THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF 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 SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

THE SECURITIES OFFERED HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE REGULATORY AUTHORITY NOR HAS ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Form 1-A Offering Circular

Regulation A Tier 2 Offering

Offering Circular

For

CONCORDE ESSENTIAL PROPERTIES FUND, LLC

A Florida Limited Liability Company

March 16, 2026

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than ten percent (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, Investors are encouraged to review rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Concorde Essential Properties Fund, LLC (the “Company” or “Issuer”) is a Florida limited liability company formed on June 2, 2025 (see Exhibit 2, Articles of Organization). The purpose of the Company is to invest primarily in grocery-anchored shopping centers (“Shopping Centers”) in high-growth Sunbelt regions such as Texas, Florida, Georgia, and the Carolinas. 

The Company is offering by means of this offering circular (the “Offering Circular”), equity in the form of Class B LLC Membership Interests denominated as Class B Units (the “Units,” or in the singular, a “Unit”) on a best-efforts basis to those who meet the investor suitability standards (the “Investor(s)”) as set forth herein. See “Investor Suitability Standards” below.

The minimum investment amount per Class B Investor is ten thousand dollars ($10,000.00), in exchange for one hundred (100.0) Class B Units. The Company does not intend to list the Class B Units for trading on any exchange or other trading market, no market for the Company Units may exist in the future and any transfer of the Class B Units requires the prior written authorization of the Manager based upon the discretion of the Manager. See “Securities Being Offered” below.

The Company is managed by a manager, Concorde Group Holdings, LLC, a Florida limited liability company (the “Manager”). The Company intends to use the proceeds of this Offering (the “Proceeds”) to fund Company investments in opportunities sourced by the Manager.

Sales of the Class B Units pursuant to this Regulation A Tier 2 Offering (the “Offering”) will commence immediately upon qualification by the Securities and Exchange Commission (the “Effective Date”) and will terminate on the earliest of: (a) the date the Company, in its sole discretion, elects to terminate, (b) the date upon which all Units have been sold, or (c) exactly twelve (12) months after the Effective Date (the “Offering Period”).

The Company will offer Class B Units via the website https://invest.cep-fund.com/ (the “Platform”) on a continuous and ongoing basis. Mundial Financial Group LLC (“Mundial”), a FINRA broker-dealer, will act as the administrative broker-dealer for this Offering. Proceeds from this Offering will be held in escrow until the Minimum Offering Amount of five-hundred thousand dollars ($500,000) is met. The escrow account is administered by Old Glory Bank (“Old Glory”). As of the date of this Offering Circular, the Company has engaged KoreConX as the transfer agent for this Offering. See “Plan of Distribution” below.

Persons who purchase Class B Units will be members of the Company subject to the terms of the Operating Agreement of the Company (“Members” or in the singular a “Member”) and will hereinafter be referred to as “Investors” or in the singular an “Investor.” The Company intends to use the proceeds of this Offering (“Proceeds”) to commence operations and execution of the Company’s business plan. The acceptance of Investor funds may be briefly paused at times to allow the Company to effectively and accurately process and settle subscriptions that have been received. There are no selling securityholders in this Offering.

Prior to this Offering, there has been no public market for the Class B Units, and none is expected to develop. The Offering price for a Class B Unit is arbitrary and does not bear any relationship to the value of the assets of the Company. The Company does not currently have plans to list any Company Units on any securities market. The Manager and Affiliates will receive compensation and income from the Company and these transactions may involve certain conflicts of interest. See “Risk Factors,” “Compensation of Officers and the Manager” and “Conflicts of Interest” below. Investing in the Units is speculative and involves substantial risks, including risk of complete loss. Prospective Investors should purchase these securities only if they can afford a complete loss of their investment. See “Risk Factors” below. There are material income tax risks associated with investing in the Company that prospective investors should consider. See “Federal Tax Treatment” below.

RULE 251(D)(3)(I)(F) DISCLOSURE. RULE 251(D)(3)(I)(F) PERMITS REGULATION A OFFERINGS TO CONDUCT ONGOING CONTINUOUS OFFERINGS OF SECURITIES FOR MORE THAN THIRTY (30) DAYS AFTER THE QUALIFICATION DATE IF: (1) THE OFFERING WILL COMMENCE WITHIN TWO (2) DAYS AFTER THE QUALIFICATION DATE; (2) THE OFFERING WILL BE MADE ON A CONTINUOUS AND ONGOING BASIS FOR A PERIOD THAT MAY BE IN EXCESS OF THIRTY (30) DAYS OF THE INITIAL QUALIFICATION DATE; (3) THE OFFERING WILL BE IN AN AMOUNT THAT, AT THE TIME THE OFFERING CIRCULAR IS QUALIFIED, IS REASONABLY EXPECTED TO BE OFFERED AND SOLD WITHIN ONE (1) YEAR FROM THE INITIAL QUALIFICATION DATE; AND (4) THE SECURITIES MAY BE OFFERED AND SOLD ONLY IF NOT MORE THAN THREE (3) YEARS HAVE ELAPSED SINCE THE INITIAL QUALIFICATION DATE OF THE OFFERING, UNLESS A NEW OFFERING CIRCULAR IS SUBMITTED AND FILED BY THE COMPANY PURSUANT TO RULE 251(D)(3)(I)(F) WITH THE SEC COVERING THE REMAINING SECURITIES OFFERED UNDER THE PREVIOUS OFFERING; THEN THE SECURITIES MAY CONTINUE TO BE OFFERED AND SOLD UNTIL THE EARLIER OF THE QUALIFICATION DATE OF THE NEW OFFERING CIRCULAR OR ONE HUNDRED EIGHTY (180) CALENDAR DAYS AFTER THE THIRD ANNIVERSARY OF THE INITIAL QUALIFICATION DATE OF THE PRIOR OFFERING CIRCULAR. THE COMPANY INTENDS TO OFFER THE SHARES DESCRIBED HEREIN ON A CONTINUOUS AND ONGOING BASIS PURSUANT TO RULE 251(D)(3)(I)(F). THE COMPANY INTENDS TO COMMENCE THE OFFERING IMMEDIATELY AND NO LATER THAN TWO (2) DAYS FROM THE INITIAL QUALIFICATION DATE. THE COMPANY REASONABLY EXPECTS TO OFFER AND SELL THE SECURITIES STATED IN THIS OFFERING CIRCULAR WITHIN ONE (1) YEAR FROM THE INITIAL QUALIFICATION DATE.

The Company will commence sales of the Class B Units immediately upon qualification of the Offering by the SEC.

OFFERING PROCEEDS TABLE

*The Offering price of a Class B Unit to Investors was arbitrarily determined by the Manager.

** The Company is not using an underwriter for the sale of the Units. The commissions listed are those for Mundial Financial Group LLC (“Mundial”), a FINRA broker-dealer, acting as an administrative broker-dealer for this Offering on a best-efforts basis. Mundial will receive a two percent (2.0%) commission on the sales of the Units. A pass-through corporate filing fee of $11,750.00 will be charged to the Company and paid by Mundial to FINRA, which will be due and payable prior to any submission by Mundial to FINRA. This FINRA fee is equal to 0.00015 of total offering amount + $500.

*** Units will be offered and sold directly by the Company, the Manager and the Manager’s respective members, Officers and employees. No commissions for selling Units will be paid to the Company the Manager or the Manager’s respective members, Officers or employees.

**** There are no selling securityholders in this Offering.

TABLE OF CONTENTS

SUMMARY OF THE OFFERING

The following information is only a brief summary of, and is qualified in its entirety by, the detailed information appearing elsewhere in this Offering. This Offering Circular, together with the exhibits attached including, but not limited to, the Company’s Operating Agreement, a copy of which is attached hereto as Exhibit 3 and should be carefully read in its entirety before any investment decision is made. If there is a conflict between the terms contained in this Offering Circular and the Operating Agreement, the Operating Agreement shall prevail and control, and no Investor should rely on any reference herein to the Operating Agreement without consulting the actual underlying document.

FORWARD LOOKING STATEMENTS

Investors should not rely on forward-looking statements because they are inherently uncertain. Investors should not rely on forward-looking statements in this Offering Circular. This Offering Circular contains forward-looking statements that involve risks and uncertainties. The use of words such as “anticipated,” “projected,” “forecasted,” “estimated,” “prospective,” “believes,” “expects,” “plans,” “future,” “intends,” “should,” “can,” “could,” “might,” “potential,” “continue,” “may,” “will,” and similar expressions identify these forward-looking statements. Investors should not place undue reliance on these forward-looking statements, which may apply only as of the date of this Offering Circular.

INVESTOR SUITABILITY STANDARDS

All persons who purchase the Class B Units of the Company pursuant to the Subscription Agreement, attached hereto as Exhibit 4, must comply with the Investor Suitability Standards as provided below. It is the responsibility of the purchaser of the Class B Units to verify compliance with the Investor Suitability Standards. The Company may request that Investor verify compliance, but the Company is under no obligation to do so. By purchasing Class B Units pursuant to this Offering, the Investor self-certifies compliance with the Investor Suitability Standards. If, after the Company receives Investor’s funds and transfers ownership of the Class B Units, the Company discovers that the Investor does not comply with the Investor Suitability Standards as provided, the transfer will be deemed null and void ab initio and the Company will return Investor’s funds to the purported purchaser. The amounts returned to the purported purchaser will be equal to the purchase price paid for the Class B Units less any costs incurred by the Company in the initial execution of the null purchase and any costs incurred by the Company in returning the Investor’s funds. These costs may include any transfer fees, sales fees/commissions, or other fees paid to transfer agents or brokers.

The Company’s Class B Units are being offered and sold only to “Qualified Purchasers” as defined in Regulation A.

Qualified Purchasers include:

(i) “Accredited Investors” defined under Rule 501(a) of Regulation D (as explained below); and

(ii) All other Investors so long as their investment in the Company’s Interests does not represent more than ten percent (10%) of the greater of the Investor’s, alone or together with a spouse or spousal equivalent, annual income or net worth (for natural persons), or ten percent (10%) of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

The Interests are offered hereby and sold to Investors that meet one of the two categories above, to qualify as an Accredited Investor, for purposes of satisfying one of the tests in the Qualified Purchaser definition, an Investor must meet one of the following conditions: 

1) An Accredited Investor, in the context of a natural person, includes anyone who:

(i) Earned income that exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years, and reasonably expects the same for the current year, or

(ii) Has a net worth over $1,000,000, either alone, or together with a spouse or spousal equivalent (excluding the value of the person’s primary residence), or

(iii) Holds in good standing a Series 7, 65, or 82 license.

2) Additional Accredited Investor categories include:

(i) Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”); any investment advisor registered pursuant to Section 203 of the Investment Advisers Act of 1940 (the “Investment Advisors Act”) or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under Section 203(l) or (m) under the Investors Advisers Act; any insurance company as defined in Section 2(a)(13) of the Securities Act; any investment company registered under the Investment Fund Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are Accredited Investors;

(ii) Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;

(iii) Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(iv) Any director or executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(v) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of the Securities Act;

(vi) Any entity in which all of the equity owners are Accredited Investors as defined above;

(vii) Any natural person who is a “knowledgeable employee,” as defined in Rule 3c-5(a)(4) under the Investment Company Act (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in Section 3 of such Act, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of such Act;

(viii) Any “family office,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act (17 CFR 275.202(a)(11)(G)-1):

(ix) Any “family client,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements defined in the immediately preceding criterion and whose prospective investment in the issuer is directed by such family office pursuant to the “family office” sub-criterion (c) above; and,

(x) Any entity, of a type not listed in criteria (i), (ii), (iii), (v) or (vi) above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000 where “investments” for the purposes of this criterion is defined in Rule 2a51-1(b) under the Investment Company Act (17 CFR 270.2a51-1(b)).

Each prospective purchaser of Class B Units may be required to furnish such information as the Company may demand to determine whether any person or entity purchasing Class B Units is an Accredited Investor.

RISK FACTORS

The Company commenced preliminary business development operations on June 2, 2025, and is organized as a limited liability company under the laws of the State of Florida. Accordingly, the Company has only a limited history upon which an evaluation of its prospects and future performance can be made. The Company’s proposed operations are subject to all business risks associated with new enterprises. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the acquisition and operations of income-producing shopping center assets, in a competitive industry. There is a possibility that the Company could sustain losses in the future.

There can be no assurances that the Company will operate profitably. An investment in the Class B Units involves a number of risks. Investors should carefully consider the following risks and other information in this Offering Circular before purchasing Units. Without limiting the generality of the foregoing, Investors should consider, among other things, the following risk factors:

Asset-Specific and Operational Risks

Each Shopping Center investment comes with several property-level risks. The Company’s value-add strategy assumes the Company can lease vacant spaces and renew leases at higher rents. There is a risk that tenants may not be found on acceptable terms or that existing tenants could default or vacate. Anchor tenant closures (e.g., a grocery store bankruptcy) could significantly impact foot traffic and co-tenant occupancy. If occupancy or rental rates fall short of projections, net operating income, directly reducing investor returns. The cash flow from the Company’s portfolio depends on tenants meeting their lease obligations. Financially weak tenants or those in industries facing headwinds (e.g. certain retailers threatened by e-commerce) may default or seek rent relief. Even “essential” tenants like grocers can face competition. Rent collection issues or tenant bankruptcies would also impair the Company’s income. Additionally, the Company may incur costs re-leasing space related to downtime and tenant improvement allowances.

The Company’s properties will also compete with other shopping centers and retail formats (including new developments or renovated centers in the same trade area) for both tenants and shoppers. Competing landlords might offer aggressive lease concessions to attract tenants. Additionally, consumer shifts towards online shopping or alternative retail (like open-air markets) could reduce demand for the Company’s brick-and-mortar spaces over time, even though grocery-anchored centers have been resilient to e-commerce trends so far.

The Company’s strategy relies on successful execution of renovations and leasing programs. There is risk in development and construction activities, where projects could encounter cost overruns, contractor delays, permitting issues, or fail to yield the desired increase in rents/property value. If capital improvements run over budget or do not generate commensurate rent uplift, investment returns will suffer. The Manager’s ability to execute the business plan for each asset is critical; any mismanagement or operational inefficiency could adversely affect performance.

While the Company will diversify across several states, it is focused on the Southern U.S. region, which could expose investors to localized risks, such as economic downturns, employer closures or industry slumps affecting one metro area, or region-specific events (hurricanes, natural disasters common in the Southeast, or regulatory changes) that might not impact other markets. If a large portion of the portfolio is in one state (say, Texas or Florida), and that state experiences an economic or property market downturn, the Company could be disproportionately hurt. Likewise, the Company’s focus on one property type (retail shopping centers) means lack of diversification across asset classes. Adverse developments in the retail sector as a whole (e.g., a new wave of e-commerce disruption, changes in consumer behavior, oversupply of retail space) would impact all Company assets. The Company is not hedging this sector-specific risk by investing in other property types.

No Guaranteed Distributions or Return of Capital

All distributions from the Company (including the Preferred Return) are contingent on performance and available cash. There is no guarantee as to timing or amount of distributions. Investors could potentially receive little or no cash flow if properties underperform. Moreover, principal is at risk – this is not a bond or debt; investors can lose some or all of their invested capital. There is no insurance or government backing on this investment. In a worst-case scenario, if the portfolio’s value fell dramatically (e.g., due to market crash) and Shopping Centers had to be liquidated at losses, Investors could suffer significant losses and not recoup their full capital. Furthermore, the Company’s ability to pay the quarterly Preferred Return is not guaranteed; it depends on sufficient cash flow. In early years or during value-add periods, cash flows may be lower than expected, and while unpaid Preferred Returns will accrue, there is risk that prolonged shortfalls erode Investor returns. Additionally, because the Preferred Return rates (5–6%) are relatively low, Investors are relying on the Manager to generate extra returns via the profit split. If the Manager only achieves modest improvements and no excess cash beyond the Preferred Returns, Investors’ total returns would be limited to that 5–6% yield, which may be below the target and possibly below inflation or alternative investments.

Inadequacy Of Funds

Gross Offering Proceeds up to seventy-five million dollars ($75,000,000.00) may be realized. Company’s Manager believes that such Proceeds will capitalize and sustain the Company sufficiently to allow for the implementation of its business plan for the acquisition, development, operation and management of real property assets. If only a fraction of this Offering is sold, or if certain assumptions contained in Company Manager’s business plans prove to be incorrect, Company may have inadequate funds to fully develop its business in accordance with its business model and may need debt financing or other capital investment to fully implement its business plans. Furthermore, if the funds raised through this Offering are inadequate, the percentage ownership of an Investor may be reduced in the future if the Company is required to raise additional capital through the issuance of additional units with rights and preferences as determined in the sole discretion of the Company.

Dependence On Manager

In the early stages of development, the Company’s business will be significantly dependent on the experience, knowledge, skills and abilities of Company’s Manager and the Manager’s Members, Officers and employees. The loss of the Manager or any of Manager’s Members, Officers or employees could have a material adverse effect on the Company.

Limited Operating History Which Makes Future Performance Difficult to Predict

The Company has limited operating history. You should consider an investment in Class B Units of this Offering in light of the risks, uncertainties and difficulties frequently encountered by other newly formed companies with similar objectives. The Company will have minimal operating capital and for the foreseeable future will be dependent upon our ability to finance our operations from the sale of equity or other financing alternatives. The failure to successfully raise operating capital, could result in Company bankruptcy or other event which would have a material adverse effect on the Company and its Investors. There can be no assurance that Company will achieve its investment or operating objectives. The Company is newly organized and has no operating history or realized track record as an entity (though the Manager’s principals have prior experience in similar investments). Investors must rely on the Manager’s skill and cannot review past fund performance for assurance.

Investors Should Seek Their Own Independent Counsel

Investors in the Company have not been represented by independent counsel with respect to this Offering. Attorneys assisting in the formation of the Company and the preparation of this Offering Circular have represented only the Company and its principals and Affiliates. The terms of our Operating Agreement, including the Manager’s rights and obligations and the compensation payable to our Manager and its Affiliates, were not negotiated at arm’s length. Potential investors are advised to seek the opinions of independent legal and tax counsel prior to investing in the Company. (See also “Conflicts of Interest” below.)  

Company is Not Subject to Sarbanes-Oxley Regulations and May Lack the Financial Controls and Procedures of Public Companies

The Company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes-Oxley Act of 2002. As a privately-held (non-public) Company, the Company is currently not subject to the Sarbanes-Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company’s results of operations and financial conditions.

Sensitivity to General Economic Conditions

The performance of the Company is subject to general economic conditions and real estate market fluctuations, and the Company has no control over these conditions and changes. Adverse economic events such as a recession, rising interest rates, inflation, or a downturn in consumer spending, could reduce tenant demand for retail space, increase vacancy, and depress property values. For example, if the currently strong Sunbelt migration trends reverse or retail sales decline, the Company’s target markets may underperform expectations. Real estate is cyclical, and no assurance can be given that favorable market conditions (e.g. low vacancies, rent growth) will continue over the Company’s investment horizon.

Possible Fluctuations in Company Operating Results

The Company’s operating results may fluctuate significantly from period to period as a result of a variety of factors, including many factors that are not in the control of the Company. Some factors that may contribute to operating result fluctuations include, but are not limited to: debt service requirements; debt principal-reduction payments, real estate market variances in sales prices, capitalization rates, and future rental rates; market rates may negatively affect property values; credit risks that property tenants may default on payments; elevated vacancy rates; potential liabilities associated with accidents that could happen on the premises of any Company-related property; inability to obtain favorable financing; market illiquidity for Company assets; and general economic conditions. Consequently, Company revenues and expenses may vary by fiscal quarter, and the Company’s operating results may experience fluctuations.

Risks Of Borrowing and Indebtedness

Leverage amplifies both gains and losses. If property values or incomes decline, high leverage can quickly erode equity. The Company anticipates using debt financing in the execution of its business plan, with a target of approximately sixty percent (60%) loan-to-value (“LTV”) on acquisitions of Shopping Centers, and potentially higher on refinancing transactions. Therefore a portion of its cash flow will have to be dedicated to the payment of principal and interest on such indebtedness.

There is no guarantee that Company will be able to refinance outstanding indebtedness or refinance the indebtedness at terms that are advantageous or acceptable to Company. Typical loan agreements also might contain restrictive covenants which may impair the Company’s operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants, such as if the net operating income (“NOI”) falls and debt service coverage is not maintained. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of owners of the Company. A judgment creditor would have the right to foreclose on any of Company’s assets resulting in a material adverse effect on its business, which in turn would result in a material adverse effect on the Company’s operating results and financial condition.

Rising interest rates pose a risk as well. Although acquisitions may use fixed-rate loans initially, any floating-rate debt or future refinancing could face higher interest costs, squeezing cash flow. If credit markets tighten, the Company might struggle to refinance or secure new debt, which could force asset sales at unfavorable times. Furthermore, property loans typically require lump-sum repayment at maturity; there’s a refinance risk if market conditions are poor or lender underwriting standards change at that time.

Changes to Execution of The Business Plan Possible

The Company Manager’s business plan will focus on the grocery-anchored retail centers and that focus may change. The Company’s primary business endeavor of investing in the purchase, development, and operation of Shopping Centers is capital intensive and may be subject to statutory or regulatory requirements as well as variable market conditions. Company’s Manager believes that the Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with the background, experience, knowledge, skills, and abilities of the Company’s Manager, Manager’s Members, Officers, employees and advisors. Company’s Manager reserves the right to make significant modifications to the Company’s stated investment strategies and business operations depending on future events.

Management Discretion as To Use of Proceeds

The net proceeds from this Offering will be used for the purposes described under the “Use of Proceeds” section. The Company and Company’s Manager reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Company and its Members in order to address changed circumstances or opportunities. As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of the Manager with respect to application and allocation of the net proceeds of this Offering. Investors in the Units offered hereby will be entrusting their funds to the Company’s Manager, upon whose judgment and discretion the Investors must depend.

Control By Management and Exclusive to Manager

The Company’s Manager and the Members, Officers and employees of Manager possess exclusive control on investment decisions, operations, management and the day-to-day activities of the Company. Investors in this Offering will have no control or input in determining the investment strategies implemented by Manager, the operations or day-to-day activities of the Company. The Manager may change investment strategies or operations from time-to-time at the sole discretion of the Manager without input of Investors and no assurances can be given that such a change in investment strategy or operations would not be adverse to the interests of the Investors.

Company's Success Depends on Performance of Co-Investors, Partners, Distributors, Contractors and Suppliers

The Company will be dependent on our co-investors, corporate partners, distributors, contractors and suppliers during the execution of the business plan. The loss of or lack of performance by the Company’s co-investors, corporate partners, distributors, contractors or suppliers that provide key products or services associated with the acquisition, development, or operation of a Shopping Center could harm the Company's business, financial condition, cash flow and performance. In the event a project co-investor is unable to timely provide funds in accordance with any investment agreements or construction contracts, Company may be required to provide additional funds to a project or possibly lose its investment in the project if funds are not available. Similarly, in the event that a key supplier of either labor or products to the operations of a Shopping Center were to be unable to perform their duties, Company may experience increased expenses or possibly the inability to operate until the labor or products are replaced. Loss of or non-performance of a co-investor, corporate partner, distributor, contractor or supplier may cause adverse material effect on Company operating results and financial condition. Consequently, you should not invest in the Company unless you are willing to entrust the Company Manager’s selection of co-investors and the selection and contracting of corporate partners, contractors and suppliers to provide key products and services to the Company properties.

Damage to Reputation Could Negatively Impact our Business, Results of Operations and Financial Condition

The Company’s reputation and the quality of our brand, operations and properties are critical to our business success and will be instrumental to our future success as we form and enter into new projects and markets. Any incident that erodes confidence in the Company’s brand, operations or properties could significantly reduce the Company's value and damage our brand, business and future business opportunities. We may be adversely affected by any negative publicity, regardless of its source or accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our brand, performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction. The costs to the Company to correct inaccuracies or attempt to repair any reputational damage to Company’s brand, operations or properties may be significant and require material expenditures over an unknown duration. Reputational damage could result in a material adverse effect on the Company’s brand, business, operating results and financial condition.

Investors Will be Unable to Evaluate Company’s Property Asset Portfolio Prior to Investment

The Company does not own any real property assets prior to or at the time of this Offering. None of the specific real property assets in which the Company will acquire are identified at this time; therefore, any potential Investor is unable to review and evaluate the Company’s property assets portfolio to determine whether to invest in the Company. However, the general business goals of the Company are to acquire Shopping Centers and develop and operate them as further described herein. The Company may later have a specific, identifiable portfolio of real property which Investors may be able to review in accordance with the terms and conditions of the Company’s Operating Agreement.

Company Possesses Right to Change and Mix its Investment Profile

The Company reserves the right, in the sole and absolute discretion of Manager, to modify, change or revise its typical investment profile and the mix of real properties that the Company invests in or otherwise participates in the acquisition, development or operation thereof. Accordingly, Investors have no guarantee, and should not assume that the real property-class mix, investment mix and profile of the Company will not change substantially over time.

Company Property Portfolio May Not Be Diversified

The Company’s potential profitability and our ability to diversify our investments may be limited, both geographically and by the type or size of properties acquired, operated and potentially disposed. We will be able to purchase real property only as additional funds are raised to execute the Company’s business plan. Given the limited number of real property assets in the geographic areas we are targeting, our properties may not be well diversified either geographically or by real property class, and their economic performance could be affected by changes in local economic conditions or changes uniquely affecting one or more particular asset classes. Similarly, if adverse environmental events occur such as surface water flooding or an extreme high-wind event impact a wide geographic area in which the Company has real property or active projects, the Company may incur material expenses or losses associated with those regional assets. The Company’s performance is therefore linked to economic conditions in the regions in which the Company will acquire, develop and operate properties and in the target market for Company real estate properties generally. Therefore, to the extent that there are adverse economic or environmental conditions in the geographic region in which Company properties are located and the market for the class of real estate properties the Company owns, such adverse conditions could result in a material adverse effect on the Company’s business, operating results and financial condition.

Limited Transferability and Liquidity

To satisfy the requirements of certain exemptions from registration under the Securities Act, and to conform with applicable state securities laws, each Investor must acquire the Class B Units for investment purposes only and not with a view towards sale or distribution. Consequently, certain conditions of the Securities Act may need to be satisfied prior to any sale, transfer, or other disposition of the Class B Units. Some of these conditions may include a minimum holding period, availability of certain reports, including financial statements from the Company, limitations on the percentage of Class B Units sold and the manner in which they are sold. The Company can prohibit any sale, transfer or disposition unless it receives an opinion of counsel provided at the holder’s expense, in a form satisfactory to the Company, stating that the proposed sale, transfer or other disposition will not result in a violation of applicable federal or state securities laws and regulations.

No public market exists for the Company’s Units and no market is expected to develop. Consequently, owners of the Class B Units may have to hold their investment indefinitely and may not be able to liquidate their investments in the Company or pledge them as collateral for a loan in the event of an emergency. Although the Company offers optional liquidity after 1-3 years, there is no guarantee that cash will be available for redemptions or that the Manager can honor all redemption requests, especially if many Investors seek to exit simultaneously or if market conditions are poor. Further, additional limitations on any potential or contemplated transfer of Units are expressly defined in the Company’s Operating Agreement.

Broker Dealer Sales of Units

The Company’s Units are not presently included for trading on any exchange, and there can be no assurances that the Company will ultimately be registered on any exchange. No assurance can be given that the Units of the Company will ever qualify for inclusion on the NASDAQ System or any other trading market. As a result, the Company’s Units are covered by a Securities and Exchange Commission rule that imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company’s securities and may also affect the ability of Investors to sell their Units in the secondary market.

Long Term Nature of Investment in Company

An investment in the Class B Units of this Offering may be long term and illiquid. As discussed above, the offer and sale of the Class B Units will not be registered under the Securities Act or any foreign or state securities laws by reason of exemptions from such registration which depends in part on the investment intent of the investors. Prospective investors will be required to represent in writing that they are purchasing the Class B Units for their own account as a long-term investment and not with a view towards resale or distribution. Accordingly, purchasers of Class B Units must be willing and able to bear the economic risk of their investment in the Company for an indefinite time period. It is likely that any investor will not be able to liquidate their investment in the Class B Units the event of an emergency.

No Current or Expected Future Market for Units

There is no current market for the Class B Units offered in this Offering and no market for Company Units is expected to develop in the near future.

Offering Price

The Offering price of the Class B Units offered was arbitrarily established by the Company, considering such matters as the state of the Company’s business development and the general condition of the industry in which it operates. The Offering price bears little relationship to the assets, net worth, or any other objective criteria of value applicable to the Company.

Compliance With Securities Laws

The Class B Units are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, applicable Florida securities laws, and other applicable state securities laws. If the sale of Class B Units were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Units. If a number of purchasers were to obtain rescission, the Company would face significant financial demands which could adversely affect the Company as a whole, as well as any non-rescinding purchasers.

Lack Of Firm Underwriter

The Class B Units are offered on a “best efforts” basis by the Company, Manager and Members, Officers and employees of the Manager without compensation and on a “best efforts” basis through a FINRA registered broker-dealer via a Participating Broker-Dealer Agreement with the Company. Accordingly, there is no assurance that the Company, Manager or any FINRA broker-dealer, will sell the maximum Class B Units offered or any lesser amount.

The U.S. Securities and Exchange Commission (SEC) Does Not Pass Upon the Merits of the Securities or the Terms of the Offering, Nor Does the SEC Pass Upon the Accuracy or Completeness of any Offering Document or Literature

You should not rely on the fact that a Form 1-A, filed by the Company to the SEC providing notice of an exempt offering of securities under Regulation A of the Securities Act, is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering.

Projections: Forward Looking Information

The Manager has prepared projections regarding the Company’s anticipated financial performance. The Company’s projections are hypothetical and based upon factors influencing the business of the Company. The projections are based on the Manager’s best estimate of the probable results of operations of the Company, based on present circumstances, and have not been reviewed by the Company’s independent accountants. These projections are based on several assumptions, set forth therein, which the Manager believes are reasonable. Some assumptions upon which the projections are based, however, invariably will not materialize due to the inevitable occurrence of unanticipated events and circumstances beyond the Company Manager’s control. Therefore, actual results of operations will vary from the projections, and such variances may be material. Assumptions regarding future changes in revenues and costs are necessarily speculative in nature.

In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen regulatory changes, the entry into the Company’s target market of additional competitors, the terms and conditions of future capitalization, and the many other risks inherent to the Company’s business. While the Manager believes that the projections accurately reflect possible future results of the Company’s operations, those results cannot be guaranteed.

The Company’s Success Will Depend Upon the Acquisition of Real Property by Manager, and Manager May be Unable to Consummate the Acquisitions on Advantageous Terms, and the Properties May Not Perform as Expected

The Company intends to acquire, develop, lease, operate and potentially dispose of real property assets. The acquisition of real property entails various risks, including the risks that the real estate assets may not perform as expected, that Company or Manager may be unable to quickly and efficiently integrate new assets into its existing operations and the cost estimates for the development, construction, lease, operation or sale of a new property may prove inaccurate. These risks may result in a material adverse effect on Company’s business, which in turn would result in a material adverse effect on the Company’s operating results and financial condition.

Reliance on Manager to Select Appropriate Properties and Investments

The Company’s ability to achieve its investment objectives is dependent upon the Manager’s expertise, key personnel, decision-making, and performance of the Manager’s team in the selection of appropriate real property for acquisition and operation of the Shopping Centers. Investors in the Class B Units offered will have no opportunity to evaluate the terms of any proposed real property transactions or other economic or financial data concerning Company’s investments. Investors in the Class B Units must rely entirely on the Manager’s knowledge, skill and ability and Manger’s Members, Officers, employees and advisors in their processes related to real property selection and investment.

Company Expects to Invest in Properties Operating in a Highly-Regulated Environment

The Company and its Shopping Centers are subject to various laws including securities laws, real estate and zoning laws, and environmental regulations. Any failure to comply with such laws and regulations could result in liability or penalties. For instance, Shopping Centers may have hidden environmental issues like soil contamination that require costly remediation. Retail properties must comply with ADA (disability access) and other regulations, and non-compliance could necessitate expensive retrofits or result in fines. Zoning or local ordinances could limit redevelopment plans. Additionally, changes in tax law (e.g. elimination of certain real estate tax benefits) or in securities regulations could impact after-tax returns or the Company’s operations. The Company’s exemptions to registering its securities or offerings carry regulatory requirements. If the Company were to fail to adhere to the applicable rules and regulations, it could face securities law violations or rescission risk. The Manager will take all reasonable steps to comply with applicable regulations, but regulatory changes or compliance failures remain a risk.

Competition May Increase Costs and Decrease Rates of Return

The Company may experience competition from other developers of grocery-anchored retail centers and other sophisticated investors supporting or participating in those competing real-property developers and investors. Competition may increase the costs of assets, labor and materials for Company investments and decrease the intended lease rates or the potential return on investment of real estate assets developed or owned and operated by the Company. These cost increases or return on investment decreases may result in a material adverse effect on the Company’s business, operating results and financial condition.

Delays in Property Development, Construction or Operations

Delays the Company and Manager may encounter in the acquisition and development Shopping Centers or any type of real property include government-related delay such as the permitting, inspection or certificate-of-occupancy processes; construction-related delays such as weather, adverse site conditions and material- or labor-supply disruptions; and finance-related delays such as extended due diligence processes, funding and closing procedures. Delays in initiating or completing any acquisition, development or renovation project or the operations of a Company property could result in a material adverse effect on the Company’s business, operating results and financial condition.

Manager’s Discretion in the Future Disposition or Company’s Exit of Properties or Investments

The Company’s Manager cannot predict with any certainty the various market conditions affecting any Company real property or real estate investments which will exist at any particular time in the future. Due to the uncertainty of various market conditions which may affect the future market value or disposition of any of the Company’s properties, the Company cannot assure the Investor that Company will be able to sell its properties or exit a real property investment at a profit in the future. Accordingly, the timing of liquidation of Company’s real property or real estate investments will be dependent upon fluctuating market conditions, which in turn could result in a material adverse effect on the Company’s business, operating results and financial condition.

Real Estate Investments are Not as Liquid as Other Types of Assets, Which May Reduce Economic Returns to Investors

Real property and real estate investments are not as liquid as other types of investments, and this lack of liquidity may limit the Company Manager’s ability to react promptly to changes in economic, financial, investment or other conditions. In addition, significant expenditures associated with real property and real estate investments, such as mortgage payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income or cash flow from the investments. Thus, Company Manager’s ability at any time to sell or liquidate Company assets or exit a real property investment may be restricted. This lack of liquidity may limit the Company’s ability to vary its portfolio promptly in response to rapid changes in economic financial, investment or other conditions and, as a result, could cause a material adverse effect on the Company’s business, operating results and financial condition.

Company May be Unable to Lease or Sell a Property If or When Manager Decides to Do So, Including as a Result of Uncertain Market Conditions, Which Could Adversely Affect the Return on an Investment in the Company

Company Manager’s ability to lease or sell real properties on advantageous terms depends on factors beyond the Company’s control, including competition from other sellers and investors, and the availability of attractive financing for potential buyers of the Company’s real property assets or investments. The Company cannot predict the various market conditions affecting real estate investments which will exist at any particular time in the future. Due to the uncertainty of market conditions which may affect the future disposition of the properties Company acquires, the Company cannot assure its Investors that Company will be able to lease or sell such properties at a profit in the future. Accordingly, the extent to which the Company’s Members will receive cash distributions and realize potential appreciation on Company’s real estate investments will be dependent upon fluctuating market conditions. Furthermore, Company may be required to expend funds to correct defects or to make improvements before a property can be leased or sold. Company cannot assure the Investors that it will have funds available to correct such defects or to make such improvements. In developing a property, Company may agree to restrictions that prohibit the sale of that property for a specified period or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that real property. These provisions would restrict Company’s ability to sell a property, which in turn could result in a material adverse effect on the Company’s business, operating results and financial condition.

Illiquidity of Real Estate Investments Could Significantly Impede Company’s Ability to Respond to Adverse Changes in the Company Performance and Harm Company’s Financial Condition

Since real property and real estate investments are relatively illiquid, Company’s ability to promptly sell its assets in response to changing economic, financial and investment conditions may be limited. In particular, these risks could arise from weakness in, or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in local, regional national or international economic conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located. Company may be unable to realize its investment objectives by sale, other disposition or refinance at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. This lack of liquidity in turn could result in a material adverse effect on the Company’s business, operating results and financial condition.

Terms of New or Renewal Leases May Result in a Reduction in Income and Valuation

The terms of new or renewal leases at Company properties or real property investments may be less favorable to Company than the initial or preceding lease terms. Certain significant expenditures that Company, as a landlord, may be responsible for, such as loan payments, real estate taxes, utilities and maintenance costs generally are not reduced as a result of a reduction in rental revenues. If lease rates for new or renewal leases are substantially lower than those for the previous leases, Company’s rental income and the real property’s value might suffer a significant reduction. Additionally, Company may not be able to sell the property at the price, on the terms or within the time frame it may seek due to reduction in the lease revenue and operating income. Changes in lease terms at Company real property assets or investments may result in a material adverse effect on the Company’s business, operating results and financial condition.

Company May Be Unable to Lease Company Properties

If properties owned by Company experience a significant decrease in demand for any reason or Company is not able to sufficiently develop and then lease and relet a significant portion of available and soon-to-be-available commercial space, the Company’s financial condition, results of operations, cash flow, the market value of Company interests and the ability to satisfy debt obligations and make distributions to members could be adversely affected. An inability to lease all or portions of Company real property assets on advantageous terms may result in a material adverse effect on the Company’s business, operating results and financial condition.

Property Acquired by Company May Have Liabilities or Other Encumbrances

Company’s Manager intends to perform appropriate due diligence for each property it acquires, develops and operates or where the Company may possess a financial interest therein through investment. Company also will seek to obtain appropriate representations and indemnities from sellers in respect of such properties or other investments. Company and Manager may, nevertheless, acquire properties or other real property investments that are subject to uninsured liabilities or that otherwise have encumbrances potentially affecting their value. In some instances, Company may have only limited or perhaps even no recourse for any such liabilities or other encumbrances or, if Company has received indemnification from a seller, the resources of such seller may not be adequate to fulfill seller’s indemnity obligation. As a result, Company could be required to resolve or cure any such liability or other encumbrance, and such efforts and expenses could have an adverse effect on Company’s resources or cash flow available to meet other expenses, which in turn could result in a material adverse effect on the Company’s business, operating results and financial condition.

Company’s Investments May be Subject to Risks from the Use of Borrowed Funds

Company’s Manager expects at various times during business plan execution to develop or acquire real property by borrowing funds. Company and Manager may also incur or increase its indebtedness by obtaining loans secured by certain properties in order to use the proceeds for further development of a property or other Company business purpose. In general, for any particular property, Company and Manager expect that the property’s cash flow will be sufficient to pay the cost of its mortgage indebtedness, in addition to the operating and related costs of the property. However, if there is insufficient cash flow from the property, Company may be required to use funds from other sources to make the required debt service payments, which generally would reduce the amount available for distribution to the Company, which in turn would reduce the amount of distributions made to Investors. The incurrence of mortgage indebtedness increases the risk of loss from Company’s investments since one or more defaults on mortgage loans secured by its properties could result in foreclosure of those mortgage loans by the lenders with a resulting loss of Company’s investment in the properties securing the loans. For tax purposes, a foreclosure of one of Company’s properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the indebtedness secured by the mortgage. If that outstanding balance exceeds Company’s tax basis in the property, Company would recognize a taxable gain as a result of the foreclosure, but it would not receive any cash proceeds as a result of the foreclosure transaction. This in turn could result in a material adverse effect on the Company’s operating results and financial condition.

Mortgage loans or other financing arrangements with balloon payments in which all or a substantial portion of the original principal amount of the loan is due at maturity, may involve greater risk of loss than those financing arrangements in which the principal amount of the loan is amortized over its term. At the time a balloon payment is due, the Company may or may not be able to obtain alternative financing on favorable terms, or at all, to make the balloon payment or to sell the property in order to make the balloon payment out of the sale proceeds. If interest rates are higher when the Company obtains replacement financing for its existing loans, the cash flows from its properties, as well as the amounts Company may be able to distribute to its Investors, including the Company, could be reduced, which in turn would reduce the amount available to the Company to distribute to Investors. If interest rates are higher when the Company obtains replacement financing for its existing loans, the cash flows from its properties could be materially reduced, which in turn would reduce the amount available to the Company to distribute to Investors. In some instances, the Company may only be able to obtain recourse financing, in which case, in addition to the property or other investments securing the loan, the lender may also seek to recover against the Company’s other assets for repayment of the debt. Accordingly, if the Company does not repay a recourse loan from the sale or refinancing of the property or other investment securing the loan, the lender may seek to obtain repayment from one or more of the Company’s other assets. This in turn could result in a material adverse effect on the Company’s business, operating results and financial condition.

Uninsured Losses Relating to Real Property May Adversely Affect Company

Company Manager will attempt to assure that all of Company’s properties are comprehensively insured (including but not limited to liability, fire, and extended coverage) in amounts sufficient to permit replacement in the event of a total loss or cover incurred liabilities, subject to applicable deductibles. However, to the extent of any such deductible is incurred and in the event that any of Company’s properties incurs a casualty loss or operating liability which is not fully covered by insurance, the value of Company’s assets will be reduced by any such loss or liability. Also, certain types of losses, generally of a catastrophic nature, resulting from, among other things, earthquakes, floods, tornados, hurricanes, riots, mayhem or terrorist acts may not be insurable or even if they are, such losses may not be insurable on terms commercially reasonable to the Company. Further, Company may not have a sufficient external source of funding to repair or reconstruct a damaged property or pay the outstanding liability; there can be no assurance that any such source of funding will be available to Company for such purposes in the future. In the event of a loss or liability not covered by insurance policies could result in a material adverse effect on the Company’s business, operating results and financial condition.

Competition For Real Property Investments May Increase Costs and Reduce Returns

Company Manager will experience competition for real property investments from various sources including individuals, corporations, and bank and insurance company investment accounts, as well as other real estate limited partnerships, real estate investment funds, commercial developers, pension plans, other institutional and foreign investors and other entities engaged in real estate investment activities. Company will compete against other potential purchasers of high-quality commercial properties leased to credit-worthy tenants, and because of a numerous economic factors, there may be greater competition for the properties of the type in which Company will seek to acquire and develop. Some of these competing entities may have greater financial and other resources allowing them to compete more effectively than the Company. This competition may result in Company paying higher prices to acquire and develop real properties than it otherwise would, or Company may be unable to acquire properties that Manager believes meet its investment objectives and are otherwise desirable investments. Market competition could result in a material adverse effect on the Company’s operating results and financial condition.

In addition, Company properties may be located close to properties that are owned by other real estate investors that compete with Company for tenants or buyers. These competing properties may be better located and more suitable for desirable tenants or buyers than the Company’s properties, resulting in a competitive advantage for these other real properties. This competition may limit Company’s ability to lease space, increase its costs of securing tenants, limit its ability to charge rents and/or require it to make capital improvements it otherwise might not make to lease or dispose of its properties. As a result, Company may suffer a material adverse effect on the Company’s business, operating results and financial condition.

Risks of Real Property Ownership that Could Affect the Marketability and Profitability of Company Properties

There is no assurance that Company’s real properties will be profitable or that cash from operations will be available for distribution, which in turn may decrease the distributions the Company may be able to make to Investors. Real property, like many other types of long-term investments, historically has experienced significant fluctuations and cycles in value and specific-market conditions may result in occasional or permanent reductions in the value of real property interests. The marketability and value of real property will depend upon many factors beyond the control of the Company and Manager, including but not limited to:

Environmental Regulation and Issues, Certain of Which the Company May Have No Control Over, May Adversely Impact the Company’s Business

Federal, State, City and local environmental laws, ordinances and regulations impose environmental controls, disclosure rules and zoning restrictions which directly impact the use, or sale of real property. Such laws and regulations tend to discourage sales and leasing activities and mortgage lending with respect to some properties and may therefore adversely affect Company specifically, and the real estate industry in general. A current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Failure by Company Manager to uncover and adequately protect against environmental issues in connection with the acquisition or development of real property may subject Company to liability as the buyer of such real property or asset. Environmental laws and regulations impose liability on current or previous real property owners or operators for the cost of investigating, cleaning up or removing contamination caused by hazardous or toxic substances at the property. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require expenditures.

Liability for environmental issues can be imposed even if the original actions were legal and Company had no knowledge of, or was not responsible for, the presence of the hazardous or toxic substances. Environmental laws provide for sanctions in the event of non-compliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. In connection with the development and ownership of properties, Company may be potentially liable for compliance-related costs. The cost of defending against claims of liability, complying with environmental regulatory requirements or remediation any contaminated property could materially adversely affect the business, assets or results of operations of the Company. Company may also be held responsible for the entire payment of the liability if Company is subject to joint and several liability and the other responsible parties are unable to pay. Further, Company may be liable under common law to third parties for damages and injuries resulting from environmental contamination emanating from the site. Insurance for such environmental matters may not be available or available on terms acceptable to Company. Environmental issues and matters could result in a material adverse effect on the Company’s business, operating results and financial condition.

Americans with Disabilities Act (ADA) Compliance

Under the Americans with Disabilities Act of 1990 (the “ADA"), all public properties are required to meet certain federal requirements related to access and use by disabled persons. Properties acquired by the Company or in which the Company makes an investment may not be in full compliance with the ADA. If a property is not in compliance with the ADA, the Company may be required to make modifications to such property to bring it into compliance with the ADA, or face the possibility of imposition, or an award, of damages to private litigants. In addition, changes in governmental rules and regulations or enforcement policies affecting the use or operation of any Company property, including changes to building, fire and life-safety codes, may occur which could result in the Company experiencing increased expenses or capital investment and causing a material adverse effect on the Company’s business, operating results and financial condition.

Adverse Weather Events Could Cause Property Damage, Increase Costs or Delay Projects

Real property owned or invested in by Company may experience adverse weather events, such as but not limited to extended, extreme low temperature freezing or surface water flooding, which could cause direct or indirect damage to Company’s real estate assets or materially delay development and construction projects. Direct or indirect damage caused during adverse weather events may require unanticipated repairs, maintenance, and tenant dislocation, all of which could increase costs for Company and reduce profitability or asset values. Even in the event insurance policies cover the event causing property damage or loss(es), the expense of any applicable deductible and the damage repair or loss of property use may not be fully covered by insurance, and the value of Company’s asset(s) will be reduced by any such loss(es). Company may be required to expend funds to remedy damage to real property, delay or increase the cost of development or construction, or possibly cause the Company to abandon the development of real property. Adverse weather events could result in a material adverse effect on the Company’s business, operating results and financial condition. 

Loss of Property Utilities Could Cause Property Damage and Increase Costs

Company real property may experience short-term or long-term loss of utilities such as electric, natural gas, potable water, wastewater sewer and storm sewer systems. In the event there is a loss of electric or natural gas utilities during a sustained period of below-freezing temperatures, the loss of heating systems could cause direct or indirect damage to Company’s real estate assets. Similarly, failure of a storm sewer system not owned or controlled by the Company during a high-rainfall event may cause flooding either in the vicinity of, on or inside a Company property thereby causing direct or indirect damage to the Company’s real estate assets due to flooding that may not be covered by an insurance policy. Lastly, loss of electricity for an extended period of time can shut down air-conditioning systems such that humidity levels increase and allow for conditions that are conducive for mold growth. Such direct or indirect damage may require unanticipated repairs, maintenance, and tenant dislocation, all of which could increase costs for Company and reduce its profitability. Insurance policies may cover the event causing property, though the expense of any deductible and the damage repair or loss of property use is not fully covered by insurance, the value of Company’s asset(s) will be reduced by any such loss(es). Loss of utilities, especially for an extended period of time, could result in a material adverse effect on the Company’s business, operating results and financial condition

Real Estate May Develop Harmful Mold, Which Could Lead to Liability for Adverse Health Effects and Costs of Remediating the Problem

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 Company’s properties could require Company to undertake a costly remediation program to contain or remove the mold from the affected property. In addition, the presence of significant mold could expose Company to liability from its tenants, employees of such tenants, Company agents or employees and other persons present on the property if health concerns arise. The presence of excessive mold or certain types of mold at a Company property could result in a material adverse effect on the Company’s business, operating results and financial condition.

Real Estate May Contain Radon Gas, Which Could Increase Maintenance Costs or Incur Costs of Remediation

Radon is a naturally occurring radioactive gas caused by the degradation of uranium in soil, found in low-average concentrations in ambient air, can increase in concentration inside an enclosed structure and recognized as a cause of lung cancer. Laws regarding testing and disclosure of radon-related information known to a property owner or landlord to prospective buyers or tenants are different in, and specific to, each state. The USEPA has set an indoor air concentration of four (4.0) pCi/L as a threshold in which remedial action to lower the indoor air concentration should be instituted. While no uniform radon testing, disclosure or remediation requirements currently exist across all states, some states and financial institutions do require or compel radon testing and remediation systems where site conditions require compliance with regulatory or lender requirements. Future radon-related compliance activity, liabilities or potential sanctions could result in a material adverse effect on the Company’s business, operating results and financial condition.

Real Estate May Contain Lead Pipes or Lead-based Paint, Which Could Increase Maintenance Costs or Cause Liability for Adverse Health Effects and Costs of Remediation

Lead pipes, pipe fittings, fixtures and solder were commonly utilized throughout the United States prior to being banned in 1986. Lead-based paint was commonly utilized in and on structures throughout the United States prior to it being banned from production and use in 1978. Lead is a serious health-hazard for humans of all ages, especially children, with predominant exposure routes being ingestion or inhalation. Ingestion sources can come from the metal leaching from pipes and fixtures into domestic water or lead-based paint chips and dust. Inhalation sources can come from lead-based paint chips and dust. Property containing lead-based paint or lead pipes may be suitable for businesses but require additional maintenance programs and procedures to limit the potential for lead exposure to occupants. Excessive lead exposure to occupants at any of Company’s properties could require Company to undertake a costly remediation program to contain or remove the lead source from the affected property. In addition, the presence of significant lead-exposure sources could expose Company to liability from its tenants, employees of such tenants and other third parties if property damage or health concerns arise. In extreme circumstances, properties with high-lead exposure rates can be declared health hazards and their use, or remediation requirements, governed by applicable state agencies.

Property owners and landlords, agents and property managers are required to disclose any information the property owner possesses related to the existence of lead-based paint in a property constructed prior to 1978 and they may face material financial sanctions for noncompliance with the disclosure requirements. Lead-related liabilities or sanctions could result in a material adverse effect on the Company’s business, operating results and financial condition.

Real Estate May Contain Asbestos, Which Could Increase Maintenance Costs or Cause Liability for Adverse Health Effects and Costs of Remediation

Many products commonly utilized in construction projects throughout the United States contained asbestos prior to manufacturing limitations and the ban on certain uses being promulgated in the 1970s and 1980s. Asbestos-containing material (ACM) product categories include, but not limited to, roofing, siding, flooring, insulation, drywall-finishing, decorative-surface finishes and heating systems. Asbestos is a health-hazard and known carcinogen with predominant exposure being through inhalation. Inhalation sources are generally recognized as the release fibers and dust from ACM during maintenance, repair and renovation activities. Property containing ACM are suitable residences and businesses when the ACM remains in good condition or encapsulated but also require additional maintenance programs and procedures to limit the potential for asbestos exposure to occupants, employees and workers.

While no uniform ACM testing, disclosure or remediation requirements currently exist across all states, some states and financial institutions do require or compel testing for the presence of ACM under certain circumstances and the USEPA provides guidance on the institution of an operations and maintenance plans for ACM where they have been identified. Demolition or renovation activities at a property that include disturbing ACM require the participation and actions of licensed professionals including health and safety protocols, remediation and proper disposal of the ACM at additional costs beyond the proposed construction activity. Future asbestos-related compliance activity, liabilities or potential sanctions could result in a material adverse effect on the Company’s operating results and financial condition. Asbestos exposure to occupants or employees at any Company property could require Company to undertake a costly remediation program to contain or remove the asbestos source from the affected property. In addition, significant exposure to asbestos could expose Company to liability from its tenants, Company employees, employees of tenants and other third parties if property damage or health concerns arise. Asbestos-related property management, remediation, liabilities or sanctions could result in a material adverse effect on the Company’s business, operating results and financial condition.

Terrorist Attacks or Other Acts of Violence or War May Affect the Industry in Which the Company Operates, Company Operations and Profitability

Terrorist attacks, acts of violence, riots, mayhem or war may harm Company’s real property or results of operations and either directly or indirectly an Investor’s investment. There can be no assurance that there will not be more terrorist attacks against the United States or U.S. businesses. These attacks or armed conflicts may directly or indirectly impact the value of the property Company owns or that secure its loans. Losses resulting from these types of intentional and violent events may be uninsurable or not insurable to the full extent of the loss suffered. Moreover, any of these events could cause local or regional consumer confidence and spending to decrease or result in increased volatility in the local, regional or national and worldwide financial markets and economies. They could also result in economic uncertainty in the location or region of the events or the United States as nation or abroad. Adverse economic conditions resulting from terrorist activities could reduce demand for space in Company’s properties due to the adverse effect on the local, regional or national economy and thereby reduce the value of Company’s properties or investments in real property. Terrorist attacks, riots, mayhem or other violent events could result in a material adverse effect on the Company’s business, operating results and financial condition.

Company Will be Subject to Risks Related to the Geographic Location of the Property the Company Acquires or Makes Investments

Company intends to acquire, develop, lease, operate and eventually sell real estate assets. If the commercial market or general economic conditions in the geographic area of a Company property declines, Company may experience a greater rate of default by tenants on their leases with respect to properties in this area and the value of the properties in the geographic area could decline. Similarly, environmental, weather or any other extreme event such as mayhem or riots can affect the region or specific location in which a Company owns or invests in real property. Any of these events could materially adversely affect the Company’s business, financial condition or results of operations. 

Unforeseen Changes

While the Company has enumerated certain material risk factors herein, it is impossible to know all risks which may arise in the future. In particular, Investors may be negatively affected by changes in any of the following: (i) laws, rules, and regulations; (ii) regional, national, and/or global economic factors and/or real estate trends; (iii) the capacity, circumstances, and relationships of partners of Affiliates, the Company or the Manager; (iv) general changes in financial or capital markets, including (without limitations) changes in interest rates, investment demand, valuations, or prevailing equity or bond market conditions; or (v) the presence, availability, or discontinuation of real estate and/or housing incentives.

Potential Conflicts of Interest

There are also conflicts of interest inherent in the structure of the Company. For example, the Manager and potential Affiliates earn transaction and management fees regardless of profitability, which could incentivize more acquisitions or higher leverage. Potential conflicts of interest exist among Company, Manager, members of Manager and Company Affiliates. Members of the Company Manager are owners of the Class C Units of the Company, the property management company that may manage the Company’s real estate assets, and the general contractor that will be managing construction work on the Company’s assets. The Manager and members, Officers and employees of Manager and Affiliates are permitted to devote their time to these Affiliates and other ventures to the detriment of the Company if deemed reasonable or necessary by the Manager and members, Officers and employees of Manager. While policies are in to mitigate conflicts Investors should be aware that the Manager’s interests may not always be perfectly aligned, even though the co-invest and promote structure is intended to align their interests with Class B Members in the long run. See further discussion provided in “Conflicts of Interest” and “Affiliates” below.

COVID-19 and Future Pandemics

In December 2019, the 2019 novel coronavirus (“Covid19”) surfaced in Wuhan, China. The World Health Organization (“WHO”) declared a global emergency on January 30, 2020, with respect to the outbreak and several countries, including the United States, have initiated travel restrictions. On May 5, 2023, the WHO declared Covid19 is now an established and ongoing health issue which no longer constitutes a public health emergency. The final impacts of the outbreak, and economic consequences, are unknown and still evolving. The Covid19 health crisis adversely affected the U.S. and global economy, resulting in an economic downturn. A similar new pandemic occurrence could impact demand for the Company’s services. The future impact of the outbreak remains highly uncertain and cannot be predicted and there is no assurance that the outbreak will not have a material adverse impact on the future results of the Company. The extent of the impact, if any, will depend on future developments, including actions taken to contain the coronavirus or other rapidly transmitted viruses. Any future novel virus or pandemic could result in a material adverse effect on the Company’s business, operating results and financial condition.

Changes in Governmental Rules and Regulations Could Affect Company’s Profitability 

Changes in governmental rules and regulations or enforcement policies affecting the use or operation of the properties, including changes to building, fire and life-safety codes, may occur which could have adverse consequences to Company, which in turn could result in a material adverse effect on the Company’s business, operating results and financial condition.

Cyber Security Threats, Attacks and Other Disruptions Could Negatively Impact Company

The Company may face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could materially adversely affect the Company’s business, results of operations and financial condition.

Tax Risks to Investors Due to Company Structure and Designations

There are a number of substantial federal income tax risks relating to the intended business of Company and which affect the advisability or suitability in investing in Class B Units of this Offering. No rulings have been sought from the Internal Revenue Service (IRS) with respect to any tax-related matters and each potential Investor should consult his, her or the entity’s own tax advisor as to the relevant tax considerations and as to how those considerations may affect any investment and to determine whether an investment in Company is a suitable investment for that person or entity. Set forth below are some of the tax risks relating to an investment in Company and this list is intended to be informative through not all-inclusive regarding tax-related matters. POTENTIAL INVESTORS ARE NOT TO CONSTRUE ANY OF THE CONTENTS OF THIS OFFERING CIRCULAR AS TAX ADVICE AND ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS CONCERNING THE TAX ASPECTS RELATING TO AN INVESTMENT IN COMPANY.

Significant and fundamental changes in the federal income tax laws have been made in recent years and additional changes are likely in the future. Any such change may affect Company and the Members. Moreover, judicial decisions, regulations, or administrative pronouncements could unfavorably affect the tax consequences of an investment in the Company.

Treasury Regulations under Section 7701 of the Internal Revenue Code of 1986, as amended provide that a domestic business entity, other than a “corporation,” may elect whether to be treated as a partnership or an association (taxable as a corporation) for federal income tax purposes.

Treasury Regulation Section 301.7701-2(b) defines “corporations” to include corporations denominated as such under applicable law, associations (that elect to be classified as such), joint stock companies, insurance companies, and other business entities, not including partnerships. Under a default rule in the Treasury Regulations, partnerships formed under a state statute, such as the Company, are treated as partnerships for federal income tax purposes, unless such entities affirmatively elect to be treated as associations taxable as corporations. Company will not elect to be treated as an association nor taxable as a corporation for federal income tax purposes.

The proper federal income tax treatment of all Company items will be determined at the member level. Adjustments, if any, resulting from a Company audit will result in corresponding adjustments of Company items reflected on the Members’ own tax returns. In addition, a Member will be designated as the “Tax Matters Member,” and, as such, has primary responsibility for member level matters involving the IRS, including the power to extend the statute of limitations for all members as to Company items.

Each Investor/member must include in his, her or the entity’s gross income for federal income tax purposes his distributive share of Company’s income. Such income is subject to taxation without regard to whether any cash or property is distributed to such member. Taxable income may exceed distributable cash because of differences in timing and possible expenditure of cash for nondeductible items. Taxable income also may exceed distributable cash because of amounts paid by Company to lenders to repay principal on any Company borrowings.

RISKS RELATED TO EMPLOYEE BENEFIT PLANS AND INDIVIDUAL RETIREMENT ACCOUNTS

In Some Cases, if the Investors Fails to Meet the Fiduciary and Other Standards Under the Employee Retirement Income Security Act of 1974, as Amended (“ERISA”), the Code or Common Law as a Result of an Investment in the Company’s Units, the Investor Could be Subject to Liability for Losses as Well as Civil Penalties

There are special considerations that apply to investing in the Company’s Units on behalf of pension, profit sharing or 401(k) plans, health or welfare plans, individual retirement accounts or Keogh plans. If the investor is investing the assets of any of the entities identified in the prior sentence in the Company’s Units, the Investor should satisfy themselves that:

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil penalties and can subject the fiduciary to liability for any resulting losses as well as equitable remedies. In addition, if an investment in the Company’s Units constitutes a prohibited transaction under the Code, the “disqualified person” that engaged in the transaction may be subject to the imposition of excise taxes with respect to the amount invested.

DILUTION

Seven Hundred Fifty Thousand (750,000.0) Class B Units of the Company are authorized and unissued prior to this Offering. Class B Units are offered at a price of One Hundred Dollars ($100.00) per Class B Unit.

Thirty thousand (30,000.0) Class A Units of the Company are authorized and unissued prior this Offering. Class A Units are not offered to the public in this Offering.

The Class A and Class B Units of the Company when issued will, in aggregate, represent seventy-five percent (75%) of the equity interests in the Company for the purposes of distributions pursuant to the Company’s Operating Agreement.

Twenty thousand (20,000.0) Class C Units were authorized and issued to an Affiliate, Concorde Palmetto Centre, LLC, at the founding of the Company for $2,000,000.00. This co-investment by the Manager into the Company is to further support acquisitions and ensure alignment of interests, meaning the Manager will invest its own money alongside Investors in each deal. The Class C Units, in aggregate, represent twenty-five percent (25%) of the equity interests in the Company for the purposes of distributions pursuant to the Company’s Operating Agreement. Class C Units are not offered to the public in this Offering.

The Company may engage in other financings including future equity raises. In the event the Company sells equity securities subsequent to an Investor’s purchase of Class B Units through this Offering or future offerings, the Investor’s proportionate ownership of the Company will be diluted.

PLAN OF DISTRIBUTION

The Offering will be made through general solicitation, direct solicitation, and marketing efforts whereby Investors will be directed to invest.cep-fund.com (the “Platform”) to invest. The Company has engaged Mundial Financial Group, LLC (“Mundial”), an independent FINRA broker-dealer to assist with the Class B Unit sales. Mundial will receive a two percent (2%) commission on the sales of the Units.

The Offering is conducted on a best-efforts basis. No Commissions or any other remuneration for the Class B Unit sales will be provided to the Company, the Manager, the members, Directors, any Officer, or any employee of the Company or Manager, relying on the safe harbor from broker-dealer registration set forth in Rule 3a4-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended.

The Company will not limit or restrict the sale of the Class B Units during this twelve (12) month Offering period other than the investor suitability standard qualifications and restrictions specified above or in the Company Operating Agreement. No market exists for the Class B Units and no market is anticipated or intended to exist in the near future, therefore there is no plan to stabilize the market for any of the Company securities to be offered.

The Company, Manager and members, Directors, Officers, and employees of the Manager are primarily engaged in the Company’s business of real estate development and management, and none of them are, or have ever been, brokers nor dealers of securities in the United States. The Company, Manager and members, Directors, Officers, and employees of Manager will not be compensated in connection with the sale of securities through this Offering. The Company believes that the members, Directors, Officers, and employees of Manager are associated persons of the Company not deemed to be brokers under Exchange Act Rule 3a4-1 because: (1) no member, Director, Officer, or employee is subject to a statutory disqualification, as that term is defined in section 3(a)(39) of the Exchange Act at the time of their participation; (2) no member, Director, Officer, or employee will be compensated in connection with his participation by the payment of commissions or by other remuneration based either directly or indirectly on transactions in connection with the sale of securities through this Offering; (3) no member, Director, Officer, or employee is an associated person of a broker or dealer; (4) the members, Directors, Officers, and employees primarily perform substantial duties for the Company other than the sale or promotion of securities; (5) no member, Director, Officer, or employee has acted as a broker or dealer within the preceding twelve months of the date of this Offering Circular; (6) no member, Director, Officer, or employee will participate in selling this Offering after more than twelve months from the Effective Date of the Offering.

Mundial has agreed to act as an administrative broker-dealer to assist in connection with this Offering. Mundial is not purchasing or selling any securities offered by this Offering Circular, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities. However, Mundial has agreed to use their best efforts to arrange for the sale of the Class B Units offered through this Offering Circular.

The Company will also publicly market the Offering using general solicitation through methods that include e-mails to potential Investors, the internet, social media, and any other means of widespread communication.

This Offering Circular will be furnished to prospective investors via download twenty-four (24) hours per day, seven (7) days per week on the Company’s Platform at invest.cep-fund.com and via of the EDGAR filing system.

The following table shows the total discounts and commissions payable to Mundial in connection with this Offering by the Company:

Other Broker-Dealer Terms

Mundial has also agreed to perform the following services in exchange for the compensation discussed above: 

1. Act as the Broker of Record for Form 1-A (SEC), FINRA Rule 5110 filing compliance;
2. Provide introductions and coordination regarding the engagement with additional parties and service providers;
3. Assist with use of a “Reg A Raise” website where potential and current investors begin the process of onboarding/investing by entering their interest, required personal information, and review and sign all offering related documentation;
4. Coordination with SEC registered Transfer Agent;
5. Coordination with the escrow agent for the Offering;
6. Coordination with the Company’s legal partners;
7. Providing other financial advisory services normal and customary for Regulation A offerings and as may be mutually agreed upon by Mundial and the Company;
8. Performing Anti-Money Laundering (AML)/Know Your Customer (KYC) checks on all Investors (which may include subscription agreement review, exceptions handled by the Company, proactive outreach handled by the Company, application issues, payment issues);
9. Marketing material review; and
10. Coordination with “Payment Rails” for use of providing Investors with the ability to invest in the Offering using credit cards and/or ACH.

The Company will also be responsible for all FINRA filing fees associated with the offering (“Filing Fees”). The Filing Fees are estimated to be eleven thousand seven hundred fifty dollars ($11,750.00), comprising the one-time FINRA standard document fee ($500.00), plus 0.015% of the proposed maximum aggregate offering of seventy-five million dollars ($75,000,000) equaling an additional eleven thousand seven hundred fifty dollars ($11,750.00).

SELLING SECURITYHOLDERS

There are no selling securityholders in this Offering.

USE OF PROCEEDS

Proceeds from the Offering will be deployed primarily into property acquisitions and value-creation initiatives, with a portion allocated to fees, expenses, and reserves, as summarized below:

As of the date of this Offering, the Manager has incurred approximately Two-Hundred Forty-Seven Thousand, Seven Hundred and Fifty dollars ($247,750.00) of Offering-related expenses on behalf of the Company and the Manager will be reimbursed for this outstanding balance regardless of the number of Class B Units sold.

The Company hereby reserves the right to change the anticipated or intended Use of Proceeds of this Offering as described in this Section and as described elsewhere within this Offering Circular. 

DESCRIPTION OF THE BUSINESS

Overview

Concorde Essential Properties Fund, LLC (the “Company”) is a Manager-managed private real estate fund formed to acquire and reposition shopping center assets in top-performing Southern U.S. markets (the “Shopping Centers”).

The Company’s strategy is to target value-add, income-producing retail properties - primarily grocery-anchored shopping centers, power centers, and high-traffic neighborhood centers – located in high-growth Sunbelt regions such as Texas, Florida, Georgia, and the Carolinas. These markets are experiencing robust population and job growth, which drives retail demand. For example, Florida and Texas led the nation in net migration last year, gaining approximately 475,000 and 404,000 new residents respectively, fueling increased consumer spending and tenant expansion in those states. Meanwhile, new retail development has been limited in recent years, resulting in constrained supply of quality shopping centers.

This dynamic of rising demand and limited supply has improved occupancy and rent growth for existing centers. As of Q4 2024, U.S. shopping center vacancy stood at only ~6.6% and market asking rents averaged $24.76 per square foot, continuing an upward trend. Grocery-anchored centers in particular have proven resilient – recording rent growth of 3.4% over the 12 months ending July 2024, above the retail average – and remain favored by tenants and investors for their stable foot traffic and necessity-based appeal. Industry analyses project that investors will continue to prioritize grocery-anchored and strip retail centers as preferred assets, given their stability and consistent cash flows.

The Company seeks to capitalize on the best of essential core retail properties by assembling a diversified portfolio of well-located Shopping Centers in the Sunbelt that offer upside through proactive asset management. Each acquisition will be an income expansion of existing core properties with strong existing tenant bases and cash flow, but potential for income growth via lease-up of vacancies, rental rate increases, re-tenanting, and targeted capital improvements (such as modernizing façades, parking/lighting upgrades, and signage enhancements).

By leveraging the Manager’s retail expertise and local market knowledge, the Company will aim to unlock hidden value in centers and improve net operating income (“NOI”) over a 1-3 year period. The Manager’s team has a track record of hands-on leasing and repositioning of shopping centers, aiming to increase occupancy, attract high-credit tenants, leveraging proprietary technology methodology and systems, and boost tenant sales – all driving higher property valuations. In executing this strategy, the Company benefits from strong tailwinds: many Sunbelt markets are seeing steady rent growth and high tenant demand as retailers expand their physical footprints to serve growing populations. At the same time, retail assets in these regions often trade at capitalization rates that are attractive relative to other property types (often 100+ basis points higher than single-tenant net lease assets), allowing the Company to acquire at reasonable pricing and achieve favorable yield spreads. Overall, the Company’s narrative is one of identifying fundamentally sound shopping centers in thriving Southern markets, applying value-creation initiatives to drive income growth, and delivering investors a combination of stable quarterly cash returns and capital appreciation as properties are refinanced or revalued.

Investment Strategy

The Company targets grocery-anchored shopping centers ranging from 50,000 to 150,000 square feet, where the grocery anchor occupies 40% to 60% of the gross leasable area (“GLA”). Properties are in high growth, business-friendly states, with a focus on suburban corridors experiencing strong population inflows, job creation, and household income growth. We pursue assets anchored by nationally recognized or high-performing regional grocers such as Publix, H-E-B, Kroger, Aldi, Lidl, Albertsons, and Walmart Neighborhood Market. Inline tenants are selected for their service-based, internet-resistant profiles, contributing to high-frequency, daily-needs customer traffic.

Acquisition targets are typically $10 million to $100 million in value, with 6.0% to 7.0% cap rates and $200–$300/square foot pricing (up to $350/square foot in premium markets). Anchors should have a minimum of 7.5 years remaining on base term, while shorter inline leases are preferred to enable proactive mark-to-market rent resets.

The Company executes with either all-cash or low-leverage loan structures, depending on transaction profile and speed requirements. In either case, the strategy targets a refinance event within 18 months, unlocking equity for redeployment and enhancing overall portfolio-level returns.

Capital Structure & Value Creation Strategy

The Company is structured to enhance long-term returns through a combination of acquisition efficiency and prudent refinancing. Properties are acquired with either all-cash or low-leverage financing, enabling the Company to act decisively and competitively in bidding situations.

Following the acquisition, each asset is targeted for refinancing within 12 to 18 months at 65%–75% loan-to-value, utilizing long-term debt from life insurance companies, banks, or institutional lenders. This approach allows the Company to unlock equity while maintaining a conservative leverage profile, ultimately enhancing portfolio-level internal rates of return.

Distributions are made on a quarterly basis, and excess proceeds from refinancing may be allocated toward future acquisitions, allowing for strategic portfolio expansion without diluting investor returns or requiring capital calls. This capital strategy supports scalable growth, while prioritizing capital preservation and yield optimization.

Asset Management & Operational Strategy

The Company employs a disciplined, data-driven approach to asset management, combining local execution with centralized oversight. The Company partners with experienced property managers and leasing agents in each market while retaining full control through its in-house asset management team. This hybrid structure ensures responsive leasing, proactive tenant engagement, and institutional-grade reporting. Lease rollovers are strategically managed with a focus on renewal control, rental growth, and minimizing long-term fixed commitments. Wherever possible, renewal options are limited to retain flexibility and capture future market upside.

Capital expenditures are focused on maintenance and light enhancements, with a preference for post-2005 construction to reduce structural risk and limit deferred maintenance. Rent increases are implemented based on market trends and submarket performance benchmarks, aligning tenant health with long-term value creation.

Acquisition Criteria

Acquisition Profile

Performance & Physical Standards

Projected Returns and Financial Highlights

Based on the Company’s financial model and pro forma projections, the targeted fund-level internal rate of return (“IRR”) is ~13% to 14% (net to Investors, over the long term). This IRR target falls in the mid-teens range, which is consistent with typical value-add real estate fund performance goals. The Company’s strategy prioritizes a combination of recurring income and capital appreciation, aiming to deliver investors a steady cash yield (5–6% Preferred Return paid quarterly) plus additional upside from profit participation and asset value growth.

Key forecasted performance metrics include:

• Portfolio Growth: The pro forma envisions the Company raising and deploying ~$45 million of equity per year in the initial years, reaching $135 million of total Investor capital by Year 3 (though, as noted, the fund is open-ended without a fixed cap). Leveraging this equity with ~60% debt, the Company would acquire assets totaling roughly $350 million in gross value by the end of Year 3. In this scenario, the portfolio would comprise about 14 Shopping Centers across multiple states by Year 3, providing diversification by geography and tenant mix. The average purchase cap rate is projected around 6.5%–7.0%, with an exit/stabilized cap rate of ~5.75% - 6.25% (assuming improved asset quality and net operating income (“NOI”) growth).
• Income and Cash Flow: Net operating income is projected to ramp up as properties are added and stabilized. By Year 3 (steady-state with the initial portfolio assembled), annual Net Cash Flow from operations is forecast at approximately $14.93 million. This represents the cash available after property expenses and debt service, before distributions. The increasing cash flow should support the growing Preferred Return obligations and profit splits. According to the projections, net cash yield on invested equity improves from ~5.1% in Year 1 to ~8.7% by Year 3 (as value-add measures take effect and occupancy rises). Investors’ quarterly Preferred Returns are fully covered by cash flow in the model – e.g. in Year 2, the Company generates ~$7.85M in net cash, out of which $3.71M is paid as the Preferred Return to investors (covering a blended ~5.5% Preferred Return on ~$90M average capital). By Year 3, with ~$135M equity deployed, the Preferred Return totals about $6.19M/year (at a 5.5% weighted rate) and is likewise paid from the $14.93M cash flow. After paying the Preferred Returns, the remaining cash is split 75/25, resulting in additional distributions to Class B and Class A Members.
• Refinancing and Capital Events: A core element of the Company’s strategy to achieve mid-teens IRRs without selling assets is to utilize refinancings to return capital to investors.
• As properties appreciate and NOI increases, the Manager plans to refinance certain assets at higher valuations and pull out equity. The model anticipates a major refinance wave around Year 2–3 (once the first acquisitions have been stabilized for ~18–24 months). In Year 2, a partial refinancing of some assets is projected to return about $4.77 million of equity back to Investors; in Year 3, additional refinances return approximately $19.1 million. These proceeds are distributed to Investors (treated as return of capital and profit) on top of the regular income distributions. The effect is twofold: investors recover a chunk of their principal early (boosting IRR by returning dollars sooner), and the Company can redeploy some of the refinance proceeds to new acquisitions (further growing the portfolio). After these refinancings, the portfolio remains owned and generating cash, but with a higher leverage ratio appropriate for stabilized assets (e.g., taking leverage from 60% initially up to ~70% on refinanced properties). Importantly, even after the Year 3 refinances, the model shows the Company still retains over $100 million in equity (net of refinancing returns) invested in the portfolio, providing a substantial asset base for ongoing operations. The targeted fund-level IRR of ~13–14% takes into account these interim liquidity events instead of waiting for final asset sales. By continuously optimizing the capital structure, the Company aims to deliver much of the total return to investors via ongoing distributions (Preferred Return + refinance payouts), rather than relying purely on back-end sales.
• Equity Multiple: While the Company does not have a finite life, an illustrative 5-year projection yields an expected equity multiple of roughly 1.5x–1.6x (i.e. Investors might receive ~$1.50–$1.60 back for every $1 invested, over a 5-year period). This is in line with a mid-teens IRR outcome. In a more traditional closed-end sense, if the assets were all sold after a 5-year term, the combination of distributed cash flow, returned capital via refi, and remaining equity in the assets (sale proceeds) would target around a 1.8x gross multiple, which equates to high-teens gross IRR (~18% as projected in similar funds). Net to Investors (after fees and carry), that corresponds to ~13–14% IRR. It is worth noting that some comparable institutional funds target 13–15% gross returns with higher Preferred Returns (8–9%); in contrast, the Company targets a similar IRR but delivers more of the return in current pay and interim distributions. The somewhat lower Preferred Return (5–6%) is balanced by more frequent liquidity and profit share.
• Breakdown of Returns: The Investor returns from the Company are expected to be derived roughly 40%–50% from current income (the Preferred Return portion, which is essentially a contractual yield) and 50%–60% from appreciation/exit proceeds (realized through refinancings or eventual sales, and shared via the 75/25 split). The exact mix will vary by Investor depending on term and reinvestment, but generally the strategy offers a healthy cash yield plus growth. By continuing to hold the assets beyond Year 3, there remains significant embedded value for future returns (since properties were not sold, they can continue generating cash and appreciate further).

In summary, the financial projections illustrate a target return profile of mid-teens IRR with a strong cash component (quarterly payouts) and partial return of capital by year 3, achieved without needing to liquidate the portfolio. This is achieved through skillful asset management driving NOI growth, and strategic recapitalization events (refinances) to harvest gains. It aligns with the Company’s dual objectives: provide investors consistent income (Preferred Returns) plus the upside of value creation in growing markets. Of course, actual performance will depend on market conditions and execution. The target returns here are not guaranteed, but they are grounded in conservative underwriting and are comparable to peer real estate funds’ targets (typical value-add retail funds aim for mid-teens net IRRs, with many achieving multiples above 1.5x on realized investments).

AFFILIATES

The following entities are affiliated with the Company, and are owned and managed by the Manager of the Company or a member, Officer or employee of the Manager ("Affiliates"):

Concorde Group Holdings, LLC. Concorde Group Holdings, LLC is the Manager of the Company and is owned 100% by Joseph C. LeBas, Jr.

Concorde Property Advisors, LLC. Concorde Property Advisors, LLC is a Wyoming limited liability company and is owned 90% by Joseph C. LeBas, Jr. and 10% by William D. LeBas. It will perform property management services for the Shopping Centers on behalf of the Company.

Luxor Advisory Services, LLC. Luxor Advisory Services, LLC is a Wyoming limited liability company and is owned 100% by Joseph C. LeBas, Jr.  It will perform construction/rehabilitation as needed for the Shopping Centers on behalf of the Company.

Concorde Palmetto Centre, LLC. Concorde Palmetto Centre, LLC is a Florida limited liability company and is owned 75% by Joseph C. LeBas, Jr. and 25% by William D. LeBas. It is the Class C Member of the Company.

CONFLICTS OF INTEREST

The following transactions may result in a conflict between the interests of an Investor and those of the Manager or its Affiliates:

Concorde Group Holdings, LLC, as Manager of Company, will receive compensation for its services pursuant to the “Manager Fee Schedule” provided below and may be paid a greater amount than the fees listed. The potential conflict is mitigated by limiting any such greater amounts to what is reasonable and not in excess of the customary management fees which would be paid to an independent third party in connection with the development and management of such real estate and any further potential conflict is mitigated by the terms of the Operating Agreement.

Concorde Property Advisors, LLC, through its technology-enabled approach and its team of CRE veterans, takes a hands-on approach to managing property operations, tenant relations, local government relations, and all accounting and bookkeeping operations for the Shopping Centers under management.

The terms of our Operating Agreement (including the Manager’s rights and obligations and the compensation payable to our Manager and its Affiliates) were not negotiated at arm’s length.

Pursuant to the Operating Agreement, the resolution of any conflict of interest by the Manager shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty at law, in equity or otherwise.

FIDUCIARY RESPONSIBILITY OF THE MANAGER

A manager of a Florida limited liability company may be accountable to the Company as a fiduciary and consequently must exercise good faith and integrity in handling the Company's affairs. This is a rapidly developing and changing area of the law and potential Investors who have questions concerning the duties of the Manager relative to the Company and its Members should consult with their legal counsel.

Exculpation. The Manager may not be liable to the Company or its Members for errors in judgment or other acts or omissions not amounting to fraud, bad faith or willful misconduct, since provision has been made in the Company's Operating Agreement for exculpation of the Manager when the Manager reasonably believed to be acting in or not opposed to the best interests of the Company and did not constitute fraud, bad faith or willful misconduct. Similarly, Manager is not liable for the negligence, dishonesty or bad faith of any employee, broker or other agent of the Company, provided that such employee, broker or agent was selected, engaged or retained with reasonable care. Therefore, Investors have a more limited right of action available to them than they would absent the limitation specified in the Operating Agreement. Further, disputes regarding the operation of the Company shall be subject to mediation and if necessary, thereafter binding arbitration as set forth in the Operating Agreement.

Indemnification. The Operating Agreement provides for indemnification of the Manager by the Company for liabilities it incurs in dealings with other Members or third parties on behalf of the Company so long as the Manager or such other Persons reasonably believed to be acting in or not opposed to the best interests of the Company and did not constitute fraud, bad faith or willful misconduct. The Manager and its shareholders, officers, directors, employees and agents and the employees and agents of the Company shall be entitled to be indemnified and held harmless by the Company, at the expense of the Company, against any loss, expense, claim or liability (including reasonable attorneys’ fees, which shall be paid as incurred) resulting from the assertion of any claim or legal proceeding relating to the performance or nonperformance of any act concerning the activities of the Company, including claims or legal proceedings brought by a third- party or by Members, on their own behalf or as a Company derivative suit, so long as the party to be indemnified acted in good faith and in a manner which such party reasonably determined to be in or not opposed to the best interests of the Company and did not constitute fraud, bad faith or willful misconduct; provided, that any such indemnity shall be paid solely from the assets of the Company. To the extent that the indemnification provisions purport to include indemnification for liabilities arising under the Securities Act of 1933, in the opinion of the Securities Exchange Commission, such indemnification is contrary to the public policy and therefore unenforceable with respect to alleged securities law violations.

Pursuant to the Operating Agreement, the Manager shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting the Company or any Members, and shall not be subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby, under Florida law or under any other applicable law or in equity. The Manager shall not have any duty (including any fiduciary duty) other than the duties of a good faith and fair dealing Member to the Company, or any other Member or Person, including any fiduciary duty associated with self-dealing or corporate opportunities, all of which are expressly waived.

DESCRIPTION OF PROPERTY

The Company does not currently own any business personal property or real property of any material significance. The Company does not currently lease any business personal property or real property.

The Company intends to begin building its real property asset portfolio by using the Proceeds of this Offering as soon as the funds are released from escrow when the gross Proceeds exceed the Minimum Offering Amount.

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

Plan of Operations

The Company is recently formed and thus does not have operating history to discuss and analyze, however the Company anticipates pursuing the following plans, with the caveat that this Plan of Operations may not be fully implemented or may materially change based upon factors that may be outside of the control of the Company.

BAD ACTOR DISCLOSURE

The Company is not subject to bad actor disqualifications under any relevant U.S. securities laws including those specified in 17 CFR 230.506(d).

BANKRUPTCY AND LEGAL PROCEEDINGS

No Bankruptcy, Investigations, or Criminal Proceedings

Neither the Company nor any of the Company’s Manager’s members have been part of any bankruptcy proceedings, proceedings whereby there was a material evaluation of the integrity or ability of the Manager’s members, investigations regarding moral turpitude, or criminal proceedings or convictions (excluding traffic violations).

No Legal Proceedings Material to Company

The Company, Manager and members of Manager, and Affiliates have not been part of any legal proceedings, including proceedings that are material to the business or the financial condition of the Company.

OFFICERS AND SIGNIFICANT EMPLOYEES OF MANAGER

Business Experience of Manager Personnel

Joseph C. LeBas, Jr., Chief Executive Officer

Joe LeBas is an accomplished career entrepreneur and technology executive with superior results in market creation and profitable growth. Across his career, Mr. LeBas has delivered a proven record of building dynamic and innovative businesses in multiple industries and around the world, returning over $500M+ to investors.

In addition to commercial real estate, technology/software companies Mr. LeBas has built have been acquired by Fortune 750 companies: HP, IBM, NASDAQ and ICE/NYSE. Over the last 11 years, Concorde Group Holdings has owned over 1M sq feet of commercial retail, office, industrial and executive housing assets across the United States, United Arab Emirates and India.

William D. LeBas, Chief Operating Officer

William LeBas, has over 25 years in executive development, concept creation, and management of large metro-market national credit franchise retail and restaurants, in robust infill locations such as New York City, Chicago, Atlanta, and Tampa Bay including start-up experience in building site and construction operations, as well as marketing & sales.

In his 10 years with Concorde Group Holdings, Will has driven operation excellency leading to Net IRRs well into the 25% across the portfolio as well as dozens of new leases and retentions.

Nature of Family Relationship

Joseph C. LeBas, Jr. and William D. LeBas are brothers.

COMPENSATION OF THE MANAGER AND AFFILIATES

The Manager or Manager’s Members, Directors, Officers or employees will not receive salaries or compensation from the Offering Proceeds within their roles as Manager of the Company.

The Manager entity will receive fees for the operation of the Company, as described below. The Members, Directors, Officers and employees of the Manager and any affiliate performing services for the benefit of the Company will then be compensated through the Manager entity.

Manager Fee Schedule

Fund Management Fee: The Manager will charge an annual Fund Management Fee of 2.0% of the equity under management, calculated on either committed capital or net invested capital (defined in the Operating Agreement). This fee covers the ongoing asset management services provided, including sourcing and evaluating deals, executing business plans, overseeing property managers, and reporting to investors. It is paid quarterly from Company assets. During the investment period, the Fund Management Fee will be charged on committed capital; thereafter on remaining invested capital.

Transaction Fees: The Manager’s affiliated management company will receive one-time transaction fees in connection with deals, which collectively are no more than 2.5% of each Shopping Center’s purchase price. These will include an Acquisition Fee of 1.5% of the purchase price of a Shopping Center for sourcing, due diligence and closing the Shopping Center purchase. If the Manager arranges debt financing, the Manager will receive 1.0% of the purchase price as a Financing Fee. To compensate for the effort of marketing and transacting the sale of a Shopping Center, the Manager will receive a Disposition Fee of 1.5% of the sale price.

Affiliate Share of Company Net Distributable Proceeds

Prior to the return of all capital investments by Class A and Class B Members, the Concorde Palmetto Centre, LLC as the Class C Member, is entitled to receive twenty-five percent (25%) of the net distributable proceeds generated by operations of the Company (the “Incentive Allocation”) as more particularly described in the Operating Agreement. After the return of all capital contributions made by Class A and Class B Members and their respective unrecovered capital contribution account balances are zero, Concorde Palmetto Centre, LLC (as the Class C Member) is entitled to receive twenty-five percent (25%) of the net distributable proceeds of the Company and Class A and Class B Members are entitled to seventy percent (75%), pro rata, of the net distributable proceeds for the remaining operating life of the Company.  

Manager Costs and Expense Reimbursement

The Manager shall be reimbursed by the Company for all operating expenses, fees, or costs incurred on behalf of the Company, including, without limitation, organizational expenses, legal fees, filing fees, accounting fees, costs of reporting to any governmental agencies, insurance premiums, travel, identification of real property, due diligence efforts, underwriting of assets for the Company, costs associated with evaluating any potential real estate-related investments, sales commissions and expenses such as real estate commissions, leasing agent fees, mortgage brokerage fees, costs associated with communication with Members, “broken deal” costs and fees, closing costs related to each real property or real estate-related investment vehicle, consulting fees related to the Company, and any other Company-related costs and expenses. The Manager may subcontract due diligence functions to third parties (e.g. appraisers, inspectors, subcontractors, real estate brokers, etc.) for the benefit of the Company and the costs of which will be Company expenses.

Compensation to Affiliates

Manager will engage and utilize affiliates of Manager and the Company to perform various service on behalf of Company such as performing real property due diligence efforts, real property administration, oversight and management of real property development and construction of improvements, and real property management and maintenance. Any affiliate utilized by Manager will be compensated by Manager for any activity performed for the benefit of the Company based upon then current market rates for any services rendered to the Company by the affiliate. The affiliate will also be reimbursed by Manager for the reasonable expenses incurred by the affiliate while performing services for the benefit of the Company.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table contains certain information as of the Effective Date as to the number of voting Units beneficially owned by (i) each person known by the Company to own beneficially more than ten percent (10%) of the Company’s Units, (ii) each person who is a Manager of the Company, (iii) all persons as a group who are Managers and/or Officers of the Company, and as to the percentage of the outstanding Units held by them on such dates and as adjusted to give effect to this Offering.

As of the date of this Offering there are no option agreements or other instruments in place providing for the purchase of the Company’s Class A, Class B or Class C Units. 

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The Company has not had any related-party transactions within the previous two (2) fiscal years.

FEDERAL TAX TREATMENT

The following is a summary of certain relevant federal income tax considerations resulting from an investment in Concorde Essential Properties Fund, LLC but does not purport to cover all of the potential tax considerations applicable to any specific purchaser. Prospective investors are urged to consult with and rely upon their own tax advisors for advice on these and other tax matters with specific reference to their own tax situation and potential changes in applicable law discussion is a general summary of certain federal income tax consequences of acquiring, holding and disposing of partnership interests in the Company and is directed to individual investors who are United States citizens or residents and who will hold their interests in the Company as “capital assets” (generally, property held for investment). It is included for general information only and is not intended as a comprehensive analysis of all potential tax considerations inherent in making an investment in the Company. The tax consequences of an investment in the Company are complex and will vary depending upon each investor’s individual circumstances, and this discussion does not purport to address federal income tax consequences applicable to all categories of investors, some of whom may be subject to special or other treatment under the tax laws (including, without limitation, insurance companies, qualified pension plans, tax-exempt organizations, financial institutions or broker-dealers, traders in securities that elect to mark to market, Members owning capital stock as part of a “straddle,” “hedge” or “conversion transaction,” domestic corporations, “S” corporations, REITs or regulated investment companies, trusts and estates, persons who are not citizens or residents of the United States, persons who hold their interests in the Company through a company or other entity that is a pass-through entity for U.S. federal income tax purposes or persons for whom an interest in the Company is not a capital asset or who provide directly or indirectly services to the Company). Further, this discussion does not address all of the foreign, state, local or other tax laws that may be applicable to the Company or its partners.

Prospective Investors also should be aware that uncertainty exists concerning various tax aspects of an investment in the Company. This summary is based upon the IRS Code, the Treasury Regulations (the “Treasury Regulations”) promulgated thereunder (including temporary and proposed Treasury Regulations), the legislative history of the IRS Code, current administrative interpretations and practices of the Internal Revenue Service (“IRS”), and judicial decisions, all as in effect on the date of this offering circular and all of which are under continuing review by Congress, the courts and the IRS and subject to change or differing interpretations. Any such changes may be applied with retroactive effect. Counsel to the Company has not opined on the federal, state or local income tax matters discussed herein, and no rulings have been requested or received from the IRS or any state or local taxing authority concerning any matters discussed herein. Consequently, no assurance is provided that the tax consequences described herein will continue to be applicable or that the positions taken by the Company in respect of tax matters will not be challenged, disallowed or adjusted by the IRS or any state or local taxing authority.

Prospective Investors are urged to consult with and rely upon their own tax advisors for advice on these and other tax matters with specific reference to their own tax situation and potential changes in applicable law.

FOREIGN INVESTORS: NON-U.S. INVESTORS ARE SUBJECT TO UNIQUE AND COMPLEX TAX CONSIDERATIONS. THE COMPANY AND THE MANAGER MAKE NO DECLARATIONS AND OFFER NO ADVICE REGARDING THE TAX IMPLICATIONS TO SUCH FOREIGN INVESTORS, AND SUCH INVESTORS ARE URGED TO SEEK INDEPENDENT ADVICE FROM ITS OWN TAX COUNSEL OR ADVISORS BEFORE MAKING ANY INVESTMENT.

Tax Classification of the Company as a Partnership

General Partnership Discussion

The federal income tax consequences to the investors of their investment in the Company will depend upon the classification of the Company as a “Partnership” for federal income tax purposes, rather than as an association taxable as a corporation. For federal income tax purposes, a partnership is not an entity subject to tax, but rather a conduit through which all items of partnership income, gain, loss, deduction and credit are passed through to its partners. Thus, income and deductions resulting from Company operations are allocated to the investors in the Company and are taken into account by such investors on their individual federal income tax returns. In addition, a distribution of money or marketable securities from the Company to a partner generally is not taxable to the partner unless the amount of the distribution exceeds the partner’s tax basis in his interest in the Company. In general, an unincorporated entity formed under the laws of a state in the United States with at least two members, such as the Company, will be treated as a partnership for federal income tax purposes provided that (i) it is not a “publicly traded partnership” under Section 7704 of the IRS Code and (ii) does not affirmatively elect to be classified as an association taxable as a corporation under the so-called “check the box” regulations relating to entity classification. The Company is not currently a “publicly traded partnership” within the meaning of Section 7704 of the IRS Code for the reasons discussed below. In addition, the Manager does not intend to affirmatively elect classification of the Company as an association taxable as a corporation. Accordingly, the Manager expects that the Company will be classified as a partnership for federal income tax purposes.

Publicly Traded Partnership Rules

Under Section 7704 of the IRS Code, a partnership that meets the definition of a “publicly traded partnership” may be treated as a corporation depending on the nature of its income. If the Company were so treated as a corporation for federal income tax purposes, the Company would be a separate taxable entity subject to corporate income tax, and distributions from the Company to a partners would be taxable to the partners in the same manner as a distribution from a corporation to a shareholder (i.e., as dividend income to the extent of the current and accumulated earnings and profits of the Company, as a nontaxable reduction of basis to the extent of the partner’s adjusted tax basis in his interests in the Company, and thereafter as gain from the sale or exchange of the investors interests in the Company). The effect of classification of the Company as a corporation would be to reduce substantially the after-tax economic return on an investment in the Company.

A partnership will be deemed a publicly traded partnership if (a) interests in such partnership are traded on an established securities market, or (b) interests in such partnership are readily tradable on a secondary market or the substantial equivalent thereof. As discussed in this offering circular, interests in the Company (i) will not be traded on an established securities market; and (ii) will be subject to transfer restrictions set forth in the Operating Agreement. Specifically, the Operating Agreement generally prohibits any transfer of a partnership interest without the prior consent of the Manager except in connection with an Exempt Transfer. The Manager will consider prior to consenting to any transfer of an interest in the Company if such transfer would or could reasonably be expected to jeopardize the status of the Company as a partnership for federal income tax purposes.

The remaining discussion assumes that the Company will be treated as a Partnership and not as an association taxable as a corporation for federal income tax purposes.

Allocation of Partnership Income, Gains, Losses, Deductions and Credits

Profits and Losses are allocated to the partners under the Operating Agreement. In general, Profits or Losses during any fiscal year will be allocated as of the end of such fiscal year to each partner in accordance with their ownership interests. Certain allocations may be effected to comply with the “qualified income offset” provisions of applicable Treasury Regulations relating to partnership allocations (as referenced below). 

Under Section 704(b) of the IRS Code, a Company’s allocations will generally be respected for federal income tax purposes if they have “substantial economic effect” or are otherwise in accordance with the “member’s interests in the partnership.” The Company will maintain a capital account for each Member in accordance with federal income tax accounting principles as set forth in the Treasury Regulations under Section 704(b), and the Operating Agreement does contain a qualified income offset provision. The Operating Agreement requires liquidating distributions to be made in accordance with the economic intent of the transaction and the allocations of Company income, gain, loss and deduction under the Operating Agreement are designed to be allocated to the members with the economic benefit of such allocations and are in a manner generally in accord with the principles of Treasury Regulations issued under Section 704(b) of the IRS Code relating to the partner’s interest in the partnership. As a result, although the Operating Agreement may not follow in all respects applicable guidelines set forth in the Treasury Regulations issued under Section 704(b), the Manager anticipates that the Company’s allocations would generally be respected as being in accordance with the Member’s interest in the Company. However, if the IRS were to determine that the Company’s allocations did not have substantial economic effect or were not otherwise in accordance with the Members’ interests in the Company, then the taxable income, gain, loss and deduction of the Company might be reallocated in a manner different from that specified in the Operating Agreement and such reallocation could have an adverse tax and financial effect on Members.

Limitations on Deduction of Losses

The ability of a Member to deduct the Member’s share of the Company’s losses or deductions during any particular year is subject to numerous limitations, including the basis limitation, the at-risk limitation, the passive activity loss limitation and the limitation on the deduction of investment interest. Each prospective investor should consult with its own tax advisor regarding the application of these rules to it in respect of an investment in the Company.

Basis Limitation. Subject to other loss limitation rules, a Member is allowed to deduct its allocable share of the Company’s losses (if any) only to the extent of such Member’s adjusted tax basis in its interests in the Company at the end of the Company’s taxable year in which the losses occur.

At-Risk Limitation. In the case of a Member that is an individual, trust, or certain type of corporation, the ability to utilize tax losses allocated to such Member under the Operating Agreement may be limited under the “at-risk” provisions of the IRS Code. For this purpose, a Member who acquires a Company interest pursuant to the Offering generally will have an initial at-risk amount with respect to the Company’s activities equal to the amount of cash contributed to the Company in exchange for its interest in the Company. This initial at-risk amount will be increased by the Member’s allocable share of the Company’s income and gains and decreased by their share of the Company’s losses and deductions and the amount of cash distributions made to the Member. Liabilities of the Company, whether recourse or nonrecourse, generally will not increase a Member’s amount at-risk with respect to the Company. Any losses or deductions that may not be deducted by reason of the at-risk limitation may be carried forward and deducted in later taxable years to the extent that the Member’s at-risk amount is increased in such later years (subject to application of the other loss limitations). Generally, the at-risk limitation is to be applied on an activity-by-activity basis. If the amount for which a Member is considered to be at-risk with respect to the activities of the Company is reduced below zero (e.g., by distributions), the Member will be required to recognize gross income to the extent that their at-risk amount is reduced below zero.

Passive Loss Limitation. To the extent that the Company is engaged in trade or business activities, such activities will be treated as “passive activities” in respect of any Member to whom Section 469 of the IRS Code applies (individuals, estates, trusts, personal service corporations and, with modifications, certain closely-held C corporations), and, subject to the discussion below regarding portfolio income, the income and losses in respect of those activities will be “passive activity income” and “passive activity losses.” Under Section 469 of the IRS Code, a taxpayer’s losses and income from all passive activities for a year are aggregated. Losses from one passive activity may be offset against income from other passive activities. However, if a taxpayer has a net loss from all passive activities, such taxpayer generally may not use such net loss to offset other types of income, such as wage and other earned income or portfolio income (e.g., interest, dividends and certain other investment type income). Member income and capital gains from certain types of investments are treated as portfolio income under the passive activity rules and are not considered to be income from a passive activity. Unused passive activity losses may be carried forward and offset against passive activity income in subsequent years. In addition, any unused loss from a particular passive activity may be deducted against other income in any year if the taxpayer’s entire interest in the activity is disposed of in a fully taxable transaction.

Non-Business Interest Limitation. Generally, a non-corporate taxpayer may deduct “investment interest” only to the extent of such taxpayer’s “net investment income.” Investment interest subject to such limitations may be carried forward to later years when the taxpayer has additional net investment income. Investment interest is interest paid on debt incurred or continued to acquire or carry property held for investment. Net investment income generally includes gross income and gains from property held for investment reduced by any expenses directly connected with the production of such income and gains. To the extent that interest is attributable to a passive activity, it is treated as a passive activity deduction and is subject to limitation under the passive activity rules and not under the investment interest limitation rules.

Limitation on Deductibility of Capital Losses. The excess of capital losses over capital gains may be offset against ordinary income of a non-corporate taxpayer, subject to an annual deduction limitation of three thousand dollars ($3,000.00). A non-corporate taxpayer may carry excess capital losses forward indefinitely.

Taxation of Undistributed Company Income (Individual Investors)

Under the laws pertaining to federal income taxation of limited liability companies that are treated as partnerships, no federal income tax is paid by the Company as an entity. Each individual Member reports on his federal income tax return his distributive share of Company income, gains, losses, deductions and credits, whether or not any actual distribution is made to such member during a taxable year. Each individual Member may deduct his distributive share of Company losses, if any, to the extent of the tax basis of his Units at the end of the Company year in which the losses occurred. The characterization of an item of profit or loss will usually be the same for the member as it was for the Company. Since individual Members will be required to include Company income in their personal income without regard to whether there are distributions of Company income, such investors will become liable for federal and state income taxes on Company income even though they have received no cash distributions from the Company with which to pay such taxes.

Tax Returns

Annually, the Company will provide the Members sufficient information from the Company's informational tax return for such persons to prepare their individual federal, state and local tax returns. The Company's informational tax returns will be prepared by a tax professional selected by the Manager.

ERISA CONSIDERATIONS

In Some Cases, if the Investors Fails to Meet the Fiduciary and Other Standards Under the Employee Retirement Income Security Act of 1974, as Amended (“ERISA”), the Code or Common Law as a Result of an Investment in the Company’s Units, the Investor Could be Subject to Liability for Losses as Well as Civil Penalties:

There are special considerations that apply to investing in the Company’s Units on behalf of pension, profit sharing or 401(k) plans, health or welfare plans, individual retirement accounts or Keogh plans. If the investor is investing the assets of any of the entities identified in the prior sentence in the Company's Units, the Investor should satisfy themselves that:

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil penalties and can subject the fiduciary to liability for any resulting losses as well as equitable remedies. In addition, if an investment in the Company’s Units constitutes a prohibited transaction under the Code, the “disqualified person” that engaged in the transaction may be subject to the imposition of excise taxes with respect to the amount invested.

SECURITIES BEING OFFERED

Please refer to the Company Operating Agreement for a complete and definitive description of the rights and obligations of the Members relative to the Company and its Manager. 

The securities being offered are equity interests in Concorde Essential Properties Fund, LLC. The equity interests are in the form of Class B LLC membership interests represented by Class B Units. Class B Units, combined with Class A Units, constitute a total equity interest in the Company of seventy percent (75%) with the remaining thirty percent (25%) of equity interest in the Company vesting to the Class C Member(s). Class B Units, as a class of Company Members, constitute a total equity interest in the Company of thirty-seven and one-half percent (37.5%) if fully issued. Each Class B Unit is offered by Company at one hundred dollars ($100.00) per Class B Unit. The Minimum Investment Amount to become a Class B Member is ten thousand U.S. dollars ($10,000.00) or one hundred (100.0) Class B Units.

By purchasing Class B Units through this Offering, an Investor will become a Class B Member of the Company and will be granted rights as stated below.*

*Please note that the following is a summary of the rights granted to an Investor and is not exhaustive. For a complete description of all rights associated with Membership in the Company, please see Exhibit 3, “Operating Agreement.” All capitalizations in this section are defined in Article I of the Operating Agreement and all references to Sections or Articles relate to the applicable Section or Article in the Operating Agreement.

The Company equity is also represented by thirty thousand (30,000.0) Class A Units which are authorized and subject to issuance pursuant to an exempt offering pursuant to Regulation D. Class A Units will, in aggregate, represent thirty-seven and one-half percent (37.5%) of the equity interests in the Company, if fully issued. Class A Units are not being sold through this Offering. The remaining twenty-five percent (25.0%) of the Company’s equity is represented by twenty thousand (20,000.0) Class C Units which were authorized and issued to an Affiliate, Concorde Palmetto Centre, LLC, at the founding of the Company for $2,000,000.00. Class C Units are not being sold through this Offering.

 
To determine the percentage of ownership in the Company, the LLC membership interests are denominated into Membership Units, with a ratio whereby the number of Class B Units owned by Investor is divided by total number of outstanding Class B Units multiplied by a factor of 0.375.

The business and affairs of the Company shall be managed, operated and controlled by or under the exclusive direction of the Manager. The Manager shall have full and complete power, authority and discretion for, on behalf of and in the name of the Company to take such actions as the Manager may deem necessary or advisable to carry out any and all of the objectives and purposes of the Company, without the consent, approval or knowledge of the Members. All Company investment, operations, managerial and day-to-day activity decisions shall be made by the Manager without the input of any Member.

DISTRIBUTION RIGHTS

Preferred Returns.

The Company shall pay to its Members a Preferred Return of either five percent (5.0%), five and one-half percent (5.5%), or six percent (6.0%), corresponding to Holding Periods of 12 months, 24 months, and 36 months, respectively, as described Article 1 of the Operating Agreement. The Preferred Return shall be calculated per annum based upon each Member’s Unreturned Capital Contribution as calculated as of the last day of the Fiscal Year of the previous Fiscal Year of when the Preferred Return is to be paid.

The Company will pay one fourth (1/4) of the annual Preferred Return within forty-five (45) calendar days from end of every Fiscal Quarter. The Preferred Return is cumulative and non-compounding, meaning the Company will owe any unpaid Preferred Returns, but any unpaid Preferred Returns will not compound at the annualized Preferred Return rate. Notwithstanding anything to the contrary in this Section 11.2, during the first twelve (12) months of operations of the Company (deemed to start at the purchase of the first Property), the Preferred Return will accrue but not be paid. For the avoidance of doubt, the Preferred Return shall begin to accrue starting on the first (1^st) day of the calendar month following the Company’s purchase of its first Property. Additionally, for all other Members whose Unit Issue Date occurs after such period, the accrual of the Preferred Return shall begin on the first (1^st) day of the calender month following the Unit Issue Date.

Distributions of Distributable Cash from Cashflows.

All distributions of Distributable Cash from Cashflows shall be distributed as follows:

(1) first, to the Class A and Class B Members’ Preferred Return until all accumulated but unpaid Preferred Return has been paid;

(2) then seventy-five percent (75%) to the Class A and Class B Members, as a group, pro rata, and twenty-five percent (25%) to the Class C Members.

Distributions to the Class A Members, Class B Members, and Class C Members shall be owed and disbursed concurrently. Distributions under paragraph (2) shall count as a return of Capital Contributions and will be reflected in the Capital Account Balances of the Members.

Disposition Event Distributions. The term Disposition Events shall refer to the sale of one or more of the Company’s properties and subsidiary companies, in part or in full. Distributions of Distributable Cash from Disposition Events, if any, shall be determined and issued in Manager’s sole and unreviewable discretion. The Company shall strive to make distributions on a Fiscal Quarterly basis. All distributions of Distributable Cash from Disposition Events shall be distributed:

(1) first, to the Class A Members’ Preferred Return until all accumulated but unpaid Preferred Return has been paid;

(2) then seventy-five percent (75%) to the Class A Members, pro rata, and twenty-five percent (25%) to the Class C Members. Distributions to the Class A Members and Class C Members shall be owed and disbursed concurrently.

Distributions under paragraph (2) shall count as a return of Capital Contributions and will be reflected in the Capital Account Balances of the Members.

Capital Event Distributions. The term Capital Events shall refer to the refinancing of one or more of the Company’s properties and subsidiary companies, in part or in full. Distributions of Distributable Cash from Capital Events, if any, shall be determined and issued in Manager’s sole and unreviewable discretion. The Company shall strive to make distributions on a Fiscal Quarterly basis. All distributions of Distributable Cash from Capital Events shall be distributed:

(1) first, to the Class A and Class B Members’ Preferred Return until all accumulated but unpaid Preferred Return has been paid;

(2) then seventy-five percent (75%) to the Class A and Class B Members, as a group, pro rata, and twenty-five percent (25%) to the Class C Members.

Distributions under to the Class A Members, Class B Members, and Class C Members shall be owed and disbursed concurrently. Distributions under paragraph (2) shall count as a return of Capital Contributions and will be reflected in the Capital Account Balances of the Members.

VOTING RIGHTS 

Pursuant to the Operating Agreement, to the fullest extent permitted by applicable law, except as expressly provided therein, holders of the Class B Units shall have no right to vote with respect to such Class B Units on any Company matter and do thereby expressly waive any right to vote that can be waived.

LIQUIDATION RIGHTS

Distributions upon liquidation of the Company shall be distributed:

(1) first, to the Class A and Class B Members’ Preferred Return until all accumulated but unpaid Preferred Return has been paid;

(2) then seventy-five percent (75%) to the Class A and Class B Members, as a group, pro rata, and twenty-five percent (25%) to the Class C Members.

NO PREEMPTIVE RIGHTS

Class B Unit Holders have no preemptive rights to Company securities made through future offerings.

NO CONVERSION RIGHTS

Class B Unit Holders have no conversion rights associated with the Class A Units.

REDEMPTION OR WITHDRAWAL PROVISIONS

Redemption. After the Holding Period corresponding to a Member’s Preferred Return, a Class A Member or Class B Member may request between October 1^st and October 31^st that the Company redeem, from said member, a maximum of hundred percent (100%) of the then outstanding Membership Units held by the Member at the time of request (“Redemption”) pursuant to Sections 4.18 through 4.27 of the Operating Agreement. All Redemptions are subject to the Manager’s discretion and may be subject to a processing fee and penalty as a disincentive for prematurely liquidating a Member’s Interest in the Company.

Withdrawal. No Class A Member, Class B Member, or Class C Member may have the right to voluntarily or involuntarily withdraw, resign, or otherwise disassociate (a “Withdrawal” or to “Withdraw”) or receive a return of its Capital Contribution and any unpaid distributions from the Company except on the prior written consent of the Manager, which may be withheld, conditioned or delayed in Manager’s sole discretion. Any Withdrawal for which no consent has been given shall be null, void and of no effect whatsoever. Class C Members have no right to Withdraw.

NO SINKING FUND PROVISIONS

The Operating Agreement provides for no sinking fund provisions for any Class B Units.

NO LIABILITY TO FURTHER CALLS OR TO ASSESSMENT BY THE ISSUER

The Operating Agreement does not provide for further calls or to assessment by the Company.

RESTRICTIONS ON ALIENABILITY AND TRANSFERS

No transfers of all or any portion of a Membership Interest consisting of Class B Units are permitted, either directly or indirectly, by either gift, bequest, mortgage, pledge, or other hypothecation, without the prior written consent of the Manager and admission of the proposed transferee as a Member where said approval and admission may withheld in Manager’s sole and absolute discretion. Further, the proposed transfer of any Class B Units shall also be required to meet the explicit conditions of Article 12 of the Operating Agreement.

LIMITED LIABILITY OF MEMBERS AND MANAGER

Except as expressly set forth in the Operating Agreement or required by law, no Member shall be personally liable for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company. Similarly, except as expressly set forth in the Operating Agreement or required by law, no Manager shall be personally liable for any debt, obligation, or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Manager of the Company.

NO DISCRIMINATION PROVISIONS

There are no provisions discriminating against any existing or prospective holder of Class B Units as a result of such Member owning a substantial amount of Company Class B Units.

Part F/S

Independent Auditor’s Report

To the Shareholder of

Concorde Essential Properties Fund LLC

Opinion

We have audited the accompanying financial statements of Concorde Essential Properties Fund LLC (the “Company”), which comprise the balance sheet as of September 30, 2025, and the related statements of operations, changes in shareholder's deficit, and cash flow for the period from June 2, 2025 (inception) to September 30, 2025 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 the Company as of September 30, 2025, and the related statements of operations, changes in shareholder's deficit, and cash flow for the period from June 2, 2025 (inception) to September 30, 2025, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits 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 the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. 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 the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s 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.

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

Doubt about the Company's Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note C to the financial statements include no assets or equity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management's plans regarding those matters are also described in Note C. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

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.

Coral Springs, Florida

November 1, 2025

The accompanying notes are an integral part of this financial statement.

The accompanying notes are an integral part of this financial statement.

The accompanying notes are an integral part of this financial statement.

The accompanying notes are an integral part of this financial statement.

Concorde Essential Properties Fund, LLC

Notes to Financial Statements

30 September 2025

Note A – Nature of Business and Organization

Nature of Operations

Concorde Essential Properties Fund, LLC was organized as a FL Limited Liability Company on June 2, 2025 to raise capital from accredited and non-accredited investors for the purpose of acquiring and operating grocery- anchored retail centers in the Sunbelt of the United States.

Note B – Significant Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

Financial Instruments

The Company's financial instruments consist primarily of cash and investments. The carrying value of the financial instruments are considered to be representative of their respective fair value.

Revenue Recognition

The Company recognizes revenue on a cash basis upon distributions of proceeds from its investments in cash- generating grocery-anchored retail centers.

Income Taxes

Concorde Essential Properties Fund, LLC, with the consent of its members, has elected to be taxed as a partnership. In lieu of income taxes, the members of partnerships are taxed on their proportionate share of the Company's taxable income, Therefore, no provision or liability for income taxes has been included in the financial statements.

Management has determined that the Company does not have any uncertain tax positions and associated unrecognized benefits that materially impact the financial statements or related disclosures. Since tax matters are subject to some degree of uncertainty, there can be no assurance that the Company's tax returns will not be challenged by the taxing authorities and that the Company will not be subject to additional tax, penalties, and interest as a result of such challenge.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect the application of accounting policies, reported amounts, and disclosures. Actual results could differ from these estimates.

Segment Reporting

We manage the Company as one reportable segment, Tenant Leases. Tenant leases are the source of our revenues. The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Manager’s CEO.

Financial information and annual operating plans and forecasts are prepared and are reviewed by the CODM. CODM assesses performance for the Tenant Leases segment and decides how to allocate resources based on revenue and net income that is reported on the Statements of Operations. The Company’s objective in making resource allocation decisions is to optimize the financial results. The accounting policies of our Tenant Leases segment are the same as those described in the summary of significant accounting policies herein.

Note C – Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The ability of the Company to continue as a going concern is dependent upon future sales and obtaining additional capital and financing. While the Company believes in the viability of its ability to raise additional funds, there can be no assurances to that effect. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Note D – Member’s Capital

Contributions

In accordance with Concorde Essential Properties Fund, LLC, if the Manager of the Company determines that additional funds are required by the Company to meet the Company's operating expenses, the members of the Company have the right, but not the obligation to contribute the additional funds. The additional funds may be provided in the form of member loans, additional capital contributions, or a combination of both to the Company; as determined by the Manager in their sole and absolute discretion.

As of September 30th, 2025, Concorde Essential Properties Fund, LLC has authorized Class A Units of 30,000 and 0 issued and outstanding, Class B Units of 750,000 and 0 issued and outstanding, and Class C Units of 20,000 and 0 issued and outstanding. Concorde Essential Properties Fund, LLC received a total of $0.0 in member contributions during the period September 30, 2025.

Voting Rights

Each Class C Unit shall be entitled to one (1) vote per Class C Unit on each matter to which the Class C Unitholders are entitled to vote under this Agreement, the Act or applicable law. Class A Unitholders and Class B Unitholders shall not have any voting rights with respect to Class A Units and Class B Units except as expressly set forth in this Agreement or as otherwise required by the Act or applicable law.

Profit and Loss Allocation

Allocations of net profits and losses, as determined for each taxable year of the Company, shall be allocated among the members pro rata in proportion to their ownership of the membership interest, as outlined in the Operating Agreement.

Distributions

Distributable cash from operations, as defined in the Operating Agreement, shall be determined at such times and in such amounts by the Manager. Members shall receive distributions at the same time without preference or priority of any single member, and distributed to the members after certain priority payments have been made, as outlined in the Operating Agreement.

Note E - Subsequent Events

Subsequent events have been evaluated through November 1, 2025 which is the date the financial statements were available to be issued.

Exhibit Index

Exhibit 2: Articles of Organization

Exhibit 3: LLC Operating Agreement

Exhibit 4: Form of Subscription Agreement

Exhibit 8: Form of Escrow Agreement

Exhibit 11: Accountant’s Consent

Exhibit 12: Attorney Letter Certifying Legality

Signature Page

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 Pompano Beach, Florida on March 16, 2026.

ISSUER COMPANY LEGAL NAME AND ADDRESS:

Concorde Essential Properties Fund, LLC
1600 S. Federal Highway, Suite #570

Pompano Beach FL 33062 USA

By: Concorde Group Holdings, LLC, Manager

Name: Joseph C. LeBas, Jr.

Title: Chief Executive Officer

Date: March 16, 2026

Location signed: Pompano Beach, Florida

This Offering Statement has been signed by the following principals in the capacities and on the dates indicated:

 /s/ Joseph C. LeBas, Jr.

Joseph C. LeBas, Jr., Chief Executive Officer of the Manager of the Company

Date: March 16, 2026

Location Signed: Pompano Beach, Florida

 /s/ William D. LeBas

William D. LeBas, Chief Operating Officer and acting in the capacity of Chief Financial Officer and chief accounting officer of the Manager of the Company

Date: March 16, 2026

Location Signed: Pompano Beach, Florida

39

Operating Agreement for
Concorde Essential Properties Fund, LLC

A Florida Limited Liability Company

THE INTERESTS REPRESENTED HEREBY (THE "INTERESTS") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

THERE IS NO OBLIGATION ON THE ISSUER TO REGISTER THE INTERESTS UNDER THE SECURITIES ACT. A PURCHASER OF ANY INTEREST MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THE INTERESTS REPRESENTED HEREBY HAVE NOT BEEN REVIEWED OR APPROVED BY THE SECURITIES ADMINISTRATORS OF CERTAIN STATES OR OTHER JURISDICTIONS NOR HAVE THEY BEEN QUALIFIED OR REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF CERTAIN STATES OR OTHER JURISDICTIONS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE QUALIFICATION OR REGISTRATION REQUIREMENTS OF SUCH LAWS. THEREFORE, A PURCHASER OF ANY INTEREST WILL NOT BE ABLE TO RESELL IT UNLESS THE INTEREST IS QUALIFIED OR REGISTERED UNDER THE APPLICABLE STATE SECURITIES LAWS OR LAWS OF OTHER JURISDICTIONS OR UNLESS AN EXEMPTION FROM SUCH QUALIFICATION OR REGISTRATION IS AVAILABLE.

ARTICLE 11 OF THIS AGREEMENT PROVIDES FOR FURTHER RESTRICTIONS ON TRANSFER OF THE INTERESTS. FURTHERMORE, THERE MAY BE RESTRICTIONS ON TRANSFER AS PROVIDED BY THE SUBSCRIPTION AGREEMENT OR THROUGH FEDERAL AND STATE LAW.

THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into effective as of June 2, 2025, by and among Concorde Essential Properties Fund, LLC (the “Company”) and Concorde Group Holdings, LLC, a Florida limited liability company as Manager, and the several Persons whose names and addresses are set forth in substantially the form as Exhibit 1 and incorporated herein by reference, and whose signatures appear herein or by a executing a Subscription Agreement for an Offering of Class A Units or Class B Units, and any other Person who shall hereafter execute this Agreement as a Member of the Company.

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified in this Article 1:

“Act” means the provisions of Florida Statutes Title XXXVI, Chapter 605, also known as the “Florida Revised Limited Liability Company Act” as from time to time in effect in the State of Florida, or any corresponding provision or provisions of any succeeding or successor law of such State. The Act shall govern the rights and obligations of, and the relationships among, the Members except as modified by the provisions of this Agreement.

“Adjustment Year” means: (1) in the case of an adjustment pursuant to the decision of a court, the Company’s taxable year in which the decision becomes final; (2) in the case of an administrative adjustment request, the Company’s taxable year in which the administrative adjustment is made; or (3) in any other case, the Company’s taxable year in which the notice of final Company adjustment is mailed.

“Affiliate” of a Member or Manager means any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Member or Manager, as applicable. The term “control,” as used in the immediately preceding sentence, means with respect to a corporation, limited liability company, limited life company or limited duration company (collectively, “limited liability company”), the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company and, with respect to any individual, partnership, trust, estate, association or other entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.

“Articles of Organization” refers to the Company’s Articles of Organization as filed with the Florida Secretary of State.

“Assignee” means any transferee of a Member’s Interest who has not been admitted as a Member of the Company.

“Bankruptcy” means, with respect to a Member: (i) Member files a voluntary petition for bankruptcy; (ii) such Member is adjudged a bankrupt or insolvent, or has entered against him or it an order for relief, in any bankruptcy or insolvency proceeding; (iii) such Member files a petition or answer seeking for himself or itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; or (iv) such Member files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him or it in any such proceeding.

“Capital Account” means an account established and maintained (in accordance with, and intended to comply with, Income Tax Regulations Section 1.704-1(b)) for each Member pursuant to Article 9 of this Agreement.

“Capital Contributions” means the contributions made, in U.S. Dollars, by the Members to the Company pursuant to Sections 8.1 or 8.4 hereof and, in the case of all the Members, the aggregate of all such Capital Contributions.

“Capital Events” shall refer to the refinancing of one or more of the Company’s properties and subsidiary companies, in part or in full.

“Cash Available for Redemption” means the amount of cash flow that may be set aside or otherwise allocated for the purpose of fulfilling Redemption Requests pursuant to Section 4.18.

“Class A Interests and Members” Class A Members are persons accepted into the Company as owners of Class A Units of LLC Interests (“Class A Units”). The Capital Contribution amount for one Class A Unit shall be set from time to time by action of the Manager in accordance with Article 6 (the “Class A Unit Price”). The minimum Capital Contribution for Class A Units shall be set from time to time by action of the Manager in accordance with Article 6 (the “Class A Minimum Subscription Amount”). There shall be a total of Thirty Thousand (30,000) Class A Units authorized to be issued. The Class A Units shall be entitled to the Preferred Return and their portion of Distributable Cash pursuant to Section 11.1. Class A Members shall be accepted into the Company solely by subscription and approval of the Manager. Each Class A Member agrees to make its Capital Contribution at the time the Member is accepted into the Company by the Manager. The Manager may designate different series of Class A Units. Every Class A Units series shall have the same rights and obligations as all Class A Units as stated throughout this Agreement, however, the Manager may set different a Class A Unit Price between Class A Units of different series.

“Class B Interests and Members” Class B Members are persons accepted into the Company as owners of Class B Units of LLC Interests (“Class B Units”). The Capital Contribution for one Class B Unit shall be set from time to time by action of the Manager in accordance with Article 6 (the “Class B Unit Price”). The minimum Capital Contribution for Class B Units shall be set from time to time by action of the Manager in accordance with Article 6 (the “Class B Minimum Subscription Amount”). There shall be a total of Seven Hundred Fifty Thousand (750,000) Class B Units authorized to be issued. The Class B Units shall be entitled to the Preferred Return and their portion of Distributable Cash pursuant to Section 11.1. Class B Members shall be accepted into the Company solely by subscription and approval of the Manager. Each Class B Member agrees to make its Capital Contribution at the time the Member is accepted into the Company by the Manager. The Manager may designate different series of Class B Units. Every Class B Units series shall have the same rights and obligations as all Class B Units as stated throughout this Agreement, however, the Manager may set different a Class B Unit Price between Class B Units of different series.

“Class C Interests and Members” Class C Members are persons accepted into the Company as owners of Class C Units of LLC Interests (“Class C Units”). The Capital Contribution for one Class C Unit shall be set from time to time by action of the Manager in accordance with Article 6 (the “Class C Unit Price”). The minimum Capital Contribution for Class C Units shall be set from time to time by action of the Manager in accordance with Article 6 (the “Class C Minimum Subscription Amount”). There shall be a total of Twenty Thousand (20,000) Class C Units authorized to be issued. The Class C Units shall be entitled to their portion of Distributable Cash pursuant to Section 11.1. Class C Members shall be accepted into the Company solely by subscription and approval of the Manager. Each Class C Member agrees to make its Capital Contribution at the time the Member is accepted into the Company by the Manager. The Manager may designate different series of Class C Units. Every Class C Units series shall have the same rights and obligations as all Class C Units as stated throughout this Agreement, however, the Manager may set different a Class C Unit Price between Class C Units of different series.

“Code” means the United States Internal Revenue Code of 1986, as amended, or any corresponding provision or provisions of any succeeding law and, to the extent applicable, the Income Tax Regulations.

“Committed Capital” The amount of US Dollars a Member agrees to pay to the Company as their Capital Contribution in exchange for the Class A, Class B, or Class C Membership Interests.

“Company” means Concorde Essential Properties Fund, LLC, a Florida limited liability company.

“Disposition Events” shall refer to the sale of one or more of the Company’s properties and subsidiary companies, in part or in full.

“Distributable Cash From Cash Flows” means, for each Fiscal Year, the GAAP Profits from Company operations (not including Capital Events or Disposition Events) less (only to the extent not yet included in the adjustments made to determine to GAAP Profits for such Fiscal Year) the following to the extent paid, accrued or set aside by the Company: (a) all principal payments on indebtedness of the Company and all other sums paid by the Company to lenders; (b) all capital expenditures of the Company’s business, including but not limited to, any purchase commitments and commitments for any Financing Receivable; (c) such Reserves as the Manager deems reasonably necessary to the proper operation of the Company’s business; (d) Cash Available for Redemption; and, (e) cash reserves set aside for all Mandatory Distributions owed to Members pursuant to Section 11.9.

“Distributable Cash From Capital Events” means, for each Fiscal Year, the GAAP Profits from Capital Events less (only to the extent not yet included in the adjustments made to determine to GAAP Profits for such Fiscal Year) the following to the extent paid, accrued or set aside by the Company: (a) all principal payments on indebtedness of the Company and all other sums paid by the Company to lenders; (b) all capital expenditures of the Company’s business, including but not limited to, any purchase commitments and commitments for any Financing Receivable; (c) such Reserves as the Manager deems reasonably necessary to the proper operation of the Company’s business; (d) Cash Available for Redemption; and, (e) cash reserves set aside for all Mandatory Distributions owed to Members pursuant to Section 11.9.

“Distributable Cash From Disposition Events” means, for each Fiscal Year, the GAAP Profits from Disposition Events less (only to the extent not yet included in the adjustments made to determine to GAAP Profits for such Fiscal Year) the following to the extent paid, accrued or set aside by the Company: (a) all principal payments on indebtedness of the Company and all other sums paid by the Company to lenders; (b) all capital expenditures of the Company’s business, including but not limited to, any purchase commitments and commitments for any Financing Receivable; (c) such Reserves as the Manager deems reasonably necessary to the proper operation of the Company’s business; (d) Cash Available for Redemption; and, (e) cash reserves set aside for all Mandatory Distributions owed to Members pursuant to Section 11.9.

“ERISA” mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ERISA Investor” has the same meaning as “benefit plan investor” as defined in 29 C.F.R. ?2510.3-101(f)(2), as amended. Currently a “benefit plan investor” includes pension plans, profit sharing plans, stock bonus plans, and individual retirement accounts.

“Financing Receivable(s)” refers to the amounts due to the Company (as lender) arising out of any loans and/or notes whose term has not reached maturity and whose principal and/or interest is outstanding and has not been collected by the Company.

“Fiscal Quarter” refers to one of four, three-month periods comprising the Company’s Fiscal Year. The Company’s Fiscal Quarters end on March 31, June 30, September 30, and December 31 of every year.

“Fiscal Year” refers to the completion of the Company’s 12-month accounting period. The Company’s Fiscal Year ends on December 31 of every year.

“Holding Period” means the period of time during which a Member’s Units are not eligible for redemption pursuant to Section 4, beginning on the first (1^st) day of the calendar month following the Unit Issue Date of such Units.

“Income Tax Regulations” means, unless the context clearly indicates otherwise, the regulations in force as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code, and any successor regulations.

“Initial Closing Date” means, for Class A Members only, the date immediately prior to the Company’s first acquisition of a Property.

“Interest” means all of a Member’s ownership interest (within the meaning of the Act) and legal and equitable rights as an owner in the Company, including, without limitation, the Member’s share of the profits and losses of the Company, the right to receive distributions of the Company’s assets, any right to vote and any rights to participate in the management of the Company as provided in the Act and this Agreement.

“Manager” means Concorde Group Holdings, LLC.

“Member” means any Person who holds a (i) Class A Interest, (ii) Class B Interest, or (iii) Class C Interest.

“Percentage Interest” means the allocable interest of each Member in the income, gain, loss, deduction or credit of the Company as set forth in the records of the Company. Percentage Interest includes the entire ownership interest of a Member in the Company at any particular time, including, without limitation, the right of such Member to participate in the Company’s income or losses, Net Cash Flow and any and all rights and benefits to which a Member may be entitled pursuant to this Agreement and under the Act, together with the obligations of such Member to comply with all the terms and provisions of this Agreement and the Act. For matters described throughout this Agreement that call for a vote based on Percentage Interest - Class A, Class B, and Class C Interests have an aggregate combined Percentage Interest of 100%.

“Person” means a natural person or any partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, limited life company, limited duration company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity or any other entity.

“Preferred Return” shall mean the percentage value that accrues on a Member’s Unreturned Capital Contribution pursuant to Section 11, corresponding to the Holding Period listed in the following table:

“Prime Rate” means the rate of interest per annum published in the Wall Street Journal from time to time as the “Wall Street Journal Prime Rate”).

“Reserves” means the reasonable reserves established and maintained from time to time by the Manager, in amounts reasonably considered adequate and sufficient from time to time by the Manager to pay taxes, fees, insurances or other costs and expenses incident to the Company’s business.

“Return Split” refers to the amount of Distributable Cash owed to each Class of Membership Interests as a class.

“Unfunded Committed Capital” means the difference, in United States Dollars, between a Member’s Capital Commitment and the Capital Contributions of the Member as of a specific date.

“Unit” means each of the Class A, Class B, and Class C Units issued, which collectively constitute all of the Interests of the Company. Each individual Unit constitutes a fractional part of the Interest of each Member in the Company representing the relative interest, rights and obligations a Member has with respect to certain economic rights, voting, and other items pertaining to the Company as set forth in this Agreement. Unless otherwise provided herein, references in this Agreement to Units of a Member include all or the portion of such Member’s Interest that is represented by or attributable to, or otherwise relates to, such Units. Whole numbers of Units may be issued by the Company and/or owned by Members and other transferees of Units.

“Unit Issue Date” refers to the date the Class A, Class B, and Class C Units were initially issued and transferred to a Person.

“Unreturned Capital Contributions” shall mean, for purposes of this Agreement, the total amount (in dollars) of all Capital Contributions made by the Members less the aggregate amounts paid to the Members by the Company to pay down the balance of their Capital Contributions.

ARTICLE 2

GENERAL PROVISIONS

Section 2.1 Name. The name of the Company shall be Concorde Essential Properties Fund, LLC, a Florida limited liability company.

Section 2.2 Purpose of the Company. Notwithstanding any contrary provision in this Agreement, the Articles of Organization, or any other governing or organization documents of the Company to the contrary, the following shall govern the nature and principal purpose of the Company (the “Company Business”) and the purposes to be conducted and promoted by the Company (either directly, or indirectly, through one or more Subsidiaries), is to engage in the following activities:

(1) To purchase, acquire, sell, encumber, assign, lease, operate, or otherwise deal with real property (each, a “Property”);

(2) to purchase, own, hold, sell, assign, transfer, operate, manage, pledge and otherwise deal with business personal property; and

(3) to exercise all powers and take all actions necessary, appropriate or convenient to the conduct, promotion or attainment of the Company Business or purposes otherwise set forth herein.

It is understood that the foregoing statement of purposes shall not serve as a limitation on the powers or abilities of this Company, which shall be permitted to engage in any other business activities without a formal amendment to this Agreement.

Section 2.3 Term. This Company shall continue in existence in perpetuity from the date of filing of its Articles of Organization with the Florida Secretary of State, unless earlier dissolved pursuant to the Act or in accordance with this Agreement.

ARTICLE 3

COMPANY OFFICES

Section 3.1 Registered Office. The registered office of the Company in Florida required by the Act shall be as set forth in the Company’s Articles of Organization until such time as the registered office is changed in accordance with the Act.

Section 3.2 Principal Executive Office. The principal executive office for the transaction of the business of the Company shall be fixed by the Manager within or without the State of Florida. The initial principal office address is 1600 S. Federal Highway, Suite 570, Pompano Beach, Florida 33062.

Section 3.3 Other Offices. The Manager may at any time establish other business offices within or without the State of Florida.

ARTICLE 4

MEMBERS; LIMITED LIABILITY OF MEMBERS; CLASSES; INTERESTS OF MEMBERS; CERTIFICATES; VOTING RIGHTS; MEETINGS OF MEMBERS

Section 4.1 Members. Each Person admitted as a Member of the Company pursuant to the Act and this Agreement, shall be a Member of the Company until they cease to be a Member in accordance with the provisions of the Act, the Articles of Organization, or this Agreement. Upon the admission of any new Member, the Company shall update its records to reflect the name, address, Capital Contribution, and date admitted as a Member.

Section 4.2 Limited Liability. Except as expressly set forth in this Agreement or required by law, no Member shall be personally liable for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company.

Section 4.3 Nature of Membership Interest; Agreement Is Binding upon Successors. The Interests of Members in the Company constitute their personal property. No Member has any interest in any specific asset or property of the Company. In the event of the death or legal disability of any Member, the executor, trustee, administrator, guardian, conservator or other legal representative of such Member shall be bound by the provisions of this Agreement. If a Member who is not a natural person is dissolved or terminated, the successor of such Member shall be bound by the provisions of this Agreement.

Section 4.4 Certificates Evidencing Interests. It is not the intention to issue the Members certificates evidencing their Membership Units. However, the Company may issue to every Member of the Company a certificate signed by the Manager specifying the Interest of such Member. If a certificate for registered interests is worn out or lost, it may be renewed on production of the worn-out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a resolution of the Manager.

Section 4.5 Classes of Members. The Company shall have three (3) classes of Members: Class A Members, Class B Members, and Class C Members. Each such class of Members shall have the rights, powers, duties, obligations, preferences and privileges set forth in this Agreement. The names and addresses of the Members shall be maintained by the Company.

4.6 Voting Rights

(A) Except as may otherwise be provided in this Agreement, the Act, or the Articles of Organization, each of the Class A Members and Class B Members hereby waives their right to vote on any matters other than matters that cannot be waived under the Act. Notwithstanding anything contained herein, the Members shall not participate in the day-to-day management of the business of the Company.

(B) Only Class C Members will be entitled to vote on matters stated in Section 4.6(C). Any other matter that may require vote that is waivable under 4.6(A) and not included in 4.6(C) shall be votable on by only Class C Members voting as a group.

(C) The Affirmative vote of 51% of all Class C Membership Interests shall be required to:

(i) approve a sale of or liquidation of substantially all of the assets of the Company;

(ii) amend the Articles of Organization or make substantive or material amendments to this Agreement;

(iii) dissolution of the Company; and,

(iv) election, removal, or replacement the Manager.

(D) Without limiting the preceding provisions, no Person shall be entitled to exercise any voting rights as a Member until such Person (i) has been admitted as a Member, and (ii) has paid the Capital Contribution required hereunder.

Section 4.7 Place of Meetings. All meetings of the Members may be held at any place within the United States designated by the Manager. The meetings may occur in-person, telephonically, or digitally using available technology. The Manager shall have sole discretion as to the manner in which meetings of the Members are carried out.

Section 4.8 Meetings of Members. No annual meeting of the Members shall be required. Notwithstanding the foregoing, a meeting of the Members for the purpose of taking any action permitted to be taken by the Members hereunder may be called by the Manager or by any Class C Member. Upon request in writing that a meeting of Members be called for any proper purpose, the Manager shall cause notice to be given to the Members entitled to vote that a meeting will be held at a time established and set by the Manager. Such notices shall state: (1) the place, date and hour of the meeting; and, (2) those matters which the Manager, at the time of the mailing of the notice, intends to present for action by the Members.

Section 4.9 Quorum. The presence at any meeting in person or by proxy of Members holding not less than a seventy-five percent (75%) of the Percentage Interests of Class C Members shall constitute a quorum for the transaction of business. This section shall not be interpreted to alter the votes required by this Agreement.

Section 4.10 Waiver of Notice. If any notice is required to be given to any Member, a written signed waiver by that Member shall be equivalent to the giving of such notice, regardless of when such waiver was signed.

Section 4.11 Action by Members Without a Meeting. Any action which, under any provision of the Act or the Articles of Organization or this Agreement may be taken at a meeting of the Members, may be taken without a meeting, and without notice. Such action may be taken without a meeting if a written consent of such action, is signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting with all of the voting Members as if the vote were taken during a meeting.

Any Member giving a written consent, or the Member’s proxyholders, or a personal representative of the Member or their respective proxyholders, may revoke the consent by a writing received by the Manager prior to the time that written consents of the number of votes required to authorize the proposed action have been filed with the Manager, but may not do so thereafter. Such revocation is effective upon its receipt by the Manager or, if there shall be no person then holding such office, upon its receipt by any other officer or Manager of the Company.

Section 4.12 Record Date. The Manager shall fix a time in the future as a record date (the “Record Date”) for the determination of the Members entitled to notice of and to vote at any meeting of Members or entitled to give consent to action by the Company in writing without a meeting, to receive any report, to call a Call Amount pursuant to Section 8.5, to receive any dividend or distribution, or any allotment of rights, or to exercise rights with respect to any change, conversion or exchange of interests. The Record Date so fixed shall be not more than sixty (60) days nor less than ten (10) days prior to the date of any meeting, nor more than sixty (60) days prior to any other event for the purposes of which it is fixed. When a Record Date is so fixed, only Members of record at the close of business on that date are entitled to notice of and to vote at any such meeting, to give consent without a meeting, to receive any report, to receive a dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any interests on the books of the Company after the Record Date, except as otherwise provided by statute or in the Articles of Organization or this Agreement.

Section 4.13 Members and Managers May Participate in Other Activities. Each Member and Manager of the Company, either individually or with others, shall have the right to participate in other business ventures of every kind, whether or not such other business ventures compete with the Company. No Member or Manager shall be obligated to offer to the Company or to the other Members any opportunity to participate in any such other business venture. Neither the Company nor the other Members shall have any right to any income or profit derived from any such other business venture of a Member, Manager or Affiliate. A Member or Manager may engage in incidental use of the Company’s computers, communication systems, or internet facilities for other business activities so long as such usage has no material impact upon the Company’s facilities and equipment.

Section 4.14 Members Are Not Agents. The management of the Company is vested in the Manager. The Members shall have no power to participate in the management of the Company except as expressly authorized by the Act, this Agreement or the Articles of Organization. No Member, acting solely in the capacity of a Member, is an agent of the Company nor does any Member, unless expressly and duly authorized in writing to do so by the Manager, have any power or authority to bind or act on behalf of the Company in any way, to pledge its credit, to execute any instrument on its behalf or to render it liable for any purpose. Any attempt to do so is null and void ab initio.

Section 4.15 Transactions of Members with the Company.

Subject to any limitations set forth in this Agreement and with the prior written approval of the Manager, a Member may lend money to and transact other business with the Company, such as providing services for compensation. Subject to other applicable law, such Member has the same rights and obligations with respect thereto as a Person who is not a Member. Any such loan or other transaction shall not be deemed a Capital Contribution under this Agreement unless specifically approved upon, in writing, by the Manager.

Section 4.16 Loans from Members to the Company.

Without limiting Section 4.15, no Member shall be obligated to lend money to the Company. No Member may lend money to the Company without the prior written approval of the Manager. Any loan by a Member to the Company (a “Loan”) with the required approval of the Manager shall be separately entered on the books of the Company as a loan to the Company and not as a Capital Contribution, shall bear interest at such commercially reasonable rate as may be agreed upon by the lending Member and the Manager, and shall be evidenced by a promissory note containing commercially reasonable terms duly executed by the Manager. In the event a Loan is made by a Member and no promissory note (a “Note”) is issued by the Company, then such amount shall be treated as a Loan and bear interest at the rate of the Prime Rate plus two percent (2%) per annum.

Section 4.17 Withdrawal. No Class A Member, Class B Member, or Class C Member may have the right to voluntarily or involuntarily withdraw, resign, or otherwise disassociate (a “Withdrawal” or to “Withdraw”) or receive a return of its Capital Contribution and any unpaid distributions from the Company except on the prior written consent of the Manager, which may be withheld, conditioned or delayed in Manager’s sole discretion. Any Withdrawal for which no consent has been given shall be null, void and of no effect whatsoever. Class C Members have no right to Withdraw.

Section 4.18 Redemptions. After the Holding Period corresponding to a Member’s Preferred Return, a Class A Member or Class B Member may request between October 1^st and October 31^st (“Redemption Window”) that the Company redeem, from said member, a maximum of hundred percent (100%) of the then outstanding Membership Units held by the Member at the time of request (“Redemption”). In the event a Member desires Redemption and qualifies for the same, said Member (“Redeeming Member”) shall submit a written request (“Redemption Request”) to Withdraw and for the Company to redeem said Member’s Units up to maximum of one hundred percent (100%) of the then outstanding Units held by the Member at the time of request. The Redemption Request shall specify the number of Units (“Request Units”) to be redeemed, provided, however, that for the avoidance of doubt, a Member may only request the redemption of Units that have been issued and outstanding for longer than the Holding Period corresponding to a Member’s Preferred Return. The Request Units shall be in a whole number and in no case shall be less than $10,000 worth of the of the Member’s then outstanding Units at the time of the request. The Redemption Request shall be effective on the last day of the Fiscal Year after said Request is actually received by the Company; Redemption Requests will be closed at the end of October 31 of each Fiscal Year and Members must have delivered a completed Redemption Request to the Manager during the corresponding Redemption Window in order to be eligible to participate in a redemption in a given Fiscal Year. Notwithstanding anything contained herein to the contrary, the Company’s ability to meet Redemption Requests is wholly contingent upon the sufficiency and availability of Cash Available for Redemption and shall be subject to Manager’s sole and absolute discretion.

Section 4.19 Redemption Price. To the extent there is sufficient and available Cash Available for Redemption, as determined by the Manager in its sole and absolute discretion, to meet all Redemption Requests timely delivered by Redeeming Members during the Redemption Window for a given Fiscal Year, the Company shall redeem such Request Units from all Redeeming Members for the Redemption Price. The Manager may, at Manager’s sole discretion, allocate the Cash Available for Redemption amongst all Redeeming Members pro rata based on the number of Request Units each Member has requested to be Redeemed. The Manager may fulfill a Redemption Request and pay the Redemption Price in one payment or several payments at the Manager’s sole discretion. The “Redemption Price” shall be the Capital Contributions plus any accrued by unpaid distributions associated with such Request Units, less any Capital Contributions that have been repaid by the Company and less any Redemption Penalty (as defined in Section 4.27). The Redeeming Members shall be entitled to any distribution payable to such Member through the closing date of the Redemption on December 31^st of the Fiscal Year in which the Redemption Request was received.

Section 4.20 Redemption Requests Terms. Closing on the redemption of Request Units may occur electronically no later than the last Business Day of January immediately following the Fiscal Year in which the Redemption Request was received and the Company shall tender cash or other readily available funds to the Redemption Members in payment of the Redemption Price for the Request Units. The Redeeming Member shall promptly execute and deliver any documents of transfer requested by the Company to evidence the Redemption. The Company may assess a reasonable processing fee (the “Processing Fee”) per Redemption Request. The Company may, in its discretion, assess this Processing Fee against the Redemption Price for the Request Units. Notwithstanding Section 11.1, or anything else herein to the contrary, the Redeeming Member shall receive a Preferred Return and distributions (made pursuant to Section 11.1 and 11.2 or otherwise) on Request Units owed for the last full Fiscal Quarter prior to the Fiscal Quarter in which the Company receives the Redemption Request. In the event the Redemption Request for all of the Redeeming Member’s then-owned Interests are Redeemed and paid for by the Company, the Redeeming Member will no longer be a Member of the Company.

4.21 Manager’s Discretion. The Manager has sole and absolute discretion as to:

(A) whether to grant a Redemption Request, in part or in full;

(B) the amount of Cash Available for Redemption;

(C) the timing of the payment to a Redeeming Member, insofar that a Redemption Request payment complies with the timing requirements under this Agreement;

(D) whether to allocate the Cash Available for Redemption amongst one or more Members and/or Redemption Units and

(E) whether to charge a Redemption Penalty, pursuant to Section 4.27.

The Company’s failure to pay the Redemption Price to the Redeeming Member in a timely manner will not give rise to default under the terms of this Agreement. In such a case, the Redemption Request for the un-Redeemed Redemption Units will be deemed to have been denied by the Manager as of the date the Redemption Request was received. In such a case, the Members unpaid, but owed distributions will be owed to Member, however Manager has sole and absolute discretion on the timing and amount of payment of those owed but unpaid distributions.

The Manager shall not be liable to any Member for any action as provided in Section 4.21 (A)-(E).

Section 4.22 Mandatory Redemptions Applicable to ERISA Investors. The Company may issue Units to an ERISA Investor in exchange for Capital Contribution(s) and the Manager may admit such ERISA Investor as a Member subject to the terms hereof; provided, that the Manager shall only accept Capital Contributions from an ERISA Investor and issue Units in exchange thereof (and admit said ERISA Investor as a Member if applicable) if, after said issuance, the Units held by ERISA Investors, collectively, would be less than twenty five percent (25%) of the Units then outstanding. At all times, the number of Units held by ERISA Investors shall be less than twenty-five percent (25%) of all Units then outstanding. For purposes of this calculation, the term “Member” shall include Assignees. This limitation shall be referred to as the “ERISA Investor Restriction.” If as a result of a Member Withdrawal, redemption or otherwise or issuance of additional Units, the Company violates or will violate the ERISA Investor Restriction, the Manager has the right, exercisable in its sole discretion, to cause the Company to redeem outstanding Units that are then held by ERISA Investors, on a pro rata basis, as is or may be necessary to ensure that the Company does not violate the ERISA Investor Restriction. In the event the Manager determines to exercise its rights under this Section 4.22, the Manager shall give each ERISA Investor immediate written notice of said determination, and in such Writing shall advise each ERISA Investor of the number of Units to be redeemed from said Investor, the effective date of such redemption and the Redemption Price to be paid to such Investor. Upon the effective date of such redemption, the Manager shall cause the Company to tender to each ERISA Investor the Redemption Price applicable to said Investor as directed by said Investor. For the avoidance of doubt, no fees shall be assessed by the Company on a redemption occurring pursuant to this Section and no Redemption Penalty shall be deducted from the Redemption Price.

Section 4.23 Company Option to Redeem. If a Class A , Class B, or Class C Member’s Units are Transferred (the “Involuntary Transferred Units”) due to said Member’s death, dissolution, or by any court or other judicial authority, including, but not limited to, Transfers ordered in a Bankruptcy proceeding, divorce, or as a result of garnishment, attachment or execution, the Company has the option, exercisable in its sole and exclusive discretion, to redeem all, but not less than all, of the Involuntary Transferred Units for the price and upon the terms as the Manager may reasonably determine. Within thirty (30) Business Days after the date on which the Company receives written notice of the applicable event, the Company shall provide written notice of its exercise of its option to redeem to the Member, the court and the proposed assignee and/or the successor of the Class A Member, Class B Member, or Class C Member (the “Successor”) as applicable (the “Option Notice”). The redemption price for the Involuntary Transferred Units shall be an amount equal to their Redemption Price less the Processing Fee and less all any and all loss, liability, damages, loss and expenses incurred by the Company as a result of or related to the Transfer. For the avoidance of doubt, no Redemption Penalty shall be deducted from the Redemption Price owed and paid under this Section 4.23. In the event the Company has an offset rights hereunder and exercises the same, then the Company shall notify in writing the Class A Member, the Class B Member, the Class C Member, the court and/or Successor, as applicable, of the amount of offset, with reasonable detail and documentation regarding the same, and shall provide the amount of the Redemption Price as reduced by any offset.

4.24 The closing of the redemption of the Involuntary Transferred Units may occur electronically or as the Manager may determine and shall take place within six (6) months after the Option Notice is sent by the Manager. Notwithstanding anything contained herein to the contrary, the Company is under no obligation to redeem Involuntary Transferred Units and the timing of its payment for Involuntary Transferred Units is wholly contingent upon the sufficiency and availability of Cash Available for Redemption and shall be subject to Manager’s sole and absolute discretion.

4.25 Notwithstanding anything else contained herein to the contrary, the Successor and/or the applicable Member shall merely be an assignee from and after the date of the applicable event causing the Transfer, and such Successor and/or the applicable Member shall thereinafter have no right to exercise rights of a Member hereunder.

4.26 In the event that any Successor and/or the applicable Member (“Defaulting Person”) shall be required to sell its Involuntary Transfer Units hereunder, and in the further event that Defaulting Person is unable to, or for any reason does not, deliver such Involuntary Transfer Units and necessary documentation to the Company and the Manager in accordance with the applicable provisions of this Agreement, then the Company may deposit the applicable Redemption Price for such Involuntary Transfer Units, by certified check, wire, ACH, or direct deposit of cash with the Company's primary bank, as agent or trustee, or in escrow, for such Defaulting Person, to be held by the bank until withdrawn by such Defaulting Person. Upon the deposit of the Redemption Price as provided for herein and upon notice in writing to the Defaulting Person, the Involuntary Transfer Units of such Defaulting Person to be redeemed shall at such time be deemed to have been redeemed by and conveyed to the Company, and such Defaulting Person shall have no further rights thereto, and the Company shall record the redemption in its books and records.

4.27 Redemption Penalty. The Company may, in the Manager’s sole discretion, charge a penalty deducted from the Redemption Price otherwise owed and paid to a Redeeming Member as a disincentive for prematurely liquidating a Member’s Interests in the Company (“Redemption Penalty”). For Redemption Requests submitted in the two (2) years following the expiration of a 12 month Holding Period, the Redemption Penalty shall equal twenty-five percent (25%) of the Member’s Unreturned Capital Contributions (on a per Unit basis). For Redemption Requests submitted in the one (1) year following the expiration of a 24 month Holding Period, the Redemption Penalty shall equal ten percent (10%) of the Member’s Unreturned Capital Contributions (on a per Unit basis).

4.28. Additional Class A Members and Increased Capital Contributions.

From time to time after the date of this Agreement and the Company’s first acquisition of a Property, the Manager may admit one or more new Class A Members (the “Additional Class A Members”) or permit any current Class A Member to increase its Capital Contributions (an “Increasing Class A Member,” and together with an Additional Class A Member, the “Subsequent Class A Members,” and all references to the admission to the Company and the Capital Contribution of a Subsequent Class A Member shall be understood to include the increase in the Capital Contribution and the increased amount of the Capital Contribution, respectively, of an Increasing Class A Member) under the following terms and conditions:

(i)                 execute and deliver to the Company a counterpart of this Agreement, or other written instrument, which sets forth:

B.                 the Capital Contribution of such Subsequent Class A Member (or the increase in the Capital Contribution in the case of an Increasing Class A Member);

C.                 in the case of an Additional Class A Member, the agreement of the Member to be bound by the terms of this Agreement; and

D.                in the case of an Additional Class A Member, Exhibit 1 will be amended to reflect such Additional Class A Member’s name.

(ii)               in the case of each Additional Class A Member, pay, on or before the date of its admission to the Company, by way of contribution to the Company, cash equal to that portion of such Additional Class A Member’s Capital Contribution that it is required to contribute to the Company pursuant to Section 4.28(c).

(iii)             in the case of each Increasing Class A Member, pay by way of contribution to the Company, cash equal to that portion of such Increasing Class A Member’s increase in Capital Contributions that it is required to contribute to the Company pursuant to Section 4.28(c).

(b)             Each Subsequent Class A Member shall (i) be admitted to the Company as of the date on which the counterpart of this Agreement executed and delivered by such Subsequent Class A Member is accepted by the Manager on behalf of the Company (the “Admission Date”) and Exhibit 1 is amended to reflect such admission and (ii) participate in investments in Properties (“Portfolio Investments”) made prior to the Admission Date, if any, to the extent that no binding commitment to dispose of any such Portfolio Investment has been executed prior to such date.

(c)             On or about the date of its admission to the Company, each Subsequent Class A Member shall pay or, with the consent of the Manager, unconditionally agree to pay the following amounts:

(i)                  Each Subsequent Class A Member shall contribute to the Company as its initial Capital Contribution, an amount (a “Subsequent Closing Contribution”) equal to the sum of:

A.                in the case of each Portfolio Investment then held by the Company other than Portfolio Investments where a binding commitment to dispose of such Portfolio Investment prior to such Subsequent Class A Member’s admission to the Company has been executed, the amount that would have previously been contributed by such Subsequent Class A Member had such Subsequent Class A Member been admitted at the Initial Closing Date, less such amount as the Manager determines is necessary to take into account any distributions theretofore made; provided, that the Manager may make such adjustments to the foregoing Subsequent Closing Contribution as it may deem, in its sole discretion, to be equitable and appropriate, in the event there has been a material change or significant event relating to such Portfolio Investment that would justify a change in valuation; and

B.                 the amount that would have previously been contributed by such Subsequent Class A Member with respect to organizational expenses and Company expenses (including the Management Fee) had such Subsequent Class A Member been admitted at the Initial Closing Date, less such amount as is necessary to take into account any amounts theretofore returned.

(ii)                Each Subsequent Class A Member shall also pay to the Company an amount calculated as interest (a “Subsequent Closing Payment”) at a rate equal to eight percent (8%) per annum (compounded annually) on all Capital Contributions described in clauses (A) and (B) of Section 4.28(c)(i) for such Subsequent Class A Member, from the dates on which such Capital Contributions would have been made had the Subsequent Class A Member been admitted at the Initial Closing Date through the date on which the Subsequent Class A Member is admitted to the Company or pays such amounts, whichever is later.

(d)             Subsequent Closing Contributions and Subsequent Closing Payments received by the Company from a Subsequent Class A Member shall be paid and/or distributed by the Company as follows:

(i)                  A Subsequent Closing Contribution made pursuant to clause (A) of Section 4.28(c)(i), or made pursuant to clause (B) of Section 4.28(c)(i) and attributable to the cost of a Portfolio Investment made prior to such Subsequent Class A Member’s admission to the Company, and in either case any Subsequent Closing Payment made in respect thereof, shall be paid to the previously admitted Class A Members in accordance with their respective Percentage Interests for such Portfolio Investment; provided, that the Unfunded Committed Capital of each such previously admitted Class A Member shall be increased by the amount of such Subsequent Closing Contribution paid to such Member.

(ii)                A Subsequent Closing Contribution made pursuant to clause (B) of Section 4.28(c)(i) that is not attributable to the cost of a Portfolio Investment made prior to such Subsequent Class A Member’s admission to the Company, and any Subsequent Closing Payment made in respect thereof, shall be paid to the previously admitted Class A Members in accordance with their respective Capital Contributions; provided, that the Unfunded Committed Capital of each such previously admitted Class A Member shall be increased by the amount of such Subsequent Closing Contribution paid to such Member.

(e)              For purposes of this Agreement and for all accounting and tax reporting purposes, all payments and distributions made pursuant to Section 4.28(d) to previously admitted Members shall be treated, in accordance with Section 707(a) of the Code, as payments made directly from the Subsequent Class A Member to the previously admitted Members and not as items of Company income, gain, loss, deduction, contribution or distribution. Each Subsequent Class A Member shall succeed to the Capital Contributions of the previously admitted Members attributable to the portion of the amount remitted to such previously admitted Members pursuant to Section 4.28(d). The Manager shall appropriately adjust the Members’ Capital Contributions, Unfunded Committed Capital, Percentage Interests, Capital Accounts and any other relevant items to give effect to the intent of the foregoing provisions.

(f)              A Person shall be deemed admitted to the Company as a Subsequent Class A Member at the time that the foregoing conditions are satisfied, and such Person is listed by the Manager as a Member of the Company on Exhibit 1.

ARTICLE 5

MANAGEMENT OF THE COMPANY

Section 5.1 Manager. The business and affairs of the Company shall be managed, and all its powers shall be exercised by or under the direction of the Manager.

Section 5.2 Powers of the Manager. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Manager shall have the following powers and authorities:

(A) To conduct, manage and control the business and affairs of the Company and to make such rules and regulations as the Manager shall deem to be in the best interests of the Company;

(B) to appoint and remove officers, agents and employees of the Company, prescribe their duties and fix their compensation;

(C) to lend money and borrow money and incur indebtedness for the purposes of the Company and to cause to be executed and delivered therefor, in the Company’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, guaranty agreements, hypothecations or other evidence of debt and securities therefor;

(D) to designate an executive and/or other committees to serve at the pleasure of the Manager, and to prescribe the manner in which proceedings of such committees shall be conducted;

(E) to lease, rent, acquire real and personal property, arrange financing and enter into contracts;

(F) to enter into any business arrangement with unaffiliated third parties including entering into joint ventures, partnerships, joint tenancy, merger transactions, and the like;

(G) to make all other arrangements and do all things which are necessary or convenient to the conduct, promotion or attainment of the business, purposes, or activities of the Company;

(H) to create additional classes of Units or series of existing classes of Units, with the approval of a majority of Class C Members.

Section 5.3 Agency Authority of Manager. The Manager, acting alone, is authorized to endorse checks, drafts, and other evidence of indebtedness made payable to the order of the Company.

Section 5.4 Limited Liability. Except as expressly set forth in this Agreement or required by law, no Manager shall be personally liable for any debt, obligation, or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Manager of the Company.

Section 5.5 Standards of Conduct; Modification of Duties.

(A) Notwithstanding any other provision of this Agreement or other applicable law, whenever in this Agreement or any other agreement contemplated hereby or otherwise, the Manager, in its capacity as the manager of Company, is permitted to or required to make a decision, the Manager shall be entitled to consider only such interests and factors as it desires, including its own interests, to give any consideration to any interest of or factors affecting Company or the Members, and shall not be subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby, under the Act or under any other law, rule or regulation.

(B) Except as is provided in Section 5.5(C), the Members acknowledge and agree that the Manager, in managing the Company, does not owe any fiduciary duties to the Members and/or to the Company including: (1) the duty of loyalty and good faith; and, (2) the duty of reasonable care and diligence.

(C) The Manager shall not exercise its duty of loyalty and good faith and duty of reasonable care and diligence in a manner below (1) the standard of willful or intentional misconduct; (2) gross negligence; or (3) knowing violation of the law by the Manager.

(D) The Members hereby waive any right to bring direct or derivative claims for breach of fiduciary duty (duties) that they, as Members, may have against the Manager (1) as Members; or (2) on behalf of the Company, unless such claims violate the standards as stated under Section 5.5(C).

(E) This Section 5.5 is written and agreed to pursuant the Act and applicable Florida law, whether such law is derived from statute, regulation, common law, or in equity.

5.6 Duties of Manager to Creditors. Except as expressly set forth in this Agreement, to the fullest extent permitted by law, the Manager shall not have any duties or liabilities, including fiduciary duties other than the duties of good faith and fair dealing as limited through Section 5.5, to any Member as creditor or any other creditor of Company, and the provisions of this Agreement.

5.7 No Duty of Manager to Members Tax Consequences. The Members expressly acknowledge that the Manager is under no obligation to consider the separate interests of the Members (including, without limitation, the tax consequences to Members) in deciding whether to cause Company to take (or decline to take) any actions, and the Manager shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Members in connection with such decisions.

5.8 Manager’s Protection from Apparent Authority. The Manager shall be protected when acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by Manager to be authorized or genuine and to have been signed or presented by person(s) with proper authority.

5.9 Manager May Consult. The Manager may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, or other consultants and advisers selected by them. Any action taken or not taken by Manager in reliance upon the advice or opinion of such advisors (as to matters that the Manager reasonably believes to be within such Person’s professional or expert competence) shall raise a conclusive presumption that such action or non-action was taken in good faith and in accordance with such advice or opinion.

5.10 Authority to Delegate. The Manager shall have the right, with respect to any of their powers or obligations as provided in this Agreement, to act through any of their duly authorized officers or any duly appointed agent, attorney, or attorneys-in-fact. Each such agent or attorney shall, to the extent provided by the Manager in written the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the Manager as provided in this Agreement.

Section 5.11 Election and Removal of Manager. The initial Manager shall be Concorde Group Holdings, LLC, a Florida limited liability company.

(A) Subsequent Managers shall be elected by (i) the vote of Members holding not less than a fifty-one percent (51%) the Class C Interests at any meeting of the Members, or (ii) by written consent of Members holding not less than a majority of the Class C Interests. Except as otherwise provided by the Act or the Articles of Organization, the Manager shall hold office until dissolution, his or her death, Bankruptcy, mental incompetence, resignation or removal.

(B) The Manager may be removed for Cause upon the vote of a majority of the Percentage Interests of fifty-one percent (51%) of the Class C Members. For purposes of removal of a Manager, “for Cause” shall mean any of the following:

(i) Breach or default (and subsequent failure to cure or commence to cure) by the Manager of any material term or obligation under this Agreement that is not waived in writing by a majority of the Class C Members or cured (or the cure has not commenced) within thirty (30) days of notice of the alleged breach or default;

(ii) The knowing, willful and continued failure of the Manager to materially and substantially perform Manager’s customary duties (other than due to such party’s death or incapacity due to physical or mental illness), the reckless disregard of the performance of Manager, or the willful engaging by the Manager in gross misconduct or negligence which is materially and substantially injurious to the Company, monetarily or otherwise; or

(iii) Knowingly and intentionally making materially false, misleading, or inaccurate statements in connection with the rendering of services as a Manager that results in material and substantial financial damage to the Company.

(C) The proposed removal of any Manager other than based upon this Section 5.11 shall first be subject to written notice setting forth the alleged basis for the removal. Upon receipt of written notice, the recipient Manager shall have up to thirty (30) days to cure (or commence to cure) the alleged basis for removal.

5.12 Resignation, Dissolution, or Death/Disability of Manager. The Manager may resign at any time by giving written notice to the Members without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. The resignation of a manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice; and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective.

From time to time, the Manager may implement a succession plan regarding the management of the Company and disposition of the Manager’s Membership Interests, if any, in the event of the dissolution, death, or disability of the Manager.

Section 5.13 Manager May Engage in Other Activities. The Manager of the Company shall have the right to participate in other business ventures of every kind, whether or not such other business ventures compete with the Company. No Manager shall be obligated to offer to the Company or its Members any opportunity to participate in any such other business venture. The Company shall not have any right to any income or profit derived from any such other business venture of the Manager.

This Section 5.13 applies to the Persons who control the Manager, as well as the Manager. Those Persons are permitted to participate in other business ventures and such Persons shall not be liable to the Company or the Members for participating or spending their time in other business ventures.

Section 5.14 Transactions of the Manager with the Company. The Manager may lend money to and transact other business with the Company. Subject to applicable law, the Manager has the same rights and obligations with respect thereto as a Person who is not a Member or Manager. In the event the Manager transacts with the Company, such transaction shall have commercially reasonable terms for similar transactions in the area in which the transaction took place. Manager may authorize an affiliated or unaffiliated third party to act on behalf of the Company with respect to such a transaction with the Manager. No presumption of breach of fiduciary duties or bad faith shall arise if Manager does not appoint an agent to represent the Company in a transaction with the Manager. If the terms of the transaction are on commercially reasonable terms for similar transactions in the area in which the transaction took place, then it shall be presumed that Manager acted in accordance with their duties and in good faith arising from this Agreement and in law or equity.

Section 5.15 Compensation of Manager and Affiliates.

The Manager and its Affiliates shall be entitled to the following fees:

(A) Fund Management Fee: The Manager will charge an annual “Fund Management Fee” of 2.0% of the equity under management, calculated as either (x) the aggregate Capital Contributions that have not yet been invested in properties or other assets (“Committed Capital”), or (y) the net capital invested in Properties or other assets (“Net Invested Capital”). This fee covers the ongoing asset management services provided by the Manager, including sourcing and evaluating deals, executing business plans, overseeing property managers, and reporting to investors. The Fund Management Fee shall be paid quarterly from the Company assets. During the investment period, the Fund Management Fee will be charged on Committed Capital; thereafter on remaining Net Invested Capital.

(B)  Transaction Fees: The Manager’s affiliated management company will receive one-time transaction fees in connection with transactions in which a Property is acquired or sold by the Company (each, a “Transaction Fee”). The combined Transaction Fees associated with the purchase of the same Property shall be collectively are no more than 2.5% of each Property’s purchase price. The Transaction Fees will include an “Acquisition Fee” of 1.5% of the purchase price of a Property for sourcing, due diligence and closing the Property purchase. If the Manager arranges debt financing, the Manager will receive 1.0% of the purchase price as a “Financing Fee.” To compensate for the effort of marketing and transacting the sale of a real estate asset, the Manager will receive a “Disposition Fee” of 1.5% of the sale price.

(C) Compensation to Affiliates. The Manager may engage and utilize affiliates of the Manager and the Company to perform additional services on behalf of Company such as performing real property due diligence efforts, real property administration, oversight and management of real property development and construction of improvements, and real property management and maintenance. Any affiliate utilized by Manager will be compensated by Manager for any activity performed for the benefit of the Company based upon then current market rates for any services rendered to the Company by the affiliate. The affiliate will also be reimbursed by Manager for the reasonable expenses incurred by the affiliate while performing services for the benefit of the Company.

5.16 Expenses Borne by Manager. The Manager shall be reimbursed by the Company for all operating expenses, fees, or costs incurred on behalf of the Company, including, without limitation, organizational expenses, legal fees, filing fees, accounting fees, costs of reporting to any governmental agencies, insurance premiums, travel, identification of real property, due diligence efforts, underwriting of assets for the Company, costs associated with evaluating any potential real estate-related investments, sales commissions and expenses such as real estate commissions, leasing agent fees, mortgage brokerage fees, costs associated with communication with Members, “broken deal” costs and fees, closing costs related to each real property or real estate-related investment vehicle, consulting fees related to the Company, and any other Company-related costs and expenses. The Manager may subcontract due diligence functions to third parties (e.g. appraisers, inspectors, subcontractors, real estate brokers, etc.) for the benefit of the Company and the costs of which will be Company expenses.

5.17 Representative.

(A) For taxable years beginning after December 31, 2024 (or any earlier year, if the Managers, so elects), the Managers shall designate a Company representative (in such capacity, the “Company Representative”) to act under Section 6223 of the Code as amended by the Bipartisan Budget Act of 2015 (or any successor thereto) (the “2015 Act”) and in any similar capacity under state, local or non-U.S. law, as applicable. The Company Representative may be removed and replaced by the Managers at any time in its sole discretion. Notwithstanding anything else to the contrary in this Agreement, the Company Representative shall apply the provisions of subchapter C of Chapter 63 of the Code, as amended by the 2015 Act (or any successor rules thereto), or similar provisions of state, local or non-U.S. tax law, with respect to any audit, imputed underpayment, other adjustment, or any such decision or action by the Internal Revenue Service (or other tax authority) with respect to the Company or the Members for such taxable years, in the manner determined by the Company Representative with the approval of the Manager.

(B) The Company Representative shall keep the Members informed of any inquiries, audits, other proceedings or tax deficiencies assessed or proposed to be assessed (of which the Company Representative is actually aware) by any taxing authority against the Company or the Members.

(C) So long as the Company satisfies the provisions of Sections 6221(b)(1)(B) through (D) of the Code, the Company Representative, with the approval of the Managers, may cause the Company to make the election set forth in Section 6221(b)(1) of the Code so that the provisions of Subchapter C of Chapter 63 of the Code shall not apply to the Company. If such election is made the Company Representative shall provide the proper notice to each Member in accordance with Section 6221(b)(1)(E).

(D) Provided the election described above is not in effect, in the case of any adjustment by the IRS in the amount of any item of income, gain, loss, deduction, or credit of the Company or any Member’s distributive share thereof (the “IRS Adjustment”), the Company Representative shall respond to such IRS Adjustment in accordance with either Section 5.17(E) or Section 5.17(F).

(E) In accordance with section 6225 of the Code as enacted under the 2015 Act, the Company Representative may cause the Company to pay an imputed underpayment as calculated under section 6225(b) of the Code with respect to the IRS Adjustment, including interest and penalties (the “Imputed Tax Underpayment”) in the Adjustment Year. The Company Representative shall use commercially reasonable efforts to pursue available procedures to reduce any Imputed Tax Underpayment on account of any Member’s tax status. Each Member agrees to amend its U.S. federal income tax return(s) to include (or reduce) its allocable share of the Company’s income (or losses) resulting from an IRS Adjustment and pay any tax due with such return as required under Section 6225(c)(2) of the Code, even if an Imputed Tax Underpayment liability of the Company or IRS Adjustment occurs after the Member’s withdrawal from the Company. The Company Representative may elect at his/its sole discretion to follow and implement the Centralized Partnership Audit Regulations and thereby address any tax issues at the Company level.

(F) Alternatively, the Company Representative may elect under section 6226 of the Code as implemented under the 2015 Act to cause the Company to issue adjusted Internal Revenue Service Schedules “K-1” (or such other form as applicable) reflecting a Member’s shares of any IRS Adjustment for the Adjustment Year.

(G) Each Member does hereby agree to indemnify and hold harmless the Company, Manager and Company Representative from and against any liability with respect to the Member’s proportionate share of any Imputed Tax Underpayment or other IRS Adjustment resulting in liability of the Company, regardless of whether such Member is a Member in the Company in an Adjustment Year, with such proportionate share as reasonably determined by the Managers, including the Managers’ reasonable discretion to consider each Member’s interest in the Company in the Reviewed Year and a Member’s timely provision of information necessary to reduce the amount of Imputed Tax Underpayment set forth in section 6225(c) of the Code. This obligation shall survive a Member’s ceasing to be a Member of the Company and/or the termination, dissolution, liquidation and winding up of the Company.

(H) Each Member does hereby agree to indemnify and hold harmless the Company, the Manager and Company Representative from and against any liability with respect to the Member’s proportionate share of any item of income, gain, loss, deduction, or credit of the Company or any Member’s distributive share thereof reported on an adjusted Internal Revenue Service Schedule K-1 received by the Company with respect to any entity in which the Company holds an ownership interest and which results in liability of the Company, regardless of whether such Member is a Member in the Company in an Adjustment Year, with such proportionate share as reasonably determined by the Managers, including the Manager’s reasonable discretion to consider each Member’s interest in the Company in the Reviewed Year and a Member’s timely provision of information necessary to reduce the amount of Imputed Tax Underpayment set forth in section 6225(c) of the Code. This obligation shall survive a Member’s ceasing to be a Member of the Company and/or the termination, dissolution, liquidation and winding up of the Company.

ARTICLE 6

MEETINGS OF MANAGER

Section 6.1 Place of Meetings. So long as there is only one Manager, no notice of Meetings of the Manager shall be required and the Manager may conduct its business at any place within or without the State of Florida that has been designated from time to time by the Manager.

Section 6.2 Action by Managers Without a Meeting. Any action required or permitted to be taken by the Manager may be taken without a meeting if the Manager shall consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Manager.

ARTICLE 7

OFFICERS

Section 7.1 General. The Manager may determine from time to time to appoint one or more individuals as officers of the Company. An officer need not be a Member or Manager of the Company, and any number of offices may be held by the same person. The Manager shall determine the nature and extent of the duties to be performed by any officer, which shall be reduced to writing. Officers may be designated from time to time by the Manager at Manager’s sole discretion.

Section 7.2 Appointment and Removal. The officers shall be appointed by the Manager. Each officer, including an officer elected to fill a vacancy, shall hold office at the pleasure of the Manager. Any officer may be removed, with or without cause, at any time by the Manager.

Section 7.3 Employment Agreement. Each officer may be required to sign an employment agreement that may delineate the duties, obligations, authorizations, compensation, and covenants that an officer must agree to as a condition precedent appointment. Such an employment agreement may identify itself as confidential. If identified as confidential, Members will not have a right as Members to receive or inspect such an employment agreement. The duties, obligations, authorizations, and covenants arising from such an employment agreement with an officer are independent of this Agreement and may survive appointment of an officer under this Agreement.

ARTICLE 8

CAPITAL CONTRIBUTIONS

Section 8.1 Capital Contributions. Each Member shall make a cash contribution to the Company's capital in the amount shown in the subscription agreement provided to a Member at the time the Membership Interests are purchased. Except as provided in this Agreement, no Member may withdraw his or her Capital Contribution.

Section 8.2 Capital Accounts. The Company shall maintain for each Member a separate Capital Account in accordance with Treasury Regulations section 1.704-1(b). Upon a valid transfer of a Membership Interest in accordance with Article 9 such Member's Capital Account shall carry over to the new owner.

Section 8.3 No Interest. No Member shall be entitled to interest on its Capital Account.

Section 8.4 Additional Capital Contributions.

(A) Pursuant to Section 8.5, only Members with Unfunded Committed Capital shall be obligated to contribute additional capital to the Company in addition to the initial Capital Contribution. No Member shall be permitted or authorized to make any additional Capital Contribution without the prior approval or at the request of the Manager. Additional Capital Contributions may be necessary to accomplish the purposes and objectives of the Company. The Members acknowledge that their Membership Interests may change (including being diluted) from time to time as a result of adding new Members to obtain additional Capital Contributions or from the funding of Capital Calls. With respect to any additional Capital Contribution, the price per Membership Interest shall be the price of the relevant class of Membership Interests at the time the additional Capital Contribution is approved by the Manager, as set by the Manager from time to time.

Such Member or Members making Additional Capital Contributions shall receive a Capital Account credit for each such additional Capital Contribution at the time and in the amount that such Capital Contribution is received by the Company and the related Percentage Interests shall be adjusted accordingly in the records of the Company. This will be the first day of the succeeding month from when the day the Member notified the Manager of Member’s decision to convert their Distribution.

In the event the Member has an obligation under this Agreement or another instrument to make an Additional Capital Contribution, the terms of that agreement will bind the Company and the Member, including any agreements as to the price per Unit.

Section 8.5 Capital Calls.

(A) The Manager may issue a Capital Call at any time for such amounts, in U.S. Dollars, as the Manager may determine in the sole discretion of the Manager. The Capital Call demand amount for any one Capital Call is the “Call Amount”. The Call Amount shall be for a fixed amount and may not exceed the total outstanding Unfunded Committed Capital for all Members.

(B) If there is a difference between the Committed Capital of a Member and the Capital Contribution of that Member as of the date of the Capital Call, such a Member has an obligation owed to the Company to pay some or all of the remainder of the Committed Capital (the “Unfunded Committed Capital”) at the demand of, and in the amounts as stated by the Manager.

(C) The Manager shall demand Unfunded Committed Capital only from those Members who have Unfunded Committed Capital. Each Member with Unfunded Committed Capital is under an obligation to pay their pro rata share of the Call Amount as of the date of the Call Notice. This is calculated by taking the total Call Amount divided by the total Unfunded Committed Capital, multiplied by the Members Unfunded Committed Capital All calculations are based as of the date the Call Notice is sent to Members.

(D) When the Manager issues a Capital Call, the Manager shall provide written notice to each Members who have Unfunded Committed Capital (the “Call Notice”). The Call Notice will contain the Call Amount, a date by which the Members must pay their portion of the Call Amount, and the amount of Unfunded Committed Capital each notified Member owes.

(E) In the event a Member who is under an obligation to pay an Unfunded Committed Capital fails to pay the full amount of their portion of the Call Amount in a timely manner (the “Defaulting Member”), the Manager may decide, at the sole discretion of the Manager, to (1) divest the Defaulting Member of all Class A Membership Interests which the Defaulting Member owns and has a right to own; and, (2) bring the Defaulting Member’s Unfunded Committed Capital balance to zero. The Company shall be the sole person who may bring a claim against a Defaulting Member. The Members acknowledge and agree that they waive any right to bring a claim against a Defaulting Member for the Defaulting Member’s failure to pay their portion of the Call Amount.

(F) A Defaulting Member’s unpaid portion of a Call Amount will not be allocated amongst the other Members who are subject to paying the Call Amount. Such non-Defaulting Members shall not be under a duty to pay any amount not collected by the Company during a call due to the breach of a Defaulting Member.

Section 8.6 No Withdrawal. Except as expressly provided in this Agreement, no Member shall have the right to withdraw from the Company all or any part of his or its Capital Contribution without the consent of the Manager, in compliance with Section 4.17.

Section 8.7 Receipt of Capital Contribution upon Dissolution. No Member shall receive any part of his or its Capital Contribution upon the dissolution of the Company until:

(A) all liabilities of the Company, except liabilities to Members on account of their Capital Contributions, have been paid or there remains property of the Company sufficient to pay them; or,

(B) the Articles of Organization or this Agreement is canceled or so amended as to permit the withdrawal or reduction of Capital Contributions by Members.

Section 8.8 Cash Only. A Member, irrespective of the nature of his or its Capital Contribution, shall only have the right to demand and receive cash in return for his or its Capital Contribution.

Section 8.8 Preemptive Rights. If at any time that Company offers to sell to non-Members, through a legal offering of securities, Membership Interests in the Company of any class, whether now existing or not, the Company shall first deliver a written notice to each of its Class C Members of its intention to sell such Membership Interests (a “Notice of Intention to Sell”) to non-Members, detailing the purchase price and any other terms of the proposed sale of offered Membership Interests (the “Terms of Investment”). Upon receipt of the Notice of Intention to Sell, each Class C Member shall have a preemptive right with respect to all non-Members (a “Preemptive Right”) to increase the absolute value of his, her or its then-current investment in the Company by investing in the number of Membership interests to be being offered by the Company represented by the product of: (i) his, her or its then current Percentage Interests in the Company, multiplied by (ii) the total number of Membership Interests that the Company proposes to sell during offering. A Class C Member's exercise of his, her or its Preemptive Right shall be made by written notice delivered to the Company (an “Acceptance Notice”) within 30 days after receipt by such Member of the Notice of Intention to Sell (the “Acceptance Period”).

ARTICLE 9

CAPITAL ACCOUNTS

Section 9.1 A single Capital Account shall be established and maintained for each Member (regardless of the class of Interests owned by such Member and regardless of the time or manner in which such Interests were acquired) in accordance with the capital accounting rules of Section 704(b) of the Code, and the regulations thereunder (including without limitation Section 1.704-1(b)(2)(iv) of the Income Tax Regulations). In general, under such rules, a Member's Capital Account shall be:

(A) increased by: (i) the amount of money contributed pursuant to Article 8 by the Member to the Company (including the amount of any Company liabilities that are assumed by such Member other than in connection with distribution of Company property); and, (ii) allocations to the Member of Company income and gain (or item thereof), including income and gain exempt from tax; and

(B) decreased by (i) the amount of money distributed to the Member by the Company (including the amount of such Member’s individual liabilities that are assumed by the Company other than in connection with contribution of property to the Company), (ii) allocations to the Member of expenditures of the Company not deductible in computing its taxable income and not properly chargeable to capital account, and (iii) allocations to the Member of Company loss and deduction (or item thereof).

Section 9.2 Where Section 704(c) of the Code applies to Company property or where Company property is revalued pursuant to paragraph (b)(2)(iv)(t) of Section 1.704-1 of the Income Tax Regulations, each Member’s Capital Account shall be adjusted in accordance with paragraph (b)(2)(iv)(g) of Section 1.704-1 of the Income Tax Regulations as to allocations to the Members of depreciation, depletion, amortization, and gain or loss, as computed for book purposes with respect to such property.

Section 9.3 The Members shall direct the Company’s accountants to make all necessary adjustments in each Member’s Capital Account as required by the capital accounting rules of Section 704(b) of the Code and the regulations thereunder. Ten or more Members, acting collectively, shall notify the Manager of any non-de minimus adjustments such Members believe that the Members’ Capital Accounts require. The Company may cure any discrepancies after an analysis at the Manager’s sole discretion. After analysis of the Members’ Capital Accounts, if there is a dispute, the Company and the Members shall make a good faith effort to resolve the issue. If such cannot be resolved, the Company shall hire an independent Certified Public Accountant (“CPA”) to make a determination. The Company and the Member(s) agree to be bound by the independent CPA’s determination.

ARTICLE 10

ALLOCATION OF PROFITS AND LOSSES; TAX AND ACCOUNTING MATTERS

Section 10.1 Allocations. Each Member’s distributive share of income, gain, loss, deduction or credit (or items thereof) of the Company as shown on the annual federal income tax return prepared by the Company’s accountants or as finally determined by the United States Internal Revenue Service or the courts, and as modified by the capital accounting rules of Section 704(b) of the Code and the Income Tax Regulations thereunder shall be determined as follows:

10.1(A) Allocations. Except as otherwise provided in this Section 10.1:

(i) items of income, gain, loss, deduction or credit (or items thereof) shall be allocated among the Members in proportion to their Percentage Interests, if any, except that items of loss or deduction allocated to any Member pursuant to this Section with respect to any taxable year shall not exceed the maximum amount of such items that can be so allocated without causing such Member to have a deficit balance in his or its Capital Account at the end of such year, computed in accordance with the rules of paragraph (b)(2)(ii)(d) of Section 1.704-1 of the Income Tax Regulations. Any such items of loss or deduction in excess of the limitation set forth in the preceding sentence shall be allocated as follows and in the following order of priority:

(a) first, to those Members who would not be subject to such limitation, in proportion to their Percentage Interests, and

(b) second, any remaining amount to the Members in the manner required by the Code and Income Tax Regulations.

(ii) Subject to the provisions of Article 8 of this Agreement, the items specified in this Section 10.1 shall be allocated to the Members as necessary to eliminate any deficit Capital Account balances.

10.1(B) Allocations With Respect to Property. Solely for tax purposes, in determining each Member's allocable share of the taxable income or loss of the Company, depreciation, depletion, amortization and gain or loss with respect to any contributed property, or with respect to revalued property where the Company’s property is revalued pursuant to paragraph (b)(2)(iv)(f) of Section 1.704-1 of the Income Tax Regulations, shall be allocated to the Members in the manner (as to revaluations, in the same manner as) provided in Section 704(c) of the Code. The allocation shall take into account, to the full extent required or permitted by the Code, the difference between the adjusted basis of the property to the Member contributing it (or, with respect to property which has been revalued, the adjusted basis of the property to the Company) and the fair market value of the property determined by the Members at the time of its contribution or revaluation, as the case may be.

10.1(C) Minimum Gain Chargeback. Notwithstanding anything to the contrary in this Section 10.1, if there is a net decrease in Company Minimum Gain or Company Nonrecourse Debt Minimum Gain (as such terms are defined in Sections 1.704-2(b) and 1.704-2(i)(2) of the Income Tax Regulations, but substituting the term “Company” for the term “Partnership” as the context requires) during a Company taxable year, then each Member shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in the manner provided in Section 1.704-2 of the Income Tax Regulations. This provision is intended to be a “minimum gain chargeback” within the meaning of Sections 1.704-2(f) and 1.704-2(i)(4) of the Income Tax Regulations and shall be interpreted and implemented as therein provided.

10.1(D) Qualified Income Offset. Subject to the provisions of Section 10.1(C), but otherwise notwithstanding anything to the contrary in this Section 10.1, if any Member’s Capital Account has a deficit balance in excess of such Member’s obligation to restore his or its Capital Account balance, computed in accordance with the rules of paragraph (b)(2)(ii)(d) of Section 1.704-1 of the Income Tax Regulations, then sufficient amounts of income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year) shall be allocated to such Member in an amount and manner sufficient to eliminate such deficit as quickly as possible. This provision is intended to be a “qualified income offset” within the meaning of Section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations and shall be interpreted and implemented as therein provided.

10.1(E) Depreciation Recapture. Subject to the provisions of Section 704(c) of the Code and Sections 8.2 – 8.4 of this Agreement, gain recognized (or deemed recognized under the provisions hereof) upon the sale or other disposition of Company property, which is subject to depreciation recapture, shall be allocated to the Member who was entitled to deduct such depreciation.

10.1(F) Loans. If and to the extent any Member is deemed to recognize income as a result of any loans pursuant to the rules of Sections 1272, 1273, 1274, 7872 or 482 of the Code, or any similar provision now or hereafter in effect, any corresponding resulting deduction of the Company shall be allocated to the Member who is charged with the income. Subject to the provisions of Section 704(c) of the Code and Sections 10.1.(B) – 10.1(D) of this Agreement, if and to the extent the Company is deemed to recognize income as a result of any loans pursuant to the rules of Sections 1272, 1273, 1274, 7872 or 482 of the Code, or any similar provision now or hereafter in effect, such income shall be allocated to the Member who is entitled to any corresponding resulting deduction.

10.1(G) Tax Credits. Tax credits shall generally be allocated according to Section 1.704-1(b)(4)(ii) of the Income Tax Regulations or as otherwise provided by law. Investment tax credits with respect to any Company property shall be allocated to the Members pro rata in accordance with the manner in which Company profits are allocated to the Members under Section 10.1(A) of this Agreement, as of the time such property is placed in service. Recapture of any investment tax credit required by Section 47 of the Code shall be allocated to the Members in the same proportion in which such investment tax credit was allocated.

10.1(H) Change of Pro Rata Interests. Except as provided in Sections 10.1(F) and 10.1(G) of this Agreement or as otherwise required by law, if the proportionate interests of the Members of the Company are changed during any taxable year, all items to be allocated to the Members for such entire taxable year shall be prorated on the basis of the portion of such taxable year which precedes each such change and the portion of such taxable year on and after each such change according to the number of days in each such portion, and the items so allocated for each such portion shall be allocated to the Members in the manner in which such items are allocated as provided in Section 10.1(A) during each such portion of the taxable year in question.

10.1(J) Effect of Special Allocations on Subsequent Allocations. Any special allocation of income or gain pursuant to Sections 10.1(C) or 10.1(D) hereof shall be taken into account in computing subsequent allocations of income and gain pursuant to this Section 10.1 so that the net amount of all such allocations to each Member shall, to the extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of this Section 10.1 if such special allocations of income or gain under Section 10.1(C) or 10.1(D) had not occurred.

10.1(K) Nonrecourse and Recourse Debt. Items of deduction and loss attributable to Member nonrecourse debt within the meaning of Section 1.7042(b)(4) of the Income Tax Regulations shall be allocated to the Members bearing the economic risk of loss with respect to such debt in accordance with Section 1704-2(i)(l) of the Income Tax Regulations. Items of deduction and loss attributable to recourse liabilities of the Company, within the meaning of Section 1.752-2 of the Income Tax Regulations, shall be allocated among the Members in accordance with the ratio in which the Members share the economic risk of loss for such liabilities.

10.1(L) State and Local Items. Items of income, gain, loss, deduction, credit and tax preference for state and local income tax purposes shall be allocated to and among the Members in a manner consistent with the allocation of such items for federal income tax purposes in accordance with the foregoing provisions of this Section 10.1.

10.1(M) Depreciation. Notwithstanding anything to the contrary in this Section 10.1, the Manager may, to the fullest extent permitted by applicable law, allocate depreciation among the Members in the Manager's sole discretion, so long as allocation of depreciation among the Members is equalized, in accordance with their respective Percentage Interests, prior to the Company making liquidating distributions.

Section 10.2 Accounting Matters. The Managers shall cause to be maintained complete books and records accurately reflecting the accounts, business and transactions of the Company on a calendar-year basis and using such cash, accrual, or hybrid method of accounting as in the judgment of the Management Committee or the Members, as the case may be, is most appropriate; provided, however, that books and records with respect to the Company’s Capital Accounts and allocations of income, gain, loss, deduction or credit (or item thereof) shall be kept under U.S. federal income tax accounting principles as applied to partnerships. For the avoidance of doubt, all costs incurred by the Manager associated with this Section 10.2 shall be paid by the Company.

Section 10.3 Tax Status and Returns. Any provision the contrary notwithstanding, solely for United States federal income tax purposes, each of the Members hereby recognizes that the Company may be subject to the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes of the Company or expand the obligations or liabilities of the Members.

Section 10.4 Manager shall File Tax Returns. The Manager shall prepare or cause to be prepared all tax returns and statements, if any, that must be filed on behalf of the Company with any taxing authority and shall make timely filing thereof. The Manager shall exercise commercially reasonable efforts, to prepare or cause to be prepared and delivered to each Member within ninety (90) days after the end of each calendar year a report setting forth in reasonable detail the information with respect to the Company during such calendar year reasonably required to enable each Member to prepare his or its federal, state and local income tax returns in accordance with applicable law then prevailing. Nonetheless, neither the Manager nor the Company shall be liable to any Member for failing to complete and deliver such tax information within said ninety (90) days and each Member acknowledges that they may have to file for an extension of time to file their personal tax returns.

ARTICLE 11

DISTRIBUTIONS

Section 11.1 Distributions of Distributable Cash.

(A) Distributions of Distributable Cash from Cashflows, if any, shall be determined and issued in Manager’s sole and unreviewable discretion. The Company shall strive to make distributions on a Fiscal Quarterly basis.

All distributions of Distributable Cash from Cashflows shall be distributed as follows:

(1) first, to the Class A and Class B Members’ Preferred Return until all accumulated but unpaid Preferred Return has been paid;

(2) then seventy-five percent (75%) to the Class A and Class B Members, as a group, pro rata, and twenty-five percent (25%) to the Class C Members. Distributions under 11.1(A) to the Class A Members, Class B Members, and Class C Members shall be owed and disbursed concurrently. Distributions under 11.1(A)(2) shall count as a return of Capital Contributions and will be reflected in the Capital Account Balances of the Members.

(B) Distributions of Distributable Cash from Capital Events, if any, shall be determined and issued in Manager’s sole and unreviewable discretion. The Company shall strive to make distributions on a Fiscal Quarterly basis. All distributions of Distributable Cash from Capital Events shall be distributed:

(1) first, to the Class A and Class B Members’ Preferred Return until all accumulated but unpaid Preferred Return has been paid;

(2) then seventy-five percent (75%) to the Class A and Class B Members, as a group, pro rata, and twenty-five percent (25%) to the Class C Members. Distributions under 11.1(B) to the Class A Members, Class B Members, and Class C Members shall be owed and disbursed concurrently. Distributions under 11.1(B)(2) shall count as a return of Capital Contributions and will be reflected in the Capital Account Balances of the Members.

(C) Distributions of Distributable Cash from Disposition Events, if any, shall be determined and issued in Manager’s sole and unreviewable discretion. The Company shall strive to make distributions on a Fiscal Quarterly basis. All distributions of Distributable Cash from Disposition Events shall be distributed:

(1) first, to the Class A Members’ Preferred Return until all accumulated but unpaid Preferred Return has been paid;

(2) then seventy-five percent (75%) to the Class A Members, pro rata, and twenty-five percent (25%) to the Class C Members. Distributions under 11.1(C) to the Class A Members and Class C Members shall be owed and disbursed concurrently. Distributions under 11.1(C)(2) shall count as a return of Capital Contributions and will be reflected in the Capital Account Balances of the Members.

Section 11.2 Preferred Returns.

The Company shall pay to its Members a Preferred Return of either five percent (5.0%), five and one-half percent (5.5%), or six percent (6.0%), corresponding to Holding Periods of 12 months, 24 months, and 36 months, respectively, as described Article 1. The Preferred Return shall be calculated per annum based upon each Member’s Unreturned Capital Contribution as calculated as of the last day of the Fiscal Year of the previous Fiscal Year of when the Preferred Return is to be paid.

The Company will pay one fourth (1/4) of the annual Preferred Return within forty-five (45) calendar days from end of every Fiscal Quarter. The Preferred Return is cumulative and non-compounding, meaning the Company will owe any unpaid Preferred Returns, but any unpaid Preferred Returns will not compound at the annualized Preferred Return rate. Notwithstanding anything to the contrary in this Section 11.2, during the first twelve (12) months of operations of the Company (deemed to start at the purchase of the first Property), the Preferred Return will accrue but not be paid. For the avoidance of doubt, the accrual of the Preferred Return shall begin on first (1^st) day of the calendar month following the purchase of the first Property. Additionally, for all other Members whose Unit Issue Date occurs after such period, the accrual of the Preferred Return shall begin on the first (1^st) day of the calendar month following the Unit Issue Date.

Section 11.2.5 Distribution upon Liquidation. Distributions upon liquidation of the Company shall be distributed:

(1) first, to the Class A and Class B Members’ Preferred Return until all accumulated but unpaid Preferred Return has been paid;

(2) then seventy-five percent (75%) to the Class A and Class B Members, as a group, pro rata, and twenty-five percent (25%) to the Class C Members.

Section 11.3. Form of Distributions.

(A) No Member, regardless of the nature of the Member’s Capital Contribution, has any right to demand and receive any distribution from the Company in any form other than money. No Member may be compelled to accept a distribution of any asset in kind.

(B) Without limiting the generality of Section 11.3(A), the Manager may, with the consent of the Member receiving the distribution, distribute specific property or assets of the Company to one or more Members.

Section 11.4. Restriction on Distributions. No distribution shall be made if, after giving effect to the distribution the Company would not be able to pay its debts as they become due in the usual course of business.

Section 11.5 Basis of Manager Discretion. The Manager may base a determination that a distribution is not prohibited on any of the following:

(A) financial statements prepared based on accounting practices and principles that are reasonable in the circumstances;

(B) A fair valuation; or

(C) Any other method that is reasonable in the circumstances.

The effect of a distribution is to be measured as of the date the distribution is authorized if the payment is to occur within thirty (30) days after the date of authorization, or the date payment is made if it is to occur more than thirty (30) days after the date of authorization.

Section 11.6 Return of Distributions. Members and Assignees who receive distributions made in violation of the Act or this Agreement shall return such distributions to the Company. Except for those distributions made in violation of the Act or this Agreement, no Member or Assignee shall be obligated to return any distribution to the Company or pay the amount of any distribution for the account of the Company or to any creditor of the Company. The amount of any distribution returned to the Company by a Member or Assignee or paid by a Member or Assignee for the account of the Company or to a creditor of the Company shall be added to the account or accounts from which it was subtracted when it was distributed to the Member or Assignee.

Section 11.7 Withholding from Distributions. To the extent the Company is required by law to withhold or to make tax or other payments on behalf of or with respect to any Member, the Company may withhold such amounts from any distribution and make such payments as so required. For purposes of this Agreement, any such payments or withholdings shall be treated as a distribution to the Member on behalf of whom the withholding or payment was made.

Section 11.8 754 Election. In the event of a distribution of property to a Member, the death of an individual Member or a transfer of any interest in the Company permitted under the Act or this Agreement, the Company may, in the discretion of the Manager upon the written request of the transferor or transferee, file a timely election under Section 754 of the Code and the Income Tax Regulations thereunder to adjust the basis of the Company’s assets under Section 734(b) or 743(b) of the Code and a corresponding election under the applicable provisions of state and local law, and the person making such request shall pay all costs incurred by the Company in connection therewith, including reasonable attorneys’ and accountants’ fees.

Section 11.9 Minimum Distributions. If and to the extent that the Company is earning income which will result in the Members being subject to income tax on their distributive share of the Company's income, minimum distributions shall be made to the Members in such amounts and at such times (but in no event later than March 31 each year) as shall be sufficient to enable the Members to meet United States income tax liability arising or incurred as a result of their participation in the Company. For the purposes of such distributions, it shall be assumed that the Members are taxable at combined U.S. federal individual, state and local rates of forty percent (40%) on ordinary income and at a twenty percent (20%) rate on Net Capital Gains. Any such distribution shall be made on a nondiscriminatory basis to all Members pro rata in accordance with their respective Percentage Interests. It is specifically recognized that in making a forty percent (40%) assumption regarding tax distributions on ordinary income and twenty percent (20%) on Net Capital Gains, some Members may receive a distribution that is in excess of their actual tax liabilities, and some Members may receive a distribution that is less.

ARTICLE 12

TRANSFER OF INTERESTS; ADMISSION OF MEMBERS

Section 12.1 Transfer of Interests.

(A) Right of First Refusal. If any Class A or Class B Member receives a bona fide written offer from a third party (“Transferee”) to purchase all or any part of the Interests then owned by the such Member (“Proposed Transfer”), which offer the Class A or Class B Member desires to accept, such Member (the “Offering Member”) shall, within five (5) days after receipt of the offer, notify the Manager in writing of the offer stating in such notice (the “ROFR Notice”) the details of the offer, including (i) the name and address of the Offering Member and the proposed Transferee, (ii) the purchase price offered by the proposed Transferee, and (iii) the terms and method of payment. A copy of the offer shall be attached to the ROFR Notice. The Class C Members shall have the first option to purchase all or a portion of the Offered Interest (“ROFR”). The ROFR Notice shall constitute an offer by the Offering Member to sell the Interest subject to the Transferee offer (the “Offered Interest”) to the Class C Members at the same price and upon the same terms as set forth in the ROFR Notice, which offer shall be irrevocable for thirty (30) days from the date the ROFR Notice is delivered to the Manager. To exercise its ROFR, a Class C Member must deliver an acceptance Notice to the Offering Member and the Manager within thirty (30) days from the ROFR Notice date. The Offered Interest may be purchased by the Class C Members in such proportion as the Class A Members may agree among themselves or, in the absence of an agreement, in the same proportion in which the Class C Interests owned by each of them bears to all of the issued and outstanding Class C Interests excluding the Class C Interests offered for sale.

(C) If the Class C Members do not elect to purchase all of the Offered Interest within the time periods specified, then the Offering Member may only Transfer the remainder of the Offered Interest to the proposed Transferee with the prior written consent of the Manager, which may be granted in the sole discretion of such holders. The Company shall not give effect on its books to any Transfer or purported Transfer of an Interest held or owned by the Offering Member to any person unless each and all of the conditions hereof affecting such Transfer shall have been satisfied.

The closing of any acquisition of any Interests hereunder shall be held at the principal office of the Company. The purchasers shall designate a closing date and time as may be agreed upon by the Offering Member. In the event a Class C Member purchases the Class A Membership Interests or Class B Membership Interests pursuant to this Section 12.1, the acquired Membership Interests will remain in their respective Class and will not convert to Class C Membership Interests.

This Section 12.1 and the rights conferred hereunder shall not apply (a) in any merger, acquisition, sale of voting control or sale of substantially all of the Company’s assets; or (b) to any Redemption, Withdrawal, or Involuntary Transfer under Article 4.

(D) Any transferee of a Class A or Class B Member’s Interest who fails to comply with Section 12.1(A) shall have no right to vote or otherwise participate in the business and affairs of the Company or to become a Member; provided, however, that if the transferee is already a Member, then such transferee Member shall only be entitled to vote the Interest which the Member held prior to the transfer.

(E) Any transferee of a Class A or Class B Member’s Interest who fails to comply with Section 12.1(A) shall only be entitled to receive the share of profits or other compensation by way of income and the return of Capital Contributions, if any, to which the transferring Member would otherwise be entitled.

(F) Subject to the restrictions set forth in this Section 12.1, certificates evidencing interests in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee satisfactory in form and substance to the Company. If there are no certificates, the Company will maintain a record of the transfer.

Section 12.2 Conditions of Transfer. No person shall be admitted as a Class A, Class B, or Class C Member of the Company by assignment or sale of a Membership Interest unless the Manager shall have approved the admission of such Person as a new Member in writing; such approval may withheld, conditioned or delayed in Manager’s sole and absolute discretion.

No person shall be admitted to the Company as a new Member contributing new capital without the approval of the Manager. Manager approval under this section shall be presumed if the new Member is admitted through a securities offering, and the Member and Manager follow the securities offering’s subscription procedures.

Upon the admission of a new Member contributing new capital in accordance with the Act and this Agreement, at the discretion of the Manager, there may be a special closing of the books solely for the purpose of determining the value of the Company’s assets on such date by whatever method the Manager, in their sole and absolute discretion, consider reasonable, and the Capital Accounts of the existing Members may be adjusted based upon their Percentage Interests in the determined asset value. The new Member shall pay in their Capital Contribution, the Company shall establish a Capital Account which shall be credited with the Capital Contribution of the new Member.

Section 12.3 Payment of Purchase Price. The payment of the purchase price for any Unit shall be in cash.

Section 12.4 Restrictions on Transfer of the Membership Interests By Law. If there are restrictions imposed by federal or state law on the Voluntary or Involuntary Transfer of the Membership Interests, the Members agree that they will refrain from engaging in such a transfer until the restriction(s) by law is lifted or no longer applies. Any such transfer while there is a restriction imposed by law will be void ab initio. It is the duty of the Member, not the Manager, to ensure there are no restrictions on transfer imposed by law. The Member waives any claims and indemnifies the Manager against Member’s claims or the purported transferee, derived from a void transfer transaction. Manager’s approval in writing pursuant to Section 12.2 has no effect on this Section 12.4’s waiver and indemnification.

Section 12.5 Sales on Alternative Trading Systems or other Exchanges. To the extent a sale or Transfer of Interests to a third-party is otherwise permitted under this Agreement and under applicable state or federal law, a Member may offer and sell such Interests on an Alternative Trading System (“ATS”) or other exchange, including a blockchain-based ATS, to the extent such Interests are listed and permitted to be traded on such an exchange, provided however that the Company makes no commitment or guarantee that such a listing shall ever occur.

ARTICLE 13

ACCOUNTING, RECORDS, REPORTING TO AND BY MEMBERS

Section 13.1 Books and Records. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods followed for United States federal income tax purposes. The books and records of the Company shall reflect all the Company’s transactions and shall be appropriate and adequate for the Company’s business. The Company shall maintain all of the following:

(A) A current list of the full name and last known business or residence address of each Member and Assignee, together with the Capital Contributions, Capital Accounts, and Percentage Interests of each Member or Assignee;

(B) A copy of the Articles of Organization and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which the Articles of Organization or any amendments thereto have been executed;

(C) Copies of the Company’s U.S. federal, state and local income tax or information returns and reports, if any, and any tax returns or reports filed by or on behalf of the Company in any other jurisdiction;

(D) A copy of this Agreement and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed;

(E) Copies of the financial statements of the Company and Copies of all Company contracts;

(F) The accounting records of the Company, including, without limitation, checks, cancelled checks, bank statements, ledgers, invoices and similar records.

Section 13.2 Delivery to Members for Inspection. Upon the request of any Member for purposes reasonably related to the interest of that Person as a Member, the Manager shall promptly deliver to the requesting Member, at the expense of the requesting Member, a copy of the information required to be maintained under Sections 13.1(A), 13.1(B), and 13.1(D) and a copy of this Agreement. Any inspection or copying by a Member under this Article 13 may be made by that Person or that Person’s attorney.

Section 13.3 Right to Inspect. Each Member and Manager has the right, upon reasonable request for purposes reasonably related to the interest of the Person as Member or Manager, to:

(A) inspect and copy during normal business hours any of the Company records described in Sections 13.1(A), 13.1(B), and 13.1(D) of this Agreement; and,

(B) obtain from the Manager, promptly after their becoming available, a copy of the Company's U.S. federal, state and local income tax or information returns and reports and any tax returns and reports filed in any other jurisdiction for each fiscal year of the Company.

Section 13.4 Preparation of Financial Reports. The Manager shall be responsible for the preparation of financial reports of the Company and for the coordination of financial matters of the Company with the Company's accountants. Annual compiled financial statements shall be prepared that include a statement showing any item of income, gain, deduction, credit or loss allocable for U.S. federal income tax purposes pursuant to the terms of this Agreement.

Section 13.5 Filings. The Manager, at the Company’s expense, shall cause the income tax returns for the Company to be prepared and timely filed with the appropriate authorities. The Manager, at the Company’s expense, shall also cause to be prepared and timely filed, with the appropriate federal and state regulatory and administrative bodies, amendments to or restatements of, the Articles of Organization and all filings or reports required to be filed by the Company with those entities under the Act or other then-current applicable laws, rules, and regulations. The Manager’s failure to file such reports/filings shall not be deemed a breach of this Agreement if the Manager determines that not filing such reports/filings is in the interest of the Company. Such determination shall be in the sole discretion of the Manager.

Section 13.4 Bank Accounts. The Manager shall maintain the funds of the Company in one or more separate bank accounts in the name of the Company and shall not permit the funds of the Company to be commingled in any fashion with the funds of any other Person. In the event the Company is unable to obtain bank accounts, the funds of the Company may be held as determined by the Manager.

Section 13.5 Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Manager. The Manager may rely upon the advice of the Company’s accountants as to whether such decisions are in accordance with accounting methods followed for U.S. federal income tax purposes or for purposes of any other jurisdiction in which the Company does business or is required to file tax returns or reports under applicable law.

ARTICLE 14

DISSOLUTION AND LIQUIDATION

Section 14.1 Dissolution. Subject to the provisions of the Act or the Articles of Organization, the Company shall be dissolved and its affairs wound up upon the first to occur of the following:

(A) At the time specified in the Articles of Organization; or

(B) Upon the sale of substantially all of the assets of the Company, as authorized by the Manager.

Upon the occurrence of any of the events of dissolution as stated in this Section 14.1 of this Agreement, the Company shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate its assets. The Manager shall appoint a liquidating agent who shall have sole authority and control over the winding up and liquidation of the Company’s business and affairs and shall diligently pursue the winding up and liquidation of the Company. As soon as practicable after his or her appointment, the liquidating trustee shall cause to be filed a statement of intent to dissolve as required by the Act.

Section 14.2 No Distributions until the Distribution Date. During the course of liquidation, the Members shall continue to share profits and losses, but there shall be no cash distributions to the Members until the Distribution Date (as defined in Section 14.3), unless the Manager approves a distribution.

Section 14.3 Liabilities. Liquidation shall continue until the Company’s affairs are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the Company are satisfied or can be adequately provided for under this Agreement. When the liquidating agent has determined that there can be a final accounting, the liquidating agent shall establish a date (not to be later than the end of the taxable year of the liquidation, i.e., the time at which the Company ceases to be a going concern as provided in Section 1.704-1(b)(2)(ii)(g) of the Income Tax Regulations, or, if later, ninety (90) days after the date of such liquidation) for the distribution of the proceeds of liquidation of the Company (the “Distribution Date”). The net proceeds of liquidation of the Company shall be distributed to the Members as provided in Section 14.2 not later than the Distribution Date.

Section 14.4 Wind-Up. Upon dissolution and termination, the Manager or liquidating agent, as the case may be, shall wind up the affairs of the Company, shall sell or wind up all the Company assets as promptly as consistent with obtaining, insofar as possible, the fair value thereof after paying all liabilities, including all costs of dissolution. The proceeds from the liquidation of the assets of the Company and collection of the receivables of the Company, together with the assets distributed in kind, to the extent sufficient therefore, shall be applied and distributed in the following descending order of priority:

(A) To the payment and discharge of all of the Company’s debts, liabilities, and expenses of the Company, including liquidation expenses;

(B) To the creation of any reserves which the Manager deems necessary or reasonable for any contingent of unforeseen liabilities or obligations of the Company;

(C) To the payment and discharge of all of the Company’s debts and liabilities owing to Members, but if the amount available for payment is insufficient, then pro rata in proportion to the amount of the Company debts and liabilities owing to each Member; and

(D) To all the Members in the proportion of their respective positive Capital Accounts, as those accounts are determined after all adjustments to such accounts for the taxable year of the Company during which the liquidation occurs as are required by this Agreement and Income Tax Regulations ? 1.704-I(b), such adjustments to be made within the time specified in such Income Tax Regulations;

(E) In accordance with Section 11.1 of this Agreement.

Section 14.5 Filings for Termination. Upon dissolution and liquidation of the Company, the liquidating agent shall cause to be executed and filed with the Secretary of State of the State of Florida, Articles of Dissolution in accordance with the Act.

ARTICLE 15

INDEMNIFICATION

Section 15.1 Indemnification Proceeding Other than by Company.

(A) The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the Person is or was a Manager, Member, officer, employee, or agent of the Company, or is or was serving at the request of the Company as a manager, member, shareholder, director, officer, partner, trustee, employee, or agent of any other Person, joint venture, trust or other enterprise, against expenses, including reasonable attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding.

(B) Section 15.1(A) indemnification shall only apply if the Person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

Section 15.2 Indemnification: Proceeding by Company.

(A) The Company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Company to procure a judgment in the Company’s favor by reason of the fact that the Person is or was a Manager, Member, officer, employee, or agent of the Company, or is or was serving at the request of the Company as a Manager, member, shareholder, director, officer, partner, trustee, employee, or agent of any other Person, joint venture, trust, or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the Person in connection with the defense or settlement of the action or suit if the Person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company.

(B) Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 15.3 Mandatory Indemnification. To the extent that a Manager, Member, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in this Article 15, or in defense of any claim, issue or matter therein, he or she must be indemnified by the Company against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

Section 15.4 Authorization of Indemnification. Any indemnification under Sections 15.1 and 15.2, unless ordered by a court or advanced pursuant to Section 15.5, may be made by the Company only as authorized in the specific case upon a determination that indemnification of the Manager, Member, officer, employee, or agent is proper in the circumstances. The determination must be made by a majority of the Class C Members if the person seeking indemnity is not a Class C Member; or if the person seeking indemnity is a Class C Member by independent legal counsel selected by the Manager in a written opinion; or by a vote of the majority of Percentage Interests in the Company. The Manager has sole discretion which method to choose. The Manager may choose more than one method.

Section 15.5 Mandatory Advancement of Expenses. The expenses of the Manager, Members and officers incurred in defending a civil or criminal action, suit or proceeding must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Manager, Member, or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Company. The provisions of this Section 15.5 do not affect any rights to advancement of expenses to which personnel of the Company other than Managers, Members, or officers may be entitled under any contract or otherwise.

Section 15.6 Effect and Continuation.

The indemnification and advancement of expenses authorized in or ordered by a court pursuant to Sections 15.1 – 15.5:

(A) unless ordered by a court pursuant to Section 15.2 or for the advancement of expenses made pursuant to Section 15.5, may not be made to or on behalf of any Member, Manager or officer if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, breach of fiduciary duty as limited through this Agreement, fraud, or a knowing violation of the law and was material to the cause of action.

(B) continues for a person who has ceased to be a Member, Manager, officer, employee or agent and inures to the benefit of his or her heirs, executors, and administrators.

Section 15.8 Repeal or Modification. Any repeal or modification of this Article 15 by the Members of the Company shall not adversely affect any right of a Manager, Member, officer, employee, or agent of the Company existing hereunder at the time of such repeal or modification.

ARTICLE 16

DEFAULTS AND REMEDIES

Section 16.1 Defaults. If a Member materially defaults in the performance of his or its obligations under this Agreement, and (a) such default is not cured within ten (10) days after written notice of such default is given by a Manager to the defaulting Member for a default that can be cured by the payment of money, or (b) within thirty (30) days after written notice of such default is given by a Manager to the defaulting Member for any other default, then the Company shall have the rights and remedies described in Section 16.2 hereunder in respect of the default.

Section 16.2 Remedies. If a Member fails to perform his or its obligations under this Agreement, the Company shall have the right, in addition to all other rights and remedies provided herein, to bring the matter to arbitration. The award of the arbitrator in such a proceeding may include an order for specific performance by the defaulting Member of his or its obligations under this Agreement, an award for damages for payment of sums due to the Company and/or may result in the defaulting Member’s expulsion. Upon expulsion, a Member shall no longer have any ongoing rights, but shall be entitled to pro rata allocation and distribution of profits, if any, for the year of expulsion.

ARTICLE 17

MISCELLANEOUS

Section 17.1 Entire Agreement. This Agreement constitutes the entire agreement between the Members with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No party hereto shall be liable or bound to the other in any manner by any warranties, representations or covenants with respect to the subject matter hereof except as specifically set forth herein. This shall not apply to subscription agreements executed by Members pursuant to a securities offering.

Section 17.2 Amendments.

(A) This Agreement may be amended only by the affirmative vote of fifty-one percent (51%) of the Percentage Interests of each outstanding class of Members, except clerical or ministerial amendments that may be approved unilaterally by the Manager. All amendments shall be in writing. Prior to any vote on amendment that is not clerical or ministerial, the Manager must first approve the amendment and propose the amendment to the Members.

(B) The Articles of Organization may be amended by the affirmative vote of fifty-one percent (51%) all the Class C Members. Any such amendment shall be in writing and shall be executed and filed in accordance with the Act.

Section 17.3 No Waiver. A waiver, amendment or modification of any term or condition of this Agreement must be in writing and signed by the party against whom the waiver, amendment or modification is sought to be enforced. No waiver by any party of any breach hereunder shall be deemed a waiver of any other breach or any subsequent breach.

Section 17.4 Representation of Shares of Companies or Interests in Other Entities. The Manager is authorized to vote, represent, and exercise on behalf of this Company all rights incident to any and all shares of any other company or companies, or any interests in any other Person, in the name of this Company. The authority herein granted to said Manager to vote or represent on behalf of this Company may be exercised by the Manager in person or by any other person authorized so to do by proxy or power of attorney duly executed by said Manager.

Section 17.5 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

Section 17.6 Severability. If any provision of this Agreement is rendered or declared illegal, invalid or unenforceable by reason of any existing or subsequently enacted legislation or by the final judgment of any court of competent jurisdiction all other provisions of this Agreement shall remain in full force and effect.

Section 17.7 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the Great State of Florida (without regard to conflicts of law principles).

Section 17.8 Choice of Venue. Any suit, legal action or proceeding involving any dispute or matter regarding, relating to or arising under this Agreement shall be brought solely in Florida. All parties hereby consent to the exercise of personal jurisdiction, and waive all objections based on improper venue and/ or forum non conveniens, in connection with or in relation to any such suit, legal action or proceeding. This Section 17.8 shall not apply to claims or actions brought pursuant to federal securities laws.

Section 17.9 Payment of Legal Fees and Costs. In the event that a Member initiates or asserts any suit, legal action, claim, counterclaim or proceeding regarding, relating to or arising under this Agreement, the Units, or the Company, including claims under the U.S. federal or state securities laws; and (ii) does not, in a judgment on the merits, substantially achieve, in substance and amount, the full remedy sought or the equivalent is reached in settlement, then the Member shall be obligated to reimburse the Company and any parties indemnified by the Company for any and all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees, the costs of investigating a claim and other litigation expenses) that the Company and any parties indemnified by the Company may incur in connection with such Claim.

17.10 Notices. All notices, requests, demands and other communications given under or by reason of this Agreement shall be in writing and shall be deemed given (i) upon delivery when delivered in person, (ii) as of 2:00 p.m. on the day after being delivered to a nationally recognized overnight courier; (iii) upon transmission thereof and receipt of the appropriate answerback when delivered by facsimile transmission or by email; or (v) 72 hours after being placed in a depository of the United States mails when delivered by certified mail (return receipt requested), postage prepaid, addressed as follows (or to such other address as a party may specify by notice pursuant to this provision):

(a) If to the Company:

1600 S. Federal Highway, Suite 570
Pompano Beach, FL 33062

OR

cep-fund@concorde-grp.com

(b) if to the Member, to the address and contact information provided by the Member to the Company from time to time. Each Member is under an affirmative duty to inform the Company of any contact information changes on an annual basis by October 31 of each year.

Section 17.11 Titles and Subtitles. The titles of the sections and paragraphs of this Agreement are for convenience only and are not to be considered in construing this Agreement.

Section 17.12 Currency. Unless otherwise specified, all currency amounts in this Agreement refer to the lawful currency of the United States of America.

Section 17.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and shall become effective when there exist copies hereof which, when taken together, bear the authorized signatures of each of the parties hereto.

Section 17.14 Preparation of Agreement. This Agreement has been prepared by Red Rock Securities Law Inc., an Arizona law firm (the “Law Firm”), counsel for the Company in the course of its representation of it, and:

(A) The Members have been advised to seek independent counsel or have had the opportunity to seek such representation;

(B) The Law Firm has not given any advice or made any representations to the members with respect to the tax consequences of this Agreement;

(C) The Members have been advised that the terms and provisions of this Agreement may have tax consequences and the Members have been advised by the Law Firm to seek independent counsel with respect thereto; and,

(D) The Members have been represented by independent counsel or have had the opportunity to seek such representation with respect to the tax consequences of this Agreement.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE

IN WITNESS WHEREOF, Concorde Essential Properties Fund, LLC, through its Manager and the Members hereby execute this Agreement effective as of June 2, 2025.

Concorde Essential Properties Fund, LLC

a Florida limited liability company

By: Concorde Group Holdings, LLC, its Manager

a Florida limited liability company

By:

Name: Joseph C. LeBas, Jr.

Title: Manager

Class C Member

Concorde Palmetto Centre, LLC

By: Concorde Group Holdings, LLC, its Manager

a Florida limited liability company

By:

Name: Joseph C. LeBas, Jr.

Title: Manager

Class A or Class B Member

Deemed to be signed by each Member of Class A or Class B, if the Class A or Class B Member signed a corresponding Subscription Agreement.

EXHIBIT 1

Class A Members

Class B Members

Class C Members

CONCORDE ESSENTIAL PROPERTIES FUND, LLC

a Florida limited liability company

750,000 Class B Interests (Units) of Membership Interest

REGULATION A SUBSCRIPTION AGREEMENT

This Subscription Agreement (the “Subscription Agreement”) is made as of the date set forth below by and between the undersigned (the “Subscriber”) and the Company and is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the “Offering”) for sale by the Company of the Class B Interests as described in the Company’s offering circular (the “Offering Circular”), a copy of which has been delivered to Subscriber. The Class B Interests are also referred to herein as the “Securities” or “Class B Units.”

Investing in securities represented by the Class B Units of Concorde Essential Properties Fund, LLC, a Florida limited liability company (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Class B Units and if a public market develops following this offering, it may not continue.

The Class B Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or blue sky laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities or blue sky laws. Although an offering statement has been filed with the Securities and Exchange Commission (the “SEC”), that offering statement does not include the same information that would be included in a registration statement under the Securities Act. The Class B Units have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of this offering or the adequacy or accuracy of the offering circular or any other materials or information made available to subscriber in connection with this offering, through the online website platform at www.cep-fund.com (the “Portal”), or the SEC’s EDGAR website at https://www.sec.gov/edgar/search/.

No sale may be made to persons who are not “accredited investors” if the aggregate purchase price is more than 10% of the greater of such investors’ annual income or net worth. The Company is relying on the representations and warranties set forth by each subscriber in this Subscription Agreement and the other information provided by subscriber in connection with this offering to determine compliance with this requirement.

Prospective investors may not treat the contents of this Regulation A+ Subscription Agreement, the offering circular or any of the other materials available (collectively, the “Offering Materials”) or any prior or subsequent communications from the Company or any of its affiliates, officer, employees or agents as investment, legal or tax advice. In making an investment decision, investors must rely on their own examination of the Company and the terms of this offering, including the merits and the risks involved. Each prospective investor should consult the investor’s own counsel, accountant and other professional advisor as to investment, legal, tax and other related matters concerning the investor’s proposed investment.

The Company reserves the right in its sole discretion and for any reason whatsoever to modify, amend and/or withdraw all or a portion of the offering and/or accept or reject in whole or in part any prospective investment in the Class B Units or to allot to any prospective investor less than the amount of Class B Units such investor desires to purchase.

Except as otherwise indicated, the Offering Materials speak as of their date. Neither the delivery nor the purchase of the Class B Units shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date.

ARTICLE I

SUBSCRIPTION

1.01  Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for, and agrees to, purchase from the Company the number of Class B Units set forth on the Subscription Agreement Signature Page, and the Company agrees to sell such Class B Units to Subscriber at a purchase price of One Hundred Dollars ($100.00) per Class B Unit for the total amount set forth on the Subscription Agreement Signature Page (the “Purchase Price”), subject to the Company's right to sell to Subscriber such lesser number of Class B Units as the Company may, in its sole discretion, deem necessary or desirable.

1.02  Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this Subscription is made subject to the following terms and conditions: 

(a)    Contemporaneously with the execution and delivery of this Subscription Agreement through the Platform, Subscriber shall pay the Purchase Price for the Class B Units in the form of ACH debit transfer, wire transfer, credit card, or other acceptable form of payment. Your subscription is irrevocable. The Company selected a transfer agent company (the “Transfer Agent”) to maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in its sole discretion. 

(b)   Payment of the Purchase Price shall be (i) made by Subscriber via the Portal, (ii) received through the Transfer Agent, and (iii) held in an escrow account operated by the escrow agent the Company selected to hold funds (the “Escrow Agent”) until the minimum offering amount of Five Hundred Thousand and no/100 Dollars ($500,000.00) is met (the “Initial Closing”). After the Initial Closing, the Subscriber’s payment may be accepted by the Company upon receipt (each a “Closing”)

(c)    This subscription shall be deemed to be accepted only when this Subscription Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the Purchase Price for clearance will not be deemed an acceptance of this Subscription Agreement.

(d)   The Company shall have the right to reject this subscription, in whole or in part.

(e)    The payment of the Purchase Price (or, in the case of rejection of a portion of the Subscriber's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled.

(f)        Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Class B Units owned by Subscriber reflected on the books and records of the Company and verified by the Transfer Agent, which books and records shall bear a notation that the Class B Units were sold in reliance upon Regulation A+. 

1.03    Operating Agreement.  You have received and read a copy of the Company’s Operating Agreement (the “Operating Agreement”) and agree that your execution of this Subscription Agreement constitutes your consent to the Operating Agreement, and that upon acceptance of this Subscription Agreement by the Company, you will become a member of the Company as a holder of Class B Units. When this Subscription Agreement is countersigned by the Company, the Operating Agreement shall be binding upon acceptance of your subscription.

1.04    The Platform. The Offering is described in the Offering Circular, that is available through the online website platform www.cep-fund.com, or the SEC’s EDGAR website at https://www.sec.gov/edgar/search/. Please read this Subscription Agreement, the Offering Circular, and the Operating Agreement. While they are subject to change, as described below, the Company advises you to print and retain a copy of these documents for your records.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date: 

2.01  Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement has been or will be effectively taken prior to the Closing. Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies. 

2.02  Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.  Subscriber is purchasing the Class B Units for Subscriber’s own account. Subscriber has received and reviewed this Subscription Agreement, the Offering Circular and the Operating Agreement. Subscriber and/or Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with the Offering to evaluate the merits and risks of an investment, to make an informed investment decision, and to protect Subscriber’s own interest in connection with an investment in the Class B Units.

2.03  Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and understands all of the risk factors relating to the purchase of Securities.

2.04  Accredited Investor Status or Investment Limits. Subscriber represents that either:

(a)    Subscriber is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act; or 

(b)   The Purchase Price set out below, on the signature page of this Subscription Agreement, together with any other amounts previously used to purchase Securities in this Offering, does not exceed ten percent (10%) of the greater of the Subscriber’s annual income or net worth. Subscriber represents that to the extent it has any questions with respect to its status as an Accredited Investor, or the application of the investment limits, it has sought professional advice. 

2.05  Additional Subscriber Information; Payment Information. Subscriber agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. Subscriber acknowledges that Subscriber’s responses to questions on the Platform (as defined in the Offering Circular) are true, complete and accurate in all respects. Payment information provided by Subscriber through the Platform is true, accurate and correct and such payment information shall be deemed to be a part of this Subscription Agreement as if, and to the same extent that, such information was set forth herein.

2.06  Company Information. Subscriber has read the Offering Circular filed with the SEC, including the section titled “Risk Factors. ” Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber acknowledges that no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition. 

2.07  Neither the Company nor the Platform is an Investment Adviser. Subscriber understands that neither the Company nor the Platform is registered under the Investment Company Act of 1940 or the Investment Advisers Act of 1940.

2.08  Valuation. Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

2.09  Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the Signature Page and provided on the Platform.

2.10  Power of Attorney. Any power of attorney of the Subscriber granted in favor of the Company contained in the Operating Agreement has been executed by the Subscriber in compliance with the laws of the state, province or jurisdiction in which such agreements were executed.

2.11  No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. Subscriber will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

2.12  Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. 

2.13  Terms and Conditions of the Platform.  Subscriber acknowledges that it has read, understands and agrees to the terms and conditions, privacy policy and disclaimers on the Platform.

2.14  Transfer Restrictions.  Subscriber acknowledges and agrees that the Class B Units are subject to restrictions on transfer as described in the Operating Agreement. The Class B Units shall bear a digital or physical restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates or instruments):

THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFER PURSUANT TO THE COMPANY’S OPERATING AGREEMENT AND THE SUBSCRIPTION AGREEMENT PURSUANT TO WHICH THESE SECURITIES WERE ORIGINALLY SOLD. ANY PURPORTED TRANSFER IN VIOLATION OF SUCH PROVISIONS SHALL BE VOID, AB INITIO.

ARTICLE III

SURVIVAL; INDEMNIFICATION

3.01  Survival; Indemnification. All representations, warranties and covenants contained in this Subscription Agreement and the indemnification contained herein shall survive (a) the acceptance of this Subscription Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws. 

ARTICLE IV

MISCELLANEOUS PROVISIONS

4.01  Captions and Headings. The Article and Section headings throughout this Subscription Agreement are for convenience of reference only and shall in no way be deemed to define, limit or add to any provision of this Subscription Agreement. 

4.02  Notification of Changes. Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Subscription Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering.

4.03  Assignability. This Subscription Agreement is not assignable by Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modification, waiver or termination is sought. 

4.04  Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns. 

4.05  Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with the consent of the Company, until the consummation or termination of the Offering.

4.06  Entire Agreement; Amendment. This Subscription Agreement states the entire agreement and understanding of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written. No amendment of the Agreement shall be made without the express written consent of the parties. 

4.07  Severability. The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect any other provision hereof, which shall be construed in all respects as if such invalid or unenforceable provision were omitted. 

4.08  Notices. All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the Company (or that you submitted to us via the Platform). You shall send all notices or other communications required to be given hereunder to the Company via email at cep-fund@concorde-grp.com, with a copy sent either certified mail or another traceable form of delivery to the Company at the following address:

Concorde Essential Properties Fund, LLC

1600 S. Federal Highway, Suite #570
Pompano Beach, FL 33062

Attention: Investor Relations

Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in the State of Texas are legally closed for business.

4.09  Counterparts. This Subscription Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. 

4.10  Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the Platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the Platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the Platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 4.10 establishes such party's acceptance of the terms and conditions of this Subscription Agreement.

4.11  Consent to Electronic Delivery of Tax Documents. Please read this disclosure about how the Company will provide certain documents that it is required by the Internal Revenue Service (the “IRS”) to send to you (the “Tax Documents”) in connection with your Class B Units. Tax Documents provide important information you need to complete your tax returns. Tax Documents include Form 1099 and/or Form K-1. Occasionally, the Company is required to send you CORRECTED Tax Documents. Additionally, the Company may include inserts with your Tax Documents. The Company is required to send Tax Documents to you in writing, which means in paper form. When you consent to electronic delivery of your Tax Documents, you will be consenting to delivery of Tax Documents, including corrected Tax Documents and inserts, electronically instead of in paper form. By executing this Subscription Agreement on the Platform, you are consenting in the affirmative that the Company may send Tax Documents to you electronically and acknowledging that you are able to access Tax Documents from the site. If you subsequently withdraw consent to receive Tax Documents electronically, a paper copy will be provided. Your consent to receive the Tax Documents electronically continues for every tax year until you withdraw your consent. You can withdraw your consent before the Tax Documents are furnished by mailing a letter including your name, mailing address, effective tax year, and indicating your intent to withdraw consent to the electronic delivery of Tax Documents to the Company at:

Concorde Essential Properties Fund, LLC

1600 S. Federal Highway, Suite #570
Pompano Beach, FL 33062

Attention: Investor Relations

If you withdraw consent to receive Tax Documents electronically, a paper copy will be provided. You must keep your e-mail address current with the Company. You must promptly notify the Company of a change of your email address. If your mailing address, email address, telephone number or other contact information changes, you may also provide updated information by contacting the Company.

4.12  Electronic Delivery of Information. Subscriber and the Company each hereby agree that all current and future notices, confirmations and other communications regarding this Subscription Agreement, the Operating Agreement and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in this Subscription Agreement or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to (i) such communications being diverted to the recipients spam filters by the recipients email service provider, (ii) due to a recipient’s change of address, or (iii) due to technology issues by the recipients service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.

CONSENT OF INDEPENDENT AUDITOR

We consent to the use, in this Offering Circular on Form 1-A of our independent auditor’s report dated November 1, 2025, with respect to the audited balance sheet of Concorde Essential Properties Fund LLC as of September 30, 2025, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the period from June 2, 2025 (inception) to September 30, 2025, and the related notes to the financial statements.

Very truly yours,

Assurance Dimensions

/s/ Assurance Dimensions

Coral Springs, Florida

March 14, 2026

March 1, 2026

Mr. Joseph C. LeBas, Jr.

Concorde Essential Properties Fund, LLC

1600 S. Federal Highway, Suite #570
Pompano Beach FL 33062

Re: Regulation A Offering

Dear Mr. LeBas:

We have acted as counsel to Concorde Essential Properties Fund, LLC, a Florida limited liability company (the “Company”), in connection with the filing of the Offering Statement on Form 1-A (the “Offering Statement”) pursuant to 17 CFR Part 230.251 et. seq. (“Regulation A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

The Offering Statement relates to the proposed issuance and sale (the “Offering”) by the Company of up $75,000,000 in Class B Units (the “Units”). We assume that the Units will be sold as described in the Offering Statement pursuant to a Subscription Agreement (a “Subscription Agreement”), substantially in the form filed as an exhibit to the Offering Statement, to be entered into by and between the Company and each of the purchasers of the Units.

In rendering the opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the Offering Statement; the Articles of Organization of the Company; the Certificate of Status in Good Standing; the Operating Agreement of the Company; and such corporate records, certificates of public officials and other documentation as we have deemed necessary or appropriate.  We have assumed, without independent investigation, the genuineness of all signatures and the conformity to original documents of all documents submitted to us as certified, photostatic, reproduced, or conformed copies.  As to certain matters of fact, both expressed and implied, we have relied upon representations, statements or certificates of officers of the Company.

Based upon the above, and subject to the stated assumptions, we are of the opinion that, when issued in accordance with the terms of the Offering Statement, the Units will be duly authorized, validly issued, fully paid and non-assessable.

Our opinion set forth herein is limited to the limited liability company law of the State of Florida and to the extent that judicial and regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations for governmental authorities are relevant, to those required under such law.  We express no opinion and make no representation with respect to any other laws or the law of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and Form 1-A and to any references to this firm in any prospectus contained therein.  In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or any other document or agreement involved with the issuance of the Units. We assume no obligation to advise you of facts, circumstances, events or developments which may hereafter be brought to our attention, and which may alter, affect, or modify the opinions expressed herein.

Very truly yours,

Red Rock Securities Law, Inc.

/s Brian Geoghegan

Brian Geoghegan, Attorney