Here

The company is critically dependent on a single individual (Corey Walters) who serves as CEO, CFO, and sole Director of Here Investments Inc. (Managing Member), as well as Manager of Here PM and all Here subsidiaries. Loss of Walters would involve significant time and expense to replace and may significantly delay or prevent achievement of business objectives.

“In particular, Corey Ashton Walters, the Chief Executive Officer of Here, is critical to the management of the company's business and operations and the development of its strategic direction. The loss of the services of Mr. Walters or other executive officers or key personnel of Here and the process to replace any of those key personnel would involve significant time and expense and may significantly delay or prevent the achievement of the company's business objectives.”

The Managing Member (Here) determines all fees payable to itself and its affiliates — including the service fee (12%), asset management fee (1% p.a.), and property management fees (25%-40% of gross receipts) — without any independent assessment of comparable market rates. Fees may be higher than those available from unaffiliated third parties. Here sits on both sides of all related-party transactions with no arm's-length negotiation.

“We and Here determined the amount of fees paid to Here and its affiliates internally without any independent assessment of comparable market fees. We and Here determined internally the rate of property management fees that are set forth in the Property Management Agreement for the Series. While we and Here generally seek to set these fees to be comparable to prevailing market rates in the relevant geographic area, we have determined the fee rates without any independent assessment of comparable market fees. Similarly, we have determined the amount of the asset management fee, as set forth in the Operating Agreement, and the service fee, each to be paid to Here by the Series, without any independent assessment of comparable market fees. As a result, these fees may be higher than those available from unaffiliated third parties.”