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An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Offering Circular was filed and may be obtained.

Preliminary Offering Circular

January 5, 2023
Subject to Completion

MCI INCOME FUND VII, LLC
2101 Cedar Springs, Suite 700
Dallas, Texas 75201
(888) 418-3730

7.00% Senior Secured Bonds (Class A Bonds)
7.50% Senior Secured Bonds (Class B Bonds)

$75,000,000 Aggregate Maximum Offering Amount (75,000 Bonds)
$10,000 Minimum Purchase Amount (10 Bonds)

MCI Income Fund VII, LLC, a Delaware limited liability company, or the Company, is offering a maximum of $75,000,000 in the aggregate, its 7.00% senior secured bonds, or the “Class A Bonds” and its 7.50% senior secured bonds, or the “Class B Bonds” and collectively, the “Bonds,” pursuant to this offering circular. The purchase price per Bond is $1,000, with a minimum purchase amount of $10,000, or the “minimum purchase;” however, the Company, in the Manager’s sole discretion, reserves the right to accept smaller purchase amounts. The Class A Bonds and Class B Bonds will be offered serially, over a maximum period of two years (subject to extension), starting from the date of qualification of the Offering Statement of which this Offering Circular is a part. See “Plan of Distribution” for more information. Each series of Bonds beginning with Series A-1 for Class A Bonds and Series B-1 for Class B Bonds will correspond to a particular closing for the applicable class of Bonds every 12 months. The Class A Bonds and Class B Bonds will bear interest at a rate equal to 7.00% and 7.50% per year, respectively, payable to the record holders of the Bonds monthly in arrears on or before the 30th of each month, beginning on the first such date that corresponds to the first full month after the initial closing in the offering. Each series of Class A and Class B Bonds will initially mature on June 30th of the fourth year following the initial year of issuance of the applicable series of Bonds. Upon maturity, and subject to the terms and conditions described in this offering circular, the Bonds will be automatically renewed for at the same interest rate for two additional three-year terms, unless otherwise redeemed at our or your election pursuant to the terms of the Indenture.

The Bonds will be secured by a senior blanket lien on all of our assets, or the “collateral,” and will rank pari passu in right of payment with all our other senior secured indebtedness from time to time outstanding, senior in right of payment to our future indebtedness from time to time outstanding that is expressly subordinated to the Bonds, senior to all of our unsecured indebtedness to the extent of the value of the Bonds’ security interest in the collateral owned by us, and structurally junior to all the indebtedness of our subsidiaries.

The Bondholders will have the right to have their Bonds redeemed (i) during their term and (ii) in the case of a holder’s death or total permanent disability, each subject to notice, discounts and other provisions contained in this offering circular. See “Description of Bonds —Redemption Upon Death or Disability” and “Description of Bonds — Bondholder Redemption” for more information.

The Bonds will be offered to prospective investors on a best efforts basis by Primus Financial Services, LLC, or our “managing broker-dealer,” a Florida limited liability company and a member of the Financial Industry Regulatory Authority, or “FINRA.” “Best efforts” means that our managing broker-dealer is not obligated to purchase any specific number or dollar amount of Bonds, but it will use its best efforts to sell the Bonds. Our managing broker-dealer may engage additional broker-dealers, or “selling group members,” who are members of FINRA to assist in the sale of the Bonds. At each closing date, the proceeds for such closing will be disbursed to our Company and Bonds relating to such proceeds will be issued to their respective investors. We expect to commence the sale of the Bonds as of the date on which the offering statement is declared qualified by the United States Securities and Exchange Commission, or the “SEC” and terminate the offering on the earliest of: (i) the date we sell the Maximum Offering Amount; (ii) the second anniversary of the date of qualification of this offering statement; or (iii) such date upon which we determine to terminate the offering, in our sole discretion. Notwithstanding the previous sentence, our Manager has the right to extend this offering beyond the second anniversary of the date of qualification of this offering statement for up to one year.

Generally, no sale may be made to you in the offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investongov.

An investment in the Bonds is subject to certain risks and should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Currently, there is no market for the Bonds being offered, nor does our Company anticipate one developing. Prospective investors should carefully consider and review that risk as well as the RISK FACTORS beginning on page 9 of this offering circular. We are not an investment company and are not required to register under the Investment Company Act of 1940; therefore, investors will not receive the protections of such act.

THE SEC DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

FORM 1-A DISCLOSURE FORMAT IS BEING FOLLOWED.

TABLE OF CONTENTS

ABOUT THIS OFFERING CIRCULAR

The information in this offering circular may not contain all of the information that is important to you. You should read this entire offering circular and the exhibits carefully before deciding whether to invest in the Bonds. See “Where You Can Find Additional Information” in this offering circular.

Unless the context otherwise indicates, references in this prospectus supplement to the terms “company,” “we,” “us,” and “our,” refer to MCI Income Fund VII, LLC, a Delaware limited liability company; our “Manager” refers to Megatel Capital Investment, LLC, a Delaware limited liability company, our manager; and our “Sponsor” refers to our Manager.

OFFERING CIRCULAR SUMMARY

This summary highlights information contained elsewhere in this offering circular. This summary does not contain all of the information that you should consider before deciding whether to invest in the Bonds. You should carefully read this entire offering circular, including the information under the heading “Risk Factors” and all information included in this offering circular.

Our Company. MCI Income Fund VII, LLC, a Delaware limited liability company, was formed on August 26, 2022 to provide secured financing exclusively to MCI Development 1, LLC, a Wyoming limited liability company (the “Developer”) for: (A) the acquisition of land and the development of single-family homes and condominiums, multi-family residential communities, and commercial or mixed-use facilities to be marketed for sale; and (B) the acquisition of single-family homes; existing multi-family properties and/or existing commercial properties for their redevelopment and sale. We will provide this financing through multiple loans (the “Loans”) to the Developer or its wholly-owned subsidiaries, each referred to as a “special purpose entity”, or “SPE”, formed to hold title to the subject real estate and project being financed. We anticipate that the real estate projects will be primarily located in Texas, although we may also provide financing to properties located anywhere in the continental United States. Each SPE of the Developer may also be referred to herein as “Borrower” or multiple SPE’s collectively as “Borrowers.”

Each Loan to an SPE of the Developer will be underwritten, secured, and documented in accordance with the Company’s Loan Policies and Procedures described herein. Each potential Loan to an SPE of Developer, if conforming to the lending criteria requirements of the Loan Policies and Procedures, will be approved by the Manager. See “Business Plan – Loan Policies and Procedures” for further information. We anticipate that the terms of the Loans, including the interest rates, will generally conform with the terms described herein. We will seek to set interest rates that reflect the market interest rates for loans of the same or similar type and purpose, but such rates are subject to change by the Manager at its sole discretion. We anticipate that Loans will be structured typically to mature on June 30th of the fourth year following the year the respective note memorializing the applicable Loan was issued, provided however, that the SPE has the right to request two additional three-year term extensions of the relevant Loan, on or after the initial loan maturity date. Moreover, the SPE will have the ability, in its sole discretion, to pay principal and/or interest on the outstanding principal balance of the relevant Note without prepayment fee or penalty. We anticipate that Developer will have a limited guaranty on any principal outstanding on any Loan to an SPE. These limited guaranties from the Developer will not include interest on the Loans, nor will the Loans be cross collateralized amongst the assets of the various SPEs or any other entity. An interest reserve intended to cover debt service payments under the Loan shall be included in the budget for each development and/or construction project and will funded from the proceeds of the applicable Loan, as needed.

Our investment objective is to preserve and protect our capital while producing attractive risk-adjusted returns generated from current income on our portfolio of Loans.

Our principal executive offices are located at 2101 Cedar Springs Road, Suite 700, Dallas, Texas 75201 and our telephone number is (888) 418-3730. For more information on our Sponsor, its website is www.MCIinvest.com. The information on, or otherwise accessible through, our Sponsor’s website does not constitute a part of this offering circular.

Our Sponsor and Management. Our Sponsor and Manager is a Dallas, Texas based commercial real estate company specializing in the underwriting, operational development, management, and investment in commercial real estate. Our Sponsor and Manager is owned equally by Zach Ipour and Aaron Ipour. See “General Information as to our Company – Organizational Chart” for more information about the beneficial owners and ownership structure of each entity and “Executive Officers” for more information about Zach Ipour and Aaron Ipour. Our Sponsor and Manager has significant experience in the marketing and origination of project transactions in which to properly and efficiently evaluate suitable investments for our Company.

The Developer. The Developer and its affiliated SPEs will use funding from the Loans for investment in the acquisition and/or development of real estate, which may be located anywhere in the continental United States. The Developer is a member-managed limited liability company owned equally by AI Investments, LLC and ZI Investments, LLC, each of which is owned by a revocable trust for which Zach Ipour and Aaron Ipour act as Trustee, respectively. The members of the Developer have each committed to contribute capital to the Developer, to be called by the Developer as required for working capital purposes and to fund the acquisition and/or development of real estate assets, such as those for which we will provide financing. See “General Information as to our Company – Organizational Chart” and “Business Plan – Description of Developer” for more information about the beneficial owners and ownership structure of each entity.

The Offering. We are offering to investors the opportunity to purchase up to an aggregate of $75,000,000 of Class A Bonds and Class B Bonds. See “Plan of Distribution - Who May Invest” for further information. The offering will terminate on the earliest of: (i) the date we sell the Maximum Offering Amount; (ii) the second anniversary of the date of qualification of this offering statement; or (iii) such date upon which we determine to terminate the offering, in our sole discretion. Notwithstanding the previous sentence, we have the right to extend this offering beyond the second anniversary of the date of qualification for an additional year. Our Company will conduct closings in this offering on every Friday (except bank holidays) or the “closing dates,” and each, a “closing date,” until the offering termination. Once a subscription has been submitted and accepted by the Company, an investor will not have the right to request the return of its subscription payment prior to the next closing date, except as may otherwise be required by law. If subscriptions are received on a closing date and accepted by the Company prior to such closing, any such subscriptions will be closed on that closing date. If subscriptions are received on a closing date but not accepted by the Company prior to such closing, any such subscriptions will be closed on the next closing date. It is expected that settlement will occur on the same day as each closing date. On each closing date, offering proceeds for that closing will be disbursed to us and Bonds will be issued to investors, or the “Bondholders.” If the Company is dissolved or liquidated after the acceptance of a subscription, the respective subscription payment will be returned to the subscriber. The offering is being made on a best-efforts basis through Primus Financial Services, LLC, or our managing broker-dealer.

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¹ Our Company is a new entity and currently has no existing indebtedness. Additionally, under the indenture, we are prohibited from incurring indebtedness, directly or indirectly (including the debt of our subsidiaries). For purposes of complying with the limitation on indebtedness described above, the following will not be considered indebtedness: (i) any principal owed on the Bonds and (ii) any indebtedness on any real property we may acquire through foreclosure on any Loan.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This offering circular contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, funds derived from operations, cash flows, liquidity and prospects include, but are not limited to, the factors referenced in this offering circular, including those set forth below.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this offering circular. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this offering circular. The matters summarized below and elsewhere in this offering circular could cause our actual results and performance to differ materially from those set forth or anticipated in forward-looking statements. Accordingly, we cannot guarantee future results or performance. Furthermore, except as required by law, we are under no duty to, and we do not intend to, update any of our forward-looking statements after the date of this offering circular, whether as a result of new information, future events or otherwise.

RISK FACTORS

An investment in the Bonds is highly speculative and is suitable only for persons or entities that are able to evaluate the risks of the investment. An investment in the Bonds should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Prospective investors should consider the following risks before making a decision to purchase the Bonds. To the best of our knowledge, we have included all material risks to investors in this section.

Risks Related to the Bonds and to this Offering

The Bonds are not obligations of our subsidiaries and will be effectively subordinated to any future obligations of our Company’s subsidiaries, if any. Structural subordination increases the risk that we will be unable to meet our obligations on the Bonds.

The Bonds are our obligations exclusively and not of any of our subsidiaries. We do not currently have any subsidiaries, but we are not precluded from acquiring or forming subsidiaries by the indenture or otherwise. If acquired or formed, our Company’s subsidiaries are not expected to be guarantors of the Bonds and the Bonds are not required to be guaranteed by any subsidiaries our Company may acquire or form in the future. The indenture will prohibit the indebtedness incurred by us, directly or indirectly (including debt of our subsidiaries), with the exception of any principal owed on the Bonds and any indebtedness on real property that we acquire through foreclosure on a Loan. Notwithstanding this prohibition, the Bonds are effectively subordinated to all of the liabilities of our Company’s subsidiaries, to the extent of their assets, since they are separate and distinct legal entities with no obligation to pay any amounts due under our Company’s indebtedness, including the Bonds, or to make any funds available to make payments on the Bonds. Our Company’s right to receive any assets of any subsidiary in the event of a bankruptcy or liquidation of the subsidiary, and therefore the right of our Company’s creditors to participate in those assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors, in each case to the extent that our Company is not recognized as a creditor of such subsidiary. In addition, even where our Company is recognized as a creditor of a subsidiary, our Company’s rights as a creditor with respect to certain amounts are subordinated to other indebtedness of that subsidiary, including secured indebtedness to the extent of the assets securing such indebtedness.

We are not limited in the amount of distributions we may make to our Member.

Neither the Indenture nor the forms of Bonds contain any covenant limiting the ability of our Manager to cause us to make distributions of cash from us to our Member. We anticipate that distributions of cash will be made from us to our Member, in amounts as determined by our Manager, and that such amounts will be at least sufficient to pay all expenses and liabilities of our Member. As our Manager will conduct all of our operations through its personnel, we believe such distributions to be necessary; however, amounts distributed to our Member will not be available to us to make payments of interest or principal or to fund redemption requests on the Bonds.

The Bonds will be protected by limited restrictive covenants, which in turn may allow us to engage in a variety of transactions that may impair our ability to fulfill our obligations under the Bonds.

The indenture governing the Bonds will contain limited financial covenants and will not restrict us from paying dividends, or issuing other securities. Because the indenture will contain limited covenants or other provisions designed to afford the Bondholders protection in the event of a highly leveraged transaction involving us including as a result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving us, except to the extent described under “Description of Bonds — Certain Covenants,” we may engage in transactions that may impair our ability to fulfill our obligations under the Bonds.

Some significant restructuring transactions that may adversely affect you may not constitute a “Change of Control/Repurchase Event” under the indenture, in which case we would not be obligated to offer to repurchase the Bonds.

Upon the occurrence of a Change of Control/Repurchase Event, you will have the right, at your option, to require us to repurchase your Bonds for cash. However, the definition of Change of Control/Repurchase Event contained in the indenture will be limited to certain transactions. Transactions such as asset sales, mergers or acquisitions of the Company by an affiliate of the Company, or a sales of a minority of membership units entitled to vote are among the types of transactions which do not constitute a Change of Control/Repurchase Event. As a result, the Change of Control/Repurchase Event provision of the indenture will not afford protection to Bondholders in the event of other transactions that could adversely affect the Bonds. In the event of any such transaction, Bondholders would not have the right to require us to repurchase their Bonds, even though such a transaction could increase the amount of our indebtedness, or otherwise adversely affect the Bondholders.

Events that constitute a “Change of Control/Repurchase Event” include a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of membership units entitling the purchaser or acquirer to exercise more than 50% of the total voting power of all the membership units entitled to vote in meetings of our Company. See “Description of Bonds — Certain Covenants” for more information.

Our investment objectives may become more difficult to reach depending on the amount of funds raised in this offering.

While we believe we will be able to reach our investment objectives regardless of the amount of the raise, it may be more difficult to do so if we sell less Bonds than we anticipate. Such a result may negatively impact our liquidity. In that event, our investment costs may increase, which may decrease our ability to make payments to Bondholders.

If we sell substantially less than all of the Bonds we are offering, the costs we incur to comply with the rules of the Securities and Exchange Commission, or the SEC, regarding financial reporting and other fixed costs (such as those relating to the offering) will be a larger percentage of our revenue and may reduce our financial performance and our ability to fulfill our obligations under the Bonds.

We expect to incur significant costs in maintaining compliance with the financial reporting for a Tier II Regulation A issuer and that our management will spend a significant amount of time assessing the effectiveness of our internal control over financial reporting. We do not anticipate that these costs or the amount of time our management will be required to spend will be significantly less if we sell substantially less than all of the Bonds we are offering.

It may be difficult to realize the value of the collateral securing the Bonds.

The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers. By their nature, some or all of the pledged assets may be illiquid and may have no readily ascertainable market value. The value of the assets pledged as collateral could be impaired in the future as a result of changing economic conditions, our failure to implement our business strategy, competition, unforeseen liabilities and other future events. Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the Bonds. Any claim for the amount, if any, realized by Bondholders from the sale of the collateral and the obligations under the Bonds will rank pari passu in right of payment with all of our other senior secured indebtedness. Additionally, the collateral underlying the Loans could be subordinated by other indebtedness, including mortgages on the properties, including mortgages, which may be cross-collateralized across multiple properties. In the event that a bankruptcy case is commenced by or against us, if the value of the collateral is less than the amount of principal and accrued and unpaid interest on the Bonds and all other senior secured obligations, interest may cease to accrue on the Bonds from and after the date the bankruptcy petition is filed. Although we anticipate that the Developer will have a limited guaranty on any principal outstanding on any Loan to an SPE, no affiliate of the Company will enter a guaranty for the Bond obligations.

The security interest of the trustee will be subject to practical problems generally associated with the realization of security interests in collateral. For example, the trustee may need to obtain the consent of a third party to obtain access to collateral or enforce a security interest in a contract. We cannot assure you that the trustee will be able to obtain any such consent. We also cannot assure you that the consents of any third parties will be given when required to facilitate a foreclosure on such assets. Accordingly, the trustee may not have the ability to foreclose upon those assets and the value of the collateral may significantly decrease.

Our trustee shall be under no obligation to exercise any of the rights or powers vested in it by the indenture at the request, order or direction of any of the Bondholders, pursuant to the provisions of the indenture, unless such Bondholders shall have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby.

The indenture governing the Bonds provides that in case an event of default occurs and cannot be cured, the trustee will be required, in the exercise of its power, to use the degree of care of a reasonable person in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Bondholder, unless the Bondholder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

The Bonds will have limited transferability and liquidity.

Prior to this offering, there was no active market for the Bonds. Although we may apply for quotation of the Bonds on an alternative trading system or over the counter market, even if we obtain that quotation, we do not know the extent to which investor interest will lead to the development and maintenance of a liquid trading market. Further, the Bonds will not be quoted on an alternative trading system or over the counter market until after the termination of this offering, if at all. Therefore, investors will be required to wait until at least after the final termination date of this offering for such quotation. The initial public offering price for the Bonds has been determined by us. You may not be able to sell the Bonds you purchase at or above the initial offering price.

Alternative trading systems and over the counter markets, as with other public markets, may from time to time experience significant price and volume fluctuations. As a result, the market price of the Bonds may be similarly volatile, and Bondholders may from time to time experience a decrease in the value of their Bonds, including decreases unrelated to our operating performance or prospects. The price of the Bonds could be subject to wide fluctuations in response to a number of factors, including those listed in this “Risk Factors” section of this offering circular.

No assurance can be given that the market price of the Bonds will not fluctuate or decline significantly in the future or that Bondholders will be able to sell their Bonds when desired on favorable terms, or at all.

Our lack of operating history makes it difficult for you to evaluate this investment.

We are a recently formed entity with no operating history and may not be able to successfully operate our business or achieve our investment objectives. We may not be able to conduct our business as described in our plan of operation.

You will not have the opportunity to evaluate our Loans before we make them, and we may make Loans that would have changed your decision as to whether to invest in the Bonds.

As of the date of this offering circular, we own no assets. We are not able to provide you with information to evaluate the investments which underlie any future Loans. We will seek to invest substantially all of the offering proceeds available for investment in the Loans, after the payment of commissions, fees and expenses, in the origination of the Loans. We have established criteria for funding the Loans. However, you will be unable to evaluate the transaction terms or data concerning the Loans. You will be relying entirely on the ability of the Developer, our Manager and its affiliates, and their management teams, to perform on the Loans and successfully use the proceeds of the Loans to operate, manage and sell the underlying real estate investments. These factors increase the risk that we may not generate the returns that you seek by investing in the Bonds.

The inability to retain or obtain key personnel could delay or hinder implementation of our investment strategies, which could impair our ability to honor our obligations under the terms of Bonds and could reduce the value of your investment.

Our success depends to a significant degree upon the contributions of our Manager’s management team and the Developer’s management. We do not have employment agreements with any of these individuals nor do we currently have key man life insurance on any of these individuals. If any of them were to cease their affiliation with us, our Manager, or our Developer, our Manager and our Developer’s manager may be unable to find suitable replacements, and our operating results and the operating results of our Developer could suffer. Competition for highly skilled personnel is intense and attempts to attract and retain such skilled personnel may be difficult and unsuccessful. If our Manager or Developer’s manager loses or is unable to obtain the services of highly skilled personnel, our ability and our Developer’s ability to implement our investment strategies and operations could be delayed or hindered, and our ability to pay obligations on the Bonds may be materially and adversely affected.

We rely on Primus Financial Services, LLC, our managing broker-dealer, to sell the Bonds pursuant to this offering. If our managing broker-dealer is not able to market the Bonds effectively, we may be unable to raise sufficient proceeds to meet our business objectives.

We have engaged Primus Financial Services, LLC, to act as our managing broker-dealer for this offering, and we rely on our managing broker-dealer to use its best efforts to sell the Bonds offered hereby. It would also be challenging and disruptive to locate an alternative managing broker-dealer for this offering. Without improved capital raising, our portfolio will be smaller relative to our general and administrative costs and less diversified than it otherwise would be, which could adversely affect the value of your investment in us.

Redemption requests of Bonds at the option of the Bondholder will be limited by the redemption limits and for redemption requests made outside of the Redemption Period or Renewed Redemption Period, to the extent they are accepted, will be subject to financial penalties for redemption made.

There are limited periods wherein the Bondholder may redeem the Bonds without penalty. Further, redemptions within the Redemption Period or Renewed Redemption Period are still subject to the limits as provided in the Indenture. Bondholders may request that Bonds be redeemed at the option of the Bondholder at any time outside the Redemption Period or Renewed Redemption Period at the then outstanding principal amount of the Bonds to be redeemed, subject to an 11% discount, plus any accrued but unpaid interest. The Manager, at its sole and absolute discretion, may accept Holder’s request to redeem outside the Redemption Period or Renewed Redemption Period.

Under certain circumstances, we may redeem the Bonds before maturity, and you may be unable to reinvest the proceeds at the same or a higher rate of return.

Under certain circumstances, we may redeem all or a portion of the Bonds. See “Description of Bonds - Optional Redemption” for more information. If redeemed, you may be unable to reinvest the money you receive in the redemption at a rate that is equal to or higher than the rate of return on the Bonds.

We may have to liquidate some of our investments at inopportune times to redeem Bonds in the event of the death or disability of a Bondholder and redeem Bonds pursuant to the Bondholder Redemption.

The Bonds carry an early redemption right, or the Bondholder Redemption, and a redemption right in the event of death or disability of the Bondholder. As a result, one or more Bondholders may elect to have their Bonds redeemed prior to maturity. In such an event, we may not have access to the necessary cash to redeem such Bonds, and we may be required to liquidate certain assets in order to make such redemptions. Our Loans are not intended to be liquid, and as a result any such liquidation may be at a price that represent a discount to the actual value of such investment.

Our payment of the Bonds is dependent on the predictability of income streams and the consistency of the Developer’s and its SPEs’ deal flow.

Our ability to pay interest on the Bonds and satisfy redemption requests is dependent on our income stream, which is largely influenced by the Developer’s and its SPEs’ continuous real estate transactions. The Developer and its SPEs intend to continuously take out and pay off the Loans, as well as make interest payments on the Loans, as they cycle through various development and sales projects. A deviation from the typical pace of Developer’s deal flow may affect the predictability of our income stream, thereby potentially affecting our ability to make interest payments or payout redemption requests.

We have limited capitalization and a lack of working capital and as a result are entirely dependent on cash flow to service the Bonds.

We have limited capitalization and require the proceeds from this Offering in order to make Loans to Developer and its SPEs. Should we fail to obtain sufficient working capital through this Offering, we may be forced to modify our business plan. Moreover, we are dependent on the cash flow from our Loans to Developer and its SPEs to service the Bonds. Although Loans will be secured by the underlying properties as collateral, there is no other guaranty for the debt under the Bonds. Therefore, in the event Developer or its SPEs are delinquent on Loan payments or are in default on one or more Loans, we may have insufficient cash flow to meet our obligations under the Bonds.

Risks Related to Our Corporate Structure

Because we are dependent upon our Manager and its affiliates to conduct our operations, any adverse changes in the financial health of our Manager or its affiliates or our relationship with them could hinder our operating performance and our ability to meet our financial obligations.

We are dependent on our Manager to manage our operations and the Developer to acquire and manage the Loans and the underlying real estate investment. Our Manager makes all decisions with respect to our management. Our Manager depends upon the fees and other compensation that it receives from us in connection with the origination and management of the Loans to conduct its operations. Any adverse changes in the financial condition of our Manager or the Developer could hinder its ability to successfully manage our operations and our portfolio of investments.

You will have no control over changes in our policies and day-to-day operations, which lack of control increases the uncertainty and risks you face as an investor in the Bonds. Our Company, our Manager, and the Developer are all under common beneficial ownership.

Our Manager, which is under common beneficial ownership with the Developer and us, determines our major policies, including our policies regarding financing, growth, debt capitalization, and distributions. Our Manager may amend or revise these and other policies without your approval. As a Bondholder, you will have no rights under the limited liability company agreement of our company, or our “LLC Agreement.” See “General Information as to Our Company — LLC Agreement” herein for a detailed summary of our operating agreement.

Our Manager is responsible for the day-to-day operations of our Company and the selection and management of the Loans and has broad discretion over the use of proceeds from this offering. Our Manager may make certain changes to the Loans or other operations of our Company at its sole discretion. Accordingly, you should not purchase Bonds unless you are willing to entrust all aspects of the day-to-day management and the selection and management of investments to our Manager. Specifically, our Manager is controlled by Messrs. Zach and Aaron Ipour. They will be able to exert exclusive control over our operations through our Manager. As a result, we are dependent on our Manager to properly choose investments and manage our Company. In addition, our Manager may, or may cause our Company to, retain independent contractors to provide various services for us, and you should note that such contractors will have no fiduciary duty to you and may not perform as expected or desired.

Bondholders will have no right to remove our Manager or otherwise change our management, even if we are underperforming and not attaining our investment objectives.

Only the members of our Company will have the right to remove our Manager, and currently our Manager is under common ownership. Bondholders will have no rights in our management and will have no ability to remove our Manager.

Our Manager and its executive officers will have limited liability for, and will be indemnified and held harmless from, the losses of our Company.

Our Manager and its executive officers and their agents and assigns, will not be liable for, and will be indemnified and held harmless (to the extent of our Company’s assets) from any loss or damage incurred by them, our Company or the members in connection with the business of our Company resulting from any act or omission performed or omitted in good faith, which does not constitute fraud, willful misconduct, gross negligence or breach of fiduciary duty. A successful claim for such indemnification could deplete our Company’s assets by the amount paid. See “General Information as to Our Company - LLC Agreement - Indemnification” below for a detailed summary of the terms of our operating agreement. Our operating agreement is filed as an exhibit this offering circular.

Risks Related to Conflicts of Interest

The members of our Manager also maintain beneficial ownership and control of the Developer and SPEs of the Developer. Thus, there are conflicts of interest among us, the Manager and its affiliates.

The members of our Manager are also the beneficial owners of the Developer and will have control of operations for the Developer and any SPEs of the Developer. Accordingly, the members of the Manager will have executive control over the projects the Developer and SPEs of the Developer undertake as well as approval of the Loans for us. Therefore, we anticipate that each Loan to an SPE of the Developer will be approved by the Manager at its sole discretion without independent, third-party assessment, so long as it conforms to the lending criteria requirements. See “Business Plan – Underwriting Procedures; Lending Criteria.” Each of our executive officers is an executive officer of the Manager. All the agreements and arrangements between such parties are not the result of arm’s-length negotiations. The Manager and its affiliates will try to balance our interests with their own. However, to the extent that such parties take actions that are more favorable to other entities than us, these actions could have a negative impact on our financial performance and, consequently, on distributions to investors and the value of our interests. The operating agreement provides the Manager with broad powers and authority which may exacerbate the existing conflicts of interest among your interests and those of the Manager, its executive officers and its other affiliates.

The ability of the Manager and its officers and other personnel to engage in other business activities, including managing other similar companies, may reduce the time the Manager spends managing the business of our Company and may result in certain conflicts of interest between us, our Developer and its SPEs, and our Manager.

Our Manager has sponsored similar privately offered programs and may in the future, or concurrently, sponsor similar private and public programs that have investment objectives similar to the Developer and its SPEs. Our Manager and its affiliates and officers may have obligations to those programs, the fulfillment of which might not be in the best interests of us, or any of our investors. Our officers and the Manager may face conflicts of interest in allocating Loan opportunities, administration and underwriting of the Loans, enforcement of the loans, and other business opportunities.

Moreover, these other business activities may reduce the time our Manager and its executives spend managing our business. Our officers, our Developer’s officers, and our Manager’s officers also serve or may serve as officers or employees of other Manager-sponsored vehicles. These other business activities may reduce the time these persons spend managing our business. Further, if and when there are turbulent conditions in the real estate markets or distress in the credit markets or other times when we will need focused support and assistance from the Manager, the attention of the Manager’s personnel and our executive officers and the resources of the Manager may also be required by the Manager-sponsored vehicles.  In such situations, we may not receive the level of support and assistance that we may receive if we were internally managed or if we were not managed by the Manager. We expect that as our activities expand, our Manager will attempt to hire additional employees who would devote substantially all of their time to our business. There is no assurance that our Manager will devote adequate time to our business. If our Manager suffers or is distracted by adverse financial or operational problems in connection with its operations unrelated to us, it may allocate less time and resources to our operations. If any of these things occur, our ability to honor obligations under the Bonds may be adversely affected.

The inability to retain or obtain key personnel could delay or hinder implementation of our investment strategies, which could impair our ability to honor our obligations under the terms of Bonds and could reduce the value of your investment.

Our success depends to a significant degree upon the contributions of our Sponsor’s management team. We do not have employment agreements with any of these individuals nor do we currently have key man life insurance on any of these individuals. If any of them were to cease their affiliation with us, our Manager or our Sponsor, our Sponsor may be unable to find suitable replacements, and our operating results could suffer. Competition for highly skilled personnel is intense, and our Sponsor may be unsuccessful in attracting and retaining such skilled personnel. If our Sponsor loses or is unable to obtain the services of highly skilled personnel, our ability to implement our investment strategies could be delayed or hindered, and our ability to pay obligations on the Bonds may be materially and adversely affected.

The members of the Developer have agreed to contribute capital to the Developer, which these members currently have full control over.

The members of the Developer, AI Investments, LLC and ZI Investments, LLC, have each agreed to contribute capital to the Developer, pursuant to the operating agreement of the Developer, in an amount to be called by the Developer as required for working capital purposes and to fund the acquisition and/or development of real estate assets, such as those for which we will provide financing. However, the operating agreement of the Developer does not specify a specific amount each member must contribute. Moreover, AI Investments, LLC and ZI Investments, LLC are currently the only members of the Developer. Therefore, together they solely control the Developer’s ability to make calls to its members for capital, and they also have the ability to amend the Developer’s operating agreement, including provisions related to capital contributions.

Risks Related to Our Lending Activities

Our loans and investments expose us to risks associated with debt-oriented real estate investments generally.

We seek to invest primarily in the Loans. As such, we are subject to, among other things, risk of defaults on the Loans in paying debt service on the Loans and the underlying real estate investments. Any deterioration of real estate fundamentals generally, and in the U.S. in particular, could negatively impact our performance by making it more difficult for borrowers of our Loans to satisfy their debt payment obligations, increasing the default risk applicable to borrower entities, and/or making it more difficult for us to generate attractive risk-adjusted returns. Changes in general economic conditions will affect the creditworthiness of borrower entities and/or the value of underlying real estate collateral relating to our Loans and may include economic and/or market fluctuations, changes in environmental, zoning and other laws, casualty or condemnation losses, regulatory limitations on rents, decreases in property values, changes in the appeal of properties to tenants, changes in supply and demand, fluctuations in real estate fundamentals, the financial resources of borrower entities, energy supply shortages, various uninsured or uninsurable risks, natural disasters, political events, terrorism and acts of war, changes in government regulations, changes in real property tax rates and/or tax credits, changes in operating expenses, changes in interest rates, changes in inflation rates, changes in the availability of debt financing and/or mortgage funds which may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increases in borrowing rates, negative developments in the economy and/or adverse changes in real estate values generally and other factors that are beyond our control.

We cannot predict the degree to which economic conditions generally, and the conditions for real estate debt investing in particular, will improve or decline. Any declines in the performance of the U.S. and global economies or in the real estate debt markets could have a material adverse effect on our business, financial condition, and results of operations.

The Loans are limited on a portfolio basis to an aggregate 90% of the appraised value of the underlying real estate investment, on an as built, best and highest use valuation.

Real estate-related investments that are secured by real property are subject to delinquency, foreclosure and loss, which could result in losses to us.

Real estate debt instruments (e.g., mortgages) that are secured by real property are subject to risks of delinquency and foreclosure and risks of loss. The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of the property or the value of the underlying real estate. If the net operating income of the property is reduced, or the value of the underlying real estate diminishes, the borrower’s ability to repay the loan may be impaired. Net operating income of a real property can be affected by, among other things:

Specifically, changes in federal, state and local laws and regulations may affect certain income producing properties more than others. For example, we may provide loans secured by property used in the production, sale and/or testing of cannabis-related products. Any change to the federal, state and local regulations applicable to this industry may negatively affect the ability of the property owner to produce income and materially diminish the value of the property used to secure the loan. In addition, we are exposed to the risk of judicial proceedings with our borrowers and entities we invest in, including bankruptcy or other litigation, as a strategy to avoid foreclosure or enforcement of other rights by us as a lender or investor.

In the event that any of the properties or entities underlying or collateralizing our loans or investments experiences any of the foregoing events or occurrences, the value of, and return on, such investments could be reduced, which would adversely affect our results of operations and financial condition.

It is unlikely Bondholders will know in advance the exact mixture of property types underlying the Loans in our portfolio.

We anticipate that Loans made to the Developer or its SPEs will be approved by the Manager at its sole discretion without independent, third-party assessment, so long as it conforms to the lending criteria requirements. The properties underlying our Loans will consist of a mix of single-family residential, multi-family residential, and commercial properties. Bondholders will have no opportunity to evaluate or approve the Loans made by us or the properties underlying the Loans, nor will we be able to inform Bondholders in advance of the exact makeup of our Loan portfolio with respect to property type underlying each Loan.

The continuing spread of a new strain of coronavirus (also known as the COVID-19 virus) may adversely affect our investments and operations.

The World Health Organization declared the spread of the COVID-19 virus a global pandemic, and the President of the United States declared a national state of emergency in the United States in response to the outbreak. Considerable uncertainty still surrounds the COVID-19 virus and its potential effects, and the extent of and effectiveness of any responses taken on a national and local level. However, measures taken to limit the impact of this coronavirus, including social distancing and other restrictions on travel, congregation and business operation have already resulted in significant negative short term economic impacts. The long-term impact of this coronavirus on the U.S. and world economies remains uncertain, but can result in long term infrastructure and supply chain disruption, as well as dislocation and uncertainty in the financial markets that could significantly and negatively impact the global, national and regional economies, the length and breadth of which cannot currently be predicted.

Our investments are mortgage loans secured by real estate properties. In the event of a large-scale quarantine in the United States or specific areas within the United States as a result of the COVID-19 virus, real estate values may be impacted.

To the extent the COVID-19 virus results in a world-wide economic downturn, there may be widespread corporate downsizing and an increase in unemployment. This could negatively impact our Loans secured by residences, multi-family and other properties, and our ability to make payments of interest and principal to our Bondholders. Further, continuing shutdowns and economic turmoil may result in delays in the deployment of funds raised in this offering.

Fluctuations in interest rates or the accrual of interest payment obligations could reduce our ability to generate income on our loans and other investments, which could lead to a significant decrease in our results of operations, cash flows and the market value of the Loans.

Our primary interest rate exposures relate to the yield on the Loans and the value of the underlying real estate investment and the cost of debt. Changes in interest rates and credit spreads may affect our net income from the Loans based on the value and performance of the underlying real estate investments. In addition, some of the Loans may allow for balloon payments, accrual of interest features, extension of maturities and other features that could result in reduction in interest and principal payments on the Loans which would result in operating losses for us. Changes in the level of interest rates and credit spreads also may affect our ability to make loans or investments, the value of our loans and investments and our ability to realize gains from the disposition of assets. Increases in interest rates and credit spreads may also negatively affect demand for loans and could result in higher borrower default rates.

We operate in a competitive market for lending and investment opportunities which may intensify, and competition may limit our ability to originate or acquire Loans or dispose of assets we target and could also affect the yields of these assets and have a material adverse effect on our business, financial condition, and results of operations.

We operate in a competitive market for lending and investment opportunities, which may intensify. Our profitability depends, in large part, on our ability to originate or acquire Loans on attractive terms. In originating or acquiring our Loans, we compete for opportunities with a variety of lenders and investors, including REITs, specialty finance companies, public and private funds (including funds managed by affiliates of our Sponsor), commercial and investment banks, commercial finance and insurance companies and other financial institutions. Some competitors may have a lower cost of funds and access to funding sources that are not available to us, such as the U.S. Government. Many of our competitors are not subject to the operating constraints associated with maintaining an exclusion from regulation under the Investment Company Act. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of loans and investments, offer more attractive pricing or other terms and establish more relationships than us. Furthermore, competition for originations of and investments in our target assets may lead to decreasing yields, which may further limit our ability to generate desired returns. Also, as a result of this competition, desirable loans and investments in our target assets may be limited in the future and we may not be able to take advantage of attractive lending and investment opportunities from time to time, thereby limiting our ability to identify and originate or acquire loans or make investments that are consistent with our investment objectives. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations.

Prepayment rates may adversely affect our financial performance and the value of certain of our assets.

Our business is currently focused on originating Loans secured by real estate assets. Our borrowers may be able to repay their loans prior to their stated maturities. In periods of declining interest rates and/or credit spreads, prepayment rates on loans generally increase. If general interest rates or credit spreads decline at the same time, the proceeds of such prepayments received during such periods may not be reinvested for some period of time or may be reinvested by us in assets yielding less than the yields on the assets that were prepaid.

Prepayment rates on loans may be affected by a number of factors including, but not limited to, the then-current level of interest rates and credit spreads, the availability of mortgage credit, the relative economic vitality of the area in which the related properties are located, the servicing of the loans, possible changes in tax laws, other opportunities for investment, and other economic, social, geographic, demographic and legal factors beyond our control. Consequently, such prepayment rates cannot be predicted with certainty and no strategy can completely insulate us from prepayment or other such risks.

Difficulty in redeploying the proceeds from repayments of our Loans may cause our financial performance and our ability to fulfill our obligations relative to the Bonds.

As the Loans are repaid, we will look to redeploy the proceeds we receive into new Loans, pay interest on the Bonds or redeem outstanding Bonds. It is possible that we will fail to identify reinvestment options that would provide returns or a risk profile that is comparable to the asset that was repaid. If we fail to redeploy the proceeds we receive from repayment of a loan in equivalent or better alternatives, our financial performance and our ability to fulfill our obligations related to the Bonds will suffer.

The lack of liquidity in certain of our assets may adversely affect our business.

The illiquidity of certain of our assets may make it difficult for us to sell such investments if the need or desire arises. Certain assets such as mortgages or real estate assets we acquire through foreclosure are relatively illiquid investments. In addition, certain of our assets may become less liquid after our investment as a result of periods of delinquencies or defaults or turbulent market conditions, which may make it more difficult for us to dispose of such assets at advantageous times or in a timely manner. Moreover, the Loans we invest in are not registered under the relevant securities laws, resulting in limitations or prohibitions against their transfer, sale, pledge or their disposition except in transactions that are exempt from registration requirements or are otherwise in accordance with such laws. As a result, many of our assets will be illiquid, and if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. Further, we may face other restrictions on our ability to liquidate an investment to the extent that we or our Manager (and/or its affiliates) has or could be attributed as having material, non-public information regarding the borrower entity. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be relatively limited, which could adversely affect our results of operations, financial condition and ability to fulfill our obligations related to the Bonds.

Loans we make that later become distressed may subject us to losses and other risks relating to bankruptcy^, proceedings.

While the Loans focus primarily on “performing” real estate-related interests, the Loans may also include making distressed investments from time to time (e.g., investments in defaulted, out-of-favor or distressed loans and debt securities) or may involve investments that become “sub-performing” or “non-performing” following our acquisition thereof. Some of the assets underlying the Loans may include properties that typically are highly leveraged, with significant burdens on cash flow and, therefore, involve a high degree of financial risk. During an economic downturn or recession, loans or securities of financially or operationally troubled borrowers or issuers are more likely to go into default than loans or securities of other borrowers or issuers. Loans or securities of financially or operationally troubled issuers are less liquid and more volatile than loans or securities of borrowers or issuers not experiencing such difficulties. The market prices of such securities are subject to erratic and abrupt market movements and the spread between bid and ask prices may be greater than normally expected. Investment in the loans or securities of financially or operationally troubled borrowers or issuers involves a high degree of credit and market risk.

In certain limited cases (e.g., in connection with a workout, restructuring and/or foreclosing proceedings involving one or more of our investments), the success of our investment strategy will depend, in part, on our ability to effectuate loan modifications and/or restructure and improve the operations of our borrower entities. The activity of identifying and implementing successful restructuring programs and operating improvements entails a high degree of uncertainty. There can be no assurance that we will be able to identify and implement successful restructuring programs and improvements with respect to any distressed loans or investments we may have from time to time.

These financial or operating difficulties may never be overcome and may cause borrower entities to become subject to bankruptcy or other similar administrative proceedings. There is a possibility that we may incur substantial or total losses on the Loans and in certain circumstances, become subject to certain additional potential liabilities that may exceed the value of our original investment therein. For example, under certain circumstances, a lender that has inappropriately exercised control over the management and policies of a debtor may have its claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In any reorganization or liquidation proceeding relating to the Loans, we may lose our entire investment, may be required to accept cash or securities with a value less than our original investment and/or may be required to accept different terms, including payment over an extended period of time. In addition, under certain circumstances, payments to us may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment, or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, bankruptcy laws and similar laws applicable to administrative proceedings may delay our ability to realize value from collateral for loan positions held by us, may adversely affect the economic terms and priority of such loans through doctrines such as equitable subordination or may result in a restructuring of the debt through principles such as the “cramdown” provisions of the bankruptcy laws.

We are subject to additional risks associated with priority loan participations.

Some of our loans may be participation interests in which we share the rights, obligations and benefits of the Loan with other lenders. From time to time these participations may be structured so that other participants have a priority to payments of interest and principal over us, or, in other words, our rights to payments of interest and principal will be subordinate to the satisfaction of the priority rights of those participants; provided that we will retain a senior lien interest in the underlying collateral. In such cases, if a borrower defaults on a participation loan, or if the borrower is in bankruptcy, our interest in the participation loan will be satisfied only after the interests of the other lenders in the participation loan are satisfied. In those instances, our risk of loss is greater than the risk associated with those participants with priority over our other loans. If the underlying collateral is insufficient to pay off the other participating lenders, then we may experience losses that would have a material adverse effect on our operations.

Loans on properties in transition will involve a greater risk of loss than conventional mortgage loans.

We may invest in transitional loans to borrowers who are typically seeking relatively short-term capital to be used in an acquisition or rehabilitation of a property. The typical borrower in a transitional loan has usually identified an undervalued asset that has been under-managed and/or is located in a recovering market. If the market in which the asset is located fails to improve according to the borrower’s projections, or if the borrower fails to improve the quality of the asset’s management and/or the value of the asset, the borrower may not receive a sufficient return on the asset to satisfy the transitional loan, and we bear the risk that we may not recover some or all of our investment.

In addition, borrowers usually use the proceeds of a conventional mortgage to repay a transitional loan. Transitional loans therefore are subject to the risk of a borrower’s inability to obtain permanent financing to repay the transitional loan. In the event of any default under transitional loans that may be held by us, we bear the risk of loss of principal and non-payment of interest and fees to the extent of any deficiency between the value of the mortgage collateral and the principal amount and unpaid interest of the transitional loan. To the extent we suffer such losses with respect to these transitional loans, it could adversely affect our results of operations and financial condition.

Risks of cost overruns and noncompletion of renovations of properties in transition may result in significant losses.

The renovation, refurbishment or expansion of a property by a borrower involves risks of cost overruns and noncompletion. Estimates of the costs of improvements to bring an acquired property up to standards established for the market position intended for that property may prove inaccurate. Other risks may include rehabilitation costs exceeding original estimates, possibly making a project uneconomical, environmental risks, delays in legal and other approvals and rehabilitation and subsequent leasing of the property not being completed on schedule. If such renovation is not completed in a timely manner, or if it costs more than expected, the borrower may experience a prolonged reduction of net operating income and may not be able to make payments on the Loans on a timely basis or at all, which could result in significant losses.

There are increased risks involved with our lending activities to renovation or rehabilitation projects.

Lending to projects involving renovations or rehabilitations, which include our investment in loans that fund such projects, may expose us to increased lending risks. Lending to projects involving renovations or rehabilitations generally is considered to involve a higher degree of risk of non-payment and loss than other types of lending due to a variety of factors, including the difficulties in estimating costs and anticipating delays and, generally, the dependency on timely, successful completion and the lease-up and commencement of operations post-completion. In addition, since such loans generally entail greater risk than mortgage loans collateralized by income-producing property, we may need to increase our allowance for loan losses in the future to account for the likely increase in probable incurred credit losses associated with such loans. Further, as the lender under a such a loan, we may be obligated to fund all or a significant portion of the loan at one or more future dates. We may not have the funds available at such future date(s) to meet our funding obligations under the loan. In that event, we would likely be in breach of the loan unless we are able to raise the funds from alternative sources, which we may not be able to achieve on favorable terms or at all.

If a borrower fails to complete the project or experiences cost overruns, there could be adverse consequences associated with the loan, including a decline in the value of the property securing the loan, a borrower claim against us for failure to perform under the loan documents if we choose to stop funding, increased costs to the borrower that the borrower is unable to pay, a bankruptcy filing by the borrower, and abandonment by the borrower of the collateral for the loan.

Changes to, or the elimination of LIBOR may adversely affect interest expense related to our loans and investments.

On December 31, 2021, the FCA ceased publication of most tenors of LIBOR, except that the date upon which the LIBOR administrator will cease publication of U.S. Dollar LIBOR was deferred to June 30, 2023 for certain tenors (including overnight rates and one, three, six and 12 month rates). The LIBOR administrator may discontinue or modify remaining LIBOR tenors prior to that date. In addition, the LIBOR administrator has strongly advised that no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. Accordingly, the continuation of U.S. LIBOR on the current basis cannot be guaranteed after December 31, 2021 and, in the absence of further deferrals, will be fully discontinued on June 30, 2023. The U.S. Federal Reserve, together with the Alternative Reference Rates Committee, have identified the Secured Overnight Financing Rate (SOFR) as their preferred replacement index, however some uncertainty remains as to whether SOFR or another rate will actually replace LIBOR.

We cannot predict the effect of the FCA’s decision not to sustain LIBOR, or, if changes are ultimately made to LIBOR, the effect of those changes. Any such changes could increase our financing costs, which could impact our results of operations, cash flows and the market value of our investments.

Our success depends on the availability of attractive investments and our Manager’s ability to identify, structure, consummate, manage and realize returns on our Loans.

Our operating results are dependent upon the availability of, as well as our Manager’s ability, to identify, structure, consummate, manage and realize returns on our Loans. In general, the availability of favorable investment opportunities and, consequently, our returns, will be affected by general economic conditions, the demand for investment opportunities in our target assets and the supply of capital for such investment opportunities. We cannot assure you that our Manager will be successful in identifying and consummating investments that satisfy our rate of return objectives or that such investments, once made, will perform as anticipated.

Our loans are concentrated in terms of geography, asset types, and borrower.

We are not required to observe specific diversification criteria. Therefore, the assets underlying our Loans are concentrated in certain property types that may be subject to higher risk of default or foreclosure or secured by properties concentrated in a limited number of geographic locations.

Although we may provide Loans for real estate projects anywhere in the continental U.S., we expect the vast majority of the assets underlying our Loans to be concentrated in Texas, and specifically in the Dallas/Fort Worth area and mostly related to residential real estate. These types of investments may result in defaults on a number of the Loans within a short time period, which could adversely affect our results of operations and financial condition. In addition, because of asset concentrations, even modest changes in the value of the underlying real estate assets could have a significant impact on the value of the Loans. As a result of any high levels of concentration, any adverse economic, political or other conditions that disproportionately affects those geographic areas or asset classes could have a magnified adverse effect on our results of operations and financial condition, and the value of our Bondholder’s investments could vary more widely than if we invested in a more diverse portfolio of loans.

Our loans are not diversified with respect to the borrower of the loans.

We are making Loans solely to Developer and its wholly-owned SPE subsidiaries, meaning that our Loans will not be diversified with respect to the borrowers of such Loans. As such, our income stream from our portfolio of Loans will be entirely dependent on the Developer’s operational success and ability to maintain its own income stream to make payments on the Loans. Any failure of Developer to generate sufficient income, either through its own management or by means of any adverse economic, political or other conditions, could impact its ability to satisfy its Loan obligations to us. The value of our Bondholder’s investments could vary more widely than if we made Loans to a wider variety of borrowers.

The due diligence process that our Manager undertakes in regard to investment opportunities may not reveal all facts that may be relevant in connection with an investment and if our Manager incorrectly evaluates the risks of our investments, we may experience losses.

Each Loan to an SPE of Developer, if conforming to the lending requirements of the Loan Policies and Procedures, will be approved by our Manager. We will largely be dependent on the diligence of our Manager. When conducting due diligence, our Manager may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of potential investment. Our Manager’s loss estimates may not prove accurate, as actual results may vary from estimates. If our Manager underestimates the asset-level losses relative to the price we pay for a particular investment, we may experience losses with respect to such investment.

Moreover, investment analyses and decisions by our Manager may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities and in a conflict situation because of the common ownership with the Developer, our likely borrower. In such cases, the information available to our Manager at the time of making an investment decision may be limited, and they may not have access to detailed information regarding such investment. Therefore, we cannot assure you that our Manager will have knowledge of all circumstances that may adversely affect such investment.

Insurance on loans and collateral may not cover all losses.

There are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods, hurricanes, terrorism or acts of war, which may be uninsurable or not economically insurable. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might result in insurance proceeds insufficient to repair or replace a property if it is damaged or destroyed. Under these circumstances, the insurance proceeds received with respect to a property relating to one of the Loans might not be adequate to restore our economic position with respect to our investment. Any uninsured loss could result in the corresponding nonperformance of or loss on the Loans related to such property.

The impact of any future terrorist attacks and the availability of affordable terrorism insurance expose us to certain risks.

Terrorist attacks, the anticipation of any such attacks, and the consequences of any military or other response by the U.S. and its allies may have an adverse impact on the U.S. financial markets and the economy in general. We cannot predict the severity of the effect that any such future events would have on the U.S. financial markets, the economy or our business. Any future terrorist attacks could adversely affect the credit quality of some of our loans and investments. Some of our loans and investments will be more susceptible to such adverse effects than others, particularly those secured by properties in major cities or properties that are prominent landmarks or public attractions. We may suffer losses as a result of the adverse impact of any future terrorist attacks and these losses may adversely impact our results of operations.

In addition, the enactment of the Terrorism Risk Insurance Act of 2002, or TRIA, and the subsequent enactment of the Terrorism Risk Insurance Program Reauthorization Act of 2015 and the Terrorism Risk Insurance Program Reauthorization Act of 2019, which extended TRIA through the end of 2020 and 2027, respectively, requires insurers to make terrorism insurance available under their property and casualty insurance policies and provides federal compensation to insurers for insured losses. However, this legislation does not regulate the pricing of such insurance and there is no assurance that this legislation will be extended beyond 2020. The absence of affordable insurance coverage may adversely affect the general real estate lending market, lending volume and the market’s overall liquidity and may reduce the number of suitable investment opportunities available to us and the pace at which we are able to make investments. If the properties that we invest in are unable to obtain affordable insurance coverage, the value of those investments could decline and in the event of an uninsured loss, we could lose all or a portion of our investment.

We may need to foreclose on certain of the Loans we originate or acquire, which could result in losses that harm our results of operations and financial condition.

We may find it necessary or desirable to foreclose on certain of the Loans we originate or acquire, and the foreclosure process may be lengthy and expensive. If we foreclose on an asset, we may take title to the property securing that asset, and if we do not or cannot sell the property, we would then come to own and operate it as “real estate owned.” Owning and operating real property involves risks that are different (and in many ways more significant) than the risks faced in owning an asset secured by that property. In addition, we may end up owning a property that we would not otherwise have decided to acquire directly at the price of our original investment or at all, and the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us.

Whether or not we have participated in the negotiation of the terms of any such Loans, we cannot assure you as to the adequacy of the protection of the terms of the applicable loan, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, claims may be asserted by lenders or borrowers that might interfere with enforcement of our rights. Borrowers may resist foreclosure actions by asserting numerous claims, counterclaims and defenses against us, including, without limitation, lender liability claims and defenses, even when the assertions may have no basis in fact, in an effort to prolong the foreclosure action and seek to force the lender into a modification of the loan or a favorable buy-out of the borrower’s position in the loan. In some states, foreclosure actions can take several years or more to litigate. At any time prior to or during the foreclosure proceedings, the borrower may file for bankruptcy, which would have the effect of staying the foreclosure actions and further delaying the foreclosure process and could potentially result in a reduction or discharge of a borrower’s debt. Foreclosure may create a negative public perception of the related property, resulting in a diminution of its value. Even if we are successful in foreclosing on a loan, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. Furthermore, any costs or delays involved in the foreclosure of the loan or a liquidation of the underlying property will further reduce the net sale proceeds and, therefore, increase any such losses to us.

If we foreclose on certain of the Loans we originate or acquire, then we are subject to the general risks of owning real estate.

Fluctuations in vacancy rates, rent schedules and operating expenses can adversely affect operating results or render the sale or refinancing of a property difficult or unattractive. No assurance can be given that certain assumptions as to the future levels of occupancy, cost of tenant improvements or future costs of operating a property will be accurate since such matters will depend on events and factors beyond the control of the Manager. Such factors include continued validity and enforceability of the leases, vacancy rates for similar properties, financial resources of tenants and rent levels near the properties, adverse changes in local population trends, market conditions, neighborhood values, local economic and social conditions, supply and demand for property, competition from similar properties, interest rates and real estate tax rates, governmental rules, regulations and fiscal policies, the enactment of unfavorable real estate laws, rent control, environmental or zoning law, and hazardous material law, uninsured losses, effects of inflation, and other risks. Properties may not perform in accordance with expectations which could result in losses that harm our results of operations and financial conditions. There’s no certainty that we will be able to sell or refinance such properties on favorable terms, or at all.

Properties obtained through the foreclosure on one of our Loans we originate or acquire may involve substantial risks.

Properties obtained through a foreclosure may be distressed, poorly managed or in need of repositioning or other improvements. We may underestimate the amount of time, difficulty and cost of leasing vacant space. Additionally, we may underestimate the costs of improvements required to bring a property up to standards suitable for its intended use or its intended market position. No assurance can be given that the Manager will manage such properties in a way that is profitable to the Company.

The properties underlying our investments may be subject to unknown liabilities, including environmental liabilities, that could affect the value of these properties and as a result, our investments.

Collateral properties underlying our investments may be subject to unknown or unquantifiable liabilities that may adversely affect the value of our investments. Such defects or deficiencies may include title defects, title disputes, liens, servitudes or other encumbrances on the mortgaged properties. The discovery of such unknown defects, deficiencies and liabilities could affect the ability of our borrowers to make payments to us or could affect our ability to foreclose and sell the underlying properties, which could adversely affect our results of operations and financial condition.

Furthermore, to the extent we foreclose on properties with respect to which we have extended loans, we may be subject to environmental liabilities arising from such foreclosed properties. Under various U.S. federal, state and local laws, an owner or operator of real property may become liable for the costs of removal of certain hazardous substances released on its property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances.

If we foreclose on any properties underlying our investments, the presence of hazardous substances on a property may adversely affect our ability to sell the property and we may incur substantial remediation costs, therefore the discovery of material environmental liabilities attached to such properties could adversely affect our results of operations and financial condition.

We may be subject to lender liability claims, and if we are held liable under such claims, we could be subject to losses.

In recent years, a number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or stockholders. We cannot assure prospective investors that such claims will not arise or that we will not be subject to significant liability if a claim of this type did arise.

Investments in non-conforming and non-investment grade rated loans involve increased risk of loss.

Many of our investments may not conform to conventional loan standards applied by traditional lenders and either will not be rated (as is typically the case for private loans) or will be rated as non-investment grade by the rating agencies. Private loans often are not rated by credit rating agencies. Non-investment grade ratings typically result from the overall leverage of the loans, the lack of a strong operating history for the properties underlying the loans, the borrowers’ credit history, the underlying properties’ cash flow or other factors. As a result, these investments should be expected to have a higher risk of default and loss than investment-grade rated assets. Any loss we incur may be significant and may adversely affect our results of operations and financial condition. There are no limits on the percentage of unrated or non-investment grade rated assets we may hold in our investment portfolio.

We must manage our portfolio so that we do not become an investment company that is subject to regulation under the Investment Company Act.

We conduct our operations so that we avail ourselves of the statutory exclusion provided in Section 3(c)(5)(C) for companies engaged primarily in investment in mortgages and other liens on or interests in real estate. In order to qualify for this exclusion, we must maintain, on the basis of positions taken by the SEC’s Division of Investment Management, or the “Division,” in interpretive and no-action letters, a minimum of 55% of the value of our total assets in mortgage loans and other related assets that are considered “mortgages and other liens on and interests in real estate,” which we refer to as “Qualifying Interests,” and a minimum of 80% in Qualifying Interests and real estate-related assets. In the absence of SEC or Division guidance that supports the treatment of other investments as Qualifying Interests, we will treat those other investments appropriately as real estate-related assets or miscellaneous assets depending on the circumstances.

In August 2011, the SEC staff commenced an advance notice rulemaking initiative, indicating that it is reconsidering its interpretive policy under Section 3(c)(5)(C) and whether to advance rulemaking to define the basis for the exclusion. We cannot predict the outcome of this reconsideration or potential rulemaking initiative and its impact on our ability to rely on the exclusion. To the extent that the SEC or its staff provides more specific guidance regarding any of the matters bearing upon the requirements of Section 3(c)(5)(C) of the Investment Company Act, we may be required to adjust our strategy accordingly. Any additional guidance from the SEC or its staff could further inhibit our ability to pursue the strategies we have chosen.

Because registration as an investment company would significantly affect our ability to engage in certain transactions or be structured in the manner we currently are, we intend to conduct our business so that we will continue to satisfy the requirements to avoid regulation as an investment company. If we do not meet these requirements, we could be forced to alter our investment portfolio by selling or otherwise disposing of a substantial portion of the assets that do not satisfy the applicable requirements or by acquiring a significant position in assets that are Qualifying Interests. Any such investments may not represent an optimum use of capital when compared to the available investments we and our subsidiaries target pursuant to our investment strategy and present additional risks to us. We continue to analyze our investments and may make certain investments when and if required for compliance purposes. Altering our portfolio in this manner may have an adverse effect on our investments if we are forced to dispose of or acquired assets in an unfavorable market.

If it were established that we were an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC, that we would be unable to enforce contracts with third parties, that third parties could seek to obtain rescission of transactions undertaken during the period it was established that we were an unregistered investment company. In order to comply with provisions that allow us to avoid the consequences of registration under the Investment Company Act, we may need to forego otherwise attractive opportunities and limit the manner in which we conduct our operations. Therefore, compliance with the requirements of the Investment Company Act may hinder our ability to operate solely on the basis of maximizing profits.

Rapid changes in the values of our other real estate-related investments may make it more difficult for us to maintain our exclusion from regulation under the Investment Company Act.

If the market value or income potential of real estate-related investments declines, we may need to alter the mix of our portfolio of assets in order to maintain our exclusion from the Investment Company Act regulation. If the decline in real estate asset values and/or income occurs quickly, this may be especially difficult to accomplish. This difficulty may be exacerbated by the illiquid nature of any non-qualifying assets that we may own. We may have to make investment decisions that we otherwise would not make absent the Investment Company Act considerations.

The Manager is not registered and does not intend to register as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act. If the Manager is required to register as an investment adviser under the Advisers Act, it could impact our operations and possibly reduce your investment return.

The Manager is not currently registered as an investment adviser under the Advisers Act and does not expect to register as an investment adviser because the Company does not believe that it meets the registration requirements under the Advisers Act. In order to fall under the Advisers Act, the Manager must: (i) be in the business of (ii) providing advice or analyses on securities (iii) for compensation. First, the Company does not believe the Manager advises on “securities” because its investments in secured mortgages are not securities under the Advisers Act. Second, the Company believes that any investments in securities will be solely incidental to its investment strategy and therefore, the Manager would not be considered to be “in the business of providing advice on securities. Third, whether an adviser has sufficient regulatory assets under management to require registration under the Advisers Act depends on the nature of the assets it manages. In calculating regulatory assets under management, the Manager must include the value of each “securities portfolio” it manages. The Manager expects that our assets will not constitute a securities portfolio so long as a majority of our assets consist of assets that we believe are not securities. However, the SEC will not affirm our determination of what portion of our investments are not securities. As a result, there is a risk that such determination is incorrect and, as a result, our investments are a securities portfolio. In such event, the Manager may be acting as an investment adviser subject to registration under the Advisers Act but not be registered. If our investments were to constitute a securities portfolio, then the Manager may be required to register under the Advisers Act, which would require it to comply with a variety of regulatory requirements under the Advisers Act on such matters as record keeping, disclosure, compliance, limitations on the types of fees it could earn and other fiduciary obligations. As a result, the Manager would be required to devote additional time and resources and incur additional costs to manage our business, which could possibly reduce your investment return.

Risks Related to Real Estate Investments Generally

Real estate valuation is inherently subjective and uncertain.

The valuation of real estate and therefore the valuation of any collateral underlying our Loans is inherently subjective due to, among other factors, the individual nature of each property, its location, the expected future rental revenues from that particular property and the valuation methodology adopted. In addition, where we invest in loans for ground up construction, renovation or rehabilitation projects, initial valuations will assume completion of the project. As a result, the valuations of the real estate assets against which we will make or acquire loans are subject to a large degree of uncertainty and are made on the basis of assumptions and methodologies that may not prove to be accurate, particularly in periods of volatility, low transaction flow or restricted debt availability in the commercial or residential real estate markets. This is true regardless of whether we internally perform such valuation or hire a third party to do so.

Our Developer may be subject to unknown or contingent liabilities related to properties that it acquires, for which it may have limited or no recourse against the sellers.

Assets and entities that the Developer or its SPEs may acquire in the future may be subject to unknown or contingent liabilities. Unknown or contingent liabilities might include liabilities for clean-up or remediation of environmental conditions, claims of tenants, vendors or other persons dealing with the acquired entities, tax liabilities and other liabilities whether incurred in the ordinary course of business or otherwise. In the future, the Developer may enter into transactions with limited representations and warranties or with representations and warranties that do not survive the closing of the transactions or that only survive for a limited period, in which event it would have no or limited recourse against the sellers of such properties. While sellers are expected to indemnify buyers with respect to breaches of representations and warranties that survive, such indemnification is often limited and subject to various materiality thresholds, a significant deductible or an aggregate cap on losses.

As a result, there is no guarantee that the Developer will recover any amounts with respect to losses due to breaches by the sellers of their representations and warranties. In addition, the total amount of costs and expenses that the Developer may incur with respect to liabilities associated with acquired properties and entities may exceed our expectations, which may adversely affect our business, financial condition, results of operations and cash flow.

Our Developer may not be able to sell its properties at a price equal to, or greater than, the price for which it purchased such properties, which may lead to a decrease in the value of our assets.

The value of a property to a potential purchaser may not increase over time, which may restrict our Developer’s ability to sell a property, or if it is able to sell such property. This may lead to a sale price less than the price that Developer paid to purchase a property, which may adversely affect our business, financial condition, results of operations and cash flow.

Property taxes could increase due to property tax rate changes or reassessment, which could impact our cash flow.

The real property taxes on the properties underlying our Loans may increase as property tax rates change or as the properties are assessed or reassessed by taxing authorities. If the property taxes on such properties increase, our Developer’s financial condition, results of operations, cash flow, the value of its interests and ability to satisfy the principal and interest obligations on the Loans and to could be adversely affected.

Potential development and construction delays and resultant increased costs and risks may hinder Developer’s operating results and decrease its net income.

Our Developer or its SPEs intend to acquire unimproved real property or properties that are under development or construction. Investments in such properties will be subject to the uncertainties associated with the development and construction of real property, including those related to re-zoning land for development, environmental concerns of governmental entities and community groups and our Developer’s ability to build in conformity with plans, specifications, budgeted costs and timetables. If a builder fails to perform, Developer may resort to legal action to rescind the purchase or the construction contract or to compel performance. A builder’s performance may also be affected or delayed by conditions beyond the builder’s control. Our Developer may incur additional risks when it makes periodic progress payments or other advances to builders before they complete construction. These and other factors can result in increased costs of a project or loss of Developer’s investment, adversely affecting its ability to satisfy its Loan obligations to us.

Costs imposed pursuant to governmental laws and regulations may reduce our Developer’s net income and available cash.

Real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to protection of the environment and human health. Developer and its SPEs could be subject to substantial liability in the form of fines, penalties or damages for noncompliance with these laws and regulations. Even if not subject to liability, other costs, which our Developer may undertake to avoid or mitigate any such liability, such as the cost of removing or remediating hazardous or toxic substances, could be substantial. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, the remediation of contamination associated with the release or disposal of solid and hazardous materials, the presence of toxic building materials and other health and safety-related concerns.

Some of these laws and regulations may impose joint and several liability on the tenants, owners or operators of real property for the costs to investigate or remediate contaminated properties, regardless of fault, whether the contamination occurred prior to purchase, or whether the acts causing the contamination were legal. The condition of properties at the time or purchase, operations in the vicinity of the properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect the properties underlying the Loans.

The presence of hazardous substances, including hazardous substances that have not been detected, or the failure to properly manage or remediate these substances, may hinder the ability to sell, rent or pledge such property as collateral for future borrowings. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce the amounts available to our Developer’s and adversely affect its ability to satisfy its obligations under the Loans. 

Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent our Developer or its SPEs and their assignees from operating such properties. Some of these laws and regulations have been amended so as to require compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require our Developer to incur material expenditures. Future laws, ordinances or regulations may impose material environmental liability. These factors can result in increased costs of a project or loss of Developer’s investment, adversely affecting Developer’s ability to satisfy its Loan obligations to us.

Developer may purchase properties that contain lead-based paint, which may cause health problems, exposing the Developer to third-party liability or potentially causing it to be in violation of environmental laws or regulations, either of which would adversely affect the Developer’s operating results.

Some existing structures which the Developer seeks to acquire may have been built prior to 1978, and housing built prior to such time may contain lead-based paint. The existence of lead-based paint is especially a concern in residential units and can cause health problems, particularly for children. As a result, Federal, state and local laws and regulations impose certain disclosure requirements and restrict and regulate renovation activities on housing built before 1978. Any violation of these restrictions could result in fines or criminal liability, and the Developer could be subject to liability arising from lawsuits alleging personal injury or related claims, thereby affecting its ability to satisfy its Loan obligations to us.

Risks Related to Single-Family Residential Real Estate

Acquiring properties during periods when the single-family home sector is experiencing substantial inflows of capital and intense competition may result in inflated purchase prices and increase the likelihood that our properties will not appreciate in value and may, instead, decrease in value.

The allocation of substantial amounts of capital for investment in the single-family home sector and significant competition for income producing real estate may inflate the purchase prices for such assets. To the extent Developer purchased, or in the future purchases, real estate in such an environment, it is possible that the value of such properties may not appreciate and may, instead, decrease in value, perhaps significantly, below the amount paid for such properties. In addition to macroeconomic and local economic factors, technical factors, such as a decrease in the amount of capital allocated to the single-family home sector and the number of investors participating in the sector, could cause the value of Developer’s properties to decline, inhibiting its ability to satisfy its obligations to us under the Loans and our ability to sufficiently collect on our Loans in the event of Developer’s default and our foreclosure on the respective property.

Increasing interest rates and inflation may cause a decrease in demand for the Developer’s single-family residential properties.

Interest rates have risen significantly throughout 2022. Meanwhile, inflation has risen significantly to levels not seen for 40 years. The real estate market has already seen a decrease in demand due to higher interest rates for mortgages. If interest rates continue to rise, individuals previously in the market for single-family homes might choose alternatives to buying single-family real estate, such as rentals or multi-family real estate, or wait until interest rates decrease before purchasing single-family real estate. A shift in demand for single-family properties might diminish the value of the Developer’s single-family real estate or make it harder to sell, adversely impacting Developer’s ability to satisfy its obligations to us under the Loans and inhibiting our ability to sufficiently collect on our Loans in the event of Developer’s default and our foreclosure on the respective property.

Single-family properties that are being sold through short sales or foreclosure sales are subject to risks of theft, mold, infestation, vandalism, illegal activity on the premises, deterioration or other damage that could require extensive renovation, and adversely impact Developer’s operating results.

When a single-family property is put into foreclosure due to a default by the homeowner on its mortgage obligations or the value of the property is substantially below the outstanding principal balance on the mortgage and the homeowner decides to seek a short sale, the homeowner may abandon the property or cease to maintain the property as rigorously as the homeowner normally would. Neglected and vacant properties are subject to increased risks of theft, mold, infestation, vandalism, illegal activity on the premises, general deterioration and other maintenance problems that may persist without appropriate attention and remediation. If Developer purchases properties which it is unable to inspect immediately before the closings on the purchases, it may purchase properties that may be subject to these problems, which may result in maintenance and renovation costs and time frames that far exceed Developer’s estimates. These circumstances could substantially impair Developer’s ability to quickly renovate such properties in a cost-efficient manner or at all, which would adversely impact its operating results and affect its ability to satisfy its Loan obligations to us.

The lack of feasibility in renting single-family properties may adversely affect Developer’s ability to sell its properties.

Although a market exists for single-family rentals, such properties are not as attractive to would-be landlords as rental properties as multi-family residential or certain commercial properties. Thus, an owner invested in a single-family residential property typically is limited to the resale of the property in order to receive a return on the investment. This lack of diversity in investment models creates a risk for the Developer directly and indirectly through any prospective buyer of one of Developer’s single-family properties who is also limited in investment models. These factors could adversely affect the pool of potential buyers for Developer’s properties and may reduce the demand or market value of such single-family real estate. Additionally, in the event of a downturn in the market for single-family residential sales, Developer does not have a feasible alternative in renting single-family properties which would not be profitable to sell. Prospective buyers purchasing for resale may also take into consideration this lack of feasibility with respect to renting single-family property, thus decreasing the market value of such property. Such a decrease in market value will adversely affect Developer’s ability to satisfy its Loan obligations to us and inhibit our ability to sufficiently collect on our Loans in the event of Developer’s default and our foreclosure on the respective property.

Risks Related to Multi-Family Residential Real Estate

Competition and any increased affordability of single-family homes could decrease demand for apartments in multi-family residential properties.

The multi-family industry is highly competitive, and the Developer faces competition from many sources, including from other multi-family apartment communities both in the immediate vicinity and the geographic market where its properties will be located. If so, this would increase the number of apartments units available and may decrease occupancy and unit rental rates, potentially making it harder to sell the properties to prospective buyers. Furthermore, multi-family properties Developer invests in compete, or will compete, with numerous housing alternatives in attracting residents, including owner-occupied single and multi-family homes available to rent or purchase. The number of competitive properties and/or condominiums in a particular area, or any increased affordability of owner-occupied single and multi-family homes caused by declining housing prices, mortgage interest rates and government programs to promote home ownership, could adversely affect Developer’s ability to market multi-family properties to prospective buyers who intend to lease such properties, and such adverse effects could affect Developer’s ability to satisfy its Loan obligations to us and also inhibit our ability to sufficiently collect on our Loans in the event of Developer’s default and our foreclosure on the respective property.

Multi-family properties that experience significant vacancy could be difficult to sell.

Certain multi-family residential properties belonging to Developer may have some level of extended vacancy. If vacancies continue for a long period of time, the resale value of the property could be diminished because the market value may depend on a potential buyer’s ability to lease units in the multi-family property. Such a decrease in the property’s market value will affect Developer’s income and in turn affect its ability to satisfy its Loan obligations to us, and it will also inhibit our ability to sufficiently collect on our Loans in the event of Developer’s default and our foreclosure on the respective property.

The prospect of finding creditworthy tenants for multi-family residential units, tenant turnover rates, or tenants potentially defaulting on rent payments or filing for bankruptcy, could significantly affect the value of or demand for Developer’s multi-family residential properties.

A prospective buyer of Developer’s multi-family properties will likely intend to lease units to tenants and receive rent from tenants during the terms of their respective leases. A tenant’s ability to pay rent is often initially determined by the creditworthiness of the tenant and the income of the tenant. Furthermore, tenant turnover rates in multi-family residential properties may be difficult to predict. If a large number of resident lease agreements at a multi-family property terminate at or around the same time, and if the units remain unoccupied, then revenues and earnings could be adversely affected. Any prospective buyer will likely value Developer’s multi-family properties based on its observations of the pool of tenants, tenant turnover rates, the overall residential rental market, and the reliability of receiving periodic rent payments from tenants.

Additionally, a prospective buyer may also consider the possibility of tenants’ credit or income deteriorating and the potential default or bankruptcy of tenants. The bankruptcy or insolvency of tenants or other failure to pay is likely to adversely affect the income produced by multi-family real estate investments. Any bankruptcy filings by, or relating to, one tenant could bar a landlord from collecting pre-bankruptcy debts from that tenant or its properties. A tenant bankruptcy could delay efforts to collect past due balances under the relevant leases and could ultimately preclude full collection of these sums. If a tenant files for bankruptcy, a landlord may not be able to evict the tenant solely because of such bankruptcy or failure to pay. In sum, it is highly likely that a landlord may recover substantially less than the full value of any unsecured claims against tenants. These factors in rent collection and tenants’ financial conditions, and the variations of the rental market at any given time affecting such factors, may reduce the demand or market value of multi-family real estate. Such a decrease in the property’s market value will affect Developer’s income and in turn affect its ability to satisfy its Loan obligations to us, and it will also inhibit our ability to sufficiently collect on our Loans, in the event of Developer’s default and our foreclosure on the respective property.

The significance of effective property management with respect to multi-family real estate may affect the value of or demand for Developer’s multi-family residential properties.

The success of multi-family real estate investments and their leasing operations is highly dependent on the expertise and performance of the respective property manager and the property manager’s network and other investment professionals to source, acquire and manage the multi-family property. The potential loss or inadequacy of the services of a property manager and its affiliates could have a material and adverse effect on the operations and income of the respective multi-family property. This risk may adversely influence a prospective purchaser of any of Developer’s multi-family residential properties, thereby reducing the demand or market value of multi-family real estate owned by Developer. Such a decrease in the property’s market value will affect Developer’s income and in turn affect its ability to satisfy its Loan obligations to us, and it will also inhibit our ability to sufficiently collect on our Loans, in the event of Developer’s default and our foreclosure on the respective property.

Developer may not have control over costs arising from rehabilitation of multi-family residential properties.

Certain multi-family residential projects Developer undertakes may require some degree of rehabilitation. Consequently, Developer may retain independent vendors to perform the actual physical rehabilitation and/or construction work and will be subject to risks in connection with a vendor’s ability to control rehabilitation and/or construction costs, the timing of completion of rehabilitation and/or construction, and a vendor’s ability to build in conformity with plans and specification. Although Developer will use its best efforts to predict rehabilitation costs, certain unforeseen costs and issues may arise relating to costs and supply of materials, costs and supply of labor, environmental regulations, building code regulations, and contracts with independent vendors. Increased rehabilitation costs and issues related to such for multi-family properties may reduce the market value of Developer’s multi-family real estate owned by Developer, adversely affecting Developer’s ability to satisfy its Loan obligations to us and our ability to sufficiently collect on our Loans, in the event of Developer’s default and our foreclosure on the respective property.

Multi-family properties underlying our Loans may include condominium interests. Condominium interests are subject to special risks that may reduce your return on investment.

Properties underlying the Loans may include condominium interests, which is a type of common ownership interest. Common ownership interests are subject to special risks that may reduce your return on investment. For example, common ownership interests are governed by associations which we, as a condominium unit owner, have a vote. Our Developer or its SPEs may be outvoted by the other members of the condominium respecting matters that materially impact the management, appearance, safety or financial soundness of the dwelling or of the association.

The value of common ownership interests may be decreased by the default of other interest holders on their homeowners’ association, or HOA, fees or similar fees. If enough holders default on their fees, the HOA’s liquidity and net worth may decrease dramatically. If the HOA or board is forced to foreclose on any delinquent interests representing the condominium interests, a lowered value realized at the foreclosure sale may adversely impact the market value of every other unit.

Common interest owners are also required to pay HOA fees. If our Developer or its SPEs defaults in its payment of such fees, it may be obligated to pay financial penalties or, in severe circumstances, the condominium unit may be foreclosed on by the board or the HOA. If the board or HOA is mismanaged or if the applicable property suffers from neglect or deferred maintenance, HOA fees may increase, which may reduce Developer’s cash flow from operations, adversely affecting its ability to satisfy its Loan obligations to us.

Environmental laws governing multi-family properties may increase costs associated with rehabilitating and maintaining such properties.

The presence of hazardous substances, including hazardous substances that have not been detected, or the failure to properly manage or remediate these substances, may hinder Developer’s ability to sell such multi-family residential property. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or any other material expenditures, fines, penalties or damages Developer must pay will adversely affect its ability to satisfy its Loan obligations to us. Additionally, environmental issues with multi-family property, or liability under environmental laws governing such multi-family property, may decrease in the property’s market value, which will affect Developer’s income and in turn affect its ability to satisfy its Loan obligations to us, and it will also inhibit our ability to sufficiently collect on our Loans, in the event of Developer’s default and our foreclosure on the respective property.

Multi-family properties may contain mold, requiring remediation.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing, as exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold at any of Developer’s projects could require it to undertake a costly remediation program to contain or remove the mold from the affected property or development project, which would adversely affect Developer’s operating results and income and its ability to satisfy its Loan obligations to us. Additionally, a multi-family property with mold contamination may significantly reduce the resale value of the property, which would inhibit our ability to sufficiently collect on our Loans, in the event of Developer’s default and our foreclosure on the respective property.

Costs associated with complying with the Fair Housing Amendments Act of 1988 and similar laws (including but not limited to the Rehabilitation Act of 1973) with respect to multi-family residential property may decrease cash available for distributions to our investors.

The Fair Housing Amendments Act of 1988 requires apartment communities first occupied after March 13, 1991 to comply with design and construction requirements for disabled access. For projects receiving federal funds, the Rehabilitation Act of 1973 also has requirements regarding disabled access.  If one or more acquired properties are not in compliance with such laws, then our Developer or its SPEs may incur additional costs to bring the property into compliance. We cannot predict the ultimate amount of the cost of compliance with such laws. Noncompliance with these laws could also result in the imposition of fines or an award of damages to private litigants. Substantial costs incurred to comply with such laws, as well as fines or damages resulting from actual or alleged noncompliance with such laws, could adversely affect our Developer, including our future results of operations and cash flows, thereby affecting its ability to satisfy its Loan obligations to us. Debts, liens, or penalties associated with Developer’s multi-family properties due to such laws and regulations may also affect our rights in Developer’s multi-family properties as collateral under our Loans, thereby inhibiting our ability to sufficiently collect on our Loans, in the event of Developer’s default and our foreclosure on such properties.

Risks Related to Commercial Real Estate

To the extent Developer acquires retail properties, its ability to procure buyers for such properties may be significantly impacted by the success and economic viability of obtaining retail anchor tenants.

In the retail sector, a tenant occupying all or a large portion of the gross leasable area of a retail center, commonly referred to as an anchor tenant, may become insolvent, may suffer a downturn in business and default on or terminate its lease, or may decide not to renew its lease. Any of these events would result in a reduction or cessation in rental payments to the landlord from that tenant. Developer’s ability to sell any commercial properties it owns may depend on the prospect of a potential buyer being able to procure viable anchor tenants. In the event that procuring such tenants becomes difficult in the commercial real estate market, the market value of such properties could be diminished or the time it takes to find an adequate buyer for such properties may be extended past estimations. Such a decrease in the property’s market value will affect Developer’s income and in turn affect its ability to satisfy its Loan obligations to us, and it will also inhibit our ability to sufficiently collect on our Loans, in the event of Developer’s default and our foreclosure on the respective property.

Compliance with governmental laws, regulations and covenants that are specifically applicable to commercial properties may adversely affect Developer’s business and growth strategies.

Commercial properties owned or to be purchased by Developer may be subject to various covenants, local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by previous developers or owners, may restrict Developer’s use of commercial properties and may require it to obtain approval from local officials or community standards organizations at any time with respect to its commercial properties, including prior to acquiring such properties or when undertaking renovations. Among other things, these restrictions may relate to fire and safety, seismic, asbestos-cleanup or hazardous material abatement requirements. Such existing regulatory policies may adversely affect Developer’s operations or the timing or cost of any future acquisitions or renovations. Additional regulations may also be adopted that would increase such delays or result in additional costs. Developer’s business and growth strategies may be materially and adversely affected by its ability to obtain permits, licenses and zoning approvals. Developer’s failure to obtain such permits, licenses and zoning approvals could have a material adverse effect on Developer’s operations and adversely impact its ability to fulfill its Loan obligations to us. Debts, liens, or penalties associated with Developer’s commercial properties due to governmental laws, regulations and covenants may also affect our rights in Developer’s commercial properties as collateral under our Loans, thereby inhibiting our ability to sufficiently collect on our Loans, in the event of Developer’s default and our foreclosure on such commercial properties.

Commercial properties may contain mold, requiring remediation.

Originally occurring in residential property, mold claims have recently begun to appear in commercial properties as well.  Several insurance companies have reported a substantial increase in mold-related claims, causing a growing concern that real estate owners might be subject to increasing lawsuits regarding mold contamination.  No assurance can be given that a mold condition will not exist at one or more of Developer’s properties, with the risk of substantial damages, legal fees and diminishment in the value of such properties. As a result, the presence of significant mold at any of Developer’s commercial projects could require it to undertake a costly remediation program to contain or remove the mold from the affected property or development project, which would adversely affect Developer’s operating results and income and its ability to satisfy its Loan obligations to us. Additionally, a multi-family property with mold contamination may significantly reduce the resale value of the property, which would inhibit our ability to sufficiently collect on our Loans, in the event of Developer’s default and our foreclosure on the respective property.

Costs associated with complying with the Americans with Disabilities Act and similar laws (including but not limited to the Rehabilitation Act of 1973) may decrease cash available for distributions to our investors.

It is likely that commercial properties underlying the Loans will be subject in some form to the Americans with Disabilities Act of 1990, as amended, or the ADA. Under the ADA, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. For projects receiving federal funds, the Rehabilitation Act of 1973 also has requirements regarding disabled access.  If one or more acquired properties are not in compliance with such laws, then our Developer or its SPEs may incur additional costs to bring the property into compliance. We cannot predict the ultimate amount of the cost of compliance with such laws. Noncompliance with these laws could also result in the imposition of fines or an award of damages to private litigants. Substantial costs incurred to comply with such laws, as well as fines or damages resulting from actual or alleged noncompliance with such laws, could adversely affect our Developer, including our future results of operations and cash flows, thereby affecting its ability to satisfy its Loan obligations to us. Debts, liens, or penalties associated with Developer’s commercial properties due to such laws and regulations may also affect our rights in Developer’s commercial properties as collateral under our Loans, thereby inhibiting our ability to sufficiently collect on our Loans, in the event of Developer’s default and our foreclosure on such commercial properties.

Developer may not have control over costs arising from rehabilitation of commercial properties.

Existing commercial structures which Developer acquires may require some degree of rehabilitation. Developer may retain independent vendors to perform the actual physical rehabilitation and/or construction work related to each commercial property and will be subject to risks in connection with a vendor’s ability to control rehabilitation and/or construction costs, the timing of completion of rehabilitation and/or construction, and a vendor’s ability to build in conformity with plans and specification. Although Developer will use its best efforts to predict rehabilitation costs, certain unforeseen costs and issues may arise relating to costs and supply of materials, costs and supply of labor, environmental regulations, building code regulations, and contracts with independent vendors. Increased rehabilitation costs and issues related to such for commercial properties may reduce the market value of Developer’s commercial real estate, adversely affecting Developer’s ability to satisfy its Loan obligations to us and our ability to sufficiently collect on our Loans, in the event of Developer’s default and our foreclosure on the respective property.

USE OF PROCEEDS

We estimate that the net proceeds we will receive from this offering, without taking into account any sales of Class B Bonds, will be approximately $66,750,000 if we raise the maximum offering amount, or $33,375,000 if we raise half of the maximum offering amount, after deducting selling commissions and fees payable to our managing broker-dealer and selling group members, and payment of the O&O Fee to our Manager. As sales of Class B Bonds are without selling commissions, the net proceeds from the offering will depend upon the sales mix of the Bonds.

We plan to use substantially all of the net proceeds from this offering to make Loans to our Developer and its SPEs for the acquisition and/or development of real estate, which may be located anywhere in the continental U.S., including: (A) the acquisition of parcels of real property (including but not limited to raw/unentitled land and/or finished lots) (i) for development into single-family residential lots, (ii) for the construction of single-family homes to be marketed and sold to homebuyers, (iii) for the construction of condominiums to be marketed and sold to homebuyers, (iv) for the development and/or construction of multi-family residential communities, and (v) for the development and/or construction of storage facilities, retail, and/or other commercial real estate assets, or mixed-use properties; (B) existing single-family homes to be redeveloped, renovated, and/or repositioned for marketing and sale; (C) existing multi-family properties to be redeveloped, renovated, and/or repositioned for marketing and sale, and/or (D) existing commercial properties to be redeveloped, renovated, and/or repositioned for marketing and sale.

The table below demonstrates our anticipated uses of offering proceeds, but the table below does not require us to use offering proceeds as indicated. Our actual use of offering proceeds will depend upon market conditions, among other considerations. The numbers in the table are approximate. The table below does not take into account any sales of Class B Bonds, which will be sold solely to certain purchasers, including purchasing through a registered investment advisor, without selling commissions.

Maximum Offering Amount

75% of Maximum Offering Amount

50% of Maximum Offering Amount

25% of Maximum Offering Amount

PLAN OF DISTRIBUTION

Who May Invest

As a Tier II, Regulation A offering, investors must meet certain investor suitability requirements and comply with the 10% limitation to investment in the offering, as prescribed in Rule 251. The only investor in this offering exempt from this limitation is an accredited investor, an “Accredited Investor,” as defined under Rule 501 of Regulation D. If you meet one of the following tests you qualify as an Accredited Investor:

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

NOTE: For the purposes of calculating your net worth, Net Worth is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the donor or grantor is the fiduciary and the fiduciary directly or indirectly provides funds for the purchase of the Bonds.

Determination of Suitability

The selling group members and registered investment advisors recommending the purchase of Bonds in this offering have the responsibility to make every reasonable effort to determine that your purchase of Bonds in this offering is a suitable and appropriate investment for you based on information provided by you regarding your financial situation and investment objectives. In making this determination, these persons have the responsibility to ascertain that you:

Relevant information for this purpose will include at least your age, investment objectives, investment experience, income, net worth, financial situation, and other investments as well as any other pertinent factors. The Selling Group Members and registered investment advisors recommending the purchase of Bonds in this offering must maintain, for a six-year period, records of the information used to determine that an investment in Bonds is suitable and appropriate for you.

The Offering

We are offering a maximum offering amount of $75,000,000 of the Bonds to the public through our managing broker-dealer at a price of $1,000.00 per Bond.

Our Manager has arbitrarily determined the selling price of the Bonds and such price bears no relationship to our book or asset values, or to any other established criteria for valuing issued or outstanding Bonds.

The Bonds are being offered on a “best efforts” basis, which means generally that our managing broker-dealer is required to use only its best efforts to sell the Bonds and it has no firm commitment or obligation to purchase any of the Bonds. The offering will continue until the offering termination. We will conduct closings on the 20th of each month or, if the 20th is not a business day, the next succeeding business day, assuming there are funds to close, until the offering termination. Once a subscription has been submitted and accepted by the Company, an investor will not have the right to request the return of its subscription payment prior to the next closing date. If subscriptions are received on a closing date and accepted by the Company prior to such closing, any such subscriptions will be closed on that closing date. If subscriptions are received on a closing date but not accepted by the Company prior to such closing, any such subscriptions will be closed on the next closing date. It is expected that settlement will occur on the same day as each closing date. On each closing date, offering proceeds for that closing will be disbursed to us and the Bonds purchased will be issued to the investors in the offering. If the Company is dissolved or liquidated after the acceptance of a subscription, the respective subscription payment will be returned to the subscriber. The offering is being made on a best-efforts basis through Primus Financial Services, LLC, our managing broker-dealer.

Managing Broker-Dealer and Compensation We Will Pay for the Sale of the Bonds

Our managing broker-dealer will receive (a) selling commissions of 6.00% of gross offering proceeds on the sale of Class A Bonds, and (b) a managing broker-dealer fee of up to 0.50% of the gross proceeds of the offering, and (c) a nonaccountable expense reimbursement of up to 1.00% of gross offering proceeds on the sale of Class A Bonds. In addition, we may pay a wholesaling fee of up to 1.50% of gross proceeds of the offering. We are not required to pay the wholesaling fee, but we may agree to pay the wholesaling fee to our managing broker-dealer for sales made by certain selling group members. Our managing broker-dealer may reallow all or a portion of selling commissions, managing broker-dealer fee and the wholesaling fee to selling group members. The Class B Bonds will be sold solely to certain purchasers, including those purchasing through a registered investment advisor. See “Plan of Distribution — Series Class B-Bond Eligibility.” We will not pay selling commissions on the sale of Class B Bonds; however, we will pay a managing broker-dealer fee and a wholesaling fee, and may pay nonaccountable expense reimbursements of up to 1.0% on such sales. Total underwriting compensation to be received by or paid to participating FINRA member broker-dealers, including commissions, managing broker-dealer fee, and wholesaling fee will not exceed 10% of proceeds raised with the assistance of those participating FINRA member broker-dealers.

Set forth below are tables indicating the estimated compensation and expenses that will be paid in connection with the offering to our managing broker-dealer. The tables below do not take into account any sales of Class B Bonds.

We have agreed to indemnify our managing broker-dealer, the selling group members and selected registered investment advisors, against certain liabilities arising under the Securities Act. However, the SEC takes the position that indemnification against liabilities arising under the Securities Act is against public policy and is unenforceable.

In accordance with the rules of FINRA, the table above sets forth the nature and estimated amount of all items that will be viewed as “underwriting compensation” by FINRA that are anticipated to be paid by us in connection with the offering. The amounts shown assume we sell all the Bonds offered hereby and that all Bonds are sold in the offering with the maximum wholesaling fee, which is the distribution channel with the highest possible selling commissions and fees.

It is illegal for us to pay or award any commissions or other compensation to any person engaged by you for investment advice as an inducement to such advisor to advise you to purchase the Bonds; however, nothing herein will prohibit a registered broker-dealer or other properly licensed person from earning a sales commission in connection with a sale of the Bonds.

Eligibility to Purchase Class B Bonds

We may only sell Class B Bonds and pay no selling commissions in connection with the sale of such Bonds in this offering to:

For purposes of the foregoing, “immediate family members” means such person’s spouse, parents, children, brothers, sisters, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step-” and “-in-law” relations as well as such persons so related by adoption. All sales must be made through a registered broker-dealer participating in this offering, and investment advisors must arrange for the placement of sales accordingly. The net proceeds to us will not be affected by eliminating selling commissions and the wholesaling fees payable in connection with sales to or through the persons described above. Purchasers purchasing net of all of the selling commissions and wholesaling fees will receive Bonds in principal amount of $1,000 per Bond purchased.

Either through this offering or subsequently on any secondary market, affiliates of our Company may buy the Bonds if and when they choose. There are no restrictions to these purchases. Affiliates that become Bondholders will have rights on parity with all other Bondholders.

How to Invest

Subscription Agreement

All investors will be required to complete and execute a subscription agreement in the form attached hereto as Exhibit B. The subscription agreement is available from your registered representative or financial adviser and should be delivered to Phoenix American Financial Services, Inc., Attn: MCI Income Fund VII, LLC, 2101 Cedar Springs Road, Suite 700, Dallas TX, 75201, together with payment in full by check, ACH or wire of your subscription purchase price in accordance with the instructions in the subscription agreement. All checks should be made payable to “MCI Income Fund VII, LLC.” We will hold closings on every Friday (except bank holidays) assuming there are funds to close. Once a subscription has been submitted and accepted by the Company, an investor will not have the right to request the return of its subscription payment prior to the next closing date. If subscriptions are received on a closing date and accepted by the Company prior to such closing, any such subscriptions will be closed on that closing date. If subscriptions are received on a closing date but not accepted by the Company prior to such closing, any such subscriptions will be closed on the next closing date. It is expected that settlement will occur on the same day as each closing date. If the Company is dissolved or liquidated after the acceptance of a subscription, the respective subscription payment will be returned to the subscriber.

By completing and executing your subscription agreement or order form you will also acknowledge and represent that you have received a copy of this offering circular, you are purchasing the Bonds for your own account and that your rights and responsibilities regarding your Bonds will be governed by the indenture and the form of bond certificate each included as an exhibit to this offering circular.

Book-Entry, Delivery and Form

The Bonds purchased through a participant in the Depository Trust Company, or DTC, will be evidenced by global bond certificates deposited with a nominee holder, either DTC or its nominee Cede & Co. Bonds purchased directly will be registered in book-entry form only on the books and records of UMB Bank, N.A. in the name of Phoenix American Financial Services, Inc. as record holder of such Bonds for the benefit of such direct purchasers.

We intend to gain eligibility for the Bonds to be issued and held through the book-entry systems and procedures of DTC prior to the initial closing of the offering and intend for all Bonds purchased through DTC participants to be held via DTC’s book-entry systems and to be represented by certificates registered in the name of Cede & Co. (DTC’s nominee). For investors not purchasing through a DTC participant, the ownership of such Bonds will be reflected on the books and records of UMB Bank, N.A. in the name of Phoenix American Financial Services, Inc. as record holder of such Bonds for the benefit of such direct purchasers.

So long as nominees, as described above, are the registered owners of the certificates representing the Bonds, such nominees will be considered the sole owners and holders of the Bonds for all purposes and the indenture. Owners of beneficial interests in the Bonds will not be entitled to have the certificates registered in their names, will not receive or be entitled to receive physical delivery of the Bonds in definite form and will not be considered the owners or holders under the indenture, including for purposes of receiving any reports delivered by us or the trustee pursuant to the indenture. Accordingly, each person owning a beneficial interest in a Bond registered to DTC or its nominee must rely on either the procedures of DTC or its nominee on the one hand, and, if such entity is not a participant, on the procedures of the participant through which such person owns its interest, in order to exercise any rights of a Bondholder. A Purchaser owning a Bond directly registered with Phoenix American will directly exercise its rights as a Bondholder.

As a result:

The Depository Trust Company

We have obtained the information in this section concerning DTC and its book-entry systems and procedures from sources that we believe to be reliable. The description of the clearing system in this section reflects our understanding of the rules and procedures of DTC as they are currently in effect. DTC could change its rules and procedures at any time.

DTC will act as securities depositary for the Bonds registered in the name of its nominee, Cede & Co. DTC is:

DTC holds securities that its direct participants deposit with DTC. DTC facilitates the settlement among direct participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in direct participants’ accounts, thereby eliminating the need for physical movement of securities certificates.

Direct participants of DTC include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its direct participants. Indirect participants of DTC, such as securities brokers and dealers, banks and trust companies, can also access the DTC system if they maintain a custodial relationship with a direct participant.

Purchases of Bonds under DTC’s system must be made by or through direct participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each beneficial owner is in turn to be recorded on the records of direct participants and indirect participants. Beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct participants or indirect participants through which such beneficial owners entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the Bonds.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

UMB Bank, N.A.

All Bonds purchased by investors prior to DTC eligibility or not through a DTC participant will be registered on the books and records of UMB Bank. Direct purchasers of Bonds will receive a credit for Bonds on UMB Bank’s records. Beneficial owners purchasing this way will receive written confirmation from UMB Bank, as our Bond registrar, upon closing of their purchases. Transfers of such Bonds will be accomplished by entries made on the books and records of our Bond registrar.

Phoenix American Financial Services, Inc.

All Bonds not purchased through a DTC participant will be registered in book-entry form only on the books and records of UMB Bank, N.A. in the name of Phoenix American Financial Services, Inc. as record holder of such Bonds for the benefit of such direct purchasers. Beneficial owners registered through Phoenix American will receive written confirmation from Phoenix American Financial Services, Inc. upon closing of their purchases. Transfers of Bonds registered to Phoenix American will be accomplished by entries made on the books of UMB Bank, N.A. at the direction of Phoenix American acting on behalf of its beneficial holders.

Book-Entry Format

Under the book-entry format, UMB Bank, N.A., as our paying agent, will pay interest or principal payments to Cede & Co., as nominee of DTC, or directly to Phoenix American. DTC will forward all payments it receives to the direct participants, who will then forward the payment to the indirect participants or to you as the beneficial owner. Phoenix American will forward payments directly to beneficial owners of Bonds registered to Phoenix American. You may experience some delay in receiving your payments under this system. Neither we, the trustee, nor the paying agent has any direct responsibility or liability for the payment of principal or interest on the Bonds to owners of beneficial interests in the certificates.

DTC is required to make book-entry transfers on behalf of its direct participants and is required to receive and transmit payments of principal, premium, if any, and interest on the Bonds. Any direct participant or indirect participant with which you have an account is similarly required to make book-entry transfers and to receive and transmit payments with respect to the Bonds on your behalf. We and the trustee under the indenture have no responsibility for any aspect of the actions of DTC or any of its direct or indirect participants or of Phoenix American. In addition, we and the trustee under the indenture have no responsibility or liability for any aspect of the records kept by DTC or any of its direct or indirect participants or Phoenix American relating to or payments made on account of beneficial ownership interests in the Bonds or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. We also do not supervise these systems in any way.

The trustee will not recognize you as a Bondholder under the Indenture, and you can only exercise the rights of a Bondholder indirectly through DTC and its direct participants or through Phoenix American, as applicable. DTC has advised us that it will only take action regarding a Bond if one or more of the direct participants to whom the Bond is credited directs DTC to take such action and only in respect of the portion of the aggregate principal amount of the Bonds as to which that participant or participants has or have given that direction. DTC can only act on behalf of its direct participants. Your ability to pledge Bonds, and to take other actions, may be limited because you will not possess a physical certificate that represents your Bonds.

If the global bond certificate representing Bonds is held by DTC, conveyance of notices and other communications by the trustee to the beneficial owners, and vice versa, will occur via DTC. The trustee will communicate directly with DTC. DTC will then communicate to direct participants. The direct participants will communicate with the indirect participants, if any. Then, direct participants and indirect participants will communicate to beneficial owners. Such communications will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

If the global bond certificate representing your Bonds is held by Phoenix American, conveyance of notices and other communications by the trustee to the beneficial owners, and vice versa, will occur via Phoenix American. The trustee will communicate directly with Phoenix American, which will communicate directly with the beneficial owners.

The Trustee

UMB Bank has agreed to be the trustee under the indenture. The indenture contains certain limitations on the rights of the trustee, should it become one of our creditors, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any claim as security or otherwise. The trustee will be permitted to engage in other transactions with us and our affiliates.

The indenture provides that in case an event of default specified in the indenture shall occur and not be cured, the trustee will be required, in the exercise of its power, to use the degree of care of a reasonable person in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Bondholder, unless the Bondholder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Resignation or Removal of the Trustee.

The trustee may resign at any time or may be removed by the holders of a majority of the principal amount of then-outstanding Bonds. In addition, upon the occurrence of contingencies relating generally to the insolvency of the trustee, we may remove the trustee, or a court of competent jurisdiction may remove the trustee, upon petition of a holder of certificates. However, no resignation or removal of the trustee may become effective until a successor trustee has been appointed.

We are offering the Bonds pursuant to an exemption to the Trust Indenture Act of 1939, or the Trust Indenture Act. As a result, investors in the Bonds will not be afforded the benefits and protections of the Trust Indenture Act. However, in certain circumstances, the indenture makes reference to the substantive provisions of the Trust Indenture Act.

Registrar and Paying Agent

We have designated UMB Bank, N.A. as paying agent in respect of Bonds purchased through a participant in DTC and deposited with a nominee holder, either DTC or its nominee Cede & Co., and Phoenix American Financial Services, Inc. a California corporation, as paying agent in respect of Bonds registered to it as record holder. UMB Bank, N.A. will also act as trustee under the indenture and registrar for the Bonds. As such, UMB Bank, N.A. will make payments on the Bonds to DTC and Phoenix American to Bondholders who are direct purchasers. The Bonds will be issued in book-entry form only, evidenced by global certificates, as such, payments are being made to DTC, its nominee or to Phoenix American.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

As of the date of this offering circular, we have not yet commenced active operations. Offering Proceeds will be applied to invest in the Loans, and the payment or reimbursement of selling commissions and other fees, expenses and uses as described throughout this offering circular. We will experience a relative increase in liquidity as we receive additional proceeds from the sale of Bonds and a relative decrease in liquidity as we spend net offering proceeds in connection with the acquisition and operation of our assets.

Further, we have not entered into any arrangements creating a reasonable probability that we will own a specific Loan or other asset. The number of Loans and other assets that we will acquire will depend upon the number of Bonds sold and the resulting amount of the net proceeds available for investment in Loans.

We intend to make reserve allocations as necessary to (i) aid our objective of preserving capital for our investors by supporting the maintenance and viability of assets we acquire in the future and (ii) meet the necessary covenants of the Bonds. If reserves and any other available income become insufficient to meet our covenants and cover our operating expenses and liabilities, it may be necessary to obtain additional funds by borrowing, restructuring property loans or liquidating our investment in one or more assets. There is no assurance that such funds will be available, or if available, that the terms will be acceptable to us. If necessary, we can use the proceeds of this offering to meet our obligation. Additionally, our ability to borrow additional funds will be limited by the restrictions placed on our and our subsidiaries' borrowing activities by our indenture.

Results of Operations

Having not commenced active operations, we have not acquired any property loans or other assets, our management is not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting our targeted assets, the residential real estate industry and real estate generally, which may be reasonably anticipated to have a material impact on the capital resources and the revenue or income to be derived from the operation of our assets.

Liquidity and Capital Resources

We are offering and selling to the public in this offering up to $75,000,000 of bonds. Our principal demands for cash will be for the origination of Loans to Developer or its SPEs for acquisition of: (A) land and the development of single-family homes and condominiums, multi-family residential communities, and commercial or mixed-use facilities to be marketed for sale; and (B) the acquisition of single-family homes; existing multi-family properties and/or existing commercial properties for their redevelopment and sale. We will provide this financing through multiple Loans to the Developer or its wholly-owned SPE subsidiaries formed to hold title to the subject real estate and project being financed. We anticipate that the real estate projects will be primarily located in Texas, although we may also provide financing to properties located anywhere in the continental United States. In addition, we will use offering proceeds for the payment of certain operating and administrative expenses we incur, and all continuing service obligations (if any), including our debt service on the Bonds. As we are dependent on the capital raised in this offering to conduct our business, our investment activity over the next twelve (12) months will be dictated by the capital raised in this offering.

We anticipate that adequate cash will be generated from operations to fund our operating and administrative expenses, and all continuing debt service obligations, including the debt service obligations of the Bonds. However, our ability to finance our operations is subject to some uncertainties. Our ability to liquidate our assets is partially dependent upon the state of real estate. In general, we intend to pay debt service from cash flow obtained from operations. If cash flow from operations is insufficient then we may exercise the option to partially leverage the asset to increase liquidity. If we have not generated sufficient cash flow from our operations and other sources, such as from borrowings, we may use funds out of our offering proceeds. Moreover, our Manager may change this policy, in its sole discretion, at any time to facilitate meeting its cash flow obligations. See “Description of Bonds - Certain Covenants” in this offering circular for more information.

The indenture will prohibit indebtedness incurred by us, directly or indirectly (including the debt of our subsidiaries). For purposes of complying with the limitation on indebtedness described above, the following will not be considered indebtedness: (i) any principal owed on the Bonds and (ii) any indebtedness on any real property we may acquire through foreclosure on any Loan.

GENERAL INFORMATION AS TO OUR COMPANY

Our Company

MCI Income Fund VII, LLC, a Delaware limited liability company was formed on August 26, 2022. Our sole member is MCI Holdings, LLC, a Delaware limited liability company. See the “Organizational Chart” below for a further breakdown of beneficial ownership. Our principal executive offices are located at 2101 Cedar Springs Road, Suite 700, Dallas, Texas 75201, and our telephone number is (888) 418-3730. For more information on our Sponsor or Manager, its website is www.MCIinvest.com. The information on, or otherwise accessible through, our Sponsor’s website does not constitute a part of this offering circular.

Summary of the Company’s Limited Liability Company Agreement (“LLC Agreement”)

The Company is governed by the LLC Agreement, dated August 26, 2022. The following summarizes some of the key provisions of the LLC Agreement. This summary is qualified in its entirety by the LLC Agreement itself, which is included as an exhibit attached hereto.

Classes of Ownership

The limited liability company interests in the Company consist of a class of common limited liability company interests held by Members. The LLC Agreement authorizes the Company to issue 100 common limited liability company interests.

Management; Voting Rights

The LLC Agreement vests exclusive authority over the business and affairs of the Company in our Manager, Megatel Capital Investment, LLC. Except as otherwise set forth in the LLC Agreement, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and all property of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business. No Member (with the exception of the Manager, in the event the Manager becomes a Member) shall have the authority or power to act for, or on behalf of, the Company, to do any act that would be binding on the Company, or to incur any expenditure on behalf of the Company. No non-Manager shall have the right to vote on or consent to any action by the Company or the Manager. The LLC Agreement authorizes the Manager to appoint officers of the Company from time to time and give them such duties and responsibilities as the Manage shall determine.

Distributions

The Manager shall cause the Company to distribute, at least monthly, 100% of the Company’s distributable cash (as such term is defined in the LLC Agreement) to the Members in proportion to each Member’s membership interest in the Company. The Manager shall have sole discretion to determine the amounts available as distributable cash, which shall be net of, among other items, reserves and expenses.

Amendments

No amendment to the LLC Agreement shall be adopted without the consent of the Members constituting a majority of the membership interests then outstanding for any action that would (A) modify or adversely affect the limited liability of any Member, as defined in the LLC Agreement; (B) approve the issuance of any equity securities that are pari passu or senior to the membership interests; (C) otherwise materially affect the amount or timing of distributions to which any Member would be entitled to receive pursuant to this Agreement (which in no event shall be interpreted to include occurrences of dilution as a result of the issuance of additional membership interests of any class by the Manager pursuant to this Agreement), or (D) otherwise materially and adversely change or alter the rights of any membership interest.

Organizational Chart

BUSINESS PLAN

We will seek to invest substantially all of the offering proceeds available for investment, after the payment of fees and expenses, in Loans to SPEs of Developer for the acquisition and development of residential real estate. Loans will finance the acquisition by SPEs of Developer of (A) parcels of real property (including but not limited to raw/unentitled land and/or finished lots) (i) for development into single-family residential lots, (ii) for the construction of single-family homes to be marketed and sold to homebuyers, (iii) for the construction of condominiums to be marketed and sold to homebuyers, (iv) for the development and/or construction of multi-family residential communities, and (v) for the development and/or construction of storage facilities, retail, and/or other commercial real estate assets, or mixed-use properties; (B) existing single-family homes to be redeveloped, renovated, and/or repositioned for marketing and sale; (C) existing multi-family properties to be redeveloped, renovated, and/or repositioned for marketing and sale; (D) existing commercial properties to be redeveloped, renovated, and/or repositioned for marketing and sale.

Loan Policies and Procedures

We will make Loans to SPEs of Developer and underwrite the Loans in accordance with our Loan Policies and Procedures, which are described herein and attached as an exhibit to this Offering Circular. The Loan Policies and Procedures may be amended by the Manager in its sole and absolute discretion.

Underwriting Procedures; Lending Criteria

When an SPE of Developer is seeking to borrow funds from us, the Borrower will be responsible for preparing the respective loan application packet, including supporting documents such as a budget and appraisal, and an authorized representative of Borrower will certify that the Borrower is compliant with the terms of the Loan Policies and Procedures. The loan application will then be provided to our Manager for review and approval.

Our lending criteria for Loans to SPEs of Developer include the following requirements:

Each potential Loan to an SPE of Developer, if conforming to the foregoing lending criteria requirements, will be approved by the Manager.

Once approved, we will engage the title company of our choice to prepare for closing. At or prior to closing, we will require Borrower to execute a promissory note, deed of trust, and for Loans involving real property to be developed, redeveloped, and/or constructed, a construction loan agreement. At closing, we will fund the requested loan in accordance with the closing instructions. For Loans that include funds that will be used for development, redevelopment, and/or construction efforts, we will provide subsequent draws based on the construction loan agreement and subsequently received requests and approvals. Please see the Loan Policies and Procedures attached as an exhibit to this Offering Circular for additional information.

Loan Collateral

The Loans typically will be secured by a Deed of Trust similar in form attached as an exhibit to the Loan Policies and Procedures attached as an exhibit to this Offering Circular. In the event of an acquisition conducted through the acquisition of ownership interests in an SPE holding title to underlying real estate, the Borrower will be required to enter into a collateral pledge of membership interests in the respective SPE to us, similar in form attached as an exhibit to the Loan Policies and Procedures attached as an exhibit to this Offering Circular. Loans may also include the purchase and assignment of a lien held by another lender.

The Loans can either in be first-priority lien position, or subordinated to lien positions of other creditors. We anticipate that Loans made for the purpose of purchasing lots (which are often purchased in groups based on a lot takedown schedule with the developer) and constructing single-family homes thereon, will generally be secured by a first priority lien. We anticipate that Loans made for the purpose of purchasing raw land and the subsequent subdivision developments to generally be secured by a subordinate lien to a third-party bank lender. If we decided to lend on a multi-family or other commercial asset, we also anticipate that these Loans would likely be secured by a subordinate lien to a third-party bank lender. To the extent that our Loans are secured by a collateral pledge of the membership interests in an SPE, our security interest therein will be constructively subordinated to any lien interest in title to the applicable the real estate held by a creditor.

We anticipate that Developer will have a limited guaranty on any principal outstanding on any Loan to an SPE. These limited guaranties from the Developer will not include interest on the Loans, nor will the Loans be cross collateralized amongst the assets of the various SPEs or any other entity.

Notwithstanding the foregoing, we have broad discretion over the use of proceeds from this offering, and we will make Loans based on opportunities presented and prevailing market conditions, in our sole discretion. See “Risk Factors – Risks Related to Our Corporate Structure.”

Loan Amounts; Leverage

The proposed amount of each Loan will be set forth in the loan application and reasonably supported by the budget for the project and appraisal. The budget shall include the purchase price and other land and lot costs and estimates for material supplies; fees to third parties; other acquisition, development, and/or construction costs; and must include a reserve for interest, taxes, homeowners’ association fees, and closing costs (including title insurance). Appraisals will be by a third-party appraiser and based on an “as built, highest and best use” valuation of the underlying real estate investment.

There will be no limit on the percentage of the loan in relation to the appraised ‘as built, highest and best use’ value, commonly referred to as “LTV,” however, we intend to issue Loans in such amounts as requested and supported by the budget and/or appraisal subject to the 90% aggregate portfolio threshold described below.

The Borrower will use Loan proceeds to carry out all aspects of the acquisition of such assets, including, but not limited to, placement of earnest money deposits to be applied to the purchase of assets. In connection with the placement of earnest money deposits, Borrower’s right to receive a refund of earnest money deposits may be subordinate to pre-existing third party liens. Borrower’s inability to secure the refund of the earnest money deposits in the event that an acquisition does not close may in turn negatively affect Borrower’s ability to repay our Loans.

The aggregate amount of all Loans to SPEs of Developer outstanding at any time (factoring for any Loans then being underwritten), on a portfolio basis, shall not exceed an aggregate of 90% of appraised values of the assets underlying the Loans (based upon the `as built, highest and best use’ valuations). The Developer will have a limited guaranty on any principal outstanding on any Loan to an SPE. These limited guaranties from the Developer will not include interest on the Loans. The foregoing notwithstanding, Loans to SPEs of the Developer will NOT be cross-collateralized. Nevertheless, we believe this to be an important feature in helping to insure repayment of loans, since the interest reserves associated with these Loans are intended to be fully funded at closing from Loan proceeds. Further, the threshold will act as a “quality-control” on the selection of projects for which the Developer seeks funding.

We intend to issue Loans on a revolving basis; once a Loan is paid off, the funds may be reissued to other Loans. We are not limited by the number of Loans we may issue at any given time so long as investor capital is adequate for funding purposes. The Company does not intend to borrow funds from other sources to make Loans.

Repayment Terms; Loan Maturity

The Loans will generally be interest-only loans with interest paid currently. The Loans will generally be pre-payable at any time without premium or penalty. Each Loan will mature on June 30th of the fourth year following the year each Note was issued, provided however, that Borrower has the right to request two additional three-year term extensions of the relevant Loan, on or after the Loan maturity date, and we may grant such extension pursuant to the terms of the Loan Policies and Procedures. On the date of maturity, all principal and accrued and outstanding interest will become due and payable.

Notwithstanding the maturity date, upon the sale of property to a third-party buyer, the respective Loan shall be repaid in full as a condition to the release of the lien or other security. Loans are expected to be issued on a rolling-basis, so that once a Loan is repaid, those funds may be reissued in another Loan. Additionally, Borrower may pay principal and/or interest on the outstanding principal balance of the relevant Note without prepayment fee or penalty.

Borrower may request that any Loan outstanding as of its respective maturity date be extended, and we reserve the right to grant such extension request for up to two additional three-year terms. Borrower may also request new loans even after the maturity date of the Loans and we reserve the right to approve such Loans. In either instance, such approval or grant will be subject to the Company’s ability to meet current and reasonable estimated liabilities, including Bond interest payments and obligations related to approved redemption requests.

Interest Rates; Interest Reserve

We will set the terms of the Loans, including the interest rates. We will seek to set interest rates that reflect the market interest rates for loans of the same or similar type and purpose, while supporting our obligations, including the obligations under the Bonds provided that such interest rates shall be no less than 7% and no more than 11% per annum.

An interest reserve intended to cover debt service payments under the Loan shall be included in the budget for each development and/or construction project and will funded from the proceeds of the applicable Loan, as needed. The Loans may be subordinate to third party and/or affiliated lender loans The required interest reserve for any particular Loan will be calculated by us, and generally based upon the amount of interest to accrue on monthly basis multiplied by the anticipated length of the Loan to remain outstanding. For purposes of the interest reserve calculation, the anticipated life of the Loan will be determined based upon the projected time to develop, construct, and sell a given project to a third-party buyer. While the maturity of the Loans will generally be approximately four years with certain rights of extension, we anticipate the average life-span of a Loan used for a single-family home to be less than 24 months after issuance. For Loans that are made to Borrower for multi-family or other commercial purposes, if any, the average life-spans for such Loans are more difficult to discern, as the nature of their size and scope may vary significantly, but we anticipate that any Loan made for such purpose would likely remain outstanding for three years or more. Notwithstanding the foregoing, the interest reserve for any particular loan may vary from the timeframes noted above, as determined in our discretion.

Defaults and Remedies

Upon the occurrence of an Event of Default, as defined below, we shall have the immediate right, at our sole discretion and without notice, to: (i) declare the entire unpaid balance of the indebtedness then due at once immediately due and payable; (ii) foreclose any liens and security interests securing payment hereof; (iii) refuse to make any Loan or extension of a Loan to Borrower, even if we had previously agreed to make such Loan; and (iv) exercise any of our other rights, powers, recourses and remedies under the note or deed of trust. All such rights (A) shall be cumulative and concurrent; (B) may be pursued separately, singly, successively or concurrently against Borrower or others obligated for the repayment of the indebtedness or any part hereof, or against any one or more of them, or against all or any portion of Loan collateral, at our sole discretion; (C) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise, discontinuance of the exercise of or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse; and (D) are intended to be, and shall be, nonexclusive. All our rights and remedies shall extend to any period after the initiation of foreclosure proceedings, judicial or otherwise, with respect to all or any portion of the Loan collateral. No delay on our part in exercising any power or right shall operate as a waiver of such power or right nor shall any single or partial exercise of any power or right further preclude exercise of that power or right.

An Event of Default shall mean Borrower’s failure, refusal, or neglect to pay and satisfy, in full and in the applicable method and manner required, any required payment of principal or interest under a Loan within ninety days (90) days after the same shall become due and payable but has not been paid, whether at the stipulated due date thereof, at a date fixed for payment or at maturity, by acceleration or otherwise.

Description of Developer

We will invest substantially all of the proceeds from this offering available for investment, after the payment of fees and expenses, in the financing of the acquisition and/or development of real estate in the continental United States by

MCI Development 1, LLC (“Developer”). Developer was formed as a Wyoming limited liability company on August 26, 2022, and is governed by a Limited Liability Company Agreement, dated August 26, 2022. Developer was formed for the acquisition of: (A) parcels of real property (including but not limited to raw/unentitled land and/or finished lots) (i) for development into single-family residential lots, (ii) for the construction of single-family homes to be marketed and sold to homebuyers, (iii) for the construction of condominiums to be marketed and sold to homebuyers, and (iv) for the development and/or construction of multi-family residential communities, (v) for the development and/or construction of storage facilities, retail, and/or other commercial real estate assets, or mixed-use properties; (B) the acquisition of existing single-family homes to be redeveloped, renovated, and/or repositioned for marketing and sale; (C) the acquisition of existing multi-family properties to be redeveloped, renovated, and/or repositioned for marketing and sale, and/or (D) the acquisition of existing commercial properties to be redeveloped, renovated, and/or repositioned for marketing and sale.

As of the date of this Offering Circular, Developer has no operating history. Developer is anticipated to acquire and develop land and property through debt financing from the Company and third-party lenders, as well as capital contributions from the Developer’s members, pursuant to the capital call provisions of its limited liability company agreement. Construction, development, marketing and sales services associated with projects undertaken by the Developer will be provided by contracted vendors, which may be affiliates of Megatel Capital Investment, LLC, or third parties, pursuant to contractual arrangements agreed to at the time such services are engaged.

The Developer is owned equally by AI Investments, LLC and ZI Investments, LLC, each of which is owned by a respective revocable trust. Pursuant to the operating agreement of Developer, AI Investments, LLC and ZI Investments, LLC have each agreed to contribute capital to the Developer in an amount to be called by the Developer as required for working capital purposes and to fund the acquisition and/or development of real estate assets, such as those for which we will provide financing. Should one of the Developer’s members fail to make any capital contributions or other payments required under the Developer’s operating agreement, such member will be deemed as being in default, and non-defaulting members may elect to enforce one or more provisions. These provisions (i) the non-defaulting Member may cause the Developer to borrow the due and unpaid amount for or on behalf of the defaulting member, in which case the interest and all other expenses incurred in connection with such borrowing shall be paid by the defaulting member; (ii) until such time as the unpaid contribution or payment and accrued interest thereon shall have been paid the non-defaulting member may elect to withhold any or all distributions to be made to such defaulting member and recover any such unpaid contribution or payment and accrued interest thereon by setoff against any such distributions so withheld; and (iii) the non-defaulting member may deny the defaulting Member the right to participate in any vote or consent of the members. See “Risk Factors – Risks Related to Conflicts of Interest.”

In the future, we may pursue in connection with a potential initial public offering by Megatel, or another entity formed for such purpose, a merger, or Merger Event, with or into Developer or Megatel, in which Bondholders may elect to receive shares of in the public issuance and/or cash. Although we reserve the right to pursue such a merger or liquidity event, we have no obligation to do so, and there can be no assurance that we will complete a liquidity event within the term of the Bonds or at all. If we do not consummate a liquidity event, Bondholders may have to hold their Bonds until final maturity, subject to Redemption.

Competitive Advantages Associated with the Developer

We will make Loans to the Developer and its SPEs for acquisition, construction, development, redevelopment, and/or repositioning activities. We believe this presents the Developer’s members a compelling investment proposition based on their collective competitive advantages, established reputation, and successful business practices.

Geographic Focus

We intend to target locations that have recognizable trends for positive migration patterns and increased job growth. Our principals have been building homes in Texas and Oklahoma with Megatel for more than ten years.

Established History of Home Building and Home Sales

Our principals’ hands-on management approach and intimate knowledge of all areas of Megatel’s operations, for both land development and home building, has established Megatel as one of the largest private residential homebuilders in Dallas. In addition, construction teams and builders are trained to work diligently to create the most effective and efficient architectural designs in order to produce maximum home values. In order to measure sales reception and maximize home prices, sales teams are trained to closely monitor competition within each market they are assigned.

Building and Selling Homes Outside of the Competitive Box

Competitive edge is gained by ensuring that homes, both inventory and build-to-suit homes contain more features than those offered by competitors. Typical production home builders are up-grade dependent, meaning that significant margins are made through such upgrades. A Megatel-brand home base price includes the upgrades, such as wood or tile flooring. If a Megatel-brand home customer wishes to have a home built to suit, any additional upgrade costs are merely passed through to the buyer. In addition, Megatel-brand model homes are not furnished, thus saving costs over and above competitors.

Proactive Management Approach

Our principals and executive team maintain a proactive management style, which involves anticipating situations that might lead to issues and planning ahead to prevent potential problems. This style of management includes managing the building and sales activities through active communication and strategically monitoring operations at the various communities, neighborhoods, and areas in which it operates its business.

Strategic Financial Management

At a fundamental level, financial management concerns managing an organization’s assets, liabilities, revenues, profitability and cash flow. Our executive team takes strategic financial management a step further by ensuring we remain on track to meet short-term and long-term goals. Our financial management activities involve defining our finances, from land acquisition to development to home building, to objectives to identify capital sources, analyze sales results and make decisions on construction materials, to tracking the variances between actual and budgeted results and identifying the reasons for any variance all along the timeline.

Market Opportunity

Based on research and findings of the current real estate and economic trends, the Developer believes that there will be continual growth into the foreseeable future for buyer demand of quality homes within its targeted acquisition and development areas of Texas and Oklahoma. Therefore, our Company and the Developer are preparing to respond to the increased demand and will therefore increase home building and land development activities in its growth markets. We will also continue to explore with Developer expansion into commercial asset opportunities, particularly in the multi-family sector.

In Zillow’s 2021 Consumer Housing Trends Report, Millennials were identified as the largest share of homebuyers at 37 percent. A Trulia study showed that while many Millennials plan to purchase a home, they face significant obstacles such as the burden of student debt, rising home values, and insufficient savings, all of which have delayed these plans for many.

Trends Driving Single-Family and Multi-Family Construction

The Developer anticipates the combination of population growth, migration patterns, demographic trends, new employment opportunities, and job growth will continue to drive the growing demand for housing, whether home purchases or rental properties, in our key markets. Local economic conditions and changes in industry conditions will also have an impact on real estate trends. Key trends and drivers include the following:

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain material U.S. federal income tax consequences relevant to the purchase, ownership and disposition of the Bonds, but does not purport to be a complete analysis of all potential tax consequences. The discussion is based upon the Code, current, temporary and proposed U.S. Treasury regulations issued under the Code, or collectively the Treasury Regulations, the legislative history of the Code, IRS rulings, pronouncements, interpretations and practices, and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a Bondholder. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such Bondholder’s particular circumstances or to Bondholders subject to special rules, including, without limitation:

In addition, this discussion is limited to persons that purchase the Bonds in this offering for cash and that hold the Bonds as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address the effect of any applicable state, local, non-U.S. or other tax laws, including gift and estate tax laws.

As used herein, “U.S. Holder” means a beneficial owner of the Bonds that is, for U.S. federal income tax purposes:

If an entity treated as a partnership for U.S. federal income tax purposes holds the Bonds, the tax treatment of an owner of the entity generally will depend upon the status of the particular owner and the activities of the entity. If you are an owner of an entity treated as a partnership for U.S. federal income tax purposes, you should consult your tax advisor regarding the tax consequences of the purchase, ownership and disposition of the Bonds.

We have not sought and will not seek any rulings from the IRS with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the Bonds or that any such position would not be sustained.

THIS SUMMARY OF MATERIAL FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE TAX CONSIDERATIONS DISCUSSED BELOW TO THEIR PARTICULAR SITUATIONS, POTENTIAL CHANGES IN APPLICABLE TAX LAWS AND THE APPLICATION OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, INCLUDING GIFT AND ESTATE TAX LAWS, AND ANY TAX TREATIES.

U.S. Holders

Interest

A U.S. Holder generally will be required to recognize and include in gross income any stated interest as ordinary income at the time it is paid or accrued on the Bonds in accordance with such holder’s method of accounting for U.S. federal income tax purposes.

Sale or Other Taxable Disposition of the Bonds

A U.S. Holder will recognize gain or loss on the sale, exchange, redemption (including a partial redemption), retirement or other taxable disposition of a Bond equal to the difference between the sum of the cash and the fair market value of any property received in exchange therefore (less a portion allocable to any accrued and unpaid stated interest, which generally will be taxable as ordinary income if not previously included in such holder’s income) and the U.S. Holder’s adjusted tax basis in the Bond. A U.S. Holder’s adjusted tax basis in a Bond (or a portion thereof) generally will be the U.S. Holder’s cost therefore decreased by any payment on the Bond other than a payment of qualified stated interest. This gain or loss will generally constitute capital gain or loss. In the case of a non-corporate U.S. Holder, including an individual, if the Bond has been held for more than one year, such capital gain may be subject to reduced federal income tax rates. The deductibility of capital losses is subject to certain limitations.

Medicare Tax

Certain individuals, trusts and estates are subject to a Medicare tax of 3.8% on the lesser of (i) “net investment income,” or (ii) the excess of modified adjusted gross income over a threshold amount. Net investment income generally includes interest income and net gains from the disposition of Bonds, unless such interest payments or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). U.S. Holders are encouraged to consult with their tax advisors regarding the possible implications of the Medicare tax on their ownership and disposition of Bonds in light of their individual circumstances.

Information Reporting and Backup Withholding

A U.S. Holder may be subject to information reporting and backup withholding when such holder receives interest and principal payments on the Bonds or proceeds upon the sale or other disposition of such Bonds (including a redemption or retirement of the Bonds). Certain holders (including, among others, corporations and certain tax-exempt organizations) generally are not subject to information reporting or backup withholding. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and:

A U.S. Holder should consult its tax advisor regarding its qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a U.S. Holder will be allowed as a credit against the holder’s U.S. federal income tax liability or may be refunded, provided the required information is furnished in a timely manner to the IRS.

Non-U.S. Holders are encouraged to consult their tax advisors.

ERISA CONSIDERATIONS

The following is a summary of material considerations arising under ERISA and the prohibited transaction provisions of the Code that may be relevant to a prospective investor, including plans and arrangements subject to the fiduciary rules of ERISA and plans or entities that hold assets of such plans (“ERISA Plans”); plans and accounts that are not subject to ERISA but are subject to the prohibited transaction rules of Section 4975 of the Code, including IRAs, Keogh plans, and medical savings accounts (together with ERISA Plans, “Benefit Plans” or “Benefit Plan Investors”); and governmental plans, church plans, and foreign plans that are exempt from ERISA and the prohibited transaction provisions of the Code but that may be subject to state law or other requirements, which we refer to as Other Plans. This discussion does not address all the aspects of ERISA, the Code or other laws that may be applicable to a Benefit Plan or Other Plan, in light of their particular circumstances.

In considering whether to invest a portion of the assets of a Benefit Plan or Other Plan, fiduciaries should consider, among other things, whether the investment:

ERISA and the corresponding provisions of the Code prohibit a wide range of transactions involving the assets of the Benefit Plan and persons who have specified relationships to the Benefit Plan, who are “parties in interest” within the meaning of ERISA and, “disqualified persons” within the meaning of the Code. Thus, a designated plan fiduciary of a Benefit Plan considering an investment in our shares should also consider whether the acquisition or the continued holding of our shares might constitute or give rise to a prohibited transaction. Fiduciaries of Other Plans should satisfy themselves that the investment is in accord with applicable law.

Section 3(42) of ERISA and regulations issued by the Department of Labor, or DOL, provide guidance on the definition of plan assets under ERISA. These regulations also apply under the Code for purposes of the prohibited transaction rules. Under the regulations, if a plan acquires an equity interest in an entity which is neither a “publicly-offered security” nor a security issued by an investment company registered under the Investment Company Act, the plan’s assets would include both the equity interest and an undivided interest in each of the entity’s underlying assets unless an exception from the plan asset regulations applies

We do not believe the DOL’s plan assets guidelines apply to our Bonds or our Company because our Bonds are debt securities and not equity interests in us.

If the underlying assets of our Company were treated by the Department of Labor as “plan assets,” the management of our Company would be treated as fiduciaries with respect to Benefit Plan Bondholders and the prohibited transaction restrictions of ERISA and the Code could apply to transactions involving our assets and transactions with “parties in interest” (as defined in ERISA) or “disqualified persons” (as defined in Section 4975 of the Code) with respect to Benefit Plan Bondholders. If the underlying assets of our Company were treated as “plan assets,” an investment in our Company also might constitute an improper delegation of fiduciary responsibility to our Company under ERISA and expose the ERISA Plan fiduciary to co-fiduciary liability under ERISA and might result in an impermissible commingling of plan assets with other property.

If a prohibited transaction were to occur, an excise tax equal to 15% of the amount involved would be imposed under the Code, with an additional 100% excise tax if the prohibited transaction is not “corrected.” Such taxes will be imposed on any disqualified person who participates in the prohibited transaction. In addition, our Manager, and possibly other fiduciaries of Benefit Plan Bondholders subject to ERISA who permitted such prohibited transaction to occur or who otherwise breached their fiduciary responsibilities, could be required to restore to the plan any losses suffered by the ERISA Plan or any profits realized by these fiduciaries as a result of the transaction or beach. With respect to an IRA or similar account that invests in our Company, the occurrence of a prohibited transaction involving the individual who established the IRA, or his or her beneficiary, would cause the IRA to lose its tax-exempt status. In that event, the IRA or other account owner generally would be taxed on the fair market value of all the assets in the account as of the first day of the owner’s taxable year in which the prohibited transaction occurred.

DESCRIPTION OF BONDS

This description sets forth certain terms of the Bonds that we are offering pursuant to this offering circular. We refer you to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used in this offering circular for which no definition is provided.

Because this section is a summary, it does not describe every aspect of the Bonds or the indenture. We urge you to read the indenture because that document and not this summary defines your rights as a Bondholders. Please review a copy of the indenture. The indenture is filed as an exhibit to the offering statement, of which this offering circular is a part, at www.sec.gov. You may also obtain a copy of the indenture from us without charge. See “Where You Can Find More Information” for more information. You may also review the indenture at the trustee’s corporate trust office at 928 Grand Blvd, 12th Floor, Kansas City, Missouri 64106.

Ranking

The Bonds will be our direct, senior secured obligations and will rank:

Interest

The Class A Bonds and Class B Bonds will bear interest at a rate equal to 7.00% and 7.50% per year, respectively, payable to the record holders of the Bonds monthly in arrears on or before the 30th of each month, beginning on the first such date that corresponds to the first full month after the initial closing in the offering.

Interest will accrue and be paid on the basis of a 365-day year consisting of twelve 30-day months. Interest on each Bond will accrue and be cumulative from the end of the most recent interest period for which interest has been paid on such Bond, or if no interest has paid, from the date of issuance.

Manner of Offering

The offering is being made on a best-efforts basis through our managing broker-dealer and selling group members. Neither our managing broker-dealer, nor any selling group member, will be required to purchase any of the Bonds.

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² Our Company is a new entity and currently has no existing indebtedness. Additionally, under the indenture, we are prohibited from incurring indebtedness, directly or indirectly (including the debt of our subsidiaries). For purposes of complying with the limitation on indebtedness described above, the following will not be considered indebtedness: (i) any principal owed on the Bonds and (ii) any indebtedness on any real property we may acquire through foreclosure on any Loan.

Maturity and Renewal

The Class A Bonds and Class B Bonds will each be offered serially, over a maximum period of two years (subject to extension) starting from the date of qualification of the Offering Statement of which this Offering Circular is a part. Each series of Class A and Class B Bonds will initially mature on June 30th of the fourth year following the initial year of issuance of the applicable series of Bonds. Upon the initial maturity, and subject to the terms and conditions described in this offering circular, the Bonds will be automatically renewed at the same interest rate for two additional three-year terms, unless redeemed upon initial maturity at our or your election. If the Bondholder elects to not renew the Bonds during the Redemption Period or Renewed Redemption Period, subject to certain specified limits (see “Description of Bonds – Bondholder Redemption"), we will pay the principal remaining on the Bonds at a price equal to the then outstanding principal amount of the Bonds, plus any accrued but unpaid interest.

For any Bonds offered hereby that mature after the three-year anniversary of the commencement of this offering, we expect that the renewal of such Bonds may require us to file a new offering statement. In such a case, the new offering statement must be declared qualified before we will be able to renew your Bond. In this event, if the new offering statement has not yet been filed or become effective, we will extend your period to elect to be redeemed until ten days following the date of our notice to you that the new offering statement has become effective, which notice will include a new offering circular.

THE REQUIRED INTEREST PAYMENTS AND PRINCIPAL PAYMENT ARE NOT A GUARANTY OF ANY RETURN TO YOU NOR ARE THEY A GUARANTY OF THE RETURN OF YOUR INVESTED CAPITAL. While our Company is required to make interest payments and principal payment as described in the indenture and above, we do not intend to establish a sinking fund to fund such payments. Therefore, our ability to honor these obligations will be subject to our ability to generate sufficient cash flow or procure additional financing in order to fund those payments. If we cannot generate sufficient cash flow or procure additional financing to honor these obligations, we may be forced to sell some or all of our Company’s assets to fund the payments, or we may not be able to fund the payments in their entirety or at all. If we cannot fund the above payments, Bondholders will have claims against us with respect to such violation.

Bondholder Redemption

Redemption During Redemption Period or Renewed Redemption Period. Bonds may be redeemed, in whole, but not in part, at the option of the Bondholder, by providing written notice of redemption to the Company at the Company’s principal place of business and to the Bond Registrar, as provided in the Indenture, during (i) the Redemption Period; or (ii) the Renewed Redemption Period. Notices must be given in conformity with the Indenture and postmarked no earlier than June 9 and no later than June 30 of the respective redemption period to be deemed timely received. Interest will accrue on any Bond redeemed hereunder until the actual date of redemption of such Bond. Any redemption made within the Redemption Period or Renewed Redemption Period at the option of the Bondholder will occur without penalty at a price equal to the then outstanding principal amount of the Bonds, plus any accrued but unpaid interest.

All Bonds to be redeemed at option of the Bondholder during the Redemption Period or Renewed Redemption Period will be redeemed by the Company on a “first come, first served” basis over ten (10) equal installments of 10% of the aggregate amount to be paid by Company pursuant to such requests each calendar quarter until requests are fully honored. To the extent that the quarterly limit would result in a partial payment to a Bondholder in a given quarter, all payments to that Bondholder will be held until the next applicable quarter’s payment date. Payments will be made on or before the 30th day of the month immediately following the end of the applicable quarter. The foregoing notwithstanding, in the event that the Company has not realized gross income from operations in sufficient amounts to recoup those amounts from principal used to pay certain fees of offering the Bonds (specifically, any managing broker-dealer fees, servicing fee, Selling Commissions, and Organization and Offering Expenses) by the date in which a redemption request may be made, the Company may adjust the quarterly payment cap to 5% of aggregate amount owed pursuant to redemption requests, paid over 20 calendar quarters.  If the Company realizes sufficient gross income during the period in which redemption payments are being made, the payment schedule will revert back to the quarterly payment cap of 10% of aggregate amount owed pursuant to redemption requests and a schedule of 10 calendar quarters, with any remaining amounts paid in the final payment. See “Risk Factors – Risks Related to the Bonds and Offering.”

For illustrative purposes only, if the Company receives $1,000,000 in redemption requests during the respective redemption period, the Company will make redemptions of $100,000 per quarter for 10 quarters.  Investors A, B and C have made redemption requests within the Redemption Period for $50,000, $25,000 and $50,000, respectively, and in that order.  In the first quarter, Investors A and B will be redeemed fully since their aggregate redemption amounts aggregate to $75,000, but Investor C must wait until the next quarter since only $25,000 of his $50,000 redemption amount can be redeemed, otherwise total redemptions for that quarter would exceed $100,000.

Redemption Outside of Redemption Period or Renewed Redemption Period. At any time outside the Redemption Period or Renewed Redemption Period, the Bondholder may request to redeem the Bonds, in whole, but not in part, at the Bondholder’s option, at the then outstanding principal amount of the Bonds to be redeemed, subject to an 11% discount, plus any accrued but unpaid interest, by providing written notice of redemption to the Company at the Company’s principal place of business and to the Bond Registrar, as provided in the Indenture. Notices must be given in conformity with the Indenture. The Manager, at its sole and absolute discretion, may accept a Bondholder’s request to redeem outside the Redemption Period or Renewed Redemption Period. 

Bond redemptions made outside of the Redemption Period or Renewed Redemption Period will be subject to an aggregate limit of 1.0% of the outstanding principal amount of the Bonds in the year the request is made and a cumulative aggregate limit of 5.0% of the outstanding principal amount of Bonds. Such redemption requests will be considered on a quarterly basis, and if approved, payments will be made on or before the 30th day of the month immediately following the end of the quarter after the quarter in which the request was made. See “Risk Factors – Risks Related to the Bonds and Offering.”

For illustrative purposes only, if the Company approves $100,000 in redemption requests outside the Redemption Period or Renewed Redemption Period at the end of the first quarter of 2023, the Company will make the approved redemption payments on or before the 30th day of the month immediately following the second quarter of 2023.

Additional terms to effect redemption of the bonds are specified in the Indenture and Form of Bond, attached hereto as exhibits.

Redemption Upon Death or Disability

Within 60 days of the death or total permanent disability of a Bondholder who is a natural person, the estate of such Bondholder, such Bondholder, or legal representative of such Bondholder may request that we repurchase, in whole but not in part, the Bonds held or beneficially held by such Bondholder (including Bonds of such Bondholder held or beneficially held in his or her individual retirement accounts), as the case may be, by delivering to the Company a redemption request in conformity with the Indenture. Any such request shall specify the particular event giving rise to the right of the holder or beneficial holder to have his or her Bonds redeemed and include evidence thereof (such as a copy of a death certificate). If a Bond held jointly by natural persons who are legally married, then such request may be made by (i) the surviving Bondholder upon the death of the spouse, or (ii) the disabled Bondholder (or a legal representative) upon total permanent disability of the spouse. A holder or beneficial holder that is not an individual natural person does not have the right to request redemption upon death or disability. In the event a Bond is held together by two or more natural persons that are not legally married, neither of these persons shall have the right to request that the Company repurchase such Bond unless each Bondholder has been affected by such an event.

Upon receipt of redemption request in the event of death or total permanent disability of a Bondholder, we will designate a date for the redemption of such Bonds and notify the Trustee of such redemption date, which date shall not be later than after 120 days we receive facts or certifications establishing to the reasonable satisfaction of the Company supporting the right to be redeemed. or total permanent disability, on the designated date, we will redeem such Bonds at the then outstanding principal amount of the Bonds to be redeemed, subject to an 11% discount, plus any accrued but unpaid interest up to but not including the date on which the Bonds are redeemed.

The Company shall pay the paying agent, as designated below, for payment to the holder, or the estate of the holder, in accordance with the terms of the Bond being repurchased, and the paying agent shall pay out the redemption price upon the surrender of the Bond to the Trustee. No interest shall accrue on a Bond to be redeemed under this Section for any period of time on or after the Redemption Date for such Bond, provided that the Company has timely tendered the redemption price to the paying agent.

All Bonds to be redeemed upon death or disability will be subject to an aggregate limit of 1.0% of the outstanding principal amount of the Bonds in the year the request is made and a cumulative aggregate limit of 5.0% of the outstanding principal amount of Bonds. The limit applies only to redemption upon death or disability and is a separate limit from the which applies only to redemption at the option of the Bondholder outside the Redemption Period or Renewed Redemption Period. Requests under either method of redemption only count towards their own respective aggregate limits.

Optional Redemption

The Bonds may be redeemed, in whole or in part at the Company’s option at no penalty within 18 months of the Maturity Date during the initial term. If the Bonds are renewed for any additional three-year term, the Company may redeem the Bonds at any time during such renewal period. Any such redemption will occur without penalty at a price equal to the then outstanding principal amount of the Bonds, plus any accrued but unpaid interest. If we elect to redeem Bonds at our option, we will give notice of redemption to the trustee not less than 120 days before the redemption date, together with such documentation and records as shall enable the trustee to select the Bonds to be redeemed.

Merger, Consolidation or Sale

We may consolidate or merge with or into any other corporation, and we may sell, lease or convey all or substantially all of our assets to any corporation, provided that the successor entity, if other than us:

and provided further that no event of default under the indenture shall have occurred and be continuing.

Except as described below under “- Certain Covenants — Offer to Repurchase Upon a Change of Control Repurchase Event,” the indenture does not provide for any right of acceleration in the event of a consolidation, merger, sale of all or substantially all of the assets, recapitalization or change in our stock ownership. In addition, the indenture does not contain any provision which would protect the Bondholders against a sudden and dramatic decline in credit quality resulting from takeovers, recapitalizations or similar restructurings.

Certain Covenants

Offer to Repurchase Upon a Change of Control Repurchase Event

“Change of Control Repurchase Event” means (A) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of the membership units entitling that person to exercise more than 50% of the total voting power of all the membership units entitled to vote in meetings of our Company (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and (B) following the closing of any transaction referred to in subsection (A), neither we nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange, or the NYSE, the NYSE Amex Equities, or the NYSE Amex, or the Nasdaq Stock Market, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE Amex or the Nasdaq Stock Market. Transactions such as asset sales, mergers or acquisitions of the Company by an affiliate of the Company, or a sales of a minority of membership units entitled to vote are among the types of transactions which do not constitute a Change of Control/Repurchase Event.

If a Change of Control Repurchase Event occurs, unless we have exercised our option to redeem the Bonds as described above “Description of Bonds – Optional Redemption,” we must offer to repurchase the Bonds at a price that is equal to all accrued and unpaid interest, to but not including the date on which the Bonds are redeemed, plus (i) 1.015 times the then outstanding principal amount of the Bonds if such Bonds are at least two years, but no more than three years, from maturity; (ii) 1.01 times the then outstanding principal amount of the Bonds if such Bonds are at least one years, but no more than two years, from maturity; or (iii) the then outstanding principal amount of the Bonds if such Bonds are no more than one year from maturity.

Debt Limit

The indenture will prohibit indebtedness incurred by us, directly or indirectly (including the debt of our subsidiaries). For purposes of complying with the limitation on indebtedness described above, the following will not be considered indebtedness: (i) any principal owed on the Bonds and (ii) any indebtedness on any real property we may acquire through foreclosure on any Loan.

Reports

We will furnish the following reports to each Bondholder:

Reporting Requirements under Tier II of Regulation A. After launching this Tier II, Regulation A offering, we will be required to comply with certain ongoing disclosure requirements under Rule 257 of Regulation A. We will be required to file: an annual report with the SEC on Form 1 - K; a semi-annual report with the SEC on Form 1-SA; current reports with the SEC on Form 1-U; and a notice under cover of Form 1-Z. The necessity to file current reports will be triggered by certain corporate events, similar to the ongoing reporting obligation faced by issuers under the Exchange Act, however the requirement to file a Form 1-U is expected to be triggered by significantly fewer corporate events than that of the Form 8-K. Parts I & II of Form 1-Z will be filed by us if and when we decide to and are no longer obligated to file and provide annual reports pursuant to the requirements of Regulation A.

Annual Reports. As soon as practicable, but in no event later than one hundred twenty (120) days after the close of our fiscal year, ending December 31st, our Manager will cause to be mailed or made available, by any reasonable means, to each Bondholder as of a date selected by our Manager, an annual report containing financial statements of our Company for such fiscal year, presented in accordance with GAAP, including a balance sheet and statements of operations, Company equity and cash flows, with such statements having been audited by an accountant selected by our Manager.

Our Manager shall be deemed to have made a report available to each Bondholder as required if it has either (i) filed such report with the SEC via its Electronic Data Gathering, Analysis and Retrieval (EDGAR) system and such report is publicly available on such system or (ii) made such report available on any website maintained by our Company and available for viewing by the Bondholders.

Payment of Taxes and Other Claims

We will pay or discharge or cause to be paid or discharged, before the same shall become delinquent: (i) all taxes, assessments and governmental charges levied or imposed upon us or upon our income, profits or assets; and (ii) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon our property; provided, however, that we will not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings or for which we have set apart and maintain an adequate reserve.

Prior to this offering, there has been no public market for the Bonds. We may apply for quotation of the Bonds on an alternative trading system or over the counter market beginning after the final closing of this offering. However, even if the Bonds are listed or quoted, no assurance can be given as to (1) the likelihood that an active market for the Bonds will develop, (2) the liquidity of any such market, (3) the ability of Bondholders to sell the Bonds or (4) the prices that Bondholders may obtain for any of the Bonds. No prediction can be made as to the effect, if any, that future sales of the Bonds, or the availability of the Bonds for future sale, will have on the market price prevailing from time to time. Sales of substantial amounts of the Bonds, or the perception that such sales could occur, may adversely affect prevailing market prices of the Bonds. See “Risk Factors — Risks Related to the Bonds and the Offering.”

Event of Default

The following are events of default under the indenture with respect to the Bonds:

Book-entry and other indirect Bondholders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or rescind an acceleration of maturity.

Annually, within 120 days following December 31st while the Bonds are outstanding, we will furnish to the trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture, or else specifying any event of default and the nature and status thereof. We will also deliver to the trustee a written notification of any uncured event of default within 30 days after we become aware of such uncured event of default.

Remedies if an Event of Default Occurs

Subject to any respective cure period, if an event of default occurs and is continuing, the trustee or the Bondholders of not less than a majority in aggregate principal amount of the Bonds may declare the principal thereof, premium, if any, and all unpaid interest thereon to be due and payable immediately. In such event, the trustee will have the right to step into our position in any of the Loans. If we are able to foreclose on any of the Loans that are in default under their terms, we may be forced to sell any real property held by us or any subsidiary of ours. We will be required to contribute the proceeds of any such sale to the repayment of the Bonds. With respect to subsidiaries for which we do not have the unilateral right to sell their assets (for example, if we acquire a property in a joint venture), the trustee has the right to force us to sell our equity in such subsidiary in order to repay the Bonds.

At any time after the trustee or the Bondholders have accelerated the repayment of the principal, premium, if any, and all unpaid interest on the Bonds, but before the trustee has obtained a judgment or decree for payment of money due, the Bondholders of a majority in aggregate principal amount of outstanding Bonds may rescind and annul that acceleration and its consequences, provided that all payments and/or deliveries due, other than those due as a result of acceleration, have been made and all events of default have been remedied or waived.

The Bondholders of a majority in principal amount of the outstanding Bonds may waive any default with respect to that series, except a default:

The Bondholders of a majority in principal amount of the outstanding Bonds may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the Bonds, provided that (i) such direction is not in conflict with any rule of law or the indenture, (ii) the trustee may take any other action deemed proper by the trustee that is not inconsistent with such direction and (iii) the trustee need not take any action that might involve it in personal liability or be unduly prejudicial to the Bondholders not joining therein. Subject to the provisions of the indenture relating to the duties of the trustee, before proceeding to exercise any right or power under the indenture at the direction of the Bondholders, the trustee is entitled to receive from those Bondholders security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which it might incur in complying with any direction.

A Bondholder will have the right to institute a proceeding with respect to the indenture or for any remedy under the indenture, if:

However, the Bondholder has the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Bond on the respective due dates (or any redemption date, subject to certain discounts) and to institute suit for the enforcement of any such payment and such rights shall not be impaired without the consent of such Bondholder.

LEGAL PROCEEDINGS

There are currently no legal proceedings involving our Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners (5% or more)

*Each beneficial owner’s address is 2101 Cedar Springs Road, Suite 700, Dallas, Texas 75201. The beneficial owners are the sole beneficiaries of revocable trusts which ultimately own the sole member of our Company. See “General Information as to Our Company – Organizational Chart.”

Zach Ipour and Aaron Ipour are the sole members of the common member of the Company.

EXECUTIVE OFFICERS

The following table sets forth information on our executive officers of our Manager. Consequently, we do not have our own separate board of managers or executive officers.

Executive Officers and Managers

Set forth below is biographical information for our Sponsor's executive officers.

Aaron Ipour, also known as Arash Afzalipour, is the co-founder and co-president of Megatel, a full-service developer and builder of single-family homes in Texas and Oklahoma. In 2006, Mr. Ipour co-founded Megatel with his brother, Zach Ipour. From its initial formation through 2007, Megatel concentrated on remodeling and selling existing homes; and after successfully renovating and selling approximately seven homes, Megatel transitioned into building single-family homes. Since 2007, Mr. Ipour and his brother have grown Megatel into a well-known and recognized builder of quality single-family homes. Mr. Ipour is actively responsible for Megatel’s corporate operations, which includes maintaining the Company’s production and institutional relationships, as well as managing all financial aspects of Megatel and its affiliates. Mr. Ipour was also instrumental in the development of Megatel’s luxury custom home brand, Oxbridge, which has been prominently featured in both the Dallas area “D” Magazine, and Luxe Interiors + Design Magazine. In addition to his role with Megatel, Mr. Ipour has been co-president of MCI Mortgage, Inc. (f/k/a RCM Mortgage, Inc.), a residential mortgage company and an affiliate of Megatel since 2013. Aaron Ipour was born in 1972 and he holds a master’s degree in Industrial Management with a Minor in Productivity and Efficiency Management.

Zach Ipour, also known as Armin Afzalipour, is the co-founder and co-president of Megatel, a full-service developer and builder of single-family homes in Texas and Oklahoma. In 2006, Mr. Ipour co-founded Megatel with his brother, Aaron Ipour. From its initial formation through 2007, Megatel concentrated on remodeling and selling existing homes; and after successfully renovating and selling approximately seven homes, Megatel transitioned into building single-family homes. Since 2007, Mr. Ipour and his brother have grown Megatel into a well-known and recognized builder of quality single family homes. Mr. Ipour is actively responsible for the organization’s field operations, including the sales and building divisions. Mr. Ipour is also instrumental in the growth of Megatel’s land acquisition, and development division. In addition to his role with Megatel, Mr. Ipour has been co-president of MCI Mortgage, Inc. (f/k/a RCM Mortgage, Inc.), a residential mortgage company and an affiliate of Megatel since 2013. Zach Ipour was born in 1979 and he holds a bachelor’s degree in Software Engineering with a minor in Computer Programming.

Richard Wygle is the Chief Financial Officer for our Company as well as Megatel/MCI. In this capacity, Mr. Wygle oversees the accounting functions for these companies. Previously, Mr. Wygle served as the Chief Financial Officer for Servitas/Collegiate Companies, a national student housing developer/builder/property management company as the Chief Financial Officer. During his tenure, he managed the accounting function along with human resources and property management. Mr. Wygle brings over 20 years of accounting experience to Megatel/MCI. The majority of that has been spent in Real Estate. In these rolls, he was responsible for GAAP reporting to outside investors, making sure policy and procedures were being followed and for helping maintain banking relationships. Mr. Wygle graduated from West Texas A&M University with a bachelor’s degree in Accounting. He is a Certified Public Accountant and a Certified Management Accountant.

Family Relationships

Aaron Ipour and Zach Ipour are brothers.

Legal Proceedings

During the past five years, none of the persons identified above have been involved in any bankruptcy or insolvency proceeding or convicted in a criminal proceeding, excluding traffic violations and other minor offenses.

Track Record of Our Sponsor

The information presented in this section represents the historical experience of private real estate lending programs sponsored by the Sponsor, which will serve as our manager. The Sponsor has not sponsored any public real estate programs in the past.

The primary investment objectives of the funds listed below include lending capital to Megatel for the acquisition of real property for development and construction of single-family residential homes and multi-family residential properties and the acquisition of single-family residential and multi-family properties (all material portions of the proceeds will be deployed for these objectives). There have been no adverse business developments related to the funds noted below.

MCI has sponsored three closed programs, MCI Secured Income Fund, LLC, or MCI SIF; MCI Preferred Equity Fund, LLC, or MCI PEF; and MCI Preferred Income Fund II, LLC, or MCI PIFII. MCI has three active Regulation D private placement equity offering, MCI Preferred Income Fund IV, LLC, or MCI PIFIV, MCI Preferred Income Fund V-A, LLC, or MCI V-A, and MCI Preferred Income Fund VI, LLC, or MCI VII.

MCI SIF commenced an offering of up to $50 million of secured promissory notes pursuant to a private placement memorandum on April 17, 2015. The final closing in MCI SIF ‘s offering occurred on April 13, 2017, with approximately $8.9 million of notes being sold.

MCI PEF commenced an offering of up to $100 million of preferred equity membership interests pursuant to a private placement memorandum on January 12, 2016. The final closing in MCI PEF’s offering occurred on February 9, 2018, with approximately all $100 million of preferred interests being sold.

MCI PIF II commenced an offering of up to $200 million of preferred equity membership interests pursuant to a private placement memorandum on October 2, 2017. The final closing in MCI PIF II’s offering occurred on October 7, 2020, with approximately all $200 million of preferred interests being sold.

MCI PIFIV commenced an offering of up to $500 million of preferred equity membership interests pursuant to a private placement memorandum on August 1, 2019. The offering for MIC PIFIV is ongoing.

MCI PIFVI commenced an offering of up to $500 million of preferred equity membership interests pursuant to a private placement memorandum on December 1, 2021. The offering for MIC PIFVI is ongoing.

MCI PIFV-A commenced an offering of up to $50 million of preferred equity membership interests pursuant to a private placement memorandum on September 1, 2022. The offering for MIC PIFIV is ongoing.

EXECUTIVE COMPENSATION

Our Company does not have executives. It is operated by our Manager. We will not reimburse our Manager for any portion of the salaries and benefits to be paid to its executive officers named in “Board of Managers and Executive Officers;” provided that, we may reimburse our Manager for expenses incurred by its executive officers while acting on behalf of our Company (such as travel or entertainment expenses). See “Compensation of Our Manager and Its Affiliates” for a list of fees payable to Manager or its affiliates.

COMPENSATION OF OUR MANAGER AND THEIR AFFILIATES

The following is a description of compensation we may pay to our Manager or Developer, and each of their affiliates, or in connection with the proceeds of the offering. These compensation arrangements have been established by our Manager or Developer, and each of their affiliates, and are not the result of arm’s-length negotiations. Services for which our Company engages our Manager or Developer, and each their affiliates, and which are not described below will be compensated at the market rate. Fees payable to our Manager or Developer and their affiliates in excess of the rate set forth in this section will require the affirmative consent of a majority of the Bonds. Our Manager or Developer, and each of their affiliates, may elect to waive or defer certain of these fees in its sole discretion. This table assumes that the maximum offering amount of $75,000,000 in the aggregate is raised.

LIMITATIONS ON LIABILITY

Our Manager and executive officers, if any are appointed by our Manager, will owe fiduciary duties to our Company and our members in the manner prescribed in the Delaware Limited Liability Company Act and applicable case law. Neither our Manager nor any executive officer will owe fiduciary duties to our bondholders. Our Manager is required to act in good faith and in a manner that it determines to be in our best interests. However, nothing in our operating agreement precludes our Manager or executive officers or any affiliate of our Manager or any of their respective officers, directors, employees, members or trustees from acting, as a director, officer or employee of any corporation, a trustee of any trust, an executor or administrator of any estate, a member of any company or an administrative official of any other business entity, or from receiving any compensation or participating in any profits in connection with any of the foregoing, and neither our Company nor any member shall have any right to participate in any manner in any profits or income earned or derived by our Manager or any affiliate thereof or any of their respective officers, directors, employees, members or trustees, from or in connection with the conduct of any such other business venture or activity. Our Manager, its executive officers, any affiliate of any of them, or any shareholder, officer, director, employee, partner, member or any person or entity owning an interest therein, may engage in or possess an interest in any other business or venture of any nature or description, provided that such activities do not compete with the business of our Company or otherwise breach their agreements with our Company; and no member or other person or entity shall have any interest in such other business or venture by reason of its interest in our Company.

Our Manager or executive officers have no liability to our Company or to any member for any claims, costs, expenses, damages, or losses suffered by our Company which arise out of any action or inaction of any manager or executive officer if such manager or executive officer meets the following standards: (i) such manager or executive officer, in good faith, reasonably determined that such course of conduct or omission was in, or not opposed to, the best interests of our Company, and (ii) such course of conduct did not constitute fraud, willful misconduct or gross negligence or any breach of fiduciary duty to our Company or its members. These exculpation provisions in our operating agreement are intended to protect our Manager and executive officers from liability when exercising their business judgment regarding transactions we may enter into.

Insofar as the foregoing provisions permit indemnification or exculpation of our Manager, executive officers or other persons controlling us from liability arising under the Securities Act, we have been informed that in the opinion of the SEC this indemnification and exculpation is against public policy as expressed in the Securities Act and is therefore unenforceable.

INDEPENDENT AUDITORS

The financial statements of our Company and the Developer, which comprise the balance sheet as of September 30, 2022, and the related statements of operations, members’ equity and cash flows for the period from August 26, 2022 (date of inception) through September 30, 2022, included in this offering circular and the related notes to those financial statements, have been audited by Lane Gorman Trubitt, LLC, an independent public accounting firm, as stated in their report appearing elsewhere herein

LEGAL MATTERS

Certain legal matters in connection with this offering, including the validity of the Bonds, will be passed upon for us by Whiteford, Taylor & Preston, LLP.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Our Manager maintains a website, www.MCIInvest.com, which contains additional information concerning us, our Manager and our Sponsor. We will file, annual, semi-annual and special reports, and other information, as applicable, with the SEC. You may read and copy any document filed with the SEC at the SEC’s public company reference room at Room 1580, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains a web site that contains reports, and informational statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

Our Company has filed an offering statement of which this offering circular is a part with the SEC under the Securities Act. The offering statement contains additional information about us. You may inspect the offering statement without charge at the office of the SEC at Room 1580, 100 F Street, N.E., Washington, D.C. 20549, and you may obtain copies from the SEC at prescribed rates.

This offering circular does not contain all of the information included in the offering statement. We have omitted certain parts of the offering statement in accordance with the rules and regulations of the SEC. For further information, we refer you to the offering statement, which may be found at the SEC’s website at http://www.sec.gov. Statements contained in this offering circular and any accompanying supplement about the provisions or contents of any contract, agreement or any other document referred to are not necessarily complete. Please refer to the actual exhibit for a more complete description of the matters involved.

INDEX TO FINANCIAL STATEMENTS

MCI INCOME FUND VII, LLC

SEPTEMBER 30, 2022

MCI DEVELOPMENT 1, LLC 

SEPTEMBER 30, 2022

LANE GORMAN TRUBITT, LLC

Accountants & Advisors

Independent Auditors' Report

To the Members

MCI Income Fund VII, LLC

Report on the Financial Statements

We have audited the accompanying financial statements of MCI Income Fund VII, LLC (the "Company"), which comprise the balance sheet as of September 30, 2022, and the related statements of operations and changes in members' capital and cash flows for the period of August 26, 2022 (Inception) through September 30, 2022, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MCI Income Fund VII, LLC as of September 30, 2022, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of MCI Income Fund VII, LLC and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about MCI Income Fund VII, LLC's ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

Auditors' Responsibilities for the Audit of the Financial Statements (Continued)

In performing an audit in accordance with generally accepted auditing standards, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ Lane Gorman Trubitt, LLC

Dallas, Texas

November 14, 2022

MCI Income Fund VII, LLC 

Balance Sheet 

September 30, 2022

MCI Income Fund VII, LLC

Statement of Operations and Changes in Members' Capital

For the period August 26, 2022 (Inception) through September 30, 2022

MCI Income Fund VII, LLC

Statement of Cash Flows

For the period August 26, 2022 (Inception) through September 30, 2022

MCI Income Fund VII, LLC

NOTES TO FINANCIAL STATEMENTS

NATURE OF BUSINESS

MCI Income Fund VII, LLC (the Company), is a Delaware limited liability company formed to originate loans collateralized by residential and commercial real estate in the United States of America. The Company's plan is to originate, acquire, and manage residential and commercial real estate loans and securities. Megatel Capital Investment, LLC is the Manager of the Company. The Company is headquartered in Dallas, Texas.

The Company was formed on August 26, 2022 and has not commenced operations. The Company anticipates raising a maximum of $75 million of capital in the form of bonds pursuant to an exemption from registration under the amendments to Regulation A (“Regulation A”) of the Jumpstart Our Business Startups Act of 2020 (the “JOBS act”), which amended section 3(b) of the Securities Act of 1933. The Company's term is indefinite as of September 31, 2022.

A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows.

Member Liability

A member is not personally liable or bound for the expenses, liabilities or obligations of the Company beyond the amount of such member's capital contributions as defined in the company agreement. No member shall be obligated to provide additional capital contributions outside the “original capital contribution” made upon admission to the Company or to make a loan to the Company.

Cash

The Company considers all highly liquid investments with an original maturity of three months or less when purchased, to be cash. The Company maintains cash balances in financial institution transactional accounts in Texas, which at times may exceed insured limits. The Company is exposed to credit risk due to current market conditions but has not experienced any loss in such accounts and does not anticipate any loss as a result of such credit risk.

Notes Receivable and Allowance for Losses

Notes receivable are stated at unpaid principal balances. Interest on the notes receivable is recognized over the term of the note and is calculated using the simple-interest method on principal amounts outstanding.

Notes receivable are charged-off to expense when they are deemed uncollectible. Management's periodic evaluation of uncollectible notes receivable is based on past loss experience, known and other risks inherent in the portfolio, specific impaired notes receivable, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral, and current economic conditions.

The Company considers a note uncollectible when based on current information or factors, it is probable that the Company will not collect the principal and interest payments according to the note agreement. Management considers many factors in determining whether a note is impaired, such as payment history and value of collateral. As of September 30, 2022, no notes receivable have been issued or determined to be uncollectible by the Company.

Bonds Payable

The Company issued bonds will be held as a liability upon the effective date of closing. The bond interest will be expensed on an accrual basis.

MCI Income Fund VII, LLC

NOTES TO FINANCIAL STATEMENTS

Revenue Recognition

Revenue is derived from interest income earned on notes receivable from related parties. Interest income is recognized on the accrual basis of accounting, based on the terms of the note receivable agreement. As of September 30, 2022, the Company has not issued any notes receivable due from related parties and has not recognized any interest income.

Expense Recognition

Operating and other related expense are recorded on an accrual basis as incurred.

Income Taxes

The Company has elected to be taxed as a partnership. In lieu of corporation income taxes, the members of the Company are responsible for their pro-rata share of The Company's taxable income.

The Company evaluates tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. Management has evaluated the Company's tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of the income tax provision. No interest and penalties have been accrued as of September 30, 2022.

Use of Estimates

In preparing the Company's financial statements, management is required to make estimates and assumptions that affect the collectability of the notes receivable — related parties and the accrued interest on the notes payable, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. It is at least reasonably possible that the estimates will change materially in the near term.

Allocation of Net Income and Loss

The operating agreement provides detailed provisions regarding the allocation of net income and losses among the members of the Company. Generally, items of income and expense are allocated among members in proportion to their applicable membership interest. Members of the Company should refer to the operating agreement for a complete description of the membership provisions.

After the close of the initial bond issuance and first full quarter of operations, the Company anticipates making monthly interest payments to the A and B bondholders at a rate of 7.00% and 7.50% per annum, respectively. The bonds will be secured by the underlying liens form the loans made to related parties.

The bonds will mature on June 30^th of the fourth year following the initial year of issuance of the applicable series of bonds. The bonds will automatically renew at the same interest rate for two additional three-year terms, unless redeemed upon maturity at the Company's or bondholder's election.

MCI Income Fund VII, LLC

NOTES TO FINANCIAL STATEMENTS

The bonds will be redeemable beginning July 1, 2025 at a rate of 10.0% per quarter unless the load from issuing the bonds has not been fully recovered, then the bonds will redeem at 5% per quarter.

As of September 30, 2022, the Company has not issued any bonds.

The operations of the Company are governed by the Company agreement. The common member of the Company is MCI Holdings, LLC. The common member of the Company is responsible for all management and decisions of the Company. No members will be liable for additional calls in excess of the original commitment.

The managing member has incurred and will continue to incur organizational and offering expenses which are reimbursable from the Company, at 2% of total gross proceeds from the bond offerings. Organizational and offering costs include all costs and expenses to be paid by the Company in connection with the formation of the Company and the offering, including the Company's legal, accounting, printing, mailing and filing fees, charges of our escrow agent, reimbursement of our dealer manager and participating broker-dealers for due diligence expenses, and other costs in connection with administrative oversight of the offering and the marketing process. The organizational and offering costs are not represented on the Company's financial statements due to these being contingent upon a successful completion of the bond offerings. The Company will begin to accrue organizational and offering expenses when proceeds from the offering are received. The Company will expense organization costs when incurred. As of September 30, 2022, there have been approximately $35,000 of organizational costs incurred by the managing member.

The Company has provided general indemnifications to the Managing Member, any affiliate of the managing member and any person acting on behalf of the managing member or that affiliate when they act, in good faith, in the best interest of the Company. The Company is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim but expects the risk of having to make any payments under these general business indemnifications to be remote.

Management has evaluated subsequent events through November 14, 2022, which is the date the financial statements were available to be issued.

LANE GORMAN TRUBITT, LLC

Accountants & Advisors

Independent Auditors' Report

To the Members

MCI Development 1, LLC

Report on the Financial Statements

We have audited the accompanying financial statements of MCI Development 1, LLC (the "Company"), which comprise the balance sheet as of September 30, 2022, and the related statements of operations and changes in members' capital and cash flows for the period of August 26, 2022 (Inception) through September 30, 2022, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MCI Development 1, LLC as of September 30, 2022, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of MCI Development 1, LLC and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about MCI Development 1, LLC's ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

Auditors' Responsibilities for the Audit of the Financial Statements (Continued)

In performing an audit in accordance with generally accepted auditing standards, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ Lane Gorman Trubitt, LLC

Dallas, Texas

December 27, 2022

MCI Development I, LLC

Balance Sheet

September 30, 2022

MCI Development 1, LLC

Statement of Operations and Changes in Members' Capital

For the period August 26, 2022 (Inception) through September 30, 2022

MCI Development 1, LLC

Statement of Cash Flows

For the period August 26, 2022 (Inception) through September 30, 2022

MCI Development 1, LLC

NOTES TO FINANCIAL STATEMENTS

NATURE OF BUSINESS

MCI Development 1, LLC (the Company), is a Wyoming limited liability company formed for the acquisition of: (A) parcels of real property (including but not limited to raw/unentitled land and/or finished lots) (i) for development into single-family residential lots, (ii) for the construction of single-family homes to be marketed and sold to homebuyers, (iii) for the construction of condominiums to be marketed and sold to homebuyers, and (iv) for the development and/or construction of multi-family residential communities, (v) for the development and/or construction of storage facilities, retail, and/or other commercial real estate assets, or mixed-use properties; (B) the acquisition of existing single-family homes to be redeveloped, renovated, and/or repositioned for marketing and sale; (C) the acquisition of existing multifamily properties to be redeveloped, renovated, and/or repositioned for marketing and sale, and/or (D) the acquisition of existing commercial properties to be redeveloped, renovated, and/or repositioned for marketing and sale. 

The Company was formed on August 26, 2022 and has not commenced operations

The Company’s operational activity will be derived from the sale of land and property which has been acquired, developed and constructed through debt financing from MCI Income Fund VII, LLC, third party lenders, as well as capital contributions from the Company’s members, pursuant to the capital call provisions of its limited liability company agreement. Construction, development, marketing and sales services associated with projects undertaken by the Company will be provided by contracted vendors, which may be affiliates of Megatel Capital Investment, LLC, or third parties, pursuant to contractual arrangements agreed to at the time such services are engaged.

A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows.

Member Liability

A member is not personally liable or bound for the expenses, liabilities or obligations of the Company beyond the amount of such member's capital contributions as defined in the company agreement. No member shall be obligated to provide additional capital contributions outside the “original capital contribution” made upon admission to the Company or to make a loan to the Company.

Cash

The Company considers all highly liquid investments with an original maturity of three months or less when purchased, to be cash. The Company maintains cash balances in financial institution transactional accounts in Texas, which at times may exceed insured limits. The Company is exposed to credit risk due to current market conditions but has not experienced any loss in such accounts and does not anticipate any loss as a result of such credit risk.

Inventory

Inventory is stated at the lower of cost and net realizable value. Net realizable value is equal to the estimated sales price of the property in the ordinary course of business, less reasonably predictable costs of completion. Inventory includes the costs of lot acquisition and construction costs, capitalized interest, real estate taxes and direct overhead costed incurred during the development and construction of the property. As of September 30, 2022, the Company had no costs capitalized for the purchase or development/construction of the properties held in inventory.

Revenue Recognition

Revenue and the associated profits from sales of the properties are recognized at the time of the closing of a sale, when title to and possession of the property are transferred to the purchaser. The Company's performance obligation, to deliver the agreed-upon property, is generally satisfied in less than one year from the original contract date.

For the period of August 26, 2022 (inception) to September 30, 2022, there were no sales or associated profits generated from the sale of properties by the Company.

MCI Development 1, LLC

NOTES TO FINANCIAL STATEMENTS

Expense Recognition

All costs incurred during the development and construction of the property are capitalized and recorded as inventory and recognized as cost of sales upon closing of the property. Costs incurred after the properties are completed are charged to selling, general and administrative ("SG&A") as incurred. Operating and other related expense are expensed as incurred.

For the period of August 26, 2022 (inception) to September 30, 2022, the Company incurred did not have any sales of properties charged to cost of sales, did not incur any SG&A costs for completed properties, or incur any operating or other related expenses.

Income Taxes

The Company has elected to be taxed as a partnership. In lieu of corporation income taxes, the members of the Company are responsible for their pro-rata share of The Company's taxable income. 

The Company evaluates tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. Management has evaluated the Company's tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of the income tax provision. No interest and penalties have been accrued as of September 30, 2022. 

Use of Estimates

In preparing the Company's financial statements, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. It is at least reasonably possible that the estimates could change materially in the near term. 

The operations of the Company are governed by the Company agreement. No members will be liable for additional calls in excess of the original commitment. 

The operating agreement provides detailed provisions regarding the allocation of net income and losses among the members of the Company. Generally, items of income and expense are allocated among members in proportion to their applicable membership interest. Members of the Company should refer to the operating agreement for a complete description of the membership provisions. 

Management has evaluated subsequent events through December 27, 2022, which is the date the financial statements were available to be issued.

PART III - EXHIBITS

EXHIBIT INDEX

__________________________

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas on January 5, 2023.

By: /s/ Armin Afzalipour                                                

Name: Armin Afzalipour

Its: Co-President

(Principal Executive Officer)

By: /s/ Richard Wygle                                                    

Name: Richard Wygle

Its: Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Exhibit 2(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

MCI INCOME FUND VII, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is effective as of August 26, 2022 (the “Effective Date”), between and among Megatel Capital Investment, LLC, a Delaware limited liability company (the “Manager”) and MCI Holdings, LLC, a Delaware limited liability company (the “Initial Member”), on the terms and conditions below. All capitalized terms not otherwise defined herein shall have the meaning set forth for such terms in Appendix I.

RECITALS

By execution of this Agreement, pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §18- 101, et seq„ as amended from time to time (the “Act”), the Manager and the Initial Member hereby agree as follows:

SECTION I
THE COMPANY

1.1 Formation. The Company has been organized as a limited liability company under and pursuant to the provisions of the Act by the filing of the certificate of formation of the Company (as amended from time to time, the “Certificate”) with the office of the Secretary of State of Delaware, State of Delaware on August 26, 2022. The fact that the Certificate is on file in the office of the Secretary of State, State of Delaware, shall constitute notice that the Company is a limited liability company. The rights and liabilities of the holders of membership interests (the “Members”) shall be as provided under the Act, the Certificate, and this Agreement.

1.2 Name. The name of the Company is “MCI Income Fund VII, LLC,” and all business of the Company shall be conducted in such name. The Manager of the Company may change the name of the Company upon notice to the Members.

1.3 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

1.4 Powers. In furtherance of the foregoing, but not as a limitation thereon, the Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 1.3, including, but not limited to, the power to:

1.5 Registered Office; Registered Agent; Principal Place of Business.

(a) The registered office of the Company required by the Act to be maintained in the State of Delaware is the initial registered office named in the Certificate or such other office (which need not be the place of business of the Company) as the Manager may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons (a “Person” being an individual, partnership, limited liability company, corporation, trust, estate, association, nominee or other entity) as the Manager may designate in the manner provided by the Act.

(c) The principal place of business of the Company is at 2101 Cedar Springs Road, Suite 700, Dallas, Texas 75201. The Manager may change the principal place of business of the Company to any other place within or outside of the State of Delaware upon notice to the Members, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Manager may designate from time to time.

1.6 Term. The term of the Company commenced on the date the Certificate was filed in the office of the Secretary of State of Delaware in accordance with the Act and shall continue perpetually until it is dissolved and liquidated in accordance with Section XI of this Agreement.

1.7 Title to Property. All real and personal property acquired by the Company, including cash, and any improvements thereon, and both tangible and intangible property (“Property”) shall be owned by the Company as an entity, and at all times after the Effective Date, the Company shall hold title to all of its Property in the name of the Company and not in the name of any Member. No Member shall have any ownership interest in the Company’s Property in its individual name (notwithstanding each Member’s limited liability company interest in the Company, which shall be the personal property of each Member for all purposes).

1.8 Required Filings. The Manager shall execute, acknowledge, file, record, and/or publish such certificates and documents as may be required by this Agreement or by law in connection with the formation and operation of the Company.

SECTION II

INTERESTS, CAPITALIZATION AND FINANCING

2.1 Interests. The limited liability company interests in the Company shall consist of a class of common limited liability company interests (the “Common Interests” or the “Interests”). Each owner of one or more Common Interests shall be referred to herein as a “Common Member,” or the “Members,” and each, a “Member.” The Interests will not be evidenced by certificates unless otherwise determined by the Manager in its sole discretion. The aggregate number of Interests that the Company shall have authority to issue shall be One Hundred (100), of which One Hundred (100) shall be Common Interests.

2.2 Initial Member Capital Contribution for Common Interests. The Initial Member shall contribute the sum of $100.00 in cash to the Company as of the Effective Date and shall receive 100 Common Interests therefor.

2.3 Admission of a Member. To the extent required by law, the Manager shall amend this Agreement and take such other action as the Manager deems necessary or appropriate promptly after receipt of the Members’ Capital Contributions to reflect the admission of those Persons as Members of the Company.

2.4 Liabilities of Members. Except as specifically provided in this Agreement or as required by law, neither the Manager nor any Member shall be required to make any additional Capital Contributions to the Company, and no Manager or Member shall be liable for the expenses, liabilities or any other obligations of the Company solely by reason of being a Manager or Member of the Company, nor shall the Manager or the Members be required to lend any funds to the Company or to repay to the Company, any Member, any creditor of the Company or any other Person, any portion of, or all of, any deficit balance in a Member’s Capital Account. For the avoidance of doubt, the Manager has no authority to bind the Members to any agreement that would preempt the foregoing limitation on liabilities, whether acting through a power of attorney as granted to the Manager in each Member’s Subscription Agreement, or otherwise.

2.5 Third Party Beneficiaries. The parties to this Agreement shall be entitled to all of the privileges, benefits, and rights contained herein; no other party shall be a third-party beneficiary or have any rights hereunder or be able to enforce any provision contained herein.

SECTION III
ALLOCATIONS

3.1 Profits and Losses.

(a) Profits. After giving effect to the special allocations set forth in Sections 3.2 and 3.3, Profits for any Allocation Year shall be allocated to the Members in proportion to their Membership Percentages.

(b) Losses. After giving effect to the special allocations set forth in Sections 3.2 and 3.3 and subject to Sections 3.4 and 3.5, Losses for any Allocation Year shall be allocated to the Members in proportion to their Membership Percentages.

3.2 Special Allocations and Section 754 Adjustments.

(a) Certain Special Allocations. Notwithstanding Section 3.1(a) and Section 3.1(b), special allocations of Profits, Losses, or specific items of income, gain, loss or deduction may be specially allocated for any Allocation Year as follows:

(i) Minimum Gain Chargeback. The Company shall allocate items of income and gain among the Members at such times and in such amounts as necessary to satisfy the minimum gain chargeback requirements of Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

(ii) Member Minimum Gain. Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Section 3, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation 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 Regulations Section 1.704--2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 3.2(a)(ii) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

(iii) Qualified Income Offset. The Company shall specially allocate items of income and gain when and to the extent required to satisfy the “qualified income offset” requirements within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d).

(b) Nonrecourse Deductions. Nonrecourse Deductions for any Allocation Year (or other applicable period) shall be specially allocated pro rata among the Members, based upon their respective Membership Percentages except to the extent that the Code and Regulations require that such deductions be allocated in some other manner.

(c) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1).

(d) Allocations Relating to Taxable Admission of Additional Members/Issuance of Interests. Any income, gain, loss, or deduction realized as a direct or indirect result of the admission of additional Members to the Company and/or the issuance of Interests (“Issuance Items”) shall be allocated among the Members so that, to the maximum extent possible, the net amount of such Issuance Items, together with all other allocations under this Agreement to each Member shall be equal to the net amount that would have been allocated to each such Member if the Issuance Items had not been realized.

(e) Compliance with Code. It is the intent of the Members that allocations (including allocations on liquidation) of income, gain and loss (or items thereof) of the Company shall be made in a manner which complies with provisions of Section 704(b) of the Code and the Regulations thereunder and which reflects the Members’ interests in the Company as determined under Regulations Section 1.704-1(b)(3). In furtherance of the foregoing, the Manager is authorized and directed to allocate income, gain, loss or deduction in a manner which is inconsistent with this Section III to the extent necessary to comply with Section 704(b) of the Code and the Regulations thereunder; provided that such allocations shall be made, to the extent possible, to reflect the economics set forth in the distribution provisions of Sections 4 and 11.2.

(f) Maintenance of Capital Accounts. The provisions of this Agreement relating to the maintenance of Aggregate Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations; provided, however, that the Gross Asset Value of each asset shall be computed in accordance with the definition of “Gross Asset Value” in Appendix I. In the event the Manager shall determine that it is prudent to modify the manner in which the Aggregate Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed Property or which are assumed by the Company or any Members), are computed in order to comply with such Regulations, the Manager may make such modification, provided that it is not likely to have a material effect on the amounts distributed hereunder. The Manager shall also have the authority to make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

3.3 Curative Allocations. The Manager shall have the right and obligation to adjust the allocations of Profits and Losses to reflect the intended economics of the Company. The allocations set forth in Sections 3.2(a), 3.2(b) 3.2(c) and 3.4 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 3.3. Therefore, notwithstanding any other provision of this Section III (other than the Regulatory Allocations), the Manager in good faith shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Aggregate Capital Account balance is, to the extent and as quickly as possible, equal to the Aggregate Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Sections 3.1 and 3.2 To the extent possible, the offsetting special allocations made to a Member pursuant to the preceding sentence shall be made to the separate Capital Account balances of such Member in such proportions as will cause such separate Capital Account balances to be the same as if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 3.1.

3.4 Loss Limitation. Losses allocated pursuant to Section 3.1 shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Allocation Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 3.1 hereof, the limitation set forth in this Section 3.4 shall be applied on a Member-by-Member basis, and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such Member’s Aggregate Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

3.5 Other Allocation Rules.

(a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Manager using any permissible method under Code Section 706 and the Regulations thereunder.

(b) The Members are aware of the income tax consequences of the allocations made by this Section III and hereby agree to be bound by the provisions of this Section III in reporting their shares of Company income and loss for income tax purposes, except to the extent otherwise required by law.

(c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations Section 1.752-3(a)(3), the Member’s interests in Company Profits are in proportion to their respective Membership Percentages on the date with respect to which such determination is being made.

(d) Tax credits and any other items other than Profits and Losses that are not otherwise expressly provided for herein shall be allocated to the Members in proportion to their respective Membership Percentages on the date with respect to which such determination is being made.

(e) To the extent permitted by Section 1.704-2(h)(3) of the Regulations, the Members shall endeavor to treat distributions as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Member.

SECTION IV
DISTRIBUTIONS

4.1 Distributions.

(a) The Manager shall cause the Company to distribute, at least monthly, 100% of the Company’s Distributable Cash to the Common Members in proportion to the Common Capital Account of each Common Member.

(b) The Manager shall have sole discretion to determine the amounts available as Distributable Cash, which shall be net of, among other items, Reserves and expenses. The Members acknowledge that expenses of the Company and its Affiliates shall be paid or provided for before the determination of Distributable Cash available to be distributed hereunder, and it is the Manager’s intention to allocate such expenses fairly between the Company and its Affiliates in which the Company has an interest. The Manager shall, in its discretion, periodically review any Reserves created for the payment of anticipated Company fees and expenses, commitments, clawbacks or other legal obligations and release any excess amounts in such Reserves for distribution in accordance with this Section IV. Distributions made to any Member during a fiscal year shall be considered drawings of money against their distributive shares of income for purposes of Regulations Section 1.731-1(a)(1)(ii).

4.1 Withholding Obligations.

(a) If the Company is required (as determined in good faith by the Manager) to make a payment with respect to any Member to discharge any legal obligation of the Company or the Manager to make payments to any governmental authority with respect to any federal, foreign, state or local tax liability of such Member arising as a result of such Member’s Interests in the Company (a “Tax Payment”), then, notwithstanding any other provision of this Agreement to the contrary, the amount of any such Tax Payment shall be deemed to be a loan by the Company to such Member, which loan shall bear interest at the Prime Rate and be payable upon demand or by offset to any distribution which otherwise would be made to such Member.

(b) If and to the extent the Company is required to make any Tax Payment with respect to any Member, or elects to make payment on any loan described in Section 4.2(a) by offset to a distribution to a Member, either (i) such Member’s proportionate share of such distribution shall be reduced by the amount of such Tax Payment, or (ii) such Member shall pay to the Company prior to such distribution an amount of cash equal to such Tax Payment.

(c) The Manager shall be entitled to hold back any distribution to any Member to the extent the Manager believes in good faith that a Tax Payment will be required with respect to such Member in the future and the Manager believes that there will not be sufficient subsequent distributions to make such Tax Payment.

SECTION V
MANAGEMENT

5.1 General. The business and affairs of the Company shall be managed solely by the Manager. Except as otherwise set forth in this Agreement, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and all Property of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business. No Member (with the exception of the Manager, in the event the Manager becomes a Member) shall have the authority or power to act for, or on behalf of, the Company, to do any act that would be binding on the Company, or to incur any expenditure on behalf of the Company.

5.2 Exclusive Management by Manager. Except as may otherwise be expressly provided in this Agreement, the Manager shall have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company. Except as otherwise provided herein, no non-Manager shall have the right to vote on or consent to any action by the Company or the Manager. Except as required in this Agreement or the Act, the Manager shall possess all power, on behalf of the Company, to do or authorize the Company (or to direct the officers of the Company, if any, on behalf of the Company), to do all things necessary or convenient to carry out the business and affairs of the Company. Without limiting the generality of the foregoing, the Manager is authorized to endorse checks, drafts, and other evidences of indebtedness made payable to the order of the Company, and may sign all checks, drafts and other instruments obligating the Company to pay money and may sign contracts and other obligations on behalf of the Company. Notwithstanding anything to the contrary herein, this Agreement shall not in any way limit any rights of any employee under any employment or similar agreement with the Company.

5.3 Compensation. For the services rendered by it in its capacity as a Manager under this Agreement, the Manager shall receive such compensation, if any, as set forth herein. Any compensation paid to a Member will be deemed for all purposes as a guaranteed payment under Section 707(c) of the Code.

5.4 Other Business.

(a) The Manager is not obligated to devote all of its time or business efforts to the affairs of the Company but shall comply with the terms of the governing documents of the Company and any other entity or organization applicable thereto. The Manager shall devote to the Company whatever time, effort, and skill that the Manager deems appropriate to carry out the duties of the Manager set forth herein or for the operation of the Company.

(b) Subject to Section 5.4(c), the Manager may engage or invest, independently or with others, directly or indirectly, in any business activity and may purchase, sell, hold, or otherwise deal with any securities or real estate opportunities for the account of any such other business, for its own accounts or for others. Neither the Company nor the Members shall have any rights in or to such independent ventures or activities or the income or profits therefrom by virtue of this Agreement.

(c) For the duration of the Company, the Manager shall not form, sponsor, or act (other than through the Company), directly or indirectly, as general partner of any pooled investment entity that meets the Company’s investment criteria, unless such entity is formed solely for the purpose of holding the investments of the Person who controls the Manager or the investments of any members of such Person’s extended family.

5.5 Appointment of Officers.

(a) The Manager shall have the right to appoint officers of the Company to assist with the day-to-day management of the business and affairs of the Company. Such officers may include a president, one or more vice presidents, a chief financial officer, a secretary and one or more assistant secretaries. The officers shall serve at the pleasure of the Manager, subject to all rights, if any, of any officer under any contract of employment. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as shall be determined from time to time by the Manager.

(b) The Manager may designate signatories to execute documents for and on behalf of the Company.

5.6 Standard of Care; Liability; Indemnification.

(a) The Manager shall discharge its duties as such in good faith and shall act fairly in all dealings with other Persons in its capacity as a Manager, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner it reasonably believes to be in the best interests of the Company.

(b) The Manager and its members, managers, affiliates, owners, officers, employees, attorneys, and agents, and each officer or employee of the Company (each, an “Indemnitee”) shall, to the fullest extent permitted or required by the Act, be exculpated from, and indemnified by, the Company against any liability, loss, damage, penalty, action, claim, judgment, settlement, cost, or expense of any kind or nature whatsoever (including all reasonable attorneys’ fees, costs, and expenses of defense, appeal, and settlement of any proceedings instituted against such Indemnitee or the Company and all costs of investigation in connection therewith) that relates to or arises out of, or is alleged to relate to or arise out of, any action or inaction on the part of the Company or such Indemnitee acting on behalf of the Company; provided, an Indemnitee shall be entitled to indemnification hereunder only to the extent that such Indemnitee’s conduct did not constitute gross fraud, willful misconduct, or gross negligence. The Company shall advance expenses incurred by such Indemnitee upon the receipt by the Company of the signed statement of such Indemnitee agreeing to reimburse the Company for such advance in the event it is ultimately determined that such Indemnitee is not entitled to be indemnified by the Company for such expenses. No Indemnitee shall be liable for the acts, receipts, neglects, defaults, or omissions of any other Indemnitee or agent of the Company.

(c) Not Exclusive. The indemnification and advancement of expenses provided by or granted pursuant to this Section 5.6 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement or by applicable law.

(d) Beneficiaries. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.6 shall continue as to a Person who has ceased to be the Manager (and the members, managers, affiliates, owners, officers, employees, attorneys, and agents of such Person), an officer, or an employee, and shall inure to the benefit of the personal representatives, executors, or administrators of such a Person.

(e) Limit on Liability of Members. The indemnification set forth in this Section 5.6 shall in no event cause the Members to incur any personal liability beyond their positive Capital Accounts, nor shall it result in any liability of the Members to any third party.

SECTION VI

ROLE OF MEMBERS: WITHDRAWAL, PARTITION AND OTHER ISSUES

6.1 Withdrawal/Resignation. Except as otherwise provided in Sections II, IV and XI hereof, no Member shall demand or receive a return on or of its Capital Contribution or withdraw from the Company without the consent of the Manager. Under circumstances requiring a return of any Capital Contribution, no Member has the right to receive Property other than cash except as may be specifically provided herein.

6.2 Member Compensation. No Member shall receive any interest, salary, or drawing with respect to its Capital Contribution or any Capital Account or for services rendered on behalf of the Company, or otherwise, in its capacity as a Member, except as otherwise provided in this Agreement or any employment agreement entered into by Company with such Member.

6.3 Member Liability. No Member shall be liable under a judgment, decree, or order of a court, or in any other manner for the Debts or any other obligations or liabilities of the Company. A Member shall be liable only to make its Capital Contributions. No Member shall be required to restore a deficit balance in its Aggregate Capital Account or to lend any funds to the Company or, after its Capital Contributions have been made, to make any additional contributions, assessments, or payments to the Company, notwithstanding anything to the contrary contained herein.

6.4 Partition. While the Company remains in existence or is continued, each Member agrees and waives its rights to have any Property partitioned, or to file a complaint or to institute any suit, action, or proceeding at law or in equity to have any such Property partitioned, and each Member, on behalf of itself, its successors, and assigns hereby waives any such right.

6.5 Other Instruments. Each Member hereby agrees to execute and deliver to the Company within five (5) Business Days after receipt of a written request therefor, such other and further documents and instruments, statements of interest and holdings, designations, powers of attorney and other instruments and to take such other action as the Manager reasonably deems necessary, useful or appropriate to comply with any laws, rules or regulations as may be necessary to enable the Company to fulfill its responsibilities under this Agreement.

SECTION VII

ACCOUNTING, BOOKS AND RECORDS

7.1 Books and Records.

(a) The Company shall keep at its principal place of business each of the records required to be maintained by the Act, as well as any others agreed upon by the Manager or otherwise required for the Company to fulfill its financial and accounting obligations to the Members.

(b) On written request stating the purpose, a Member may examine and copy in person, at any reasonable time, for any proper purpose reasonably related to such Member’s Interest, and at the Member’s expense, records required to be maintained under the Act and such other information regarding the business, affairs, and financial condition of the Company as is just and reasonable for the Member to examine and copy.

7.2 Tax Matters.

(a) Tax Elections. The Company may designate a partnership representative for any taxable year pursuant to Code Section 6223 (the “Partnership Representative”). The Partnership Representative shall, without any further consent of the Members being required (except as specifically required herein), have the authority to decide whether to make any and all elections for federal, state, local, and foreign tax purposes, and to extend the statute of limitations for assessment of tax deficiencies against the Members with respect to adjustments to the Company’s federal, state, local, or foreign tax returns. To the extent provided in Code Sections 6221 through 6223 (as in effect before amendment of the Bipartisan Budget Act of 2015) and similar provisions of federal, state, local, or foreign law, the Partnership Representative shall represent the Company and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company or the Members in their capacities as Members, and to file any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of the Company and the Members. Arash Afzalipour is specifically authorized to act as the Partnership Representative under the Code and in any similar capacity under applicable state or local law.

(b) Tax Information. Necessary tax information shall be delivered to each Member as soon as practicable after the end of each Fiscal Year of the Company.

7.3 Financial Statements and Other Reports. The Manager shall make available to each Member, upon request, and as soon as reasonably practicable: (a) after the end of each calendar quarter, a written update on the business and affairs and the financial status of the Company; and (b) after the end of each Fiscal Year of the Company, audited financial statements of the Company for such Fiscal Year prepared by the Company.

7.4 Tax Status. It is intended that the Company shall be treated as a partnership (or as a disregarded entity if there is only one Member) for federal and state income tax purposes. Notwithstanding the foregoing, no provision of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

7.5 Fiscal Year. The fiscal year of the Company shall be the calendar year.

SECTION VIII
TRANSFERS

8.1 Restrictions on Transfers. No Interest may be Transferred in whole or in part by any Member to any Person, except with the written consent of the Manager, which may be granted or withheld by the Manager in its sole discretion (an “Approved Transfer”). In no event shall any Interest be assigned or Transferred to any Person if (a) such assignment or transfer could cause the Company to become a “publicly traded partnership,” or to have more than ninety (90) partners, within the meaning of Code Section 7704 and the Regulations promulgated thereunder, or (b) unless otherwise agreed to by the Manager, such assignment or transfer could cause a termination of the Company within the meaning of Code Section 708(b)(1)(B).

THE INTERESTS HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF BY A MEMBER WITHOUT THE PRIOR WRITTEN CONSENT OF THE MANAGER, COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, AND COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, THE RULES AND REGULATIONS PROMULGATED UNDER EACH OF SUCH ACTS AND ANY APPLICABLE STATE “BLUE SKY” OR SECURITIES LAWS.

8.2 Prohibited Transfers. Except as specifically provided in Section 8.1, any purported Transfer of Interests shall be null and void and of no force or effect whatever; provided that, if the Company is required to recognize a Transfer that is not an Approved Transfer, the Interests Transferred shall be strictly limited to the Transferor’s rights to allocations and distributions as provided by this Agreement with respect to the Transferred Interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the Transferor or Transferee of such Interests may have to the Company.

In the case of a Transfer or attempted Transfer of Interests that is not an Approved Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members and the Company may incur (including, without limitation, incremental tax liabilities, attorney fees and expenses and the costs of reversing an unapproved transfer) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

8.3 Rights of Unadmitted Assignees. A Person who acquires Interests but who is not admitted as a substituted Member pursuant to Section 8.4 shall be entitled only to allocations and distributions with respect to such Interests in accordance with this Agreement and shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company, and shall not have any of the rights of a Member under the Act or this Agreement.

8.4 Admission of Substituted Members. Subject to the other provisions of this Section VIII, a Transferee of Interests may be admitted to the Company as a substituted Member only upon satisfaction of the conditions set forth in this Section 8.4:

(a) The Interests with respect to which the Transferee is being admitted were acquired by means of an Approved Transfer;

(b) The Transferee of Interests (other than, with respect to clauses (i) and (ii) below, a Transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Manager (and, in the case of clause (ii) below, the Transferor Member), (i) accept and adopt the terms and provisions of this Agreement and (ii) assume the obligations of the Transferor Member under this Agreement with respect to the Transferred Interests. The Transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the Transferor Member prior to Transfer arising out of a breach of this Agreement by Transferor Member, (y) in the case of a Transfer to any Person other than a Member or any of its controlled Affiliates, those obligations or liabilities of the Transferor Member based on events occurring, arising, or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its controlled Affiliates, any Capital Contribution or other financing obligation of the Transferor Member under this Agreement;

(c) The Transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the Transferee as a Member with respect to the Transferred Interests; and

(d) Except in the case of a Transfer involuntarily by operation of law, if required by the Manager, the Transferee shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the Transferee and Transferor shall each execute and deliver such other instruments as the Manager reasonably deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

8.5 Distributions and Allocations in Respect of Transferred Interests. If any Interests are Transferred during any Allocation Year in compliance with the provisions of this Section VIII, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests for such Allocation Year shall be divided and allocated between the Transferor and the Transferee by taking into account their varying holdings of Interests during the calendar year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Manager. All distributions on or before the date of such Transfer shall be made to the Transferor, and all distributions thereafter shall be made to the Transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Interests were Transferred and such other information as the Manager may reasonably require within thirty (30) Business Days after the end of the Allocation Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, was the owner of the Interests on the last day of such Allocation Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 8.5, whether or not the Company has knowledge of any Transfer of ownership of any Interests.

SECTION IX

DISSOLUTION AND WINDING UP

9.1 Dissolution Events.

(a) Except as otherwise provided in the Act, the Company shall dissolve and shall commence winding up and liquidation upon (i) the written election of the Manager to dissolve, wind up, and liquidate the Company; or (ii) the removal of the Manager for Cause pursuant to Section 5.7 hereof (each, a “Dissolution Event”).

(b) The Bankruptcy, dissolution, retirement, death, or resignation of the Manager shall not cause the dissolution of the Company.

9.2 Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with, or not necessary to, or appropriate for, the winding up of the Company’s business and affairs, provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Company’s assets have been distributed pursuant to this Section 9.2 and the Certificate has been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the winding up and dissolution of the Company, which winding up and dissolution shall, to the extent practical, be completed within twelve (12) months of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s Debts, other liabilities and assets and shall cause any assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order:

(a) First, to creditors (including Members who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act;

(b) Second, except as provided in this Agreement, and subject to Section 4.1 herein, to Members and former Members of the Company in satisfaction of liabilities for distribution under Section 18-601 or 18-604 of the Act; and

(b) The balance, if any, to the Members in accordance with their respective positive (credit) balances in their Capital Accounts after all adjustments, and further subject to Section 4.1 herein.

9.3 Deficit Aggregate Capital Accounts. If any Member has a deficit balance in its Aggregate Capital Account (after giving effect to all contributions, distributions, and allocations for all Allocation Years, including the Allocation Year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Section XI may be:

(a) Distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to Section 9.2; or

(b) Withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Members as soon as practicable.

9.4 Rights of Members. Except as otherwise provided in this Agreement, each Member shall look solely to the Property of the Company for the return of its Capital Contribution and has no right or power to demand or receive Property other than cash from the Company. If the assets of the Company remaining after payment or discharge of the Debts or liabilities of the Company are insufficient to return such Capital Contribution, the Members shall have no recourse against the Company or any other Member.

9.5 Notice of Dissolution/Termination.

(a) In the event a Dissolution Event occurs, the Manager shall, within thirty (30) Business Days thereafter, provide written notice thereof to each of the Members and to all other parties with whom the Company regularly conducts business (as determined in the sole discretion of the Manager).

(b) Upon completion of the distribution of the Company’s Property as provided in this Section XI, the Company shall be terminated, and the Liquidator shall cause the filing of the Certificate of Cancellation pursuant to Section 18-203 of the Act and shall take all such other actions as may be necessary to terminate the Company.

9.6 Allocations During Period of Liquidation. Except as otherwise provided in Section 9.2, during the period commencing on the first day of the year during which a Dissolution Event occurs and ending on the date on which all of the assets of the Company have been distributed to the Members pursuant to Section 9.2 (the “Liquidation Period”), the Members shall continue to share Profits, Losses, gain, loss and other items of Company income, gain, loss or deduction in the manner provided in Section IV.

9.7 The Liquidator. The “Liquidator” shall mean a Person appointed by the Manager (including, without limitation, the Collateral Agent in its capacity as Manager following the removal of the Manager for Cause, or the Person appointed thereby) to oversee the liquidation of the Company.

(a) Fees. The Company is authorized to pay a reasonable fee to the Liquidator for its services performed pursuant to this Section IX and to reimburse the Liquidator for its reasonable costs and expenses incurred in performing those services.

(b) Indemnification. The Company shall indemnify, save harmless, and pay all judgments and claims against such Liquidator or any officers, directors, agents or employees of the Liquidator relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Liquidator, or any officers, directors, agents or employees of the Liquidator in connection with the liquidation of the Company, including reasonable attorneys’ fees incurred by the Liquidator, officer, director, agent, or employee in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, except to the extent such liability or damage is caused by the gross fraud, intentional misconduct of, or a knowing violation of the laws by the Liquidator which was material to the cause of action.

9.8 Form of Liquidating Distributions. Notwithstanding anything to the contrary contained in this Agreement, for purposes of making distributions required by Section 9.2, the Liquidator may determine whether to distribute all or any portion of the Property in-kind or to sell all or any portion of the Property and distribute the proceeds therefrom; provided, however, that no such distribution in-kind shall be made to a Member who holds his Interests in a qualified retirement account, including without limitation an individual retirement account without the prior written consent of the custodian or trustee then acting for such Member. In the case of an in-kind distribution of the Property, the Capital Accounts of the Members shall be adjusted in accordance with Section 1.704-1(b)(2)(iv)(e)(1) of the Regulations to reflect the manner in which the unrealized income, gain, loss and deduction inherent in the Property (that has not previously been reflected in the Capital Accounts) would be allocated among the Members if there were a taxable disposition of the Property for its fair market value (taking into account Code Section 7701(g)) on the date of the distribution.

SECTION X

MISCELLANEOUS

10.1 Notices. Any notice, request, instruction or other document to be given hereunder by any party to the other shall be in writing and shall be deemed given to the party to whom addressed: (i) when delivered to such party by hand, (ii) one Business Day after being sent to such party by overnight courier, (iii) three (3) Business Days after being sent to such party by registered or certified mail (return receipt requested, postage prepaid), or (iv) when delivered via email to the Person to whom such notice is addressed, in each case at the following address: (A) if to the Company, to the address determined pursuant to Section 1.5(g); and (b) if to the Members, to the address the Company has on file for such Member.

10.2 Amendments.

(a) Except as provided in Section 10.2(c) hereof, the Manager may amend this Agreement without the consent of the Members (i) to reflect changes validly made in the membership of the Company, in Capital Contributions and Capital Accounts, and take such actions as may be necessary or appropriate to avoid the assets of the Company being treated for any purpose of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Code as assets of any “employee benefit plan” as defined in and subject to ERISA or of any “Plan” as defined in and subject to Section 4975 of the Code (or any corresponding provisions of succeeding law) or to avoid the Company’s engaging in a prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code; and (ii) otherwise as the Manager may determine, in the Manager’s sole discretion.

(b) Notwithstanding Section 10.2(c) hereof, the Manager, without the necessity of obtaining the consent of any Member, shall amend this Agreement from time to time in each and every manner necessary to comply with the existing requirements of the Code, Regulations and rulings of the Internal Revenue Service (or any successor agency thereto) affecting the status of the Company as a “partnership” for federal income tax purposes; and no amendment of this Agreement shall be made that would adversely affect or jeopardize the status of the Company as a “partnership” for federal income tax purposes.

(c) Except as provided in Section 10.2(b) hereof, and notwithstanding anything otherwise to the contrary contained in this Agreement, no Member shall be required without his prior written consent to make any Capital Contribution in excess of the amount set forth in this Agreement.

All amendments made in accordance with this Section 10.2 shall be evidenced by a writing, executed by the Manager in its capacity as such and as attorney-in-fact for the Members, and a copy of such amendments shall be kept at the principal place of business of the Company.

10.3 Binding Effect. Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Members and their respective successors, Transferees, and assigns.

10.4 Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Member. References to Sections are references to Sections of this Agreement unless otherwise specified.

10.5 Time. In computing any period of time pursuant to this Agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included, but the time shall begin to run on the next succeeding day. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is not a Saturday, Sunday or legal holiday.

10.6 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

10.7 Severability. Except as otherwise provided in the succeeding sentence, every provision of this Agreement is intended to be severable, and, if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement. The preceding sentence of this Section 10.7 shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any Member to lose the material benefit of its economic bargain.

10.8 Incorporation by Reference. Every exhibit, appendix, schedule, and other addendum attached to this Agreement and referred to herein is incorporated in this Agreement by reference unless this Agreement expressly otherwise provides.

10.9 Variation of Terms. All terms and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require.

10.10 Governing Law. The laws of the State of Delaware shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties arising hereunder.

10.11 Arbitration. Any dispute, controversy or claim arising out of or in connection with or relating to this Agreement or any breach or alleged breach hereof shall be submitted to, and determined and settled by, arbitration in Dallas County, Texas, pursuant to the rules of the American Arbitration Association, and judgment upon any such arbitration award rendered may be entered in any court having jurisdiction thereof.

10.12 Confidentiality.

(a) Each Member agrees not to divulge, communicate, use to the detriment of the Company or for the benefit of any other Person, or misuse in any way, any confidential information or trade secrets of the Company or its Affiliates, or of any other Member or its Affiliates, including personnel information, secret processes, know-how, customer lists, formulas or other technical data, except as may be required by law (“Confidential Information”); provided, however, this prohibition shall not apply to any information which, through no improper action of such Member, is publicly available or generally known in the industry. Each Member acknowledges and agrees that any Confidential Information such Member has acquired was received in confidence and as a fiduciary of the Company.

(b) It is agreed between the Members that the Company would be irreparably damaged by reason of any violation of the provisions of this Section 10.12, and that any remedy at law for a breach of such provisions would be inadequate. Therefore, the Company shall be entitled to seek and obtain injunctive or other equitable relief (including, but not limited to, a temporary restraining order, a temporary injunction, or a permanent injunction) against any Member, or such Member’s agents, assigns, or successors for a breach or threatened breach of such provisions and without the necessity of proving actual monetary loss or posting of any bond or other security. It is expressly understood among the parties of this Agreement that this injunctive or other equitable relief shall not be the Company’s exclusive remedy for any breach of this Section 10.12, and the Company shall be entitled to seek any other relief or remedy that it may have by contract, statute, law, or otherwise for any breach hereof, and it is agreed that the Company shall also be entitled to recover its attorneys’ fees and expenses in any successful action or suit against any Member relating to any such breach.

(c) Notwithstanding anything in this Agreement to the contrary, to comply with Regulations Section 1.6011-4(b)(3), each Member (and any employee, representative, or other advisor of such Member) may disclose to any and all persons of any kind, the tax treatment and tax structure of the Company or any transactions contemplated by the Company, it being understood and agreed, for this purpose (i) the name of, or any other identifying information regarding (A) the Company or any existing or future Member (or any Affiliate thereof) of the Company, or (B) any investment or transaction entered into by the Company, and/or (ii) any performance information relating to the Company or its investments, the Manager or their Affiliates, does not constitute such tax treatment or tax structure information.

10.13 Counsel to the Company. The Members each acknowledge that this Agreement has been prepared by Whiteford, Taylor & Preston, LLP (both and each, “Counsel”), as counsel to the Company, with the consent of each Member. Each Member acknowledges that he has been advised by Counsel to the Company that a conflict may exist among his individual interests with respect to this Agreement, that he or she should seek the advice of independent counsel, and that he or she has had the opportunity to seek the advice of independent counsel. Each Member further acknowledges that Counsel has provided no advice or representations to him regarding the tax consequences of this Agreement to him, and that he has been advised to seek the advice and consultation of his own personal tax advisers with respect to such tax consequences and that counsel is not counsel to any Member or to any Affiliate of a Member, except with respect to the Manager.

10.14 Member Acknowledgement.

(a) Each Member represents and agrees that it fully understands its right to discuss all aspects of this Agreement with its private attorney, and that to the extent, if any, that it desired, it availed itself of such right. Each Member further represents that it has carefully read and fully understands all of the provisions of this Agreement, that it is competent to execute this Agreement and that it has read this Agreement in its entirety and fully understands the meaning, intent, and consequences of this Agreement.

(c) Each Member hereby represents and warrants that such Member has had the opportunity to seek and obtain the advice of independent tax counsel of its choice regarding all tax issues pertaining to its participation in the Company, including, without limitation, the federal and state income tax consequences of becoming a Member in the Company and, if applicable, the federal and state income tax consequences of the receipt of any Interests in the Company and the advisability of filing within thirty (30) days of such receipt an election pursuant to Code Section 83(b) (and corresponding provisions of state law) with respect to any of such Interests received from the Company.

10.15 Entire Agreement. This Agreement constitutes the entire agreement and understanding among the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, other than agreements specifically contemplated by this Agreement or which specifically refer to this Agreement.

10.16 Compliance with Anti-Money Laundering Requirements. Notwithstanding any other provision of this Agreement to the contrary, the Manager, in its own name and on behalf of the Company, shall be authorized without the consent of any Person, including any Member, to take such action as it determines in its discretion to be necessary or advisable to comply with any anti-money laundering or anti-terrorist laws, rules, regulations, directives, or special measures.

10.17 Counterpart Execution. This Agreement may be executed in any number of counterparts with the same effect as if all of the Members had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first above set forth.

APPENDIX I

DEFINED TERMS

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et as amended from time to time (or any corresponding provisions of succeeding law).

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Aggregate Capital Account as of the end of the relevant Allocation Year, after giving effect to the following adjustments:

(i) Credit to such Aggregate Capital Account any amounts which such Member is deemed to be obligated to restore pursuant to the penultimate sentences in Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and

(ii) Debit to such Aggregate Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

“Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person or (ii) any officer, director, member, partner or trustee of such Person. For purposes of this definition, the terms “controlling,” “controlled by” or “under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person or entity, whether through the ownership of voting securities, by contract or otherwise, or the power to elect at least 50% of the directors, members, or Persons exercising similar authority with respect to such Person or entities.

“Aggregate Capital Account” means, with respect to any Member, the sum of such Member’s Capital Accounts. In the event that all of the Capital Accounts of a Member are negative, then all such Capital Accounts shall be added to produce a total deficit Aggregate Capital Account for such Member. A positive balance in any of the Capital Account(s) of a Member shall be offset with a negative balance in its other Capital Account(s) to produce either a positive or a negative Aggregate Capital Account, as the case may be. In the event any Interests are Transferred in accordance with the terms of this Agreement, the Transferee shall succeed to the Capital Account(s) of the Transferor to the extent such Capital Account(s) relate to the Transferred Interests.

“Agreement” means this Limited Liability Company Agreement, the Appendices attached hereto, as the same shall be amended from time to time. This Limited Liability Company Agreement shall constitute a limited liability company agreement within the meaning of 18-101(7) of the Act. Words such as “herein,” “hereinafter,” “hereof,” “hereto” and “hereunder” refer to this Agreement as a whole, unless the context otherwise requires.

“Allocation Year” means (i) the period commencing on the Effective Date and ending on the first December 31, (ii) any subsequent twelve (12) month period commencing on January 1 and ending on December 31, or (iii) any portion of the period described in clauses (i) or (ii) for which the Company is required to allocate Net Income, Net Loss and other items of Company income, gain, loss, deduction or other items pursuant to Section III.

“Approved Transfer” has the meaning provided in Section 8.1.

“Bankruptcy” means, with respect to any Person, a “Voluntary Bankruptcy” or an “Involuntary Bankruptcy.” A “Voluntary Bankruptcy.” means, with respect to any Person (i) the inability of such Person generally to pay its debts as such debts become due, or an admission in writing by such Person of its inability to pay its debts generally or a general assignment by such Person for the benefit of creditors, (ii) the filing of any petition or answer by such Person seeking to adjudicate itself as bankrupt or insolvent, or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Person or its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for such Person or for any substantial part of its property, or (iii) corporate action taken by such Person to authorize any of the actions set forth above.

“Business Day” means any day other than Saturday, Sunday or other day of the year on which banks are not required or authorized to close in Dallas, Texas.

“Capital Account” means the capital account required to be maintained under Section 704(b) of the Code and its Regulations to meet the alternative test for economic effect under such Regulations. The Manager shall have the right and obligation to cause such Capital Accounts to be maintained and adjusted as required to reflect the economics of the Company and in compliance with such Regulations.

“Capital Contribution” means, with respect to any Member, the amount of cash contributed to the Company with respect to any Interests.

“Certificate” means the certificate of formation filed with the Secretary of State of the State of Delaware pursuant to the Act to form the Company, as originally executed and amended, modified, supplemented or restated from time to time, as the context requires.

“Certificate of Cancellation” means a certificate filed in accordance with 6 Del. C. §18-203.

“Code” means the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent superseding federal revenue laws.

“Common Capital Account” means, with respect to any Member, the Capital Account maintained for such Member’s Common Interests.

“Common Interests” has the meaning set forth in Section 2.1.

“Common Member” has the meaning set forth in Section 2.1.

“Company” means the limited liability company formed pursuant to this Agreement and the Certificate and the limited liability company continuing the business of this Company in the event of dissolution of the Company as herein provided.

“Company Minimum Gain” shall have the same meaning as the term “partnership minimum gain” set forth in Section 1.704-2(d) of the Regulations.

“Confidential Information” has the meaning provided in Section 10.12(a).

“Debt” means (i) any indebtedness for borrowed money, including loans, or the deferred purchase price of property as evidenced by a note, bonds, or other instruments, (ii) obligations as lessee under capital leases, (iii) obligations secured by any mortgage, pledge, security interest, encumbrance, lien, or charge of any kind existing on any asset owned or held by the Company whether or not the Company has assumed or become liable for the obligations secured thereby, (iv) any obligation under any interest rate swap agreement, (v) accounts payable, and (vi) obligations under direct or indirect guarantees of (including obligations, contingent or otherwise, to assure a creditor against loss in respect of) indebtedness or obligations of the kinds referred to in clauses (i), (ii), (iii), (iv), and (v) above; provided that, Debt shall not include obligations in respect of any accounts payable that are incurred in the ordinary course of the Company’s business and are not delinquent or are being contested in good faith by appropriate proceedings.

“Depreciation” means, for each Allocation Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Allocation Year, 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 Allocation Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Allocation Year bears to such beginning adjusted tax basis; provided, however, if the adjusted basis for federal income tax purposes of an asset at the beginning of such Allocation Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Manager.

“Dissolution Event” shall have the meaning set forth in Section 9.1.

“Distributable Cash” means cash that is available for distribution to the Members after Reserves and payment of expenses, as determined by the Manager in its discretion, pursuant to certain debt subordination requirements as provided in Section 1.4(u) herein, or as required to be distributed pursuant to Section 4.1.

“Effective Date” has the meaning set forth in the preamble to this Agreement.

“ERISA” has the meaning set forth in Section 10.2.

“Fiscal Year” has the meaning set forth in Section 7.5.

“Governmental Body” means any foreign, federal, state, local, or other governmental or regulatory agency, board, bureau, body, department or authority.

“Gross Asset Value” means with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except that the Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values (taking Code Section 7701(g) into account), as determined by the Manager, as of the following times: (A) the liquidation of the Company pursuant to a Dissolution Event, for purposes of Section 9.2(e); or (B) in the sole discretion of the Manager, as permitted pursuant to Regulations Section 1.704-1(b)(2)(iv)(6. If the Gross Asset Value of an asset has been determined or adjusted pursuant to the preceding sentence, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset, for purposes of computing Profits and Losses.

“Indemnitee” has the meaning set forth in Section 5.6(b).

“Initial Member” has the meaning set forth in the preamble to this Agreement.

“Interests” has the meaning set forth in Section 2.1.

“Involuntary Bankruptcy” means, with respect to any Person, without the consent or acquiescence of such Person, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future bankruptcy, insolvency or similar statute, law or regulation, or the filing of any such petition against such Person which petition shall not be dismissed within ninety (90) days, or without the consent or acquiescence of such Person, the entering of an order appointing a trustee, custodian, receiver or liquidator of such Person or of all or any substantial part of the property of such Person which order shall not be dismissed within ninety (90) days.

“Liquidation Period” has the meaning set forth in Section 9.6.

“Liquidator” has the meaning set forth in Section 9.7.

“Losses” has the meaning set forth in the definition of “Profits” and “Losses.”

“Manager” shall have the meaning set forth in the preamble to this Agreement.

“Managing Broker-Dealer” shall mean Primus Financial Services, LLC, or any successor FINRA-registered broker-dealer acting in the same capacity.

“Member” shall mean any holder of a Common Interest who is admitted to the Company as a Member.

“Member Nonrecourse Debt” has the same meaning as the term “partner nonrecourse debt” in Section 1.704-2(b)(4) of the Regulations.

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Regulations.

“Member Nonrecourse Deductions” has the same meaning as the term “partner nonrecourse deductions” in Sections 1.704-2(i)(1) and 1.704-2(i) (2) of the Regulations.

“Membership Percentage” shall mean, with respect to each Member, the number of Interests in a share class held by such Member as of any determination date, divided by the total number of Interests held by all Members of the same class of Interests on such determination date, expressed as a percentage. The sum of the Membership Percentages of all Members in a particular class of Interests, as of any determination date, shall equal 100%. The initial Membership Percentage of the Common Interests of the Initial Member as of the Effective Date is as set forth on Appendix II hereto.

“Net Income” or “Net Loss” shall mean, respectively, for each Allocation Year of the Company, the taxable income and taxable loss (exclusive of Built-In Gain or Loss) of the Company as determined for federal income tax purposes in accordance with Section 703(a) of the Code—including all items of income, gain, loss, or deduction required to be separately stated pursuant to Section 703(a)(1) of the Code (other than any specific item of income, gain (exclusive of Built-In Gain), loss (exclusive of Built-In Loss), deduction, or credit subject to special allocation under this Agreement—with the following modifications:

(i) The amount determined above shall be increased by any income exempt from federal income tax;

(ii) The amount determined above shall be reduced by any expenditures described in Section 705(a)(2)(B) of the Code or expenditures treated as such pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i);

(iii) Depreciation, amortization, and other cost recovery deductions shall be computed based on book value instead of on the amount determined in computing taxable income or loss. Any item of deduction, amortization, or cost recovery specially allocated to a Member and not included in Net Income or Net Loss shall be determined for Capital Account purposes in a similar manner; and

(iv) For purposes of this Agreement, any book gain and book loss attributable to a revaluation of property attributable to unrealized gain or loss in such property shall be treated as Net Income and Net Loss.

“Nonrecourse Deductions” has the meaning set forth in Section 1.704-2(b)(1) of the Regulations.

“Nonrecourse Liability” has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

“Partnership Representative” has the meaning set forth in Section 7.2(a).

“Person” means any individual, partnership (whether general or limited), limited liability company, corporation, trust, estate, association, nominee or other entity.

“Prime Rate” shall mean the reference rate announced from time-to-time by the Wall Street Journal, and changes in the Prime Rate shall be deemed to occur at the end of each calendar month.

“Profits” and “Losses” mean, for each Allocation Year, an amount equal to the Company’s taxable income or loss for such Allocation Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be added to such taxable income or loss;

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be subtracted from such taxable income or loss;

(iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Gross Asset Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(iv) Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value (as defined herein) of the Property disposed of, notwithstanding that the adjusted tax basis of such Property may differ from its Gross Asset Value;

(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Allocation Year, computed in accordance with the definition of Depreciation; and

(vi) Notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Sections 3.2 or 3.3 shall not be taken into account in computing Profits or Losses.

The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Section 3.2 or Section 3.3 shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (v) above.

“Property” means all real and personal property acquired by the Company, including cash, and any improvements thereto, and shall include both tangible and intangible property.

“Regulations” means the Income Tax Regulations, (whether final, temporary, or proposed) validly promulgated under the Code, as such Regulations are amended from time to time.

“Regulatory Allocations” has the meaning set forth in Section 3.3.

“Reserves” means the sum of funds or amounts set aside or otherwise allocated for working capital, to pay taxes and future, anticipated, potential or contingent obligations, and all of the other costs and expenses incident to the Company’s operations or ownership of the Company assets, as determined by the Manager.

“Selling Group” means the broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. and non-affiliated registered investment advisors that engage in the offer and sale of the Interests;

“Tax Basis Capital Account” shall mean, with respect to each Member as of any determination date, such Member’s Capital Account balance as of the most recent December 31 preceding such determination date, and adjusted for (a) Profits, Losses, and other items of income, gain, loss or deduction that are attributable to the Company’s ownership and operation of its Properties through the date of determination and (b) distributions, including Tax Distributions and distributions pursuant to Section 9.2(c), made to such Member through such date of determination, but excluding (i) any Profits, Losses, distributions and other items of income, gain, loss or deduction that are attributable to the sale of all remaining Company assets; and (ii) any “book up” adjustments to Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(f). The Tax Basis Capital Account of any Member as of any given date shall be determined in the reasonable discretion of the Manager.

“Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, pledge or hypothecate or otherwise dispose of. The terms “Transferred,” whether used as a verb or adjective, “Transferor” and “Transferee” shall each have comparable meanings.

“Voluntary Bankruptcy” has the meaning set forth in the definition of “Bankruptcy.”

APPENDIX II

INITIAL MEMBER AND CAPITAL CONTRIBUTION

Exhibit 11(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the references to our firm in the offering statement pursuant to Regulation A of MCI Income Fund VII, LLC and to the use of our report dated November 14, 2022 on the financial statements of MCI Income Fund VII, LLC as of September 30, 2022.

/s/ Lane Gorman Trubitt, LLC

November 14, 2022

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the references to our firm in the offering statement pursuant to Regulation A of MCI Income Fund VII, LLC and to the use of our report dated December 27, 2022 on the financial statements of MCI Development 1, LLC as of September 30, 2022.

/s/ Lane Gorman Trubitt, LLC

December 27, 2022

Exhibit 12

January 5, 2023

MCI Income Fund VII, LLC

2101 Cedar Springs Road, Suite 700

Dallas, Texas 75201

RE: MCI Income Fund VII, LLC – Bonds

Ladies and Gentlemen:

We have acted as counsel to you in connection with the preparation and filing by you of an Offering Statement on Form 1-A (File No. 024-12073) (as amended, the “Offering Statement”) under the Securities Act of 1933, as amended (the “Act”) and Regulation A promulgated thereunder, with respect to the qualification of $75,000,000 in the aggregate, of its 7.00% senior secured bonds and its 7.50% senior secured bonds, collectively the “Bonds,” of MCI Income Fund VII, LLC (the “Company”).

This opinion letter is being delivered in accordance with the requirements of Item 17 of Form 1-A under the Securities Act.

In rendering the opinions expressed below, we have acted as counsel for the Company and have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of (i) the Offering Statement, (ii) the form of Indenture between the Company, as obligor and UMB Bank, N.A., as trustee (the “Trustee”) filed as Exhibit 3(a) to the Offering Statement (the “Indenture”), (iii) the form of Bonds filed as Exhibits 3(b) and 3(c) to the Offering Statement, (iv) the preliminary offering circular contained within the Offering Statement, (v) the relevant Company filings with the Delaware Secretary of State, (vi) the Company Opinion Certificate and (vii) the operating agreements and such other documents and records of the Company and MCI Development 1, LLC, a Wyoming limited liability company, certificates of public officials and representatives of the Company, resolutions and forms of resolutions and other documents and have examined such questions of law and have satisfied ourselves to such matters of fact, as we have deemed necessary or appropriate as a basis for the opinions set forth herein. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, and the legal capacity of all natural persons. We have also assumed the conformity with the original documents of any copies thereof submitted to us for our examination and the authenticity of the originals of such documents.

Based on the foregoing, we are of the opinion that the Bonds are duly and validly authorized for issuance and, upon the due execution, authentication and issuance of the Bonds as contemplated by the form of Indenture, the Offering Statement and the offering circular contained therein, and upon payment and delivery of the Bonds as contemplated by the Offering Statement, the Bonds will be: (i) validly issued, fully paid and non-assessable; and (ii) valid and binding obligations of the Company.

The foregoing opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) general principles of equity (whether considered in a proceeding in equity or at law); and (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy. We express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws, and we express no opinion with respect to whether acceleration of the Bonds may affect the collectability of any portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon.

We assume for purposes of this opinion that the Company will remain duly organized, validly existing and in good standing under Delaware law.

To the extent that the obligations of the Company under an Indenture may be dependent thereon, we assume for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that, when executed, the Indenture will have been duly authorized, executed and delivered by the Trustee and will constitute a legally valid, binding and enforceable obligation of the Trustee, enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally and with respect to acting as Trustee under the Indenture, with all applicable laws and regulations; and that the Trustee will have the requisite organizational and legal power and authority to perform its obligations under the Indenture.

We consent to the use of this opinion as an exhibit to the Offering Statement and to the use of the name of our firm therein.

Very truly yours,

/s/ Whiteford, Taylor & Preston, LLP

Whiteford, Taylor & Preston, LLP

Exhibit 99

MCI INCOME FUND VII, LLC

LOAN POLICIES AND PROCEDURES

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