Ridgecrest Management, LLC

The Fund is substantially dependent on the Manager's principals; no key-person life insurance is maintained.

“The Fund is substantially dependent on the services of the Manager, and in particular Ross Hubbard and Ryan Sudeck as the managers of the Manager, and Emily Hubbard... Further, the Fund does not maintain key person life insurance for the principals as of the date of this Memorandum.”

The Manager, Sponsor and affiliates own and operate other commercial real estate projects that may compete directly with the Fund's Projects, and Members have no interest in those ventures.

“The Manager, the Sponsor and/or their Affiliates currently own, operate and manage (directly or indirectly) multiple commercial real estate projects in Washington and other states. These projects may compete directly or indirectly with the Target Company, the Project Companies and the business of the Company.”

The Manager intends to assign a portion of its fee income and profit interest to third parties, expected to include certain Fund Members, creating misalignment among Members.

“the Manager intends to assign a portion of the fee income it receives to third parties, which is expected to include certain Members of the Fund. This creates a conflict of interest because those certain Members that receive a portion of the Manager's fees may not be aligned with the other Members of the Fund”

The Manager has broad discretion in determining Fund asset valuations, which may affect fees, capital accounts, dilution, and subscription/redemption pricing, and may differ materially from independent third-party valuations.

“The Manager has broad discretion in determining the valuation of the Fund's assets, including with respect to the selection of valuation or appraisal methodologies, assumptions, and the timing of such valuations... may materially differ from valuations that would be determined by independent third parties.”

The Fund has no independent investment committee, advisory committee, or other fiduciary acting for Members; all decisions rest with the Manager and Sponsors.

“The Fund does not maintain an independent investment committee, advisory committee, or other fiduciary acting on behalf of the Members. All investment, operational, and governance decisions are made by the Manager and the Sponsors, which may give rise to actual, potential or perceived conflicts of interest.”

Principal Ross Hubbard receives broker fees upon acquisition or sale of Projects by Project Companies, which may conflict with optimal timing/pricing of transactions.

“Ross Hubbard normally receives a broker fee upon a Project Company's acquisition or sale of a Project in consideration for his broker services. The Sponsor's interest in consummating transactions in order to receive broker fees could be in conflict with waiting to purchase and sell Projects at optimal times and for optimal prices.”

Sponsors and affiliates guarantee completion of improvements and may guarantee Bridge/Permanent Loan repayment, creating an incentive to prioritize limiting personal liability over Fund interests.

“The Sponsors and/or their affiliates have guaranteed, and expect to guarantee in the future, the completion of the improvements to the Projects and may guarantee the repayment of the Bridge Loans and/or Permanent Loans... actions the Manager and/or Principals may take on behalf of the Fund, the Target Company or Project Company may not be in the best interest of the Fund or the Members”