Passco Companies

The LP Agreement expressly provides that if a conflict arises between REIT stockholders and Limited Partners that cannot be resolved neutrally, the General Partner shall resolve it in favor of stockholders, subordinating Limited Partner interests.

“for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its stockholders or the Limited Partner shall be resolved in favor of the stockholders.”

Passco Advisors, LLC serves as both the Advisor (directing day-to-day operations) and holds Special Partnership Units entitling it to 15% of Net Sales Proceeds after the 8% pref, creating a related-party conflict between the advisor role and its promoted economic interest.

“Passco Advisors, LLC, a California limited liability company ... 15% to the Special OP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date”