Parklands PPM

PRIVATE PLACEMENT MEMORANDUM
Estates at Parklands LLC

CONFIDENTIAL
A Washington Limited Liability Company
February 6, 2017
$50,000 MINIMUM INVESTMENT
SUMMARY OF OFFERING
This Private Placement Memorandum (Memorandum) relates to the sale (Offering) of Class
A Interests in Estates at Parklands LLC, a Washington limited liability company (the
Company). The individual Unit price, Minimum and Maximum Dollar Amounts of the
Offering are described below:
Sellers’ Proceeds to the
Class A Interests Price to Investors
Commissions Company
Per Unit $1,000 $30 $970
Minimum Dollar Amount $3,250,000 $97,500 $3,152,500
Maximum Dollar Amount $7,750,000 $232,500 $7,517,500
The Offering commenced on February 6, 2017. The Minimum Dollar Amount must be raised
by June 1, 2017. The Manager expects to close the Offering to new Investors on or before
September 1, 2017, although the Manager has the sole discretion to extend the Offering for
up to ninety (90) days. The Maximum Investment Amount allowed of a single Class A
Investor is $1,400,000, or the purchase of 1,400 Class A Units.
IMPORTANT NOTICES TO INVESTORS
FOR THIS OFFERING, THE MANAGER IS RELYING ON AN EXEMPTION FROM SECURITIES

REGISTRATION UNDER THE FEDERAL SECURITIES AND EXCHANGE COMMISSION’S REGULATION
D, RULE 506(c).
EACH PURCHASER HEREOF REPRESENTS THAT IT IS PURCHASING FOR ITS OWN ACCOUNT (OR A
TRUST ACCOUNT IF THE PURCHASER IS A TRUSTEE) AND NOT WITH A VIEW TO RESELL THE
SECURITY. PER RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION, AFTER INITIAL
SALE, THE SECURITIES MAY NOT BE RESOLD WITHIN ONE YEAR WITHOUT REGISTRATION OR
QUALIFICATION FOR AN EXEMPTION FROM REGISTRATION.
THIS PRIVATE PLACEMENT MEMORANDUM (MEMORANDUM) HAS BEEN PREPARED FOR

SUBMITTAL TO A LIMITED NUMBER OF POTENTIAL INVESTORS SO THEY CAN CONSIDER THE
PURCHASE OF AN INTEREST IN THE COMPANY. IT IS NOT AUTHORIZED FOR ANY OTHER
PURPOSE. IF YOU ACCEPT DELIVERY OF THIS MEMORANDUM YOU AGREE TO RETURN IT OR
DESTROY IT AND ALL ENCLOSED DOCUMENTS, IF YOU DO NOT PURCHASE AN INTEREST WITHIN
THE TIME ALLOWED. THIS MEMORANDUM MAY NOT BE REPRODUCED IN WHOLE OR IN PART,
OR FORWARDED TO OTHER POTENTIAL INVESTORS. IT MAY ONLY BE DISTRIBUTED AND
DISCLOSED TO THE PROSPECTIVE INVESTORS TO WHOM IT IS PROVIDED DIRECTLY BY THE
MANAGER.
THESE SECURITIES ARE OFFERED ONLY TO A SELECT GROUP OF INVESTORS WHO MEET THE
STANDARDS SET FORTH IN SECTION 1 HEREOF. THIS MEMORANDUM DOES NOT CONSTITUTE
AN OFFER TO SELL TO OR A SOLICITATION OF AN OFFER TO BUY FROM ANYONE IN ANY STATE
OR IN ANY OTHER JURISDICTION WITHIN WHICH SUCH AN OFFER OR SOLICITATION IS NOT
AUTHORIZED.
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 RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN REVIEWED OR RECOMMENDED BY ANY FEDERAL
OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE
ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THIS MEMORANDUM REFLECTS CONDITIONS OF THE COMPANY AS OF THE DATE HEREOF.

CONDITIONS REGARDING THE AFFAIRS OF THE COMPANY MAY CHANGE AFTER THE DATE
HEREOF.
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND AN INVESTMENT IN THE SECURITIES
INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS.” INVESTORS MUST BE PREPARED TO
BEAR THE ECONOMIC RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THERE
Estates at Parklands LLC i Private Placement Memorandum

IS THE POSSIBILITY THAT THE PROCEEDS OF THIS OFFERING WILL BE INSUFFICIENT TO MEET
THE INVESTMENT OBJECTIVES THE MANAGER HAS ESTABLISHED. BEFORE PURCHASING ANY OF
THE UNITS OFFERED THROUGH THIS MEMORANDUM, THE MANAGER RECOMMENDS THAT
EACH INVESTOR CONSULT WITH AN ATTORNEY, A FINANCIAL ADVISOR, AND/OR AN
ACCOUNTANT TO DETERMINE IF THIS INVESTMENT IS SUITABLE FOR THEM.
THIS MEMORANDUM DOES NOT PURPORT TO BE ALL-INCLUSIVE OR CONTAIN ALL

INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN INVESTIGATING THE COMPANY.
EACH INVESTOR MUST RELY ON HIS OR HER OWN EXAMINATION OF THE COMPANY AND THE
TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN
INVESTMENT DECISION WITH RESPECT TO THE SECURITIES OFFERED.
INFORMATION IN THIS MEMORANDUM SHOULD NOT BE CONSIDERED TO BE LEGAL, BUSINESS,

OR TAX ADVICE. EVERY PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ATTORNEY,
FINANCIAL ADVISOR, AND TAX ADVISOR ABOUT THIS INVESTMENT.
THE CLASS A UNITS DESCRIBED HEREIN ARE OFFERED ONLY TO INVESTORS WHO MEET THE
SUITABILITY STANDARDS ESTABLISHED BY THE MANAGER. THERE IS A POSSIBILITY OF
CONFLICTS OF INTEREST ARISING BETWEEN THE CLASS A MEMBERS AND THE MANAGER,
WHICH WILL OWN CLASS B INTERESTS IN THE COMPANY.
PRIOR TO MAKING AN INVESTMENT DECISION, A PROSPECTIVE INVESTOR SHOULD REVIEW

AND CONSIDER THIS ENTIRE MEMORANDUM. ANY DOCUMENTS OR EXHIBITS ATTACHED TO OR
REFERENCED IN THIS MEMORANDUM ARE IMPORTANT TO YOUR UNDERSTANDING OF THIS
INVESTMENT. THE MANAGER HIGHLY RECOMMENDS THAT YOU CAREFULLY READ ALL
PROVIDED OR REFERENCED DOCUMENTS AND EXHIBITS, WHETHER ELECTRONIC OR HARD
COPY, IN ADDITION TO READING THE TEXT OF THIS MEMORANDUM.
THIS MEMORANDUM IS BASED ON INFORMATION PROVIDED BY THE MANAGER AND BY OTHER

SOURCES THE MANAGER DEEMS RELIABLE. HOWEVER, THE MANAGER CANNOT PROVIDE
ASSURANCES WHETHER THE INFORMATION PROVIDED BY THESE OTHER SOURCES IS ACCURATE
OR COMPLETE.
THIS MEMORANDUM (TOGETHER WITH ANY EXHIBITS, AMENDMENTS OR SUPPLEMENTS AND

ANY OTHER INFORMATION THAT MAY BE FURNISHED TO PROSPECTIVE INVESTORS BY THE
MANAGER) INCLUDES OR MAY INCLUDE CERTAIN STATEMENTS, ESTIMATES, AND FORWARD-
LOOKING PROJECTIONS WITH RESPECT TO THE ANTICIPATED FUTURE PERFORMANCE OF THE
COMPANY. SUCH STATEMENTS, ESTIMATES, AND FORWARD-LOOKING PROJECTIONS REFLECT
VARIOUS ASSUMPTIONS OF THE MANAGER THAT MAY OR MAY NOT PROVE TO BE CORRECT OR
THAT MAY INVOLVE VARIOUS UNCERTAINTIES. NO REPRESENTATION IS MADE, AND NO
ASSURANCE CAN BE GIVEN, THAT THE COMPANY CAN OR WILL ATTAIN THE MANAGER’S
PROJECTED RESULTS. ACTUAL RESULTS MAY VARY, PERHAPS MATERIALLY, FROM SUCH
PROJECTIONS.
Estates at Parklands LLC ii Private Placement Memorandum

ANY ADDITIONAL INFORMATION OR REPRESENTATIONS GIVEN OR MADE BY THE COMPANY OR
THE MANAGER IN CONNECTION WITH THIS OFFERING, WHETHER ORAL OR WRITTEN, ARE
SUPERSEDED IN THEIR ENTIRETY BY THE INFORMATION SET FORTH IN THIS MEMORANDUM
AND ITS EXHIBITS (ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE), INCLUDING,
BUT NOT LIMITED TO, THE RISK FACTORS DESCRIBED HEREIN.
EACH PURCHASER, PRIOR TO HIS OR HER PURCHASE OF THE SECURITIES OFFERED HEREIN,
SHALL HAVE THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, A
REPRESENTATIVE OF THE COMPANY AT ITS PRINCIPAL OFFICE DURING NORMAL BUSINESS
HOURS, CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY
ADDITIONAL INFORMATION WHICH THE COMPANY POSSESSES OR CAN ACQUIRE WITHOUT
UNREASONABLE EFFORT OR EXPENSE AS NECESSARY TO VERIFY THE ACCURACY OF
INFORMATION FURNISHED IN THIS MEMORANDUM. PROSPECTIVE INVESTORS WHO WISH TO
OBTAIN SUCH INFORMATION OR HAVE QUESTIONS SHOULD CONTACT THE FOLLOWING
MEMBERS OF THE MANAGER:
Ross Miles
4225 NE St. James Rd.
Vancouver, WA 98663
Phone: 360-695-6786
Email: ross@aequities.com
Estates at Parklands LLC iii Private Placement Memorandum

EXECUTIVE SUMMARY
Definitions Capitalized terms herein are described in the Definitions, Section
13 of this Memorandum. References to Sections (within this
Memorandum) mean sections of this Memorandum,. References
to Articles mean sections of the Limited Liability Company
Agreement (the Agreement).
Company Objectives Estates at Parklands LLC (the Company) intends to use the funds
generated from the Offering of Class A Interests in the Company
to purchase and develop a parcel of land which has preliminary
approval for 41 total lots, contained within a planned, gated
residential subdivision within the city limits of Camas, WA. The
development borders the beautiful Camas Meadows Golf Course
at the north end of Lacamas Lake. 23 of the 41 home sites back
up to either a forested preserve or are along the golf course.
Company Information The Company selling Interests via this Offering is Estates at
Parklands LLC, a manager-managed Washington limited liability
company. The Company has two classes of Members (Class A and
B). Class A Members are those Persons who purchase Class A
Units via this Offering. Class B Members are members of the
Manager and/or others admitted by the Manager who may
provide services to the Company.
Manager The Manager of the Company is Parklands Management LLC, a
Washington limited liability company. Ross Miles, Mark Zoller,
Kevin DeFord and Aaron Barr will be making investment decisions
on behalf of the Company. The Manager will directly manage the
Company and oversee management of the Properties.
Offering Terms The interests offered herein are exempt from securities
registration under Regulation D, Rule 506(c) of the Federal
Securities and Exchange Commission for private placement
offerings.
Each Class A Unit is priced at $1,000. The Minimum Dollar
Amount to be raised by the sale of Class A Units is $3,250,000
(3,250 Units); the Maximum Dollar Amount is $7,750,000 (7,750
Units). The Minimum Investment Amount required of a single
Investor is $50,000 (50 Class A Units), although the Manager may
accept less in limited circumstances. The Maximum Investment
Amount allowed of a single Class A Investor is $1,400,000, or the
purchase of 1,400 Class A Units.
Investor Qualifications Only Accredited Investors may purchase Class A Interests via this
Offering. Each Investor must be able to provide a verification so
as to “reasonably assure” the Company that they meet these
standards.
Estates at Parklands LLC iv Private Placement Memorandum

EXECUTIVE SUMMARY
Location of Funds During the Offering Period, initial funds collected from the sale of
Class A Units will be deposited in a bank account in the
Company’s name.
Timing of the Offering The Offering commenced on February 6, 2017. If the Minimum
Dollar Amount has not been raised by June 1, 2017, the Manager
will not Break Impounds and all funds, including any interest
earned thereon, will be returned to the Investors without
deduction.
The Manager expects to leave the Offering open to new
Members until the Maximum Dollar Amount is raised or
September 1, 2017, whichever comes first. However, if the
Maximum Dollar Amount has not yet been achieved by
September 1, 2017, the Manager may extend the Offering Period
for up to ninety (90) days, at its discretion. The Manager may
rescind the Offering for any reason prior to Breaking Impounds or
may close the Offering to new Members at any time.
Use of Proceeds Funds raised from this Offering will be used to purchase,
construct and dispose of the Properties, and pay for acquisition
costs and Manager’s Fees.
Distributions Cash Distributions (if available) will not be made until the
Company begins to sell the Properties. On sale of the Properties,
the Class A Members will receive a return of their Unreturned
Capital Contribution, and then a 10% cumulative, annual
preferred return, based each Class A Member’s initial Capital
Contribution. Then the Company will split any remaining sales
proceeds 10%/90%, with the Class A Members receiving 10% and
the Class B members receiving 90%. See Section 4 hereof for
additional information.
Manager’s Compensation The Manager will retain 1% of the total Interests in the Company
as Class B Units for a total Capital Contribution of $1,000. The
Manager will receive Distributable Cash on account of its Class B
Interests. Additionally, the Manager will receive Fees as described
in Sections 3 and 5 hereof. The amount the Manager will receive
from Distributions and Fees cannot be determined at this time.
Risk Factors and Conflict of Investment in the Company involves various risks, including
Interest certain risks associated with the lack of liquidity of the
investment, risks associated with the real estate industry,
regulatory risks, and federal income tax risks. The Manager, by
virtue of its Class B Interests and Fees, may have conflicts of
interest with the Class A Members.
Estates at Parklands LLC v Private Placement Memorandum

EXECUTIVE SUMMARY
Liquidity An investment in Class A Units may be illiquid. Investors should
be prepared to leave their funds invested in the Company until
such time as all of the Properties are sold.
Members may be able to transfer their Interests on their own at a
future date (subject to the terms described in the Limited Liability
Company Agreement, Appendix C), but no Interests may be sold
for at least one year after purchase. All Members must certify
that they are buying the Interests for their own account and not
with a view toward resale.
Duration of the Investment The Manager expects that the Company will own the Properties
for approximately two years, with a proposed 100% absorption
during that time, depending on sale market conditions. The
Company will be dissolved on sale of the last Property owned by
the Company.
Not Suitable for 1031 Exchange The Interests being offered herein are considered by the IRS to be
personal property, partnership interests, and are thus, not
suitable for 1031 exchange. Investors seeking to do a 1031
exchange should not invest in this Offering.
THESE CLASS A UNITS ARE OFFERED TO INVESTORS WHO MEET THE SUITABILITY STANDARDS
ESTABLISHED BY THE MANAGER IN SECTION 1 HEREOF. THE PURCHASE OF CLASS A
INVESTMENT UNITS INVOLVES SUBSTANTIAL RISKS. THERE IS THE POSSIBILITY THAT THE
PROCEEDS OF THIS OFFERING WILL BE INSUFFICIENT TO MEET THE INVESTMENT OBJECTIVES
AND POLICIES ESTABLISHED BY THE MANAGER. THERE IS A POSSIBILITY OF CONFLICTS OF
INTEREST ARISING BETWEEN THE CLASS A MEMBERS AND THE MANAGER OR CLASS B
MEMBERS. BEFORE PURCHASING ANY CLASS A UNITS OFFERED THROUGH THIS
MEMORANDUM, THE MANAGER STRONGLY RECOMMENDS THAT EACH INVESTOR CONSULT
WITH AN INDEPENDENT ATTORNEY, FINANCIAL ADVISOR, OR REGISTERED INVESTMENT
ADVISOR TO DETERMINE IF THIS INVESTMENT IS SUITABLE FOR THEM.
Estates at Parklands LLC vi Private Placement Memorandum

HOW TO REVIEW THIS OFFERING
The Offering Package. This Offering includes a number of documents, all of which collectively
comprise the Offering Package. Each document provided by the Manager contains information
the Manager deems relevant to an Investor’s decision to invest and has the specific purpose
described below:
This Private Placement Memorandum (Memorandum) essentially tells the “story” of this
investment. This Memorandum and its Exhibits are important to an understanding of the
securities being offered and the Company objectives. Legally, this Memorandum is the
disclosure document required by the Securities and Exchange Commission ("SEC") and/or
applicable State securities agency for a private placement Offering, as described in SEC's Guide
5 for real estate securities offerings. This Memorandum describes such things as the structure
of the Company, projected Distributions to Investors, compensation to the Manager, the risks
of investing, potential conflicts of interest, and a summary of how the Company will be
operated, among other things. The rest of the documents comprising the Offering Package are
identified as Exhibits to this Memorandum. Each of the Exhibits identified herein are either
attached (if hard copy) or will be provided electronically by the Manager, and each Exhibit is
hereby incorporated by reference as if fully set forth herein.
The Limited Liability Company Agreement (Agreement), is Exhibit 2 to this Memorandum. The
Agreement describes how the Company will be run. Legally, it is the governing document for
Company operations and describes in detail the rights and duties of the Members and the
Manager, how meetings and votes of the Members will be conducted, how and when Cash
Distributions will be made, where the Company books and records will be kept, how disputes
will be resolved, allocation and taxation of Profits and Losses, and how the Company will
ultimately be dissolved. The Agreement is the contractual, enforceable contract between the
Members and the Manager as to operation of the Company. Whenever the term “Agreement”
is used by itself, it refers to the Limited Liability Company Agreement. Each Member must
review and sign the Agreement, thereby agreeing to be bound by its terms.
The Subscription Booklet is Exhibit 3 to this Memorandum. Each investor must review,
complete, and return the Subscription Booklet to the Manager in order to invest. Legally,
it contains the Investor’s representations and warranties as to its qualifications and suitability
to invest in this Offering and the amount the Investor is planning to invest, and the Manager’s
acknowledgment of the investment.
Additional Exhibits that may be provided by the Manager are identified in Section 11.4. One of
the Exhibits referenced in Section 11.4 is an Investment Summary containing extensive
information about the Properties. Additional documents the Manager deems important to your
understanding of the Properties, the Manager, or the Company are attached as additional
Exhibits.
Estates at Parklands LLC vii Private Placement Memorandum

References Used in this Document. Whenever references are made herein to a “Section”
(when capitalized), they refer to sections of this Private Placement Memorandum; references to
“Articles”, refer to specific clauses in the Limited Liability Company Agreement. The definitions
of words or phrases capitalized throughout these documents are provided in Section 13 hereof
and Appendix C to the Agreement.
Investors Must Conduct Their Own Due Diligence. Before making an investment decision, each
prospective Investor should: 1) carefully read this Memorandum and each of the Exhibits in the
order set forth in Section 11.4, 2) ask the Manager any questions they may have, and 3) consult
with their financial advisors as they deem necessary to determine the suitability of this
investment opportunity for them.
Estates at Parklands LLC viii Private Placement Memorandum

Table of Contents
1. Suitability Standards........................................................................................................ 1
1.1 Duration of Investment.........................................................................................................................................1
1.2 Investor Qualifications; Accredited Investors Only .................................................................................2
1.3 Investment Unsuitable for 1031 Exchange ..................................................................................................5
1.4 Restrictions Imposed by the USA PATRIOT Act; Foreign Investors .................................................5
1.5 ERISA Considerations ............................................................................................................................................6
1.6 Subscriptions Subject to Review and Acceptance by the Manager ...................................................6
2. Summary of the Company............................................................................................... 7
2.1 Limited Liability Company ..................................................................................................................................7
2.2 Manager .......................................................................................................................................................................7
2.3 Members......................................................................................................................................................................7
2.4 Class A Members May Also Be Lot Purchasers ...........................................................................................8
2.5 Term of the Company ............................................................................................................................................9
2.6 Timing of the Offering ...........................................................................................................................................9
2.7 Specified Offering ....................................................................................................................................................9
2.8 Investment Objective.............................................................................................................................................9
2.9 Limited Voting Rights of Members ..................................................................................................................9
2.10 Depreciation Method to Be Used ................................................................................................................... 10
2.11 Company is Self-Liquidating............................................................................................................................ 10
2.12 Definition of Terms.............................................................................................................................................. 10
3. Source and Use of Proceeds .......................................................................................... 11
3.1 Minimum Dollar Amount .................................................................................................................................. 11
3.2 Maximum Dollar Amount.................................................................................................................................. 11
3.3 Closing Costs/Loan Fees ................................................................................................................................... 11
3.4 Working Capital and Reserves........................................................................................................................ 12
4. Distributions to Members ............................................................................................. 12
4.1 Cash Distributions During Company Operations ................................................................................... 12
4.2 Cash Distributions from Capital Transactions......................................................................................... 12
4.3 Cash Distributions on Dissolution and Termination ............................................................................ 13
5. Manager’s Fees and Compensation to Affiliated Third Parties ................................... 13
5.1 Real Estate Sales Commissions ...................................................................................................................... 14
6. Conflicts of Interest........................................................................................................ 14
6.1 The Class A Investors May Be Allowed to Purchase Homes .............................................................. 14
6.2 Manager May Be Involved in Similar Investments ................................................................................ 14
6.3 Manager Has Interests in Similar Properties ........................................................................................... 15
6.4 Manager May Act on Behalf of Others ......................................................................................................... 15
6.5 Manager May Raise Capital for Others........................................................................................................ 15
6.6 Manager’s Compensation May Create a Conflict .................................................................................... 15
6.7 The Manager May Hire Affiliates or Delegates ........................................................................................ 15
6.8 No Arms-Length Negotiation .......................................................................................................................... 15
7. Duties of Manager to the Members; Indemnification ................................................. 16
7.1 Fiduciary Duties of the Manager to the Company.................................................................................. 16
7.2 Indemnification of Manager ............................................................................................................................ 16
8. Risk Factors .................................................................................................................... 17
Estates at Parklands LLC ix Private Placement Memorandum

8.1 Risk Factors Related to the Company.......................................................................................................... 17
8.2 Risk Factors Relating to the Property ......................................................................................................... 20
8.3 Risks Related to Owning Real Estate ........................................................................................................... 21
8.4 Risk Factors Involving Income Taxes .......................................................................................................... 23
9. Prior Performance of the Company, the Manager and Affiliates ................................ 25
9.1 History of the Company and Manager......................................................................................................... 25
9.2 Financial Statements of the Company ......................................................................................................... 25
9.3 Financial Statements of the Manager .......................................................................................................... 25
10. Investment Objectives and Policies .............................................................................. 25
10.1 Construct and Dispose of the Properties ................................................................................................... 25
10.2 Provide Members with Commercial Real Estate Investment Opportunities ............................. 25
10.3 Provide Members with Limited Liability ................................................................................................... 26
10.4 Anticipated Property Holding Periods........................................................................................................ 26
10.5 Provide Cash Distribution to Members ...................................................................................................... 26
10.6 Provide for Self-Liquidation ............................................................................................................................ 26
10.7 Allow Class A Members Minimal Involvement in Management....................................................... 26
10.8 Keep Members Apprised of Property Affairs ........................................................................................... 27
11. Property Information and Exhibits................................................................................ 27
11.1 Title Insurance....................................................................................................................................................... 27
11.2 Insurance Policies ................................................................................................................................................ 27
11.3 Other Documents.................................................................................................................................................. 27
11.4 Exhibit List............................................................................................................................................................... 27
12. Federal Taxes ................................................................................................................. 28
12.1 Reporting Status of the Company.................................................................................................................. 28
12.2 Taxation of Members .......................................................................................................................................... 28
12.3 Basis of the Company.......................................................................................................................................... 28
12.4 Basis of a Member ................................................................................................................................................ 29
12.5 Deductibility of Prepaid and Other Expenses .......................................................................................... 29
12.6 Taxable Gain ........................................................................................................................................................... 29
12.7 Tax Returns and Tax Information ................................................................................................................. 30
13. Definitions ...................................................................................................................... 30
14. The Limited Liability Company Agreement................................................................... 35
15. Offering Exempt from Registration............................................................................... 35
16. Integration...................................................................................................................... 35
17. Limited Time Offering.................................................................................................... 36
18. Signatures....................................................................................................................... 37
Estates at Parklands LLC x Private Placement Memorandum

1. Suitability Standards
The success of a group investment is often enhanced if all of the Members share a common
investment goal, have similar investment experience, and have similar financial capabilities;
therefore the Manager has established Suitability Standards Investors must meet to invest in
the Company for the protection of all Members. The Manager has established these Suitability
Standards after considering the following factors, which each prospective Investor should
carefully consider prior to making an investment decision:
• An investment in real estate has many risk factors associated with it, thus an investment in
these Units involves the risk that Investors may suffer a complete loss of their investment.
• An investment in these Units has little, if any liquidity. It is unlikely that a market for the
resale of these Units will exist. Investors should be prepared to leave their funds invested in
the Company until the sale of the Properties and the subsequent dissolution of the
Company.
• A Member’s return on an investment in these Units will be affected by Federal and State
income taxes. Investors should consider the taxable income (Losses) projected for the
Properties and should understand the importance of their marginal tax bracket in terms of
any projected tax liability or savings.
• The Company intends to use funds raised from this Offering to purchase the Properties in
anticipation that the Properties may produce income and increase in value during its period
of ownership by the Company. However, it is possible that no income will be produced and
no increase in value will be realized due to such things as:
 Fluctuating real estate market conditions in the areas where a Property is located;
 Greater holding costs than anticipated, including property management, marketing,
rehabilitation, and/or closing costs; or
 Lack of qualified buyers or institutional financing at the time a Property is placed on the
market for sale, which may drive down the price of commercial real estate.
1.1 Duration of Investment

An investment in these Units should be considered long-term in nature. Investors should be in a
financial position to hold these Units for approximately two (2) years, however depending on
market conditions, the investment may be sold earlier or held longer. Investors should be
prepared to leave their investment in the Company indefinitely until all Properties are sold.
Investors should be aware that there might be adverse tax consequences of selling their Units
prior to dissolution of the Company.
Estates at Parklands LLC 1 Private Placement Memorandum

1.2 Investor Qualifications; Accredited Investors Only
The Company is offering Interests to Investors under an exemption from securities registration
afforded by Regulation D, Rule 506(c), which requires the Manager to take “reasonable steps”
to verify that each Investor is “Accredited,” prior to allowing them admission to the Company.
There are eight (8) separate definitions of Accredited Investors, under which an Investor may
qualify, each of which is provided below, along with the documents the Investor must provide
to demonstrate its qualifications to invest in this Offering:
1.2.1 Accredited Definition for Individuals; Verification Documents
Definition: Individual Investors who wish to purchase Class A Interests as an Accredited

Investor must provide verification that they meet one of the following Suitability Standards as
defined by SEC Rules 501 and 506; 17 CFR 230.501(a);
• A natural person whose individual net worth or joint net worth with that person’s spouse, at
the time of the purchase of the Class A or Class B Interests, exceeds One Million Dollars
($1,000,000), disregarding any positive equity in their personal residence. Note, however,
that as of February 27, 2012, any loans against the personal residence taken out within the
sixty (60) days prior to a subscription and any negative equity in the personal residence, (as
determined by the Investor), must be considered in the calculation of net worth; or
• A natural person who had individual income in excess of Two Hundred Thousand Dollars
($200,000) in each of the two most recent years or joint income with that person’s spouse in
excess of Three Hundred Thousand Dollars ($300,000) in each of those years and has a
reasonable expectation of reaching the same income level in the current year;
• For an entity such as an Individual Retirement Account (IRA) or Self Employed Person (SEP)
Retirement Account, all of the beneficial owners must meet one of the above standards. The
beneficial owners may be either natural persons or other entities as long as each meets one
of the definitions of an Accredited Investor per bullets 1 or 2 above.
Verification: Under the Regulation D, Rule 506(c) exemption from registration, another third
party verification service, or a licensed professional of the Investor’s choosing, may verify an
individual Investor’s qualifications by examination of documents from one of the following
sources:
• Income-Based Verification – Copies of any IRS document that shows income (W-2, K-1,
1099, 1040, etc.) for the two most recent years, along with written verification that Investor
will reach accredited limits in the current year.
• Net Worth-Based Verification – A copy, within the past three (3) months, of the following:
bank statements, brokerage statements and other statements of securities holdings,
certificates of deposit, tax assessments and appraisal reports issued by independent third

parties; a credit report from at least one of the nationwide consumer reporting agencies is
required; and written statement from the Investor that all liabilities necessary to make a
determination of net worth have been disclosed.
• Third-Party Verification – Written confirmation from a registered broker-dealer, an SEC-
registered investment adviser, a licensed attorney, or a certified public accountant that such
Person has taken reasonable steps to verify that the purchaser is an Accredited Investor
within the prior three months and has determined that such purchaser is an Accredited
Investor.
• Roll-Over Accredited – Those people who were treated as Accredited Investors under a prior
506 offering by the same issuer are deemed to be Accredited Investors in future 506(c)
offerings, provided that such Investor certifies that he is an Accredited Investor.
Individuals who wish to invest in this Offering will be required to provide verification of their
qualifications by one of the means identified above.
1.2.2 Accredited Definition for Legal Entities; Verification Documents
Definition: Investors (other than natural persons) who wish to purchase Class A Interests in this
Offering, must provide verification that they meet one of the following Suitability Standards as
defined by SEC Rules 501 and 506; 17 CFR 230.501(a);
• A charitable organization, corporation, or partnership with assets exceeding Five Million

Dollars ($5,000,000). Management must provide:
 A copy of the formation Certificate and Agreement, and a company resolution or other
document authorizing the investment signed by the requisite parties identified in the
Agreement; and
 Documentation that the company has over Five Million Dollars ($5,000,000) in Assets
such as a bank statement, or financial statement showing its assets and liabilities.
• A business in which all the equity owners are Accredited Investors. Management must
provide:
 A copy of the formation Certificate and Agreement, and a company resolution or other
document from the entity authorizing the investment, signed by the requisite parties
identified in the Agreement; and
 Documentation from each of the equity owners demonstrating that all of the equity
owners are Accredited Investors 1, or a statement to that effect from a CPA, attorney or
registered investment advisor who has examined their qualifications within the last
ninety (90) days.
1
See Section 1.1.1 (Verification) for acceptable documentation from individual equity Investors.

• A trust with assets in excess of Five Million Dollars ($5,000,000) that was not formed to
acquire the Units. The custodian, trustee or agent for the trust must provide:
 A copy of the trust, agency or other agreement and a document authorizing the
investment signed by the requisite parties identified in the Agreement, and
 Documentation that the trust qualifies as an Accredited Investor because: a) it has over
Five Million Dollars ($5,000,000) in Assets, and b) that it was not formed to acquire the
Interests.
• A bank, insurance company, registered investment company 2, business development

company 3, or small business investment company 4. Management must provide:
 Documentation proving its designation as such and a document signed by the requisite
Persons authorizing the investment.
• An employee benefit plan, within the meaning of the Employee Retirement Income Security
Act, if a bank, insurance company, or registered investment adviser makes the investment
decisions, or if the plan has total assets in excess of Five Million Dollars ($5,000,000).
• If an employee benefit plan, within the meaning of the Employee Retirement Income
Security Act, a bank, insurance company, or registered investment adviser must sign the
Subscription Agreement on behalf of the Investor, or provide other documentation that the
plan has total assets in excess of Five Million Dollars ($5,000,000).
1.2.3 Restrictions Imposed by Regulation D, Rule 506(d); Bad Actor Prohibition
Regulation D, Rule 506(d) was adopted by the SEC under the JOBS Act on September 23, 2013.
Rule 506(d) pertains to Investors who acquire more than twenty percent (20%) of the voting
(equity) interests in companies seeking an exemption from securities registration under Rule
506. Such Investors are deemed “covered persons”. If such Investors have been subject to
certain "disqualifying events" (as defined by the SEC), they must either: a) disclose such events
to other Investors (if the disqualifying event occurred before September 23, 2013); or b) own
less than twenty percent (20%) of the voting (equity) Interests in the Company (if the
disqualifying event occurred after September 23, 2013), and c) and they may not participate in
management or fundraising for the Company. Disqualifying events are broadly defined to
include such things as criminal convictions, citations, cease and desist or other final
orders issued by a court, state or federal regulatory agency related to financial matters,
Investors, securities violations, fraud, or misrepresentation.
Investors or other covered persons who do not wish to be subject to this requirement should:
a) acquire less than twenty percent (20%) of the voting Interests in the Company (or ensure
2
Per The Investment Company Act of 1940, Section 3.
3
Per The Investment Company Act of 1940, Section 54.
4
A private investment company licensed by the Small Business Administration.

that the Interests they acquire are non-voting, and b) abstain from participating in management
or fundraising for the Company. Covered persons have a continuing obligation to disclose
disqualifying events both: a) at the time they are admitted to the Company, and b) when such
disqualifying event occurs (if later), for so long as they are participating in the Company. Failure
to do so may cause the Company to lose its Rule 506 securities exemption. A Member who
becomes subject to this provision and fails to report it to the Company may be responsible for
any damages the Company suffers, as a result.
1.3 Investment Unsuitable for 1031 Exchange

The limited liability company Interests being offered in this investment are ineligible for a 1031
exchange. An Investor who may be interested in purchasing or subsequently disposing of their
Interest by means of a tax-deferred exchange should not invest in this Offering.
1.4 Restrictions Imposed by the USA PATRIOT Act; Foreign Investors

1.4.1 Investor Identification Program
To help the government fight the funding of terrorism and money laundering activities, Federal
law requires the Manager to obtain, verify, and record information that identifies each Person
who subscribes to this Offering.
What this means for you: When you subscribe to this Offering, the Manager may ask for your
name, address, date of birth, state and country of residence, and other information that will
allow them to identify you (and every Investor whom your funds represent). The Manager may
also ask to see your driver's license or other government-issued identifying documents. If you
are a non-US Person (i.e., someone who is not a U.S. citizen, a U.S. resident alien, or a person
living in the U.S. at the time of Subscription), additional identification information issued by
your country of residence will be required. If you are unable or unwilling to provide all of the
requested information, the Manager may deny your Subscription to this Offering.
Foreign Investors (i.e., non U.S. Persons) should inquire of the Manager for a complete list of
identifying information that will be required specifically of them. Additionally, foreign Investors
may be required to complete a supplemental Offeree Questionnaire and/or Subscription
Agreement.
1.4.2 Prohibited Transactions with Certain Foreign Investors
The Class A Units may not be offered, sold, transferred or delivered, directly or indirectly, to any
Person who:
• Is named on the list of “specially designated nationals” or “blocked persons” maintained by

the U.S. Office of Foreign Assets Control (“OFAC”) at
http://www.ustreas.gov/offices/enforcement/ofac/sdn/ or as otherwise published from
time to time; and

• (1) An agency of the government of a Sanctioned Country, (2) an organization controlled by a
Sanctioned Country, or (3) a person residing in a Sanctioned Country, to the extent subject
to a sanctions program administered by OFAC. A “Sanctioned Country” shall mean a country
subject to a sanctions program identified on the list maintained by OFAC and available at the
following location http://www.ustreas.gov/offices/enforcement/ofac/sdn/ or as otherwise
published from time to time.
In addition, Interests in the Company may not be offered, sold, transferred or delivered, directly
or indirectly, to any Person who:
• Has more than fifteen percent (15%) of its assets in Sanctioned Countries; or
• Derives more than fifteen percent (15%) of its operating income from investments in, or
transactions with Sanctioned Persons or Sanctioned Countries.
NOTE: IF YOU ARE A NON-U.S.PERSON, THE MANAGER IS REQUIRED TO CHECK YOUR NAME(S)
AGAINST THESE LISTS. IF YOU DO NOT MEET THE REQUIREMENTS DESCRIBED ABOVE, DO NOT
READ FURTHER AND IMMEDIATELY RETURN THIS MEMORANDUM TO THE COMPANY OR THE
APPLICABLE MEMBER OF THE SELLING GROUP. IN THE EVENT YOU DO NOT MEET SUCH
REQUIREMENTS, THIS MEMORANDUM SHALL NOT CONSTITUTE AN OFFER TO SELL INTERESTS
TO YOU.
1.5 ERISA Considerations

The Company will accept investments by employee benefit plans subject to ERISA, including
Individual Retirement Accounts (IRAs). ERISA rules state that, unless exempt, when benefit
plans own twenty-five percent (25%) or more of the total value of any class of Interests offered
by the Company, the Interests may be deemed a “Plan Asset”, which could subject the
Company to additional fiduciary responsibilities, independent auditing, and reporting
requirements. However, the Manager believes that the Assets of the Company will not
constitute Plan Assets within the meaning of the Department of Labor Regulations under an
exemption available when fifty percent (50%) or more of the Assets owned and operated by the
Company are real estate investments.
1.6 Subscriptions Subject to Review and Acceptance by the Manager

The Manager will review the documents provided by prospective purchasers of Class A Units
(hereinafter “Investor” or “Investors”) to ensure that:
• Each Investor has testified that it meets the Suitability Standards established by the
Company set forth in this Section;
• Each Investor has executed and returned the signature and contact information pages of the
Agreement; and

• Each Investor has completely filled out the Subscription Booklet and that the information
provided is consistent with previous information provided to the Manager by the Investor.
Documents presented by Investors who do not meet the Suitability Standards established by
the Manager, or which have not been properly completed, will be promptly rejected or
returned for correction, as applicable. Prior to acceptance, the Manager reserves the right to
refuse a subscription from any prospective Investor at the Manager’s sole discretion and/or to
request additional information to verify an Investor’s suitability for the Offering.
The Manager will indicate acceptance of the Subscription in writing by returning a copy of the
“Receipt and Acknowledgement” page from the Subscription Booklet for prospective Class A
Members (see Exhibit 3).
2. Summary of the Company

2.1 Limited Liability Company
The principal business address of the Company is:
Estates at Parklands LLC

c/o Parklands Management LLC
Vancouver, WA 98663
or such other place as the Manager shall determine.
2.2 Manager
The initial Manager of the Company is Parklands Management LLC (hereinafter, the Manager), a
Washington limited liability company. American Equities, Inc. (Ross Miles, President); MH Zoller
Co. LLC (Mark Zoller, principal); Nex Generation, LLC (Kevin DeFord, principal); Barrcorp, LLC
(Aaron Barr, principal). Ross Miles, Mark Zoller, Kevin DeFord and Aaron Barr, as the principals
of their respective companies, will be making investment decisions on behalf of the Company.
The Manager maintains its office at:
Parklands Management LLC

Vancouver, WA 98663
2.3 Members
The Company will have multiple classes of Members as further described below:

2.3.1 Class A Members
The Company will sell investment units (Units or Interests) in the Company to Investors to raise
capital for organization of the Company and acquisition expenses including the down payment,
due diligence, loan fees, and closing costs, necessary for acquisition, and repairs and
maintenance during ownership of the Properties. Investors who acquire Interests in the
Company will become Class A Members of the Company. Class A Units will comprise ninety-nine
(99%) of the total Interests in the Company.
The Minimum Investment Amount required of a single investor is Fifty Thousand Dollars
($50,000) or the purchase of five (5) Class A Units. The Manager reserves the right to accept
less than the Minimum investment Amount from a single Class A Investor in order to reach the
Minimum Dollar Amount to “break impounds” (i.e., use Investor funds), or to achieve the
Maximum Dollar Amount of the Offering; or in limited circumstances at the Manager’s sole
discretion. The Maximum Investment Amount allowed of a single Class A Investor is One Million
Four Hundred Thousand Dollars ($1,400,000), or the purchase of one thousand four hundred
(1,400) Class A Units.
2.3.2 Class B Members
On startup of the Company, Parklands Management LLC (or its members and their Affiliates, or
others whom the Manager may admit as Class B Members) will retain ownership of one percent
(1%) of the Membership Interests in the Company in the form of Class B Interests in exchange
for a total Capital Contribution of One Thousand Dollars ($1,000) and for noncapital
contributions in the form of past services they have contributed to make this investment
opportunity available to the Class A Members. The Class B Interests shall be irrevocable, and
subordinate to the Class A Interests.
2.4 Class A Members May Also Be Lot Purchasers

A Class A Member may also be a lot purchaser, at the same terms and conditions as a member
of the public may purchase a lot. For example, a Class A Member may invest Two Hundred
Thousand Dollars ($200,000) through the purchase of Interests in the Company and additionally
contract with the Company to purchase a lot priced at Four Hundred Thousand Dollars
($400,000). To facilitate the closing of the purchase of the lot, the Class A Member will receive a
return of their initial investment of Two Hundred Thousand Dollars ($200,000), through escrow,
and complete the $400,000 purchase price by depositing another Two Hundred Thousand
Dollars ($200,000) into escrow.
If a Class A Member invested Four Hundred Thousand Dollars ($400,000) in the Company and
purchased a lot costing Four Hundred Thousand Dollars ($400,000), to facilitate the closing of
the purchase, the full Four Hundred Thousand Dollars ($400,000) will be returned to the Class A
Member, through the purchase escrow.

2.5 Term of the Company
The Company commenced upon the filing of its Certificate of Formation and shall be perpetual
unless sooner terminated under the provisions found in Article 14 of the Agreement.
2.6 Timing of the Offering

The Offering commenced on February 6, 2017. If the Minimum Dollar Amount has not been
raised by June 1, 2017. the Manager will not Break Impounds and all funds, including any
interest earned thereon, will be returned to the Investors without deduction. The Manager
expects to leave the Offering open to new Members until the Maximum Dollar Amount is raised
or September 1, 2017, whichever comes first, however, the Manager may extend the Offering
Period for up to ninety (90) days, at its discretion .
The Manager may rescind the Offering for any reason prior to Breaking Impounds or may close
the Offering to new Members at any time.
2.7 Specified Offering

The Company intends to use the funds generated from the Offering of Class A Interests in the
Company to purchase and develop a parcel of land which has preliminary approval for forty-one
(41) total lots, contained within a planned, gated residential subdivision within the city limits of
Camas, Washington. The development borders the beautiful Camas Meadows Golf Course at
the north end of Lacamas Lake. Of the forty-one (41) home sites, twenty-three (23) back up to
either a forested preserve or are along the golf course.
Additional information about the Properties and the Manager’s investment strategies are
provided in the Investment Summary attached hereto as Exhibit 4.
2.7.1 Financing
The Company does not intend to use leverage in the purchase of the Properties. However, the
Company may use third party financing if required to protect the investment of the Members.
2.8 Investment Objective

The Company intends to own the Properties until they are eventually sold, in such a manner as
to provide its Members with a return on their investment. The Company’s Investment
Objectives and Policies are provided in Section 10.
2.9 Limited Voting Rights of Members

The Class A Units offered for sale to prospective Members of the Company via this
Memorandum have limited voting rights. There are limited events on which the Class A
Members can vote. A vote of seventy-five percent (75%) of the Class A Members’ Interests will
be required to remove the Manager for Good Cause (as defined in the Agreement), or to

determine a preferred exit strategy for the Properties other than a sale. A unanimous vote of
the Class A and Class B Members will be required to substantively amend the Agreement. Other
matters will require a vote of Members representing a majority of the Class A Interests. The
matters on which Class A Members may vote and the requisite Percentage Interests are
summarized in Article 7.4 of the Agreement.
2.10 Depreciation Method to Be Used

It is unlikely that the Company will be available to use depreciation deductions during the
holding period of the Properties.
2.11 Company is Self-Liquidating

The investment objectives and policies of the Company are provided in Section 10 of this
Memorandum, state that the Company will be self-liquidating, in that, upon sale of the all of
the Properties, the Company will be dissolved.
2.12 Definition of Terms

The capitalized terms or phrases used in this Memorandum are defined in Section 13 hereof.
REST OF PAGE INTENTIONALLY LEFT BLANK

3. Source and Use of Proceeds
The following table summarizes the source and use of proceeds from this Offering.
TABLE 3.1
SOURCE AND USE OF PROCEEDS
Minimum Dollar Maximum Dollar

Description Amount Percent Amount Percent
(See Section 3.1) (See Section 3.2)
Gross Offering Proceeds (see Section 3.3) $3,250,000 100.00% $7,750,000 100.00%
Legal Expenses $12,500 0.40% $12,500 0.16%
Selling Commissions $97,500 3.00% $232,500 3.00%
Proceeds Available for Investment $3,140,000 96.62% $7,505,000 96.84%
Acquisition of Land $3,140,000 96.62% $7,405,000 95.55%
Working Capital and Reserves $0 0.00% $100,000 1.29%
Proceeds Available for Investment $3,140,000 96.62% $$7,466,250 96.84%
Total Application of Proceeds $3,250,000 100.00% $7,750,000 100.00%
3.1 Minimum Dollar Amount

The Minimum Dollar Amount of Three Million Two Hundred Fifty Thousand Dollars ($3,250,000)
shown in Table 3.1 above reflects the dollar amount of the minimum number of Class A Units
(3,250) that must be sold before Breaking Impounds.
3.2 Maximum Dollar Amount

The Maximum Dollar Amount of Seven Million Seven Hundred Fifty Thousand Dollars
($7,750,000) shown in Table 3.1 above reflects the dollar amount of the maximum number of
Class A Units (7,750) that may be sold via this Offering, although the Manager reserves the right
to terminate the Offering prior to raising the Maximum Dollar Amount.
3.3 Closing Costs/Loan Fees

Some of the proceeds may be used to pay the Manager, its Affiliates, or third parties for
expenses related to acquisition of each Property.

3.4 Working Capital and Reserves
Any proceeds of the Offering that are not used to acquire the Properties may be held in the
Company bank account for use as Working Capital and Reserves during operation of the
Company. Working Capital and Reserves may be accumulated from cash flow during operation
of the Company and any capital improvements. Distributions to the Members may be deferred
at as the Manager’s sole discretion.
4. Distributions to Members
The Members may receive Distributable Cash from the Company as authorized in the
Agreement. In general, the Manager intends to operate the Company in such a manner as to
generate Distributable Cash it can share with the Members.
Distributable Cash shall be determined in the sole discretion of the Manager after the Class A
Member, who is also a lot purchaser, receives a return of their initial Capital Contribution and
after withholding sufficient Working Capital and Reserves. Distributions to Class A Members,
when made, will be allocated among them in proportion to their Percentage Interests in the
Class A Units.
Distributable Cash, if any will be distributed as described in Sections 4.1 and 4.2 below,
depending on the phase of operation of the Company. Distributions will be evaluated on a
quarterly basis, although the Manager does not expect to generate any Distributable Cash from
operations of the Company, but anticipates that Distributions will first be available once the
Company begins the process of selling the improved lots.
4.1 Cash Distributions During Company Operations

The Company does not anticipate making any Cash Distributions until it begins to sell the
Properties, per Section 4 above.
4.2 Cash Distributions from Capital Transactions

Distributable Cash, if any, from a Capital Transaction, such as sale of one or more of the
Properties, will be distributed in the order provided below until expended:
• First, on sale of the Properties, Class A Members will receive all of the Distributable Cash
until one hundred percent (100%) of their initial Capital Contributions have been returned;
then
• Second, the Class A Members will receive a ten percent (10%) cumulative, annual preferred
return, based on the amount of each Class A Member’s Unreturned Capital Contribution;
and

• Third, any remaining Distributable Cash will be split 10/90 between the Class A Members
and the Class B Members, with the Class A Members receiving ten percent (10%) and the
Class B Members receiving ninety percent (90%).
For the purposes of Cash Distribution calculations only, all Distributions from Capital
Transactions will be treated as a return of capital until the Members have received one
hundred percent (100%) of their initial Capital Contributions, after which any further returns
will be a return on investment.
4.3 Cash Distributions on Dissolution and Termination

The Company shall be dissolved on the disposition of all of the Properties, per bullets 1 through
3 below.
• First, to pay the creditors of the Company, including the Manager, a Member, or a third
party who has loaned or advanced money to the Company or has deferred any Fees;
• Second, to establish Reserves against anticipated or unanticipated Company liabilities; and
• Third, to the Members as described in Section 4.2 hereof.
5. Manager’s Fees and Compensation to Affiliated

Third Parties
In addition to the Cash Distributions described in Sections 4.1 and 4.2, the Manager, its
members or Affiliates may earn additional compensation in the form of Fees, real estate or
property management commissions, interest, or other compensation as further described in
Table 5.1 below. Such compensation will be paid as an expense of the Company prior to
determining Distributable Cash. Manager’s Fees are authorized in Article 5 of the Agreement.
The Manager reserves the right to defer collection of any compensation from the time it is
earned until sufficient cash is available without forfeiting any right to collect, and may earn
interest on any deferred compensation.
Table 5.1
Manager’s Fees and Compensation to Affiliated Third Parties
Description Frequency Basis for Fee When Earned Amount
Asset Recurring, fee; Compensation to the Manager Upon the acquisition $40,000
Management may be paid for overseeing the Company of the Property. monthly flat
Fee monthly, as the (including oversight of rate.
Manager Investors, contractors,
deems vendors, accounting, reporting,
appropriate lot closing management,
overseeing marketing of the
lots and the management of
the Company).

Table 5.1
Manager’s Fees and Compensation to Affiliated Third Parties
Description Frequency Basis for Fee When Earned Amount
Interest on Monthly The Manager may earn Interest Starts on date Fee 10% of the
Deferred Fees on any deferred Fees, Manager earned for duration of deferred Fee or
or Manager Advances or unpaid expenses deferment Advance, if any
Advances that are not collected when
earned or due
Real Estate For the sale of The Manager may hire an Upon the sale of the Indeterminate;
Sales the Company Affiliated (or unaffiliated) real individual lots. commensurate
Commissions Properties estate brokerage firm to with local fees
provide sales activities related for such
to the Properties. The sales services.
commissions will be
commensurate with local rates.
5.1 Real Estate Sales Commissions

Heather DeFord is the spouse of the principal of Nex Generation, LLC (which is a member of the
Manager), and is Washington real estate licensee. As such, she may earn a commission on the
sale of lots owned by the Company, at the time that they are sold. Real estate commissions will
be commensurate with local rates.
6. Conflicts of Interest
It is possible that conflicts of interest will arise between the Company and the Manager and/or
Affiliates of the Manager. Potential conflicts may be, but are not limited to the following:
6.1 The Class A Investors May Be Allowed to Purchase Homes

Class A Investors will be able to purchase lots at the same price as the general public. This is not
expected to have any effect on the interests or the rights of other Class A Investors.
6.2 Manager May Be Involved in Similar Investments

The Manager may act as a manager or be a member in other limited liability companies
engaged in making similar investments to those contemplated to be made by the Company. To
the extent its time is required on other business and ownership management activities the
Manager may have diminished ability to be involved in the day-to-day monitoring of the
Company’s operations.

6.3 Manager Has Interests in Similar Properties
The Manager, or an Affiliate, may own other developed or undeveloped lots in the neighboring
communities of where the Properties are located.
6.4 Manager May Act on Behalf of Others

The Manager may act in such capacity for other Investors, companies, partnerships, or entities
that may compete with the Company for Investors and its time and resources.
6.5 Manager May Raise Capital for Others

The Manager, who will raise investment funds for the Company, may act in the same capacity
for other Investors, companies, partnerships, or entities that may compete with the Company
for investors.
6.6 Manager’s Compensation May Create a Conflict

The Manager will receive compensation from this Offering as described in Sections 4 and 5. The
Manager’s interest in earning its own compensation may create a conflict between the
interests of the Manager and those of the Company.
6.7 The Manager May Hire Affiliates or Delegates

The Manager may hire an Affiliate of the Manager or a Member, or other unaffiliated
delegates, vendors or suppliers to provide other services to the Company on its behalf. Fees for
such services will be commensurate with rates charged by local providers of such services.
6.8 No Arms-Length Negotiation

Neither the Agreement nor any of the agreements, contracts and arrangements between the
Company and the Manager were or will be the result of arm’s-length negotiations. The
attorneys, accountants and others who have performed services for the Manager in connection
with this Offering, and who will perform services for the Manager in the future, have been and
will be selected by the Manager. No independent counsel has been retained to represent
Investors’ interests, or the interests of the Company, and the Agreement has not been
reviewed by any attorney on the Investors’ behalf. Each prospective Investor should consult its
own counsel as to the terms and provisions of the Agreement, this Memorandum and all
Exhibits hereto.

7. Duties of Manager to the Members; Indemnification
7.1 Fiduciary Duties of the Manager to the Company
The fiduciary duties the Manager owes to the Company and the other Members include only
the duty of care, the duty of disclosure and the duty of loyalty, as set forth in the Agreement,
Article 6.9. A Member has a right to expect that the Manager will do the following:
• Use its best efforts when acting on the Member’s behalf,

• Not act in any manner adverse or contrary to the Member’s interests,
• Not act on its own behalf in relation to its own interests, and
• Exercise all of the skill, care, and due diligence at its disposal.
In addition, the Manager is required to make truthful and complete disclosures so that the
Members can make informed decisions. The Manager is forbidden to obtain an advantage at
the expense of any of the Members, without prior disclosure to the Company and the
Members.
7.2 Indemnification of Manager

The Agreement provides an indemnification of the Manager for liabilities the Manager incurs in
dealings with third parties on behalf of the Company. The Company is bound to indemnify and
hold the Manager harmless for any acts or omissions within the authority granted to the
Manager, unless the Manager engages in willful misconduct, bad faith, or fraud. Further, the
Agreement contains a provision that each of the Members shall indemnify and hold harmless
the Manager for any liability associated with any misrepresentation(s) by them as to their
suitability for membership in the Company, based on the Suitability Standards established by
the Manager in Section 1 hereof.
This indemnification will provide the Members with a more limited right of action against the
Manager than they would have if the indemnification were not in the Agreement. This provision
does not include indemnification for liabilities arising under the Securities Act of 1933, as, in the
opinion of the Securities and Exchange Commission (“SEC”), such indemnification is contrary to
public policy.
The complete indemnification provisions are contained in Article 6.11 of the Agreement.

8. Risk Factors
8.1 Risk Factors Related to the Company
8.1.1 Company Has No Track Record
The Company is newly formed and has no operational history. It will be managed by the
Manager, who has prior experience in real estate projects. See Section 9 below. An Interest in
the Company is a speculative investment involving a high degree of risk.
8.1.2 Success of the Company Depends on the Manager’s Abilities
The success of the Company depends upon the Manager’s ability to acquire lots, oversee
develop and eventually dispose of the Properties in a manner that produces Distributable Cash.
Members of the Manager have experience with similar properties.
The Company will be particularly dependent upon the efforts, experience, contacts and skills of
the members of the Manager. The loss of any such individual could have a material, adverse
effect on the Company, and such loss could occur at any time due to death, disability, divorce,
resignation or other reasons.
8.1.3 Lack of Control and Limited Voting Rights of the Class A Members
The Class A Members will have no control over the Company’s day-to-day operations, and will
be able to vote only on certain, specified decisions including replacement of the Manager for
“Good Cause,” amendment of the Agreement, or expulsion of a Member, and other limited
decisions. A summary of Member voting rights is provided in Article 7.4 of the Agreement.
8.1.4 Limited Transferability or Liquidity of Class A Interests
The Interests are being offered and sold without registration under the Securities Act or the
securities laws of any state, in reliance upon the exemptions from registration provided by
sections 3(b), and 4(2) of the Securities Act and Regulation D promulgated thereunder and
certain exemptions from registration and/or qualification under applicable state securities laws
and regulations. When subscribing for Interests, each Member agrees to not resell or offer for
resale any of the Interests unless the Interests are registered and/or qualified under the
Securities Act and applicable state securities laws or unless an exemption from such registration
and qualification is available. Furthermore, the Manager may prohibit transfers that would
terminate the Company for tax purposes, that would violate the Securities Act or any rules or
regulations thereunder, or any applicable state securities laws or any rules or regulations
thereunder, that would subject the Company to the reporting or registration requirements of
the Securities Exchange Act of 1934, or that would result in the treatment of the Company as an
association taxable as a corporation.

There is no public market for the Interests and it is extremely unlikely that any will ever
develop. As a result, the investment in the Company is illiquid should a Class A Member desire
to liquidate their Interest prior to dissolution or termination of the Company. An Investor may
be unable to liquidate their investment in the Company even in an emergency. The Company
has no obligation, and does not intend, to cause the Interests to be registered under the
Securities Act or registered or qualified under the securities laws of any state or to comply with
any other provision of law which would permit the Interests to be readily marketable by an
Investor. Members have no right to require registration, to cause the Company to comply with
any exemption, or to cause the Company to supply information necessary to enable the
Members to make sales. For all of the foregoing reasons, the Interests should be acquired only
as a long-term investment.
There is a risk that no market for the Class A Units exists and If a Class A Member attempts to
sell their Class A Units prior to the dissolution of the Company, there is no certainty that the
Class A Units can be sold for full market value or that the Units may be sold at any price.
8.1.5 Lack of Capital Could Inhibit Meeting Company Objectives
There is a risk that the amount of capital raised in this Offering will be insufficient to meet the
investment objectives or operational requirements of the Company. If there is a shortage of
capital, the Manager will use its best efforts to obtain funds from a third party. Obtaining funds
from a third party may require an increase in the amount of financing the Company will be
obligated to repay. In addition, there is no certainty that funds from a third party will be
available at a reasonable cost, requiring a capital call from all Members if approved by a
Majority of Interests (per Article 2.3 of the Agreement). If the Manager or requisite Members
do not approve such a vote, the Manager’s only recourse would be to provide an Advance of its
own funds, or obtain a loan from a Member or a third party, which may or may not be available
on terms advantageous to the Company.
If insufficient capital is raised from this Offering, capital improvements planned by the Manager
will be delayed until sufficient cash flow is generated from the sale of the Properties, if ever.
This could impact the ability of the Company to achieve some of its investment objectives
identified in Section 10 hereof.
8.1.6 Risk of Not Receiving Any Distributable Cash
Cash flow Distributions will only be available to the extent there is cash flow after the sale of
the Properties. Additionally, even if there is cash flow from the sale of the Properties, the
Manager of this Company, in its sole discretion, may cause the Company to retain some or all of
such funds for working capital purposes and other reserves. Therefore, there can be no
assurance as to when or whether there will be any Cash Distributions from the Company to the
Members. It is possible that the Company will not achieve any Distributable Cash and that the
Members may not receive any Cash Distributions at all.

8.1.7 Lack of Diversification
The Company will own no significant assets other than the Properties. The Company has no
plans to diversify its investments and minimize the effects of changes in the real estate market
in the Properties’ competitive area. The success of the Company, therefore, will be totally
dependent on the success of these Properties and its successful management and operation by
the Manager.
8.1.8 Special Risks for Investors Who Acquire More Than 20% of the Equity Interests
Such Investors May Need to Qualify and Sign Loan Documents for the Property
The lender for the Properties may require underwriting of Investors who purchase twenty
percent (20%) or more of the Interests in the Company. This could require that such Investors
provide individual financial statements and sign loan documents or personally guarantee loans
on behalf of the Company. Investors who do not wish to be subject to this requirement should
acquire less than twenty percent (20%) of the Interests in the Company, which may be a
variable amount, depending on whether the Minimum or Maximum Dollar Amount of the
offering is raised.
Such Investors May Be Subject to the Bad Actor Provisions of Rule 506(d)
Regulation D, Rule 506(d) was adopted by the SEC under the JOBS Act on September 23, 2013.
Rule 506(d) pertains to Investors (“covered persons”) who acquire more than twenty percent
(20%) of the voting (equity) interests in companies seeking an exemption from securities
registration under Rule 506. If such Investors have been subject to certain "disqualifying
events" (as defined by the SEC), they are required to either: a) disclose such events to other
Investors (if they occurred before September 23, 2013); or b) own less than twenty percent
(20%) of the voting (equity) Interests in the Company (if they occurred after September 23,
2013), and c) and they may not participate in management or fundraising for the Company.
Disqualifying events are broadly defined to include such things as criminal convictions, citations,
cease and desist or other final orders issued by a court, state or federal regulatory agency
related to financial matters, Investors, securities violations, fraud, or misrepresentation.
Investors or other covered persons who do not wish to be subject to this requirement should:
a) acquire less than twenty percent (20%) of the voting Interests in the Company (or ensure
that the Interests they acquire are non-voting), and b) abstain from participating in
management or fundraising for the Company. Covered persons have a continuing obligation to
disclose disqualifying events both: a) at the time they are admitted to the Company, and b)
when such disqualifying event occurs (if later), for so long as they are participating in the
Company. Failure to do so may cause the Company to lose its Rule 506 securities exemption.
8.1.9 Investors Not Represented by Independent Counsel
The prospective Investors as a group have not been represented by independent counsel in
connection with the formation of the Company or this Offering. The Limited Liability Company

Agreement and amendments thereto have been prepared by counsel for the Manager and such
counsel owes no duties of any kind to any other Members of the Company. Counsel for the
Manager is not responsible for checking the background of the Manager or its Affiliates, nor is
such counsel responsible for checking the background of any Investor or other Member of the
Company. In addition, counsel for the Manager has no duty to enforce or check the Members’
compliance with the Suitability Standards set forth by the Manager in Section 1 hereof.
8.2 Risk Factors Relating to the Property

8.2.1 Due Diligence May Not Uncover All Material Facts
The Manager has prior experience in other real estate projects and has endeavored to obtain
and verify material facts regarding these Properties. It is possible, however, that the Manager
has not discovered certain material facts about the Properties, because information presented
by the sellers may have been prepared in an incomplete or misleading fashion, and material
facts related to the Properties may not be discovered until the Company owns the Properties.
8.2.2 Financial Projections May Be Wrong
The Manager has made certain financial projections concerning the future performance of the
Property which have been provided to potential Investors in the Investment Summary attached
to this Memorandum as Exhibit 4, and incorporated herein by reference. These projections are
based on assumptions of an arbitrary nature and may prove to be materially incorrect. No
assurance is given that actual results will correspond with the results contemplated by these
projections. Investors should satisfy themselves as to the plausibility of the Manager’s
assumptions.
These and all other financial projections, and any other statements previously provided to
Investors relating to the Company or its prospective business operations that are not historical
facts, are forward-looking statements that involve risks and uncertainties. Sentences or phrases
that use such words as "believes," "anticipates," "plans," "may," "hopes," "can," "will,"
"expects," "is designed to," "with the intent," "potential" and others indicate forward-looking
statements, but their absence does not mean that a statement is not forward-looking.
Although such statements are based on the Manager’s current estimates and expectations, and
currently available competitive, financial, and economic data, forward-looking statements are
inherently uncertain. A variety of factors could cause business conditions and results to differ
materially from what is contained in any such forward-looking statements.
It is possible that actual results from operation of the Company will be significantly different
than the returns anticipated by the Manager and/or that the projected returns may not be
realized in the timeframe projected by the Manager, if at all.

8.2.3 Regional, State and Local Economic Conditions
Performance of the Properties is likely to be dependent upon the condition of the economy in
the area where each Property is located. The Manager expects to hold the Properties for two
(2) years. However, there is a risk that at the time of the projected sale of a Property, the
marketplace may be different than projected, which may require a Property to be held longer
than anticipated, or sold at a loss. Despite the Manager’s projections, an Investor should be
prepared to leave their Capital Contribution with the Company until the Properties are sold.
8.3 Risks Related to Owning Real Estate

8.3.1 General Risks of Real Estate Investing
Factors which could affect the Company’s ownership of income-producing property might
include, but are not limited to any or all of the following: changing environmental regulations,
adverse use of adjacent or neighboring real estate, changes in the demand for or supply of
competing property, local economic factors which could result in the reduction of the fair
market value of the Properties, uninsured Losses, significant unforeseen changes in general or
local economic conditions, inability of the Company to obtain any required permits or
entitlements for a reasonable cost or on reasonable conditions or within a reasonable time
frame or at all, inability of the Company to obtain the services of appropriate consultants at the
proposed cost, changes in legal requirements for any needed permits or entitlements, problems
caused by the presence of environmental hazards on the Property, changes in Federal or state
regulations applicable to real property, failure of a lender to approve a loan on terms and
conditions acceptable to the Company, lack of adequate availability of liability insurance or all-
risk or other types of required insurance at a commercially-reasonable price, shortages or
reductions in available energy, or acts of God or other calamities. Furthermore, there could be
a loss of liquidity in the capital markets such that refinancing or sale of the Properties may be
hindered.
The Company's investment in the Properties will be additionally subject to the risks and other
factors generally incident to the ownership of real property, including such things as the effects
of inflation or deflation, inability to control future operating costs, vandalism, uncertainty of
cash flow, the availability and costs of borrowed funds, the general level of real estate values,
competition from other property, residential patterns and uses, general economic conditions
(national, regional, and local), the general suitability of a Property to its market area,
governmental rules and fiscal policies, acts of God, and other factors beyond the control of the
Company or the Manager.
8.3.2 Uninsured and Underinsured Losses; Availability and Cost of Insurance
The Properties are located in southwest Washington. This geographic area may be at risk for
damage to property due to certain weather-related and environmental events, including such
things as severe thunderstorms, flooding, snow and ice. To the extent possible, the Manager
will attempt to acquire insurance against fire or environmental hazards. However, such

insurance may not be available in all areas, nor are all hazards insurable as some may be
deemed acts of God or be subject to other policy exclusions.
All decisions relating to the type, quality and amount of insurance to be placed on the
Properties are made exclusively by the Manager. Certain types of losses, generally of a
catastrophic nature (such as ice or wind damage, and floods) may be uninsurable, not fully
insured or not economically insurable. This may result in insurance coverage that, in the event
of a substantial loss, would not be sufficient to pay the full prevailing market value or prevailing
replacement cost of a Property. Inflation, changes ordinances, environmental considerations,
and other factors also might make it unfeasible to use insurance proceeds to replace a Property
after the Property has been damaged or destroyed. Under such circumstances, the insurance
proceeds received might not be adequate to restore a Property.
Recently, the cost of certain types of insurance, such as hurricane, flood and earthquake
coverage, has risen substantially. In some instances, insurance has become unavailable. The
Company may proceed without insurance coverage for certain risks if it cannot secure an
appropriate policy or if the Manager believes that the cost of the policy is too high with respect
to the risks to be insured. Changes in the availability and cost of insurance may cause the
Company to obtain different types and/or amounts of coverage for the Properties than may
have been obtained for similar properties in the past.
Furthermore, an insurance company may deny coverage for certain claims, and/or determine
that the value of the claim is less than the cost to restore a Property, and a lawsuit could have
to be initiated to force them to provide coverage, resulting in further losses in income to the
Company. Additionally, the Property may now contain or come to contain mold, which may not
be covered by insurance and has been linked to health issues.
8.3.3 Liability for Environmental Issues
Under various federal, state and local environmental and public health laws, regulations and
ordinances, the Company may be required, regardless of knowledge or responsibility, to
investigate and remediate the effects of hazardous or toxic substances or petroleum product
releases (including in some cases natural substances such as methane or radon gas) and may be
held liable under these laws or common law to a governmental entity or to third parties for
property, personal injury or natural resources damages and for investigation and remediation
costs incurred as a result of the real or suspected presence of these substances in soil or
groundwater beneath a Property. These damages and costs may be substantial and may exceed
insurance coverage the Company has for such events.
The Manager will attempt to limit exposure to such conditions by conducting due diligence on
the Properties, however, all or some of these conditions may not be discovered or occur until
after the Property has been acquired by the Company.

8.3.4 Federal, State and Local Regulations May Change
There is a risk of a change in the current Federal, state and local regulations as it may relate to
the operations of the Company in the area of approved property use, zoning and environmental
regulations, or property taxes, among other regulations.
8.3.5 Title Insurance May Not Cover All Title Defects
The Manager will acquire title insurance on the Properties, but It is possible that uninsured title
defects could arise in the future, which the Company may have to defend or otherwise resolve,
the cost of which may impact the profitability of the Property and/or the Company as a whole.
8.3.6 Compliance with Americans With Disabilities Act
Under the Americans With Disabilities Act of 1990 (the ADA), all public accommodations are
required to meet certain federal requirements related to access and use by disabled persons. A
determination that a Property is not in compliance with the ADA could result in imposition of
fines or an award of damages to private litigants. If substantial modifications are made to
comply with the ADA, the Company’s ability to make distributions to its Members may be
impaired.
8.4 Risk Factors Involving Income Taxes

8.4.1 The Manager Will Not Obtain an IRS Ruling
The Company will elect to be treated as a partnership for Federal income tax purposes. The
Manager has determined not to obtain a ruling from the Internal Revenue Service (IRS) as to
the tax status of the group.
8.4.2 Registration as a Tax Shelter
The Company may be required to register with the Internal Revenue Service as a "tax shelter."
8.4.3 Tax Liability May Exceed Cash Distributions from Operations of the Company
As a result of decisions of the Manager in operating the Company, which may require the
suspension of Cash Distributions due to a need to maintain a higher level of cash Reserves,
along with other events, there is a risk that, in any tax year, the tax liability owed by a Member
will exceed its Cash Distribution in that year, resulting in a phenomenon known as “phantom
income”. As a result, some or all of the payment of taxes may be an out-of-pocket expense of
the Member. The Manager will attempt to make Distributions in such a manner that a
Member’s tax liability will be covered, to the extent Distributable Cash is available.

8.4.4 Tax Liability May Exceed Cash Distribution on Property Disposition
There is a risk that on disposition of a Property, the tax liability of the Member may exceed the
Distributable Cash available. In the event of an involuntary disposition of a Property, there is
the possibility of a Member having a larger tax liability than the amount of cash available for
Distribution at the time of the event, or at any time in the future.
8.4.5 Risk of Audit of Member’s Returns
There is a risk that an audit of the Company’s records could trigger an audit of the individual
Member’s tax records.
8.4.6 Risk That Federal or State Income Tax Laws Will Change
There is a risk associated with the possibility that the Federal or state income tax laws may
change affecting the projected results of an investment in the Company. There is a possibility
that in the future Congress may make substantial changes in the Federal tax laws that apply to
the Company and its Members.
8.4.7 Risk That Income Tax Returns May Not Be Timely Prepared
If the Company is unable to prepare and deliver its Federal or state income tax returns in a
timely manner, the Members may be forced to file an extension on their individual income tax
returns and may incur a cost to do so, including possible penalties to the Federal and state
governments. If the Company is unable to prepare and deliver the Federal or state income tax
returns at all, the Members may be required to incur additional expenses in employing
independent accountants to complete the returns.
8.4.8 Losses Limited to Amounts at Risk
The extent to which a Member may utilize losses from the Company will be limited to the
amount the Member is found to be "at risk" with respect to the Company.
8.4.9 Limitations on Use of Passive Losses
Losses from a passive activity are not allowed to offset other types of income, such as salary,
active business income, and "portfolio income," and may offset income only from other passive
activities. The Company anticipates that most of the net income (if any) allocated to the
Members may be used by the Members to offset their "passive activity losses," if any.

9. Prior Performance of the Company, the Manager and
Affiliates
9.1 History of the Company and Manager
The Company is newly formed specifically for the purposes stated herein and in the Investment
Summary (Exhibit 4) and has no experience raising and investing funds in any company or
Properties or in any investments of the type contemplated by this Offering. However, members
of the Manager have prior experience in acquiring and developing lots, constructing houses,
and managing or selling such Properties, and have been involved with several pooled
investment vehicles involving construction of residential homes on lots in other subdivisions.
The Manager will provide investors with additional information about its prior track record with
such properties on request.
9.2 Financial Statements of the Company

The Company is newly formed and does not have an audited financial statement. The Manager
will obtain unaudited financial statements for the Company at the end of the Fiscal Year for
distribution to the Members.
9.3 Financial Statements of the Manager

The Manager will not make its financial statements available for the Members to review.
10. Investment Objectives and Policies

10.1 Construct and Dispose of the Properties
The Company intends to use the funds generated from the Offering of Class A Interests in the Company
to purchase and develop a parcel of land which has preliminary approval for 41 total lots, contained
within a planned, gated residential subdivision within the city limits of Camas, WA. The development
borders the beautiful Camas Meadows Golf Course at the north end of Lacamas Lake. 23 of the 41
home sites back up to either a forested preserve or are along the golf course.
10.2 Provide Members with Commercial Real Estate Investment

Opportunities
One of the specific investment Company objectives is to provide the Members with an
opportunity to participate in real estate investment opportunities as part of a group, in order
to avail themselves of group ownership benefits, such as commercial property ownership,
limited liability, professional property management, and tax benefits that may not otherwise be
available to individual Investors. The Company’s policy is to own and dispose of the Properties
on behalf of the Members.

10.3 Provide Members with Limited Liability
One of the specific investment objectives is to provide the Members with limited liability for
events at the Properties and/or actions of the Manager. The Company’s policy will be to
operate the Company in such a manner that each Member remains a passive Investor in order
to minimize their potential liability regarding operation of the Company and to operate the
Company in such a manner as to afford liability protection to the outside assets of the
Members to the extent allowed under Washington limited liability company laws.
10.4 Anticipated Property Holding Periods

The Company’s investment objective is to own the Properties until they can be sold and the
proceeds distributed. However, the Company may hold the Properties longer, or until market
conditions for sale of the Properties are optimal. Furthermore, the Manager will continually
explore opportunities for sale of the Properties, which may occur earlier than the projected
hold time. If the Property is sold earlier than anticipated, it may result in an early return of the
Members’ Capital Contributions.
If market conditions preclude disposition of all Properties owned by the Company at the end of
the projected time, the life of the Company may be extended and operations of the Company
will need to continue until more favorable market conditions occur and each Property can be
sold. Investors may not cash out their investment until all Properties have been sold and the
Manager has distributed a return of the Members’ Capital Contributions.
10.5 Provide Cash Distribution to Members

An investment objective of the Company is to generate Distributable Cash from resale of the
Properties for Distribution to the Members. Returns will be paid from Company profits
generated from the sale of the Properties as described in Section 4 hereof and Article 4 of the
Agreement.
10.6 Provide for Self-Liquidation

An investment objective of the Company is to manage the Company so that it will be self-
liquidating. The Company policy will be to dissolve the Company at such time as the Properties
have been sold, unless all of the Members have elected to continue the Company.
10.7 Allow Class A Members Minimal Involvement in Management

An investment objective of the Company is to provide the Class A Members with an investment
that requires minimal involvement in property or asset management. The Company policy will
be for the Manager to make all decisions regarding the Properties on behalf of the Company.
Parklands Management LLC is the initial Manager of the Company and shall manage all business
and affairs of the Company unless it is removed for Good Cause (as defined in the Agreement)

or resigns. The Manager shall direct, manage, and control the Company to the best of its ability
and shall have full and complete authority, power, and discretion to make any and all decisions
and to do any and all things that the Manager shall deem to be reasonably required to
accomplish the business and objectives of the Company. The rights and duties of the Manager
are described in Article 6 of the Agreement.
10.8 Keep Members Apprised of Property Affairs

The Manager intends to furnish Members with periodic financial status reports for the
Company. The Manager will prepare an annual information package that it expects to deliver by
March 1st of each year. The annual information package will include such things as an annual
operations update, financial statements, K-1 forms, and a copy of the Company tax return, as
applicable.
The Manager intends to conduct periodic teleconferences and/or email updates with the
Members, as the Manager deems necessary to keep them apprised about affairs involving the
Company. The members of the Manager will be available to answer questions during normal
business hours via telephone or email.
11. Property Information and Exhibits

11.1 Title Insurance
The Manager intends to obtain title insurance for each Property naming the Company as the
beneficiary.
11.2 Insurance Policies

The Manager will attempt to obtain property, casualty and liability insurance policies covering
each Property as appropriate to protect the Company’s Interest in the Property and naming the
Company as the beneficiary.
11.3 Other Documents

The Manager expects that the Company will enter into other legally binding instruments that, in
the Manager’s business judgment, are prudent with respect to the Company’s interest in the
Properties or in effecting the Company’s operation or investment objectives.
11.4 Exhibit List

The following Exhibits provide additional relevant information about the Company and the
Properties, each of which is provided electronically (or hard copy on request) and incorporated
herein by reference as if fully set forth herein:
• Exhibit 1 contains the Certificate of Formation for the Company.

• Exhibit 2 is the Limited Liability Company Agreement that each Member must review and
execute.
• Exhibit 3 is the Subscription Booklet, which must be completed and signed by each
prospective Member or its financial advisor.
• Exhibit 4 is an Investment Summary describing the Property acquisition and resale strategies
of the Company.
The Manager may supplement the Exhibits during the period of the Offering by sending notice
to all recipients of the Offering documents with instructions on how to access them.
12. Federal Taxes

The potential Investor should be aware of the material Federal income tax aspects of an
investment in the Class A Units, effective as of the date of this document. An Investor should
consult with their tax professional to determine the effects of the tax treatment of the Class A
Units with respect to their individual situation.
12.1 Reporting Status of the Company

The adoption, by the IRS, in 1996, of the so-called ‘check-the-box’ regulations sets partnership
status as the default Federal tax classification for limited liability companies being formed
today. No further action need be taken by the Company to obtain partnership status.
The Company will elect to be treated as a partnership for State income tax purposes. By
maintaining partnership tax status the Company will not report income or loss at the Company
level, but will report to each Member their pro rata share of Profits and Losses from operations
and disposition according to Appendix B of the Agreement. This process will make the Company
a pass through entity for tax purposes.
12.2 Taxation of Members

The Company will be treated as a partnership for Federal tax purposes. A partnership is not a
taxable entity. A Member will be required to report on their Federal tax return their
distributable share of partnership profit, loss, gain, deductions, or credits. Cash Distributions
may or may not be taxable, depending on whether such Cash Distribution is being treated as a
return of Capital or a return on investment. Tax treatment of the distributions will be treated
according to appropriate tax accounting procedure as determined by the Company’s C.P.A.
12.3 Basis of the Company

An original tax basis will be established for the Company by including the total acquisition cost
of the Properties. An original tax basis will be established for the Company in each Property
based on its purchase price and acquisition costs. The tax basis of the Company will be adjusted
during the operations of the Company by the addition of any capitalized expenditures.

12.4 Basis of a Member
A Member will establish their original tax basis based on the amount of their initial Capital
Contribution. Each Member’s tax basis will be adjusted during operations of the Company by
the addition of any Capital Contributions they make. A Member may deduct their share of
Company Losses only to the extent of the adjusted basis of their Interest in the Company.
12.5 Deductibility of Prepaid and Other Expenses

The Company will incur expenditures for legal fees in association with the set-up of the
Company. These expenditures will be capitalized and will be deducted on dissolution of the
Company.
The Company will incur expenditures for accounting fees associated with the preparation and
filing of the annual informational return and the preparation of Schedule K-1 reports to be
distributed to the Members. These expenditures will be deducted on an annual basis. All other
normal operating expenses will be deducted on an annual basis by the Company, which will use
a calendar accounting year.
12.6 Taxable Gain

Members may receive allocations of taxable income from Company operations, from the sale or
other disposition of a Member’s Interests, from disposition of the Properties, or from phantom
income. From Operations
According to the Company Investment Objectives and Policies, the Manager is projecting that
there will be taxable income to distribute to the Members on the Schedule K-1 report provided
to each Member annually, once the sale of the lots begins.
12.6.1 From Disposition, Dissolution and Termination
On disposition of the Properties or on dissolution and termination of the Company, which will
likely be caused by the sale of the Properties, the Members may be allocated taxable income
that may be treated as ordinary income or capital gain. Article 4 of the Agreement describes
Cash Distributions from disposition of the Properties, and Article 14 describes Cash
Distributions on dissolution and termination of the Company.
In addition, the Members may receive an adjustment in their Capital Account(s) that will either
increase or decrease the capital gain to be reported. The Agreement describes the operation of
Capital Accounts for the Company and the Members.
12.6.2 From Sale or Other Disposition of a Member’s Interests
A Member may be unable to sell their Interests in the Company, as there may be no market. If
there is a market, it is possible that the price received will be less than the market value. It is
possible that the taxes payable on any sale may exceed the cash received on the sale.

Upon the sale of a Member’s Interest, the Member will report taxable gain to the extent that
the sale price of the Interest exceeds the Member’s adjusted tax basis. A portion of taxable gain
may be reported as a recapture of the cost recovery deduction allocated to the Member and
will be taxed at the cost recovery tax rate in effect at that time.
12.6.3 Phantom Income
It may occur that in any year the Members will receive an allocation of taxable income and not
receive any Cash Distributions. This event is called receiving phantom income as the Member
has income to report, but receives no cash. In this event, the Members may owe tax on the
reportable income.
12.6.4 Unrelated Business Income Tax (UBIT)
An Investor who acquires Class A Units through their Individual Retirement Accounts may be
subject to Unrelated Business Income Tax (UBIT). Investors are suggested contact their CPA or
tax advisor to determine how the application of UBIT may apply to them.
12.7 Tax Returns and Tax Information

Annually, the Manager will file an informational return, using IRS Form 1065. In addition, the
Manager will annually provide each Member a Schedule K-1 report. Each Member will report
this income or loss along with their other taxable income. The tax liability incurred by each
Member will depend on their individual marginal tax rates for both State and Federal tax. The
Manager will attempt to provide the annual tax information to the Members by March 1 of
each year.
13. Definitions
Defined terms are capitalized herein (but may not be capitalized in this Section). The singular
form of any term defined below shall include the plural form and the plural form shall include
the singular. Whenever they appear capitalized in this Memorandum, the following terms shall
have the meanings set forth below unless the context clearly requires a different interpretation:
Act shall mean the Washington Limited Liability Company Act, codified in the Revised Code of
Washington, Title 25, Chapter 25.15, sections 25.15.05 through 25.15.902, as may be amended
from time to time, unless a superseding Act governing limited liability companies is enacted by
the state legislature and given retroactive effect or repeals this Act in such a manner that it can
no longer be applied to interpret this Memorandum of the Agreement, in which case Act shall
automatically refer to the new Act, where applicable, to the extent such re-interpretation is not
contrary to the express provisions of this Memorandum or the Agreement.
Advance, Advances or Member Loans shall mean any loan to the Company made by the
Manager or a deferred Fee that remains unpaid at the time it is earned by the Manager, as
described in Article 2.3 of the Agreement.

Affiliate or Affiliated shall mean any Person controlling or controlled by or under common
control with the Manager or a Member wherein the Manager or Member retains greater than
fifty percent (50%) control of the Affiliate if an entity.
Agreement or Limited Liability Company Agreement, when capitalized, shall mean the written
agreement whose purpose it is to govern the affairs of the Company and the conduct of its
business in any manner not inconsistent with law or the Certificate of Formation, including all
amendments thereto. No other document or other agreement between the Members shall be
treated as part or superseding the Agreement unless it has been signed by all of the Members.
The Agreement is attached hereto as Exhibit 2.
Article when capitalized and followed by a number refers to sections of the Agreement.
Asset or Company Asset shall mean any real or personal Property owned by the Company.
Break Impounds, Breaking Impounds, or any iteration thereof, shall mean the Manager’s use of
Investor’s funds, which shall not occur until the Minimum Dollar Amount has been raised.
Capital Account shall mean the amount of the capital interest of a Member in the Company
consisting of that Member’s original Contribution, as (1) increased by any additional
Contributions and by that Member’s share of the Company Profits, and (2) decreased by any
Distribution to that Member and by that Member’s share of the Company’s Losses.
Capital Contribution or Contribution shall mean any contribution to the capital of the Company
in cash, property, or services by a Member whenever made.
Capital Transaction shall mean the sale or disposition of a Company Asset.
Certificate of Formation shall mean the document filed with the Washington Secretary of State
pursuant to the formation of the Company, and any amendments thereto or restatements
thereof.
Class A Members or Class A Investor shall mean those Members who have purchased Class A
Units or Interests.
Class A Interests shall mean Interests in the Company purchased by the Class A Members in the
form of Class A Units. The Class A Interests shall comprise ninety-nine percent (99.0%) of the
total Interests sold. The Class A Interests are divided into two (2) subclasses (A-1 and A-2).
Class A Percentage Interest shall be determined by calculating the ratio between each Class A
Member’s Capital Account in relation to the total capitalization of the Company provided by the
Class A Members, or their respective subclasses.
Class A Units shall mean the Units purchased by the Class A Members.

Class B Interests shall mean the one percent (1%) Interest of the total Interests in the Company,
which shall be purchased by Parklands Management LLC (or its Affiliates, and/or members of
Parklands Management LLC and/or their affiliates and), for One Thousand Dollars ($1,000).
Class B Members shall initially mean Parklands Management LLC (or its Affiliates, and/or
members of Parklands Management LLC and/or their affiliates), but may include others who are
granted or purchase Class B Interests by the Manager. Issuance of the Class B Units is
irrevocable.
Code shall mean the Internal Revenue Code of 1986, as amended from time to time.
Company shall refer to Estates at Parklands LLC, a Washington limited liability company.
Distributable Cash means all cash of the Company derived from Company operations or Capital
Transactions and miscellaneous sources (whether or not in the ordinary course of business)
reduced by: (a) the amount necessary for the payment of all current installments of interest
and/or principal due and owing with respect to third party debts and liabilities of the Company
during such period, including but not limited to any real estate commissions, property
management fees, marketing fees, utilities, closing costs, and holding costs etc., incurred by or
on behalf of the Company; (b) the repayment of Advances, plus interest thereon; and (c) such
additional reasonable amounts as the Manager, in the exercise of sound business judgment,
determines to be necessary or desirable as a reserve for the operation of the business and
future or contingent liabilities of the Company. Distributable Cash may be generated through
either operations or Capital Transactions.
Distribution, Distributions or Cash Distributions shall mean the disbursement of cash or other
property to the Manager or Members in accordance with the terms of the Agreement.
Economic Interest shall mean a Person’s right to share in the income, gains, Losses, deductions,
credit, or similar items of, and to receive Distributions from, the Company, but does not include
any other rights of a Member, including, without limitation, the right to vote or to participate in
management, except as may be provided in the Act, and any right to information concerning
the business and affairs of the Company.
Fee shall mean an amount earned by the Manager as compensation for various aspects of
operation of the Company, if applicable, described in Article 5 of the Agreement and Section 5,
Table 5.1 hereof.
Fiscal Year shall mean the Company’s fiscal year, which shall be the calendar year.
Interest or Membership Interest shall mean a Member’s rights in the Company, including the
Member’s Economic Interest, plus any additional right to vote or participate in management,
and any right to information concerning the business and affairs of the Company provided by
the Act and/or described in the Agreement.
Investor shall mean a Person who is contemplating the purchase of Class A Units.

Losses shall mean, for each Fiscal Year, the losses and deductions of the Company determined
in accordance with accounting principles consistently applied from year to year under the cash
method of accounting and as reported, separately or in the aggregate as appropriate on the
Company’s information tax return filed for Federal income tax purposes.
Majority of Interests shall mean Members whose collective Percentage Interests represent
more than fifty percent (50%) of the Interests, whether in the Company or in a particular Class,
as specified in specific provisions of the Agreement.
Manager shall initially refer to Parklands Management LLC, a Washington limited liability
company and each of its members, officers, shareholders, directors, employees and agents or
any other Person or Persons, as well as any of its Affiliates that may become a Manager
pursuant to the Agreement or any other Manager who shall be qualified and elected pursuant
to Article 8 of the Agreement. See also Section 2.2 hereof.
Maximum Dollar Amount shall mean Seven Million Seven Hundred Fifty Million Dollars
($7,750,000) and is the maximum amount of Capital Contributions that will be accepted from
Class A Investors pursuant to this Offering.
Maximum Investment Amount shall mean the maximum investment that will be allowed of a
single Class A Investor, which for the purposes of this Offering is One Million Four Hundred
Thousand Dollars ($1,400,000), or the purchase of one hundred (1,400) Class A Units.
Member means a Person who: (1) has been admitted to the Company as a Member in
accordance with the Certificate of Formation and the Agreement, or an assignee of an Interest
in the Company who has become a Member; (2) has not resigned, withdrawn, or been expelled
as a Member or, if other than an individual, been dissolved. Member does not include a Person
who succeeds to the Economic Interest of a Member, unless such Person is admitted by the
Manager as a new, substitute, or additional Member, in accordance with the provisions for such
admission as provided in the Agreement.
Memorandum shall mean this Private Placement Memorandum, its Exhibit(s) and any
supplements or addenda.
Minimum Dollar Amount shall mean Three Million Two Hundred Fifty Thousand Dollars
($3,250,000) and is the minimum amount of Capital Contributions that must be raised from the
sale of the Class A Units before Breaking Impounds.
Minimum Investment Amount shall mean the minimum investment required of a Class A
Investor for admission to the Offering, or Fifty Thousand Dollars ($50,000), or the purchase of
fifty (50) Units at One Thousand Dollars ($1,000) per Unit; although the Manager may accept
less in limited circumstances.
Non-U.S. Person shall mean a Person who is not a U.S. Citizen, not a legal U.S. Resident, or not
living in the United States.

Offering, when capitalized, shall mean the offer for sale of Class A Units in the Company in
exchange for a Percentage Interest in the Company, pursuant to this Memorandum and the
Agreement.
Offering Period shall mean the amount of time, or any extension or reinstatement thereof,
specified by the Manager during which a Person may invest in Class A Units in the Company and
thereby become a Class A Member. The Manager has the sole discretion to terminate or extend
the Offering Period.
Organization Expenses shall mean legal, accounting, and other expenses incurred in connection
with the formation of the Company.
Percentage Interest shall mean the ownership Interest in the Company of a Member, which
shall be the calculated by dividing the number of Units purchased by the Member by the total
number of Units (Class A or B) issued. See Article 2.3 of the Agreement; see also definition of
Class A Percentage Interests above and Appendix B, attached to the Agreement.
Person means an individual, a partnership, a domestic or foreign limited liability company, a

trust, an estate, an association, a corporation, or any other legal entity.
Profits shall mean, for each Fiscal Year, the income and gains of the Company determined in
accordance with accounting principles consistently applied from year to year under the cash
method of accounting and as reported, separately or in the aggregate as appropriate, on the
Company’s information tax return filed for Federal income tax purposes.
Property or Properties, when capitalized, shall mean the real estate owned by the Company,
which includes the lots to be purchased by the Company within the city limits of Camas.
Washington
Section, when capitalized and followed by a number refers to sections of this Private Placement
Memorandum.
Suitability Standards shall mean the qualifications established by the Manager for Investors
who wish to invest in this Offering, as described in Section 1 hereof.
Unit shall mean the incremental dollar amount established by the Manager for sale of the
Interests pursuant to this Offering, which Investors may purchase in order to become Members
of the Company. Note: Units issued by the Company are “personal property” and not “real
property” Interests, thus, may be ineligible for exchange under Federal tax law or “1031
exchange” rules.
Unreturned Capital Contributions means all Capital Contributions made by a Class A Member
less any returned capital.
Working Capital, Working Capital and Reserves, Reserve or Reserves shall mean, with respect to
any fiscal period, funds set aside or amounts allocated during such period to Reserves that shall

be maintained in amounts deemed sufficient by the Manager for working capital and to pay
taxes, insurance, debt service, or other costs or expenses incidental to the ownership or
operation of the Company’s business.
14. The Limited Liability Company Agreement

The potential Investor is advised to read the Limited Liability Company Agreement provided by
the Manager and included as Exhibit 2.
15. Offering Exempt from Registration

The Units being sold in this Offering are a “security” as defined by Federal securities Laws. This
Offering is conducted under Federal Laws providing an exemption from securities registration
as a “private placement offering” pursuant to Regulation D, Rule 506(c), as promulgated by the
Federal Securities and Exchange Commission (“SEC”) and/or other applicable state securities
agencies. Other than filing the requisite notices with Federal and state securities agencies on
behalf of the Company, the Manager does not intend to qualify or register this Offering with
any governmental securities agency.
This investment is limited to Investors meeting the Suitability Standards provided in Section 1
hereof. In accordance with the “private placement” exemption, all Investors must have a pre-
existing personal or business relationship with the Manager or be able to attest that they did
not receive information about the Offering through any means of general solicitation. A
Member is prohibited from selling their Interests for at least one (1) year and then it must be
done in accordance with the transfer provisions provided in the Agreement.
The Interests offered have not been registered with the SEC nor qualified with any State
securities agencies. No permits have been obtained from any governmental agency. No reports
will be made to any governmental agency under any Federal or State securities laws other than
informational reports and notices of the sale of securities as may be required pursuant to the
applicable private placement exemption.
16. Integration
This Memorandum is to be distributed only by the Manager and only to individuals who attest
in writing that they meet the Suitability Standards established by the Manager for Investors in
this Offering.
This Memorandum represents the complete package of information and disclosures regarding
the Company. Investors should not rely on any verbal information provided from any source
that is not set forth in writing within this document.

17. Limited Time Offering
This is a limited time Offering. Subscriptions to purchase Class A Units in the Company will be
accepted from Investors meeting the Suitability Standards established by the Manager, on a
first-come, first served, basis. Once the Offering has been closed by the Manager, no further
subscriptions will be accepted, although a waiting list may be established in case a committed
Class A Investor fails to meet the Suitability Standards established by the Manager for
Membership in the Company, or fails to timely provide the committed funds.
An Investor who desires to purchase Class A Units must sign the Limited Liability Company
Agreement (Exhibit 2) and complete a Subscription Booklet (Exhibit 3), and return the signature
page from the Agreement and the completed Subscription Booklet to the Manager. The
Manager will review these documents to verify that all prospective Class A Members have
testified that they meet the Suitability Standards established by the Company, and reserves the
right to request additional, substantiating information from an Investor prior to acceptance or
denial of admission.
REST OF PAGE INTENTIONALLY LEFT BLANK

18. Signatures
Dated: February 6, 2017 By: Estates at Parklands LLC,
A Washington limited liability company
By: Its Manager, Parklands Management LLC,

By: Its member, American Equities, Inc.,

A Washington corporation
___________________________________
By: Ross Miles,, President
MH Zoller Co. LLC,

___________________________________
Mark Zoller, principal
Nex Generation, LLC,

___________________________________
Kevin C. DeFord, member
Barrcorp, LLC,
___________________________________
Aaron M. Barr, member

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PRIVATE PLACEMENT MEMORANDUM

Estates at Parklands LLC

$50,000 MINIMUM INVESTMENT

FOR THIS OFFERING, THE MANAGER IS RELYING ON AN EXEMPTION FROM SECURITIES

THIS PRIVATE PLACEMENT MEMORANDUM (MEMORANDUM) HAS BEEN PREPARED FOR

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

THIS MEMORANDUM REFLECTS CONDITIONS OF THE COMPANY AS OF THE DATE HEREOF.

Estates at Parklands LLC i Private Placement Memorandum

THIS MEMORANDUM DOES NOT PURPORT TO BE ALL-INCLUSIVE OR CONTAIN ALL

INFORMATION IN THIS MEMORANDUM SHOULD NOT BE CONSIDERED TO BE LEGAL, BUSINESS,

PRIOR TO MAKING AN INVESTMENT DECISION, A PROSPECTIVE INVESTOR SHOULD REVIEW

THIS MEMORANDUM IS BASED ON INFORMATION PROVIDED BY THE MANAGER AND BY OTHER

THIS MEMORANDUM (TOGETHER WITH ANY EXHIBITS, AMENDMENTS OR SUPPLEMENTS AND

Estates at Parklands LLC ii Private Placement Memorandum

Estates at Parklands LLC iii Private Placement Memorandum

Estates at Parklands LLC iv Private Placement Memorandum

Estates at Parklands LLC v Private Placement Memorandum

Estates at Parklands LLC vi Private Placement Memorandum

Estates at Parklands LLC vii Private Placement Memorandum

Estates at Parklands LLC viii Private Placement Memorandum

Estates at Parklands LLC ix Private Placement Memorandum

Estates at Parklands LLC x Private Placement Memorandum

1.1 Duration of Investment

Estates at Parklands LLC 1 Private Placement Memorandum

1.2.1 Accredited Definition for Individuals; Verification Documents

Definition: Individual Investors who wish to purchase Class A Interests as an Accredited

Estates at Parklands LLC 2 Private Placement Memorandum

1.2.2 Accredited Definition for Legal Entities; Verification Documents

• A charitable organization, corporation, or partnership with assets exceeding Five Million

Estates at Parklands LLC 3 Private Placement Memorandum

• A bank, insurance company, registered investment company 2, business development

1.2.3 Restrictions Imposed by Regulation D, Rule 506(d); Bad Actor Prohibition

Estates at Parklands LLC 4 Private Placement Memorandum

1.3 Investment Unsuitable for 1031 Exchange

1.4 Restrictions Imposed by the USA PATRIOT Act; Foreign Investors

1.4.2 Prohibited Transactions with Certain Foreign Investors

• Is named on the list of “specially designated nationals” or “blocked persons” maintained by

Estates at Parklands LLC 5 Private Placement Memorandum

1.5 ERISA Considerations

1.6 Subscriptions Subject to Review and Acceptance by the Manager

Estates at Parklands LLC 6 Private Placement Memorandum

2. Summary of the Company

Estates at Parklands LLC

or such other place as the Manager shall determine.

The Manager maintains its office at:

Parklands Management LLC

Estates at Parklands LLC 7 Private Placement Memorandum

2.3.2 Class B Members

2.4 Class A Members May Also Be Lot Purchasers

Estates at Parklands LLC 8 Private Placement Memorandum

2.6 Timing of the Offering

2.7 Specified Offering

2.8 Investment Objective

2.9 Limited Voting Rights of Members

Estates at Parklands LLC 9 Private Placement Memorandum

2.10 Depreciation Method to Be Used

2.11 Company is Self-Liquidating

2.12 Definition of Terms

REST OF PAGE INTENTIONALLY LEFT BLANK

Estates at Parklands LLC 10 Private Placement Memorandum