Blackstone

Joseph Goveia is identified as the Company's sole 'Significant Employee.' The Company would be materially adversely affected if it lost his services, as he is the Founder and first Managing Member.

“Joseph Goveia is the Company's only 'Significant Employee'. The Company would be materially adversely affected if it were to lose the services of Joseph Goveia as Mr. Goveia is the Company's Founder and first Managing Member, and thus has provided significant leadership and direction to the Company.”

The Company was formed July 12, 2023, has no revenues, no acquired properties, and no operational history. It is a development-stage company with total assets of only $100 at inception.

“The Company was recently formed in July of 2023, and has no revenues as of the date of this Offering Circular to report. The Company does not anticipate achieving revenues until the Company is fully funded and the commercial operations detailed in this Offering Circular have commenced.”

The charter expressly acknowledges that the Advisor, Sponsor, Directors and their Affiliates may engage in transactions with the Corporation (purchases, leases, loans), subject to majority Independent Director approval that terms are fair and reasonable. Affiliated-party transactions are permitted but require procedural safeguards; no arm's-length requirement mandated for all categories.

“The Corporation may purchase or lease an Asset or Assets from the Sponsor, the Advisor, a Director or any Affiliate thereof upon a finding by a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction that such transaction is fair and reasonable to the Corporation and at a price to the Corporation no greater than the cost of the Asset to such Sponsor, Advisor, Director or Affiliate”

Cole Capital Corporation, named as Dealer Manager for all Offerings of Shares, is explicitly identified as an Affiliate of the Corporation. Selling commissions and dealer-manager fees flow to an affiliated entity, creating a conflict between the Corporation's interest in minimizing distribution costs and the Dealer Manager's interest in maximizing commissions.

“Dealer Manager . The term 'Dealer Manager' shall mean Cole Capital Corporation, an Affiliate of the Corporation, or such other Person selected by the Board to act as the dealer manager for an Offering.”

The Corporation is explicitly permitted to invest in Joint Ventures with the Sponsor, Advisor, Directors or their Affiliates, creating ongoing related-party conflict risk. Approval by majority of disinterested Independent Directors is required but not sufficient to eliminate conflict.

“The Corporation may invest in Joint Ventures with the Sponsor, the Advisor, one or more Directors or any Affiliate, only if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approve such investment as being fair and reasonable to the Corporation and on substantially the same terms and conditions as those received by the other joint venturers.”

The Manager is a subsidiary of American Capital Strategies, Ltd. Officers and directors of American Capital and its affiliates may serve as directors and officers of the Company. The Investment Committee is composed of officers of American Capital, the Manager, and/or American Capital's other affiliates. The Manager and affiliates may engage in other businesses, manage competing funds, and trade securities for their own accounts. The Manager is not restricted from providing different or preferential information and recommendations to other clients.

“nothing in this Agreement shall (i) prevent the Manager or any of its Affiliates, officers, directors or employees, from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company or (ii) in any way bind or restrict the Manager or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Manager or any of its Affiliates, officers, directors or employees may be acting.”

The Company has entered into a non-dilution agreement protecting the founding insider shareholders (Goveia Trust, DII Capital, Williams Trust, and Syndicate Legal & Financial) from dilution, giving them perpetual anti-dilution protection and priority share issuance without investor consent.

“The Company has entered into a non-dilution agreement (hereinafter referred to as the 'Non-Dilution Agreement') whereas the Company has agreed that The Goveia Trust, DII Capital, the Williams Trust; and Syndicate Legal & Financial, LLC's Common Shares, shall not be subject to dilution in any manner without the express written consent of The Goveia Trust, DII Capital, the Williams Trust; and Syndicate Legal & Financial, LLC.”

American Capital Strategies, Ltd., the parent of the external Manager, receives shares of Common Stock of the Company as Stock-Based Compensation on the Closing Date of the IPO, creating a compensation conflict where the parent entity of the manager is directly compensated in equity by the REIT it manages.

“the Company shall pay (i) the Base Management Fee and the Incentive Compensation to the Manager, and (ii) the Stock-Based Compensation to American Capital.”

Syndicate Legal & Financial, LLC (founded by Board Member Steven Mueller) is a founding shareholder holding 9% of pre-offering shares and entitled to 6.25% post-offering under a non-dilution agreement, creating a conflict as the firm also provides legal/capital markets services to the Company.

“SYNDICATE LEGAL & FINANCIAL, LLC 355 South Grand Avenue Los Angeles California 90071 (*) 18,000 Common Shares (9% of the Issued & Outstanding) 62,500 Common Shares ( 6.25% of the Issued & Outstanding )”

If the Company terminates the Management Agreement without cause, it must pay a Termination Fee equal to three times the sum of average annual Base Management Fee and average annual Incentive Compensation earned over the prior 24 months. This creates a significant financial disincentive for the Board to replace the Manager even if performance is poor.

“'Termination Fee' means a termination fee equal to three (3) times the sum of (i) the average annual Base Management Fee, and (ii) average annual Incentive Compensation, in each case earned by the Manager during the 24-month period immediately preceding the most recently completed calendar quarter prior to the Effective Termination Date.”