DISCLAIMER

THIS CONFIDENTIAL INVESTOR PRESENTATION (TOGETHER WITH ANY SUPPLEMENT HERETO, THIS “DECK”) IS BEING FURNISHED ON A CONFIDENTIAL BASIS TO PROSPECTIVE INVESTORS CONSIDERING THE PURCHASE OF CLASS A LIMITED PARTNERSHIP UNITS (“LP UNITS”) IN US VALUE ADD REAL ESTATE OPPORTUNITY LP (“PARTNERSHIP”). THIS DECK IS NON-PUBLIC, CONFIDENTIAL AND PROPRIETARY IN NATURE AND THE INFORMATION CONTAINED HEREIN MAY CONSTITUTE TRADE SECRETS UNDER APPLICABLE LAW WITH RESPECT TO THE PARTNERSHIP, THE DISCLOSURE OF WHICH COULD HAVE ADVERSE EFFECTS ON THE PARTNERSHIP ANY REPRODUCTION OR DISTRIBUTION OF THIS DECK, IN WHOLE OR IN PART, OR THE DISCLOSURE OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE PARTNERSHIP IS PROHIBITED. EACH RECIPIENT (WHETHER OR NOT SUCH RECIPIENT INVESTS IN THE PARTNERSHIP) (A) AGREES THAT IT WILL KEEP CONFIDENTIAL ALL INFORMATION CONTAINED HEREIN AND NOT ALREADY IN THE PUBLIC DOMAIN, (B) ACKNOWLEDGES THAT CERTAIN INFORMATION CONTAINED HEREIN MAY CONSTITUTE MATERIAL NON-PUBLIC INFORMATION AND MAY NOT BE USED TO TRADE IN SECURITIES OR OTHER FINANCIAL SHARES ON THE BASIS OF ANY SUCH INFORMATION, (C) ACKNOWLEDGES THIS DECK IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT PURPORT TO CONTAIN ALL OF THE INFORMATION THAT MAY BE REQUIRED TO EVALUATE A POSSIBLE INVESTMENT DECISION WITH RESPECT TO THE PARTNERSHIP, (D) AGREES AND ACKNOWLEDGES THAT THIS DECK IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION BY THE RECIPIENT AND DOES NOT CONSTITUTE INVESTMENT, TAX OR LEGAL ADVICE, (E) ACKNOWLEDGES AND AGREES THAT THE INFORMATION CONTAINED IN THIS PRESENTATION IS PRELIMINARY IN NATURE AND IS SUBJECT TO CHANGE, AND ANY SUCH CHANGES MAY BE MATERIAL. BY ACCEPTING THIS DECK, EACH RECIPIENT AGREES TO THE FOREGOING. IF ANY OF SUCH TERMS ARE NOT ACCEPTABLE, THIS DECK SHALL BE PROMPTLY RETURNED TO THE PARTNERSHIP.

IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING OF LP UNITS DESCRIBED HEREIN, INCLUDING THE MERITS AND RISKS INVOLVED AND THE LEGALITY AND TAX CONSEQUENCES OF SUCH AN INVESTMENT. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS DECK AS LEGAL, TAX, INVESTMENT OR OTHER ADVICE. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT IN THE PARTNERSHIP FOR AN INDEFINITE PERIOD OF TIME. INVESTMENT IN THE LP UNITS WILL INVOLVE SIGNIFICANT RISKS DUE TO, AMONG OTHER THINGS THE FACT THAT THERE MAY BE NO PUBLIC MARKET FOR THE LP UNITS. PROSPECTIVE INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE RISKS AND LACK OF LIQUIDITY THAT ARE CHARACTERISTIC OF AN INVESTMENT IN THE PARTNERSHIP DESCRIBED HEREIN. NO ASSURANCE CAN BE GIVEN THAT THE PARTNERSHIP’S INVESTMENT OBJECTIVES WILL BE ACHIEVED OR THAT INVESTORS WILL RECEIVE A RETURN OF THEIR CAPITAL. INVESTORS COULD LOSE THE ENTIRE VALUE OF THEIR INVESTMENT. EACH PROSPECTIVE INVESTOR IS STRONGLY URGED TO CONSULT ITS LEGAL, FINANCIAL AND TAX ADVISORS TO DETERMINE THE MERITS AND RISKS OF AN INVESTMENT IN THE PARTNERSHIP AND IS RESPONSIBLE FOR ENSURING COMPLIANCE BY ITS ADVISORS WITH THE TERMS AND CONDITIONS SET FORTH HEREIN.

THIS DECK IS BEING DELIVERED ONLY TO AND IS DIRECTED ONLY AT PERSONS WHO ARE “ACCREDITED INVESTORS” OR “FRIENDS, FAMILY AND BUSINESS ASSOCIATES” AS THOSE TERMS ARE DEFINED BY APPLICABLE SECURITIES LAWS. IF YOU ARE NOT SUCH A PERSON YOU MUST NOT ACT OR RELY ON THE INFORMATION IN THIS COMMUNICATION.

NO SOLICITATION

THIS DECK DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE LP UNITS IN ANY JURISDICTION IN WHICH OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. THIS OFFERING DOES NOT CONSTITUTE AN OFFER OF LP UNITS TO THE PUBLIC. 

RESTRICTIONS 

THE LP UNITS OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT (AS PERMITTED UNDER APPLICABLE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. 

Industry and Market Data 

CERTAIN INFORMATION CONTAINED HEREIN MAY HAVE BEEN OBTAINED OR DERIVED FROM SOURCES PREPARED BY THIRD PARTIES. WHILE SUCH INFORMATION IS BELIEVED TO BE RELIABLE FOR THE PURPOSES USED HEREIN, NONE OF THE PARTNERSHIP, OR THE DIRECTORS OR OFFICERS OF THE GENERAL PARTNER OF THE PARTNERSHIP, ITS EMPLOYEES, MEMBERS, PARTNERS, SHAREHOLDERS OR AGENTS ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY OF SUCH INFORMATION. THE PARTNERSHIP HAS NOT INVESTIGATED THE ACCURACY OF THIS INFORMATION AND HAS NOT INDEPENDENTLY VERIFIED THE ASSUMPTIONS ON WHICH SUCH INFORMATION IS BASED.

FORWARD LOOKING STATEMENTS

CERTAIN INFORMATION CONTAINED IN THIS DECK CONSTITUTES “FORWARD-LOOKING STATEMENTS,” WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECT,” “ANTICIPATE,” “TARGET,” “PROJECT,” “ESTIMATE,” “INTEND,” “CONTINUE” OR “BELIEVE,” OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. DUE TO VARIOUS RISKS AND UNCERTAINTIES, ACTUAL EVENTS OR RESULTS OR THE ACTUAL PERFORMANCE OF THE PARTNERSHIP MAY MATERIALLY DIFFER FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS.

USE OF PROJECTIONS 

THIS DECK MAY CONTAIN CERTAIN FINANCIAL FORECASTS, INCLUDING PROJECTED ANNUAL REVENUE, GROSS PROFIT OF THE PARTNERSHIP. THE PARTNERSHIP’S INDEPENDENT AUDITORS HAVE NOT STUDIED, REVIEWED, COMPILED OR PERFORMED ANY PROCEDURES WITH RESPECT TO THE PROJECTIONS FOR THE PURPOSE OF THEIR INCLUSION IN THIS DECK, AND ACCORDINGLY, NEITHER OF THEM EXPRESSED AN OPINION OR PROVIDED ANY OTHER FORM OF ASSURANCE WITH RESPECT THERETO FOR THE PURPOSE OF THIS PRESENTATION. THESE PROJECTIONS ARE FOR ILLUSTRATIVE PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS BEING NECESSARILY INDICATIVE OF FUTURE RESULTS. IN THIS PRESENTATION, CERTAIN OF THE ABOVE - MENTIONED PROJECTED INFORMATION HAS BEEN PROVIDED FOR PURPOSES OF PROVIDING COMPARISONS WITH HISTORICAL DATA. THE ASSUMPTIONS AND ESTIMATES UNDERLYING THE PROSPECTIVE FINANCIAL INFORMATION ARE INHERENTLY UNCERTAIN AND ARE SUBJECT TO A WIDE VARIETY OF SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE PROSPECTIVE FINANCIAL INFORMATION. PROJECTIONS ARE INHERENTLY UNCERTAIN DUE TO A NUMBER OF FACTORS OUTSIDE OF THE PARTNERSHIP’S CONTROL. WHILE ALL FINANCIAL PROJECTIONS, ESTIMATES AND TARGETS ARE NECESSARILY SPECULATIVE, THE PARTNERSHIP BELIEVES THAT THE PREPARATION OF PROSPECTIVE FINANCIAL INFORMATION INVOLVES INCREASINGLY HIGHER LEVELS OF UNCERTAINTY THE FURTHER OUT THE PROJECTION, ESTIMATE OR TARGET EXTENDS FROM THE DATE OF PREPARATION. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE PROSPECTIVE RESULTS ARE INDICATIVE OF FUTURE PERFORMANCE OF THE PARTNERSHIP OR THAT ACTUAL RESULTS WILL NOT DIFFER MATERIALLY FROM THOSE PRESENTED IN THE PROSPECTIVE FINANCIAL INFORMATION. INCLUSION OF THE PROSPECTIVE FINANCIAL INFORMATION IN THIS PRESENTATION SHOULD NOT BE REGARDED AS A REPRESENTATION BY ANY PERSON THAT THE RESULTS CONTAINED IN THE PROSPECTIVE FINANCIAL INFORMATION WILL BE ACHIEVED. 

NO AUTHORITY

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS DECK AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE PARTNERSHIP. 

NO APPROVAL

NEITHER THIS DECK NOR THE LP UNITS OFFERED HEREBY HAVE BEEN APPROVED OR RECOMMENDED BY ANY REGULATORY AUTHORITY NOR HAS ANY SUCH AUTHORITY PASSED ON THE ACCURACY OR ADEQUACY OF THIS DECK, AND THE INFORMATION CONTAINED HEREIN IS SUBJECT TO CORRECTION, COMPLETION, VERIFICATION AND AMENDMENT. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENSE.