Preview
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Collin J. Vierra (State Bar No. 322720)
2 EIMER STAHL LLP
99 S. Almaden Blvd., Ste. 600
3 San Jose, CA 95113-1605
Telephone: (408) 889-1668
4
Email: cvierra@eimerstahl.com
5
Attorney for Plaintiffs
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7
SUPERIOR COURT OF THE STATE OF CALIFORNIA
8
COUNTY OF SAN MATEO
9
10 Robert Arntsen; Mary Lee; Arntsen Family Case No. 22-CIV-01148
Partnership, LP; and Brian Christopher Dunn
11 Custodianship; Dept. 21
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Plaintiffs, Hon. Robert D. Foiles
13 v.
14 David M. Bragg; Silicon Valley Real Ventures EXHIBITS TO DECLARATION OF
LLC; SVRV 385 Moore, LLC; SVRV 387 JACKY HUANG
15 Moore, LLC; Gregory J. Davis; Kevin Wolfe;
Jason Justesen; Paramont Woodside, LLC;
16
and Paramont Capital, LLC;
17
Defendants.
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27
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EXHIBITS TO DECLARATION OF JACKY HUANG
Exhibit Page 1
1 INDEX
2 Exhibit A: February 12, 2020, Wire Transaction Summary from Quanyu “Jacky” Huang to SVRV
3 385 Moore LLC, Amount: $50,000 …………………...…………………………………………..3
4
Exhibit B: February 12, 2020, Wire Transaction Summary from Quanyu “Jacky” Huang to SVRV
5
6 387 Moore LLC, Amount: $50,000…………………………………………………....……..…….6
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Exhibit C: January 2020, Investment-Subscription Agreement between Quanyu “Jacky” Huang
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and SVRV 385 Moore, LLC…………………...…………………………………………………..8
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10 Exhibit D: January 2020, Investment-Subscription Agreement between Quanyu “Jacky” Huang
11 and SVRV 387 Moore, LLC………………………………………….………………...…….…. 32
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Exhibit E: March 28, 2020, Email Correspondence from Kurtis Kludt to Quanyu “Jacky” Huang,
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John Zhijun Ho, and David Bragg, re: Need for Additional
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15 Funds………………………………………………...…………………………………………...56
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Exhibit F: April 3, 2020, Wire Transaction Summary from Quanyu “Jacky” Huang to SVRV 385
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Moore, LLC, Amount: $1,500…………………………………………….…...…………………59
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19 Exhibit G: Compilation of Eimer Stahl Invoice Summaries to Quanyu “Jacky” Huang for Services
20 Rendered re: Woodside Litigation………………………………………………..……...…….....61
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Dated: March 21, 2023 By: ______________________
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Collin J. Vierra
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EXHIBITS TO DECLARATION OF JACKY HUANG
Exhibit Page 2
Exhibit A
Exhibit Page 3
Wire Research
DATA SOURCE Wires
ACCOUNT . . .036
AMOUNT $50,000.00
BENIFICIARY BANK
SVRV 385 MOORE LLC
BNF ADDR 1
BNF ADDR2
BNFADDR3
BNF ID . . .036
BRANCH ID FR1
COUNTRY CODE
CURRENCY USD
WIRE DATE 2/12/2020
DIRECTION Incoming
INTERMD BANK
' I 546
M1A
PAYMENT METHOD FED
MESSAGE STATUS COMPLETE
MESSAGE TYPE 10
MESSAGE SUBTYPE 00
•: IRA SVCS FBO HUANG, QUANYUIRA706681
OFFICE
e •I 01
ORIGINATOR IRA SERVICES
ORGADDR 1 1160 INDUSTRIAL RD STE 1
ORGADDR2 SAN CARLOS CA 94070-4128
ORGADDR3 us
ORG ID - 336
ORG ID CODE AC
RECVABA 321081669
RECVNAME FIRST REPUBLIC BK
REF IMAD
REFERENCE 453
SENDERABA - 882
SENDER NAME FREMONT BANK
PAYMENT SOURCE FR1
TIME 2020-02- 12 16:56:17.831
USERID
VALUE DATE 2/12/2020
BBK ID
BBKADDR 1
BBKADDR2
BBKADDR3
CUSIP
EXCHANGE RATE
IBKADDR 1
IBKADDR2
IBKADDR3
INITIATOR ID
INS AMOUNT
INSCURCODE
LOCAL INS CODE
•
OGBADDR 1
OGBADDR2
OGBADDR 3
OGB ID
SPREAD
SPREAD AMOUNT
TEMPLATE
CONFIDENTIAL PROPERTY
Exhibit Page 4
Wire Research
DATA SOURCE Wires
ACCOUNT 11111111>234
AMOUNT $50,000.00
BENIFICIARY BANK
SVRV 387 MOORE LLC
BNF ADDR 1
BNF ADDR2
BNFADDR3
BNF ID 11111111>234
BRANCH ID FR1
COUNTRY CODE
CURRENCY USD
WIRE DATE 2/12/2020
DIRECTION Incoming
INTERMD BANK
' I 547
051E
PAYMENT METHOD FED
MESSAGE STATUS COMPLETE
MESSAGE TYPE 10
MESSAGE SUBTYPE 00
•: IRA SVCS FBO HUANG, QUANYUIRA706681
OFFICE
OMAD 01
ORIGINATOR IRA SERVICES
ORGADDR 1 1160 INDUSTRIAL RD STE 1
ORGADDR2 SAN CARLOS CA 94070-4128
ORGADDR3 us
ORG ID - 336
ORG ID CODE AC
RECVABA - 669
RECVNAME FIRST REPUBLIC BK
REF IMAD
REFERENCE 454
SENDERABA - 882
SENDER NAME FREMONT BANK
PAYMENT SOURCE FR1
TIME 2020-02- 12 16:56:20.719
USERID
VALUE DATE 2/12/2020
BBK ID
BBKADDR 1
BBKADDR2
BBKADDR3
CUSIP
EXCHANGE RATE
IBKADDR 1
IBKADDR2
IBKADDR3
INITIATOR ID
INS AMOUNT
INSCURCODE
LOCAL INS CODE
•
OGBADDR 1
OGBADDR2
OGBADDR 3
OGB ID
SPREAD
SPREAD AMOUNT
TEMPLATE
CONFIDENTIAL PROPERTY
Exhibit Page 5
Exhibit B
Exhibit Page 6
Wire Research
DATA SOURCE Wires
ACCOUNT 11111111>234
AMOUNT $50,000.00
BENIFICIARY BANK
SVRV 387 MOORE LLC
BNF ADDR 1
BNF ADDR2
BNFADDR3
BNF ID 11111111>234
BRANCH ID FR1
COUNTRY CODE
CURRENCY USD
WIRE DATE 2/12/2020
DIRECTION Incoming
INTERMD BANK
' I 547
051E
PAYMENT METHOD FED
MESSAGE STATUS COMPLETE
MESSAGE TYPE 10
MESSAGE SUBTYPE 00
•: IRA SVCS FBO HUANG, QUANYUIRA706681
OFFICE
OMAD 01
ORIGINATOR IRA SERVICES
ORGADDR 1 1160 INDUSTRIAL RD STE 1
ORGADDR2 SAN CARLOS CA 94070-4128
ORGADDR3 us
ORG ID - 336
ORG ID CODE AC
RECVABA - 669
RECVNAME FIRST REPUBLIC BK
REF IMAD
REFERENCE 454
SENDERABA - 882
SENDER NAME FREMONT BANK
PAYMENT SOURCE FR1
TIME 2020-02- 12 16:56:20.719
USERID
VALUE DATE 2/12/2020
BBK ID
BBKADDR 1
BBKADDR2
BBKADDR3
CUSIP
EXCHANGE RATE
IBKADDR 1
IBKADDR2
IBKADDR3
INITIATOR ID
INS AMOUNT
INSCURCODE
LOCAL INS CODE
•
OGBADDR 1
OGBADDR2
OGBADDR 3
OGB ID
SPREAD
SPREAD AMOUNT
TEMPLATE
CONFIDENTIAL PROPERTY
Exhibit Page 7
Exhibit C
Exhibit Page 8
385 Moore Road, Woodside
165 Constitution Drive
Menlo Park, CA 94025
650.867.9965
January 2020
Investment-Subscription Agreement
Quanyu Huang - SVRV 385 Moore LLC
Investment Terms
IRA Services Trust Company CFBO Quanyu Huang, IRA706681 (Tax ID: 26-2627205) (“Investor”), SVRV
Preferred Equity Member, agrees to invest at least $50,000 into SVRV 385 Moore LLC, a California limited liability
company’s (“Woodside”), on or before January 31, 2020 with the option to invest more until fundraising closes. The
Capital Invested will be spent on the purchase of land, improvements and the development of real property located at
385 Moore Rd, Woodside, CA, 94062-1149 (“Property”), APN: 073-133-390. More specifically, entitling, permitting,
and constructing will commence by SVRV (‘Developer/Sponsor”) for the sale of a residential home on the Property,
and such ancillary activities as are reasonably necessary to accomplish that purpose. The capital invested will be spent
on, but not limited to, the operational costs for entitling, permitting and construction on the Property, including team
and professional service expenses, legal formation, carrying costs, and related tax expenses.
Ownership
Woodside is currently offering 100% of the total Membership Units outstanding for a total of $100,000 to SVRV
Preferred Equity Members. Investor is committing to capital contributions in tranches of $50,000 or more. Each
increment of $50,000 buys the corresponding pro rata shares available of Woodside’s total Membership Units, 50%.
*Reference Exhibit “A” to review the Capitalization Table
*Reference Exhibit “B” to review Risk Disclosures
*Reference Exhibit "C" to review PM Staff Rates
For investments greater than $50,000, the number of Woodside Membership Units acquired by the Investor would
increase pro rata. SVRV Preferred Equity Member shall not be involved in any management decisions affecting the
Developer/Sponsor or Property.
SVRV Preferred Equity Member(s) Contribution Requirement(s):
I. Entitlement, Sales & Marketing – Development $50,000 1/31/2020
Capital Stack
1. Senior Debt (Bank or Private credit- Genesis Capital)
2. SVRV Preferred Equity Member (Additional Capital Contributions)
3. 3rd Party Preferred Equity Partner (Preferred Equity Capital- Paramont Capital)
4. SVRV Private Equity Partner (Limited Partner Contributions)
5. Sponsor/Developer Participation (SVRV & Managing Partners), management carry & net proceeds
*All Debt related capital, SVRV Preferred Equity Members, 3rd Party Preferred Equity Partners and SVRV
Private Equity Partners shall not be involved in any management decisions affecting Sponsor/Developer or the
Property as stipulated in the Operating Agreement.
Exhibit Page 9
Pay back and Distribution from the Operating Agreement of SVRV 385 MOORE, LLC, Section 4.8:
Upon sale of the Property, Woodside will use the net sales proceeds as summarized:
First, to pay off any debt (Senior & Junior debt or other credit & interest loaned from any financial institution or
private party) or other encumbrances (property taxes, liens) of the Property.
5.1. DISTRIBUTION WATERFALL. Upon sale of the Property or liquidation of the Company, distributions
of Company assets shall be in the following priority:
(a) First, any Member who has made Additional Capital Contributions pursuant to Section 3.1 (or pursuant
to Section 3.3(c) if made to cure a failure to make an Additional Capital Contribution) shall receive a Preferred Return
on that portion of the Additional Capital Contributions from the date contributed to the date reimbursed to the
Member pursuant to Section 4.8(b). If multiple Members are entitled to distributions under this Section 4.8(a),
distributions shall be made in proportion to the maximum amounts then distributable to each Member under this
Section 4.8(a). For clarity, this Section 4.8(a) does not apply to the required Initial Capital Contributions or the
Subsequent Capital Contributions shown on Exhibit “C”.
(b) Second, any Member who has made Additional Capital Contributions pursuant to Section 3.1 (or
pursuant to Section 3.3(c) if made to cure a failure to make an Additional Capital Contribution) shall receive an
amount equal to such Additional Capital Contributions. If multiple Members are entitled to distributions under this
Section 4.8(b), distributions shall be made in proportion to the maximum amounts then distributable to each Member
under this Section 4.8(b). For clarity, this Section 4.8(b) does not apply to the required Initial Capital Contributions
or the Subsequent Capital Contributions shown on Exhibit “C”.
(c) Third, Paramont will receive payment of the Preferred Return that has accrued on its Initial Capital
Contribution as set forth on Exhibit “C” from the date contributed to the date returned to Paramont pursuant to Section
4.8(d).
(d) Fourth, Paramont will receive the return of all Capital Contributions made by Paramont.
(e) Fifth, SVRV will receive payment of the Preferred Return that has accrued on SVRV’s Initial Capital
Contribution and the Subsequent Capital Contributions (if made) as set forth on Exhibit “C” from the date contributed
to the date returned to SVRV pursuant to Section 4.8(f).
(f) Sixth, SVRV will receive the return of its Initial Capital Contribution and Subsequent Capital
Contribution (if made).
(g) Seventh, all distributions will be distributed twenty percent (20%) to SVRV and eighty percent
(80%) to the Members in proportion to their respective Percentage Interests in the Company until such time as
Paramont has received all of its Capital Contributions plus a return of seventy percent thereon.
(h) Thereafter, all distributions will be distributed either (i) forty percent (40%) to SVRV and sixty percent
(60%) to the Members in proportion to their respective Percentage Interests in the Company if and only if the
Company has sold all of its assets and has distributed all amounts distributable to the Members under Sections 4.8(a)
– (g) within one (1) year following execution of this Agreement or (ii) twenty percent (20%) to SVRV and eighty
percent (80%) to the Members in proportion to their respective Percentage Interests in the Company if part (i) of this
subsection does not apply.
Exhibit Page 10
Investor Suitability
By executing this Investment Agreement, each Investor warrants the following:
1. The Investor is an “accredited investor” as such term is defined under Regulation D adopted under the
Securities Act of 1933.
2. By reason of the Investor’s business or financial experience, he/she is capable of evaluating the merits and risks
of this investment and of protecting his/her interest in connection with the transaction.
3. That the Investor has reviewed the Operating Agreement for SVRV 385 Moore LLC.
4. That the Investor has reviewed the corresponding Exhibits: Exhibit “A” Cap Table, Exhibit “B” Risk
Disclosures, and Exhibit "C" PM Staff Rates attached for SVRV 385 Moore LLC.
5. The Investor has reviewed the Woodside Portfolio Presentation overview outlining Project fundamentals,
projections, and Capital requirements.
Information
You shall receive quarterly email updates on the progress of the investment until completion. Developer/Sponsor also
publishes progress updates about this project via social media outlets and our website. Our team will meet with you
upon calendar scheduling.
Contact information
Your contact person in anything related to your Woodside investment will be Managing Director David Bragg. You can
reach him by email: d@realsv.com or by cell phone: 650-867-9965.
Investment Funded
Invested capital and additional capital contributions will be consummated upon execution of this Investment Agreement.
All Members of Woodside shall receive any necessary amended and restated copy of the Operating Agreement reflecting
changes.
Investment can be performed by wire transfer to the LLC’s First Republic Bank account below:
Account Name: SVRV 385 MOORE LLC
Checking AccountNumber: 80007233036
Domestic Wire / ACH Instructions Wire / Credit Funds:
First Republic Bank 111 PineStreet
San Francisco,CA 94111
ABA / Routing Number: 321 081 669
SWIFT Code: FRBBUS6S
Special Instructions(if any): Member’s Capital Contribution into SVRV 385 Moore, LLC (Woodside)
Confidentiality
This agreement is confidential. You may not disclose this agreement to any person other than your accountant, tax advisor,
lawyer, or other persons advising you on this investment – and then only in confidentiality and in connection with this
agreement.
In the event of a dispute
This agreement is signed with SVRV 385 Moore, LLC, a Limited Liability Corporation of the State of California. In the
event of disputes, the two parties will do their best to solve any issues in open conversation. If resolution is not found,
then a professional California based mediator can be brought in. The agreement is governed by the State of California.
Exhibit Page 11
By signing this agreement, you acknowledge that any investment comes with variable risk and that you accept the terms
listed above. We are excited to move forward with you on our team!
Date: January 2020 Date: January 2020
David Bragg IRA Services Trust Company CFBO Quanyu Huang,
Silicon Valley Real Ventures, LLC IRA706681 (Tax ID: 26-2627205)
SVRV Preferred Equity Member
Signature Signature
Managing Director Accredited Investor
Name:
Title:
Address:
City, State, Zip Code:
SSN/Taxpayer ID:
Email Address:
Phone #
Exhibit Page 12
Exhibit "A": 385 MOORE ROAD, WOODSIDE CAP TABLE
Capital Membership
Sponsor/Developer Date Admitted Invested % Ownership Units
Silicon Valley Real Ventures LLC (SVRV) 11/27/2018 $0 20.00% 2000
Total 20.00% 2000
SVRV Preferred Equity Member
Quanyu Huang 1/31/2020 $50,000 50% 5,000
Total $50,000 50% 5,000
3rd Party Preferred Equity Partner
Paramont Woodside LLC 11/27/2018 $1,000,000 58.29% 5,829
SVRV Private Equity Partner
Robert Arntsen 01/15/2019 $100,000 5.83% 583
Arntsen Family Partnership 6/8/2018 $125,000 7.29% 729
Brian Dunn Trust 6/8/2018 $15,000 0.87% 87
Jen Arntsen 7/9/2018 $15,000 0.87% 87
Mary Lee 7/9/2018 $50,000 2.91% 291
Lukas Leuthold 4/27/2018 $17,500 1.02% 102
John Zhijun Ho 10/16/2018 $50,000 2.91% 291
0.00% 0
Total $1,372,500 80.00% 8,000
Exhibit Page 13
EXHIBIT “B”
RISK FACTORS
An investment SVRV 385 Moore LLC (the “Company,” “we,” “us,” or “our”) involves significant
risks and should only be considered by investors who can afford the loss of their entire investment.
This investment is suitable only for persons who have substantial resources and who do not
anticipate that they will be required to liquidate the investment in the foreseeable future. You should
carefully consider the risks described below in addition to the other information set forth in this
Subscription Agreement, and the Exhibits attached hereto, before making an investment decision.
The risks and uncertainties described below are those that we currently believe may materially
affect our company and are not meant to be an exhaustive listing of all possible risks associated
with an investment in us. Additional risks and uncertainties that we are unaware of or that we
currently deem immaterial also may become important factors that affect our company. The
Subscription Agreement and related Exhibits also contain forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including the risks described below.
Capitalized terms defined in these Risk Factors that are used but not defined herein shall
have the meanings given to them in the Subscription Agreement to which these Risk Factors are
attached.
RISKS RELATED TO THIS OFFERING
Members will have no direct right to participate in the management of our business.
The members of the Company have no direct right to participate in the management of the
business. Pursuant to the Operating Agreement, the management of our business and affairs is
vested exclusively in the Manager, which is SVRV 385 Moore LLC. SVRV 385 Moore LLC is a
limited liability company owned by Silicon Valley Real Ventures, LLC (“SVRV”) and David
Bragg (the “Principals”). The Manager was selected by the initial members of the Company and
may only be removed for cause or with the unanimous consent of the members. Members will
have no right to participate in the day-to-day operation of the business and will only have the right
to approve certain extraordinary transactions. Accordingly, a subscriber should not purchase the
Interests unless the subscriber is willing to entrust all aspects of our business to the Manager.
Our projections are estimates only; actual results may vary.
Any financial projections provided in the Offering are based on current assumptions as to
future events and conditions which we believe to be reasonable as of the date hereof, but which
are inherently uncertain and unpredictable. The projections have been prepared by the Manager
and no independent expert rendered an opinion as to the reasonableness of the projections or the
assumptions upon which they are based. The projections may prove to be incomplete or incorrect,
and unanticipated events and circumstances may occur. Because of such uncertainties,
B-1
Revised 4//2/19
Exhibit Page 14
and the other risks outlined herein, the actual results of our future operations can be expected to be
different from those projected, and such differences may be material and adverse. Potential
investors should consider the projections in light of the underlying assumptions, reach their own
conclusions as to the reasonableness of those assumptions and evaluate the projections on the basis
of that analysis.
There is no current public trading market for the Interests, and the transferability and
liquidity of the Interests is limited.
There is no public market for the Interests described herein, and no market is expected to
develop for the Interests in the future. The Interests are not being registered under the Securities
Act or the securities laws of any other appropriate jurisdiction, in reliance on exemptions granted
from such registration requirements. The Interests may not be resold or otherwise transferred
unless the Interests are later registered under the Securities Act or the securities laws of any other
appropriate jurisdiction, or unless an exemption from such registration requirements is available.
In addition, there are significant restrictions and limitations regarding the transfer of Interests in
the Operating Agreement. As a result, a member could suffer an economic loss by not being able
to sell all or a portion of his/her/its investment during times when the value of the investment has
increased and conversely during times when the value of the investment is decreasing or if the
member needs funds that a sale of the investment would generate. Accordingly, a member should
be prepared to bear the economic risk of an investment in the Interests for an indefinite period. In
addition, an investor should be able to withstand the total loss of his/her/its investment. Thus, the
Interests are suitable only for purchase as a long-term investment, and the purchasers should be
prepared to bear the economic risk of their investment for an indefinite period of time. Any
certificates to be issued by us representing ownership of the Interests will bear a legend stating that
the Interests represented thereby have not been registered under the Securities Act or any state
laws.
The terms of the Offering have been arbitrarily determined by the Company.
There is no relationship whatsoever between the Subscription Amount for the Interests
being offered herein and our assets, earnings or book value, or any other recognized criteria of
value. In establishing the terms of the Offering, we considered numerous factors, including:
(i) the dollar-amount of proceeds we need to raise and (ii) the percentage of ownership of the
Company to be held by investors upon expiration of the Offering. We did not obtain an independent
appraisal opinion on the valuation of the Interests or the Company. In addition, the Interests are
being offered by us without an underwriter or placement agent. Therefore, you will not have the
benefit of an independent review of the terms of the Interests or the Company. Accordingly, you
should consult your investment, tax, and other professional financial advisors prior to deciding
whether to invest in the Interests.
Payment of an investor’s capital return may not be made for several years, if at all.
We may not make capital-related distributions, including the repayment of contributed
capital, for a significant period of time, and any capital-related distributions will only be made at
the sole discretion of the Manager. Payment of distributions will be dependent upon returns
received by us on our investment. We cannot provide any assurances as to the timing and/or
B-2
Revised 4//2/19
Exhibit Page 15
amount of capital-related distributions, if any. Any delays in making capital-related disbursements
could adversely affect an investor’s economic return of their investment.
The Interests are risky speculative investments. Therefore, you should not invest in the
Interests unless you are able to afford the loss of your entire investment.
The Interests may not be a suitable investment for you, and we advise you to consult with your
investment, tax, and other professional financial advisors prior to deciding whether to invest in the
Interests. The characteristics of the Interests may not satisfy your investment objectives. The
Interests may not be a suitable investment for you based on your ability to withstand a loss of
capital or other aspects of your financial situation, including your income, net worth, financial
needs, investment risk profile, return objectives, investment experience and other factors. Before
deciding whether to purchase Interests, you should consider your investment allocation with
respect to the amount of your contemplated investment in the Interests in relation to your other
investments and the diversity of those holdings. If you cannot afford to lose all of your investment,
you should not invest in the Interests.
We have not retained independent professionals for investors.
We have not retained any independent professionals to review or comment on the Offering
or otherwise protect the interests of the investors hereunder. Although we have retained our own
counsel, neither such firm nor any other firm has made any independent examination of any factual
matters represented by management herein, and purchasers of the Interests offered hereby should
not rely on the firm so retained with respect to any matters herein described.
The Interests may be diluted by future issuances of securities.
Following the completion of the Offering, the Company may issue additional securities, including
securities that provide for payment prior to payment on the Interests in the Offering. The issuance
of such additional securities could adversely affect the interests of a purchaser in the Offering.
Investors may experience “phantom income.”
The Company will operate as a limited liability company taxable as a partnership under
federal and most state laws. This means that each member, for tax purposes, must report a
proportionate amount of the Company’s net income and net loss on his or her individual tax return.
The members could experience what is commonly known as “phantom income.” These are
situations in which the Company is required to report net income, and each member is required to
pay a tax on his or her proportionate share of such net income, but the Company has no available
cash to distribute to the members. This could occur, for example, if for some reason book net
income differs materially from cash flow, or if management determines that significant funds
should be retained for the Company’s growth or for reserves. The Company does intend to make
tax distributions to members to enable the holder to pay expected tax liabilities. However, there
can be no assurance that the Company will have sufficient resources to make such distributions or
that it will actually make such distributions and, therefore, each member may
B-3
Revised 4//2/19
Exhibit Page 16
have insufficient funds available to meet tax obligations arising from phantom income from the
member’s investment in the Company.
Prospective investors in Interests may face adverse tax consequences.
The federal income tax consequences of an investment in the Interests are subject to certain
risks that are particular to circumstances affecting the individual investors and it is recommended
that each investor consult his or her accountant or tax counsel before investing in the Interests. We
are not able to account for or address each subscriber’s individual tax situation and therefore make
no representation as to the income tax treatment or consequences of an investment in the Interests.
RISKS RELATED TO THE COMPANY
The Project has no operating history.
The Company was formed in California during July of 2018 and, as of the date of the
Subscription Agreement, it has not conducted any business operations. Therefore, the Company
has no historical financial information upon which a prospective investor can base his, her or its
investment decision.
The success of the Project should be considered in its development stage and its operations
are subject to all of the risks inherent in the establishment of a new business enterprise, including,
but not limited to, hurdles or barriers to the implementation of its business plan. No assurances can
be given that the Project will operate profitably.
B-4
Revised 4//2/19
Exhibit Page 17
Past results are not indicative of future results.
The past performance of the Manager and the Principals, and of any service providers
expected to be affiliated with the Project, cannot be construed as an indication of the future results
of the Project. Although people involved in the ownership and management of the Project have prior
experience with significant projects in their respective fields of specialization, investors should be
aware that the past performance by those involved with the Project should not be considered as an
indication of future results. Prospective investors in the Interests should consider our prospects in
light of the risks, uncertainties and difficulties frequently encountered by companies that are, like
us, in an early stage of development. While we have formulated our current business plans and
strategies based on certain assumptions regarding the industry potential and these assumptions are
based on our good faith estimates, there can be no assurance that our assessments will prove to be
correct or complete. We cannot guarantee that we will succeed in achieving any one or more of our
goals, and failure to do so would likely cause an adverse effect on our business and financial
position.
The Manager and its affiliates are subject to conflicts of interest.
The Manager and the Principals are affiliated with the general partner of Silicon Valley Real
Ventures, LLC. While the Manager will manage conflicts to the best of its ability, including by
means of recusals of interested person, there can be no assurances that all decisions will be made
completely clear of conflicts of interests.
In addition, the Manager (and the Principals) is required to devote only so much of its time to our
business as it, in its sole judgment, determines to be reasonably necessary, and it is not restricted
from engaging in other activities. The Manager and the Principals may continue to acquire and to
operate other business interests for their own respective accounts, even if such businesses may be
deemed competitive to the Company.
The liability of the Manager to Investors and the Company is limited and subject to
indemnification.
Except as otherwise specifically set forth in the Operating Agreement or as provided under
California law, neither the Manager nor its designated agents or affiliates shall be personally liable
to any investor. The performance of, or the failure to perform, any act, the effect of which may
cause or result in loss or damage to the Company, if performed or omitted in good faith and in
accordance with the terms of the Operating Agreement, shall not subject the Manager nor its agents
or affiliates to any personal liability to either the Company or any investors. The Operating
Agreement requires us to indemnify and hold harmless the Manager, its agents and its affiliates,
together with their respective officers, directors, employees and designated agents, from any loss,
claim, damage, judgement, fine, expense or liability resulting from any such act or omission,
including, without limitation, reasonable costs and expenses of litigation and appeal (including
reasonable fees and expenses of attorneys engaged by the Manager and/or its agents or affiliates
in defense of each such act or omission); but the Manager and its agents or affiliates shall not be
entitled to be indemnified or held harmless due to, or arising from, fraud, bad faith or willful
misconduct by such parties. These provisions will limit the ability of investors to recoup any losses
in their investment by an action against the Manager or the Company and investors may have to
bear any such losses.
B-5
Revised 4//2/19
Exhibit Page 18
RISKS RELATED TO THE PROJECT
The Project’s success is dependent upon the successful implementation of the business plan.
The success of the Project, and our ability to generate distributable cash flow, will largely
depend upon Silicon Valley Real Venture’s (“SVRV”) successful implementation of the business
plan for the Project. Because many of the factors necessary for success are beyond the control of
SVRV, there can be no assurance that SVRV will be able to successfully implement the business
plan, carry out the business plan as currently planned and/or as circumstances require, or at all.
Moreover, there can be no assurance that the Project will be developed in a timely manner or if at.
Any inability or material delay in the development of the Project will have a material adverse effect
on our distributable cash flow and the value of our investment.
Timing of Completion is Uncertain.
Included in the Project’s business plan is a time schedule for the completion of the Project.
There are no assurances that this time schedule can be met, and if the timing for the completion of
development is delayed by any significant degree, then the cost of development may increase and
the receipt of proceeds could be delayed.
The Project may incur cost overruns.
Cost overruns may be encountered as a result of numerous factors, including delay in the
development process and the failure of certain contracted parties to complete their work in
accordance with the contracted amount, necessitating the substitution of subcontractors and
potential increases in pricing. The costs of construction materials and labor may change to the
detriment of SVRV and SVRV 385 Moore LLC during the course of construction. Furthermore,
unforeseen issues may be encountered that otherwise require an increase in the development
budget that have not otherwise been reserved for in the contingency fund. Significant cost overruns
may delay the completion of the Project or necessitate additional debt or equity investments, which
may adversely affect our distributable cash flow and the value of our investment.
Silicon Valley Real Ventures LLC may not be able to obtain a Senior loan.
The business plan for the Project assumes that SVRV obtains a SVRV loan to finance
development of the Project. The development of the Project cannot likely occur until the Senior
loan is obtained. If SVRV is unable to obtain a Senior loan, it will have to obtain other debt
financing, which may not be available or may have a higher interest rate or other unfavorable terms
and conditions. The inability to obtain the Senior loan or other suitable financing (or significant
delays in obtain such financing) will affect profitability of the Project and therefore our ability to
repay investors.
The success of the Project depends, in part on the success of the developer and operator.
SVRV 385 Moore LLC has entered into a development agreement with Silicon Valley Real
Ventures, LLC (“SVRV”) to develop the project in exchange for a development fee and promote.
If SVRV 385 Moore LLC and SVRV disagree and cannot resolve certain development,
construction, cost and other issues,
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SVRV has the ability to withdraw from the development agreement. If SVRV withdraws from the
development agreement, SVRV 385 Moore LLC may have to find an alternate development
partner, which may come at a considerably higher cost.
In addition, the success of the Project in large part will be dependent upon the ability of the
operator to promote the Project through its marketing channels and its business connections. There
are no assurances that the operator will be able to successfully operate the Project as set forth in
the financial forecasts of the business plan. If projections are not met, our investment in the Project
and the distributable cash flow from the Project will be adversely affected.
Our investment is subject to risks particular to real property.
The real estate industry is highly cyclical by nature, and future market conditions are
uncertain. There are many factors which affect real estate investments, and many of these factors
are beyond our control, including, but not limited to:
changes in local and economic conditions;
changes in the financial condition of tenants, and buyers and sellers of property;
changes in the availability of debt financing and refinancing;
changes in the relative popularity of properties and in real estate as an investment
class;
changes in interest rates, real estate taxes and operating and other expenses;
changes in market capitalization rates;
changes in environmental, zoning and other applicable laws and regulations (and
changes in the application and interpretation of such laws and regulations);
changes in fiscal policies;
changes in utility rates;
changes in market rental rates;
development and improvement of competitive properties;
competition for tenants and buyers;
ongoing capital improvement and repair requirements;
risks and operating problems arising out of the presence of certain construction
materials;
environmental claims arising in respect of real estate acquired with undisclosed or
unknown environmental problems or as to which adequate reserves had not been
established;
the risk of loss from casualty or condemnation;
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physical destruction and depreciation of equipment and property;
damage to, and destruction of, properties, including uninsurable losses (such as damage
from wind storms, hurricanes, earthquakes, floods or other natural disasters or acts of
nature);
changes in availability and cost of insurance, including the inability to obtain
insurance against various risks;
increases in the costs of labor and materials; and
labor and material shortages; and strikes, lockouts, slowdowns and labor disputes.
The Project is subject to construction risks.
The Project development involves significant construction activity. Residential l
development typically requires substantial capital outlay during the construction period, and
several years could pass before positive cash flows can be generated, if ever. The time and costs
required to complete the Project may be substantially increased by many factors, including
shortages of materials, equipment, technical skills and labor, adverse weather conditions, natural
disasters, labor disputes, disputes with contractors, accidents, changes in government priorities and
policies, delays in obtaining the requisite licenses, permits, and approvals from the relevant
authorities, construction costs of the Project exceeding its original estimates, failure to complete
development of the Project on schedule or in conformity with building plans and specifications,
the lack of available construction financing on favorable terms or at all, the lack of available
permanent financing upon completion of a property financed through construction loans, on
expected terms or at all, liability for injuries and accidents occurring during the construction
process and for environmental liabilities including those that may result from off-site disposal of
construction materials, strikes, inclement weather, government regulations and other conditions
beyond its control that delay construction or otherwise increase the cost of development and other
unforeseeable problems and circumstances. These problems may delay construction, which in turn
would delay the Project’s ability to generate cash flow, and increase costs, which can significantly
reduce projected rates of return. Obtaining building permits is a time- consuming process, and it is
virtually impossible to predict how long it shall take to receive final building permits. This
uncertainty could result in construction delays and increased costs associated with the Project. The
costs of construction materials and labor may change to the detriment of the Project during the
course of construction and obtaining required building permits and other governmental approvals.
Unanticipated cost increases may require additional capital to complete construction of the Project.
In addition, failure to complete Project development according to the Project’s original
specifications or schedule, if at all, may give rise to potential liabilities and, as a result, an
investor’s return on investment being different than originally expected.
Development activities may also be adversely affected by circumstances beyond its control,
including: work stoppages; labor disputes; shortages of qualified trades people, such as carpenters,
roofers, electricians and plumbers; changes in laws relating to union organizing activity; lack of
adequate utility infrastructure and services; its reliance on local subcontractors who may not be
adequately capitalized or insured; and shortages, delay in the start or completion
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of, or could increase the cost of, developing one or more of its properties. If the Developer is unable
to recover these increased costs by raising its lease rates, its financial performance and liquidity
could be materially and adversely affected.
Additionally, due to the amount of time required for planning, constructing and leasing
and/or stabilization of development properties, the Project may not realize a significant cash return
for several years. If any of the above events occur, the development of the Project may hinder its
growth and have an adverse effect on its results of operations and cash flows. In addition, new
development activities, regardless of whether or not they are ultimately successful, typically
require substantial time and attention from management.
The Project will be subject to catastrophic and force majeure events and insurance may not
cover all losses.
The Project may be subject to catastrophic events and other force majeure events, such as
fires, earthquakes, adverse weather conditions, drought, changes in law, eminent domain, war,
riots, terrorist attacks and similar risks. These events could result in the partial or total loss of
investment or significant down time resulting in lost revenues and jobs, among other potentially
detrimental effects. While the Project is expected to seek to maintain insurance (to the extent
available on commercially reasonable terms) to mitigate the potential loss resulting from risks
customarily covered by insurance, purchasing such products may not be practicable or feasible.
Moreover, it will not be possible to insure against all such risks and any insurance proceeds as may
be derived in a timely manner with respect to covered risks may be inadequate to completely or
even partially cover a loss of revenues, an increase in operating and maintenance expenses and/or
a replacement or rehabilitation. In addition, certain losses of a catastrophic nature, such as those
caused by wars, earthquakes, terrorist attacks or other similar events, or certain types of liability
claims, may either be uninsurable or insurable only at such high rates that such insurance coverage,
if obtained, would adversely impact the Project’s profitability. If a major uninsured loss were to
occur with respect to the Project, the value of the Project could be lost or significantly reduced and
we could lose our capital invested in the Project.
The Project will conduct business in a regulated industry and changes in regulations or
violations of regulations may result in increased costs or sanctions that reduce the Project’s
revenue and profitability.
The Project’s operations are subject to many laws and regulations at the state and local
government levels. These laws and regulations require that the Project maintain various licensing,
certification and other requirements. While the Project will attempt to comply with all applicable
laws and regulations, some of which can be complex and subject to interpretation, the Project may
fail to comply with all applicable laws and regulations. If the Project fails to comply with such
applicable laws and regulations, it could suffer civil or criminal penalties, including becoming the
subject of cease and desist orders, rejection of the payment of their claims, and the loss of licenses
to operate, or be required to make significant changes to its operations. Any such penalties, losses
or other adverse consequences may have a material adverse effect on our distributable cash flow
and the value of our investment.
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The Project is exposed to the risk of environmental liabilities.
The Project will be subject to various environmental and health and safety laws, regulations
and permit requirements. The Project is subject to changing and increasingly stringent
environmental and health and safety laws, regulations and permit requirements, and there can be
no guarantee that all costs and risks regarding compliance with environmental laws and regulations
can be identified. New and more stringent environmental and health and safety laws, regulations
and permit requirements or stricter interpretations of current laws or regulations could impose
substantial additional costs on the Project.
The Project is subject to the risks of leverage.
The Project will have significant leverage and any inability to service this debt could result
in material adverse results to its operating results, cash flows and financial condition. The degree
to which the Project is leveraged could have important consequences to us and our inv
Preview
1 Collin J. Vierra (State Bar No. 322720) 2 EIMER STAHL LLP 99 S. Almaden Blvd., Ste. 600 3 San Jose, CA 95113-1605 Telephone: (408) 889-1668 4 Email: cvierra@eimerstahl.com 5 Attorney for Plaintiffs 6 7 SUPERIOR COURT OF THE STATE OF CALIFORNIA 8 COUNTY OF SAN MATEO 9 10 Robert Arntsen; Mary Lee; Arntsen Family Case No. 22-CIV-01148 Partnership, LP; and Brian Christopher Dunn 11 Custodianship; Dept. 21 12 Plaintiffs, Hon. Robert D. Foiles 13 v. 14 David M. Bragg; Silicon Valley Real Ventures EXHIBITS TO DECLARATION OF LLC; SVRV 385 Moore, LLC; SVRV 387 JACKY HUANG 15 Moore, LLC; Gregory J. Davis; Kevin Wolfe; Jason Justesen; Paramont Woodside, LLC; 16 and Paramont Capital, LLC; 17 Defendants. 18 19 20 21 22 23 24 25 26 27 28 EXHIBITS TO DECLARATION OF JACKY HUANG Exhibit Page 1 1 INDEX 2 Exhibit A: February 12, 2020, Wire Transaction Summary from Quanyu “Jacky” Huang to SVRV 3 385 Moore LLC, Amount: $50,000 …………………...…………………………………………..3 4 Exhibit B: February 12, 2020, Wire Transaction Summary from Quanyu “Jacky” Huang to SVRV 5 6 387 Moore LLC, Amount: $50,000…………………………………………………....……..…….6 7 Exhibit C: January 2020, Investment-Subscription Agreement between Quanyu “Jacky” Huang 8 and SVRV 385 Moore, LLC…………………...…………………………………………………..8 9 10 Exhibit D: January 2020, Investment-Subscription Agreement between Quanyu “Jacky” Huang 11 and SVRV 387 Moore, LLC………………………………………….………………...…….…. 32 12 Exhibit E: March 28, 2020, Email Correspondence from Kurtis Kludt to Quanyu “Jacky” Huang, 13 John Zhijun Ho, and David Bragg, re: Need for Additional 14 15 Funds………………………………………………...…………………………………………...56 16 Exhibit F: April 3, 2020, Wire Transaction Summary from Quanyu “Jacky” Huang to SVRV 385 17 Moore, LLC, Amount: $1,500…………………………………………….…...…………………59 18 19 Exhibit G: Compilation of Eimer Stahl Invoice Summaries to Quanyu “Jacky” Huang for Services 20 Rendered re: Woodside Litigation………………………………………………..……...…….....61 21 22 23 Dated: March 21, 2023 By: ______________________ 24 Collin J. Vierra 25 26 27 28 EXHIBITS TO DECLARATION OF JACKY HUANG Exhibit Page 2 Exhibit A Exhibit Page 3 Wire Research DATA SOURCE Wires ACCOUNT . . .036 AMOUNT $50,000.00 BENIFICIARY BANK SVRV 385 MOORE LLC BNF ADDR 1 BNF ADDR2 BNFADDR3 BNF ID . . .036 BRANCH ID FR1 COUNTRY CODE CURRENCY USD WIRE DATE 2/12/2020 DIRECTION Incoming INTERMD BANK ' I 546 M1A PAYMENT METHOD FED MESSAGE STATUS COMPLETE MESSAGE TYPE 10 MESSAGE SUBTYPE 00 •: IRA SVCS FBO HUANG, QUANYUIRA706681 OFFICE e •I 01 ORIGINATOR IRA SERVICES ORGADDR 1 1160 INDUSTRIAL RD STE 1 ORGADDR2 SAN CARLOS CA 94070-4128 ORGADDR3 us ORG ID - 336 ORG ID CODE AC RECVABA 321081669 RECVNAME FIRST REPUBLIC BK REF IMAD REFERENCE 453 SENDERABA - 882 SENDER NAME FREMONT BANK PAYMENT SOURCE FR1 TIME 2020-02- 12 16:56:17.831 USERID VALUE DATE 2/12/2020 BBK ID BBKADDR 1 BBKADDR2 BBKADDR3 CUSIP EXCHANGE RATE IBKADDR 1 IBKADDR2 IBKADDR3 INITIATOR ID INS AMOUNT INSCURCODE LOCAL INS CODE • OGBADDR 1 OGBADDR2 OGBADDR 3 OGB ID SPREAD SPREAD AMOUNT TEMPLATE CONFIDENTIAL PROPERTY Exhibit Page 4 Wire Research DATA SOURCE Wires ACCOUNT 11111111>234 AMOUNT $50,000.00 BENIFICIARY BANK SVRV 387 MOORE LLC BNF ADDR 1 BNF ADDR2 BNFADDR3 BNF ID 11111111>234 BRANCH ID FR1 COUNTRY CODE CURRENCY USD WIRE DATE 2/12/2020 DIRECTION Incoming INTERMD BANK ' I 547 051E PAYMENT METHOD FED MESSAGE STATUS COMPLETE MESSAGE TYPE 10 MESSAGE SUBTYPE 00 •: IRA SVCS FBO HUANG, QUANYUIRA706681 OFFICE OMAD 01 ORIGINATOR IRA SERVICES ORGADDR 1 1160 INDUSTRIAL RD STE 1 ORGADDR2 SAN CARLOS CA 94070-4128 ORGADDR3 us ORG ID - 336 ORG ID CODE AC RECVABA - 669 RECVNAME FIRST REPUBLIC BK REF IMAD REFERENCE 454 SENDERABA - 882 SENDER NAME FREMONT BANK PAYMENT SOURCE FR1 TIME 2020-02- 12 16:56:20.719 USERID VALUE DATE 2/12/2020 BBK ID BBKADDR 1 BBKADDR2 BBKADDR3 CUSIP EXCHANGE RATE IBKADDR 1 IBKADDR2 IBKADDR3 INITIATOR ID INS AMOUNT INSCURCODE LOCAL INS CODE • OGBADDR 1 OGBADDR2 OGBADDR 3 OGB ID SPREAD SPREAD AMOUNT TEMPLATE CONFIDENTIAL PROPERTY Exhibit Page 5 Exhibit B Exhibit Page 6 Wire Research DATA SOURCE Wires ACCOUNT 11111111>234 AMOUNT $50,000.00 BENIFICIARY BANK SVRV 387 MOORE LLC BNF ADDR 1 BNF ADDR2 BNFADDR3 BNF ID 11111111>234 BRANCH ID FR1 COUNTRY CODE CURRENCY USD WIRE DATE 2/12/2020 DIRECTION Incoming INTERMD BANK ' I 547 051E PAYMENT METHOD FED MESSAGE STATUS COMPLETE MESSAGE TYPE 10 MESSAGE SUBTYPE 00 •: IRA SVCS FBO HUANG, QUANYUIRA706681 OFFICE OMAD 01 ORIGINATOR IRA SERVICES ORGADDR 1 1160 INDUSTRIAL RD STE 1 ORGADDR2 SAN CARLOS CA 94070-4128 ORGADDR3 us ORG ID - 336 ORG ID CODE AC RECVABA - 669 RECVNAME FIRST REPUBLIC BK REF IMAD REFERENCE 454 SENDERABA - 882 SENDER NAME FREMONT BANK PAYMENT SOURCE FR1 TIME 2020-02- 12 16:56:20.719 USERID VALUE DATE 2/12/2020 BBK ID BBKADDR 1 BBKADDR2 BBKADDR3 CUSIP EXCHANGE RATE IBKADDR 1 IBKADDR2 IBKADDR3 INITIATOR ID INS AMOUNT INSCURCODE LOCAL INS CODE • OGBADDR 1 OGBADDR2 OGBADDR 3 OGB ID SPREAD SPREAD AMOUNT TEMPLATE CONFIDENTIAL PROPERTY Exhibit Page 7 Exhibit C Exhibit Page 8 385 Moore Road, Woodside 165 Constitution Drive Menlo Park, CA 94025 650.867.9965 January 2020 Investment-Subscription Agreement Quanyu Huang - SVRV 385 Moore LLC Investment Terms IRA Services Trust Company CFBO Quanyu Huang, IRA706681 (Tax ID: 26-2627205) (“Investor”), SVRV Preferred Equity Member, agrees to invest at least $50,000 into SVRV 385 Moore LLC, a California limited liability company’s (“Woodside”), on or before January 31, 2020 with the option to invest more until fundraising closes. The Capital Invested will be spent on the purchase of land, improvements and the development of real property located at 385 Moore Rd, Woodside, CA, 94062-1149 (“Property”), APN: 073-133-390. More specifically, entitling, permitting, and constructing will commence by SVRV (‘Developer/Sponsor”) for the sale of a residential home on the Property, and such ancillary activities as are reasonably necessary to accomplish that purpose. The capital invested will be spent on, but not limited to, the operational costs for entitling, permitting and construction on the Property, including team and professional service expenses, legal formation, carrying costs, and related tax expenses. Ownership Woodside is currently offering 100% of the total Membership Units outstanding for a total of $100,000 to SVRV Preferred Equity Members. Investor is committing to capital contributions in tranches of $50,000 or more. Each increment of $50,000 buys the corresponding pro rata shares available of Woodside’s total Membership Units, 50%. *Reference Exhibit “A” to review the Capitalization Table *Reference Exhibit “B” to review Risk Disclosures *Reference Exhibit "C" to review PM Staff Rates For investments greater than $50,000, the number of Woodside Membership Units acquired by the Investor would increase pro rata. SVRV Preferred Equity Member shall not be involved in any management decisions affecting the Developer/Sponsor or Property. SVRV Preferred Equity Member(s) Contribution Requirement(s): I. Entitlement, Sales & Marketing – Development $50,000 1/31/2020 Capital Stack 1. Senior Debt (Bank or Private credit- Genesis Capital) 2. SVRV Preferred Equity Member (Additional Capital Contributions) 3. 3rd Party Preferred Equity Partner (Preferred Equity Capital- Paramont Capital) 4. SVRV Private Equity Partner (Limited Partner Contributions) 5. Sponsor/Developer Participation (SVRV & Managing Partners), management carry & net proceeds *All Debt related capital, SVRV Preferred Equity Members, 3rd Party Preferred Equity Partners and SVRV Private Equity Partners shall not be involved in any management decisions affecting Sponsor/Developer or the Property as stipulated in the Operating Agreement. Exhibit Page 9 Pay back and Distribution from the Operating Agreement of SVRV 385 MOORE, LLC, Section 4.8: Upon sale of the Property, Woodside will use the net sales proceeds as summarized: First, to pay off any debt (Senior & Junior debt or other credit & interest loaned from any financial institution or private party) or other encumbrances (property taxes, liens) of the Property. 5.1. DISTRIBUTION WATERFALL. Upon sale of the Property or liquidation of the Company, distributions of Company assets shall be in the following priority: (a) First, any Member who has made Additional Capital Contributions pursuant to Section 3.1 (or pursuant to Section 3.3(c) if made to cure a failure to make an Additional Capital Contribution) shall receive a Preferred Return on that portion of the Additional Capital Contributions from the date contributed to the date reimbursed to the Member pursuant to Section 4.8(b). If multiple Members are entitled to distributions under this Section 4.8(a), distributions shall be made in proportion to the maximum amounts then distributable to each Member under this Section 4.8(a). For clarity, this Section 4.8(a) does not apply to the required Initial Capital Contributions or the Subsequent Capital Contributions shown on Exhibit “C”. (b) Second, any Member who has made Additional Capital Contributions pursuant to Section 3.1 (or pursuant to Section 3.3(c) if made to cure a failure to make an Additional Capital Contribution) shall receive an amount equal to such Additional Capital Contributions. If multiple Members are entitled to distributions under this Section 4.8(b), distributions shall be made in proportion to the maximum amounts then distributable to each Member under this Section 4.8(b). For clarity, this Section 4.8(b) does not apply to the required Initial Capital Contributions or the Subsequent Capital Contributions shown on Exhibit “C”. (c) Third, Paramont will receive payment of the Preferred Return that has accrued on its Initial Capital Contribution as set forth on Exhibit “C” from the date contributed to the date returned to Paramont pursuant to Section 4.8(d). (d) Fourth, Paramont will receive the return of all Capital Contributions made by Paramont. (e) Fifth, SVRV will receive payment of the Preferred Return that has accrued on SVRV’s Initial Capital Contribution and the Subsequent Capital Contributions (if made) as set forth on Exhibit “C” from the date contributed to the date returned to SVRV pursuant to Section 4.8(f). (f) Sixth, SVRV will receive the return of its Initial Capital Contribution and Subsequent Capital Contribution (if made). (g) Seventh, all distributions will be distributed twenty percent (20%) to SVRV and eighty percent (80%) to the Members in proportion to their respective Percentage Interests in the Company until such time as Paramont has received all of its Capital Contributions plus a return of seventy percent thereon. (h) Thereafter, all distributions will be distributed either (i) forty percent (40%) to SVRV and sixty percent (60%) to the Members in proportion to their respective Percentage Interests in the Company if and only if the Company has sold all of its assets and has distributed all amounts distributable to the Members under Sections 4.8(a) – (g) within one (1) year following execution of this Agreement or (ii) twenty percent (20%) to SVRV and eighty percent (80%) to the Members in proportion to their respective Percentage Interests in the Company if part (i) of this subsection does not apply. Exhibit Page 10 Investor Suitability By executing this Investment Agreement, each Investor warrants the following: 1. The Investor is an “accredited investor” as such term is defined under Regulation D adopted under the Securities Act of 1933. 2. By reason of the Investor’s business or financial experience, he/she is capable of evaluating the merits and risks of this investment and of protecting his/her interest in connection with the transaction. 3. That the Investor has reviewed the Operating Agreement for SVRV 385 Moore LLC. 4. That the Investor has reviewed the corresponding Exhibits: Exhibit “A” Cap Table, Exhibit “B” Risk Disclosures, and Exhibit "C" PM Staff Rates attached for SVRV 385 Moore LLC. 5. The Investor has reviewed the Woodside Portfolio Presentation overview outlining Project fundamentals, projections, and Capital requirements. Information You shall receive quarterly email updates on the progress of the investment until completion. Developer/Sponsor also publishes progress updates about this project via social media outlets and our website. Our team will meet with you upon calendar scheduling. Contact information Your contact person in anything related to your Woodside investment will be Managing Director David Bragg. You can reach him by email: d@realsv.com or by cell phone: 650-867-9965. Investment Funded Invested capital and additional capital contributions will be consummated upon execution of this Investment Agreement. All Members of Woodside shall receive any necessary amended and restated copy of the Operating Agreement reflecting changes. Investment can be performed by wire transfer to the LLC’s First Republic Bank account below: Account Name: SVRV 385 MOORE LLC Checking AccountNumber: 80007233036 Domestic Wire / ACH Instructions Wire / Credit Funds: First Republic Bank 111 PineStreet San Francisco,CA 94111 ABA / Routing Number: 321 081 669 SWIFT Code: FRBBUS6S Special Instructions(if any): Member’s Capital Contribution into SVRV 385 Moore, LLC (Woodside) Confidentiality This agreement is confidential. You may not disclose this agreement to any person other than your accountant, tax advisor, lawyer, or other persons advising you on this investment – and then only in confidentiality and in connection with this agreement. In the event of a dispute This agreement is signed with SVRV 385 Moore, LLC, a Limited Liability Corporation of the State of California. In the event of disputes, the two parties will do their best to solve any issues in open conversation. If resolution is not found, then a professional California based mediator can be brought in. The agreement is governed by the State of California. Exhibit Page 11 By signing this agreement, you acknowledge that any investment comes with variable risk and that you accept the terms listed above. We are excited to move forward with you on our team! Date: January 2020 Date: January 2020 David Bragg IRA Services Trust Company CFBO Quanyu Huang, Silicon Valley Real Ventures, LLC IRA706681 (Tax ID: 26-2627205) SVRV Preferred Equity Member Signature Signature Managing Director Accredited Investor Name: Title: Address: City, State, Zip Code: SSN/Taxpayer ID: Email Address: Phone # Exhibit Page 12 Exhibit "A": 385 MOORE ROAD, WOODSIDE CAP TABLE Capital Membership Sponsor/Developer Date Admitted Invested % Ownership Units Silicon Valley Real Ventures LLC (SVRV) 11/27/2018 $0 20.00% 2000 Total 20.00% 2000 SVRV Preferred Equity Member Quanyu Huang 1/31/2020 $50,000 50% 5,000 Total $50,000 50% 5,000 3rd Party Preferred Equity Partner Paramont Woodside LLC 11/27/2018 $1,000,000 58.29% 5,829 SVRV Private Equity Partner Robert Arntsen 01/15/2019 $100,000 5.83% 583 Arntsen Family Partnership 6/8/2018 $125,000 7.29% 729 Brian Dunn Trust 6/8/2018 $15,000 0.87% 87 Jen Arntsen 7/9/2018 $15,000 0.87% 87 Mary Lee 7/9/2018 $50,000 2.91% 291 Lukas Leuthold 4/27/2018 $17,500 1.02% 102 John Zhijun Ho 10/16/2018 $50,000 2.91% 291 0.00% 0 Total $1,372,500 80.00% 8,000 Exhibit Page 13 EXHIBIT “B” RISK FACTORS An investment SVRV 385 Moore LLC (the “Company,” “we,” “us,” or “our”) involves significant risks and should only be considered by investors who can afford the loss of their entire investment. This investment is suitable only for persons who have substantial resources and who do not anticipate that they will be required to liquidate the investment in the foreseeable future. You should carefully consider the risks described below in addition to the other information set forth in this Subscription Agreement, and the Exhibits attached hereto, before making an investment decision. The risks and uncertainties described below are those that we currently believe may materially affect our company and are not meant to be an exhaustive listing of all possible risks associated with an investment in us. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial also may become important factors that affect our company. The Subscription Agreement and related Exhibits also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below. Capitalized terms defined in these Risk Factors that are used but not defined herein shall have the meanings given to them in the Subscription Agreement to which these Risk Factors are attached. RISKS RELATED TO THIS OFFERING Members will have no direct right to participate in the management of our business. The members of the Company have no direct right to participate in the management of the business. Pursuant to the Operating Agreement, the management of our business and affairs is vested exclusively in the Manager, which is SVRV 385 Moore LLC. SVRV 385 Moore LLC is a limited liability company owned by Silicon Valley Real Ventures, LLC (“SVRV”) and David Bragg (the “Principals”). The Manager was selected by the initial members of the Company and may only be removed for cause or with the unanimous consent of the members. Members will have no right to participate in the day-to-day operation of the business and will only have the right to approve certain extraordinary transactions. Accordingly, a subscriber should not purchase the Interests unless the subscriber is willing to entrust all aspects of our business to the Manager. Our projections are estimates only; actual results may vary. Any financial projections provided in the Offering are based on current assumptions as to future events and conditions which we believe to be reasonable as of the date hereof, but which are inherently uncertain and unpredictable. The projections have been prepared by the Manager and no independent expert rendered an opinion as to the reasonableness of the projections or the assumptions upon which they are based. The projections may prove to be incomplete or incorrect, and unanticipated events and circumstances may occur. Because of such uncertainties, B-1 Revised 4//2/19 Exhibit Page 14 and the other risks outlined herein, the actual results of our future operations can be expected to be different from those projected, and such differences may be material and adverse. Potential investors should consider the projections in light of the underlying assumptions, reach their own conclusions as to the reasonableness of those assumptions and evaluate the projections on the basis of that analysis. There is no current public trading market for the Interests, and the transferability and liquidity of the Interests is limited. There is no public market for the Interests described herein, and no market is expected to develop for the Interests in the future. The Interests are not being registered under the Securities Act or the securities laws of any other appropriate jurisdiction, in reliance on exemptions granted from such registration requirements. The Interests may not be resold or otherwise transferred unless the Interests are later registered under the Securities Act or the securities laws of any other appropriate jurisdiction, or unless an exemption from such registration requirements is available. In addition, there are significant restrictions and limitations regarding the transfer of Interests in the Operating Agreement. As a result, a member could suffer an economic loss by not being able to sell all or a portion of his/her/its investment during times when the value of the investment has increased and conversely during times when the value of the investment is decreasing or if the member needs funds that a sale of the investment would generate. Accordingly, a member should be prepared to bear the economic risk of an investment in the Interests for an indefinite period. In addition, an investor should be able to withstand the total loss of his/her/its investment. Thus, the Interests are suitable only for purchase as a long-term investment, and the purchasers should be prepared to bear the economic risk of their investment for an indefinite period of time. Any certificates to be issued by us representing ownership of the Interests will bear a legend stating that the Interests represented thereby have not been registered under the Securities Act or any state laws. The terms of the Offering have been arbitrarily determined by the Company. There is no relationship whatsoever between the Subscription Amount for the Interests being offered herein and our assets, earnings or book value, or any other recognized criteria of value. In establishing the terms of the Offering, we considered numerous factors, including: (i) the dollar-amount of proceeds we need to raise and (ii) the percentage of ownership of the Company to be held by investors upon expiration of the Offering. We did not obtain an independent appraisal opinion on the valuation of the Interests or the Company. In addition, the Interests are being offered by us without an underwriter or placement agent. Therefore, you will not have the benefit of an independent review of the terms of the Interests or the Company. Accordingly, you should consult your investment, tax, and other professional financial advisors prior to deciding whether to invest in the Interests. Payment of an investor’s capital return may not be made for several years, if at all. We may not make capital-related distributions, including the repayment of contributed capital, for a significant period of time, and any capital-related distributions will only be made at the sole discretion of the Manager. Payment of distributions will be dependent upon returns received by us on our investment. We cannot provide any assurances as to the timing and/or B-2 Revised 4//2/19 Exhibit Page 15 amount of capital-related distributions, if any. Any delays in making capital-related disbursements could adversely affect an investor’s economic return of their investment. The Interests are risky speculative investments. Therefore, you should not invest in the Interests unless you are able to afford the loss of your entire investment. The Interests may not be a suitable investment for you, and we advise you to consult with your investment, tax, and other professional financial advisors prior to deciding whether to invest in the Interests. The characteristics of the Interests may not satisfy your investment objectives. The Interests may not be a suitable investment for you based on your ability to withstand a loss of capital or other aspects of your financial situation, including your income, net worth, financial needs, investment risk profile, return objectives, investment experience and other factors. Before deciding whether to purchase Interests, you should consider your investment allocation with respect to the amount of your contemplated investment in the Interests in relation to your other investments and the diversity of those holdings. If you cannot afford to lose all of your investment, you should not invest in the Interests. We have not retained independent professionals for investors. We have not retained any independent professionals to review or comment on the Offering or otherwise protect the interests of the investors hereunder. Although we have retained our own counsel, neither such firm nor any other firm has made any independent examination of any factual matters represented by management herein, and purchasers of the Interests offered hereby should not rely on the firm so retained with respect to any matters herein described. The Interests may be diluted by future issuances of securities. Following the completion of the Offering, the Company may issue additional securities, including securities that provide for payment prior to payment on the Interests in the Offering. The issuance of such additional securities could adversely affect the interests of a purchaser in the Offering. Investors may experience “phantom income.” The Company will operate as a limited liability company taxable as a partnership under federal and most state laws. This means that each member, for tax purposes, must report a proportionate amount of the Company’s net income and net loss on his or her individual tax return. The members could experience what is commonly known as “phantom income.” These are situations in which the Company is required to report net income, and each member is required to pay a tax on his or her proportionate share of such net income, but the Company has no available cash to distribute to the members. This could occur, for example, if for some reason book net income differs materially from cash flow, or if management determines that significant funds should be retained for the Company’s growth or for reserves. The Company does intend to make tax distributions to members to enable the holder to pay expected tax liabilities. However, there can be no assurance that the Company will have sufficient resources to make such distributions or that it will actually make such distributions and, therefore, each member may B-3 Revised 4//2/19 Exhibit Page 16 have insufficient funds available to meet tax obligations arising from phantom income from the member’s investment in the Company. Prospective investors in Interests may face adverse tax consequences. The federal income tax consequences of an investment in the Interests are subject to certain risks that are particular to circumstances affecting the individual investors and it is recommended that each investor consult his or her accountant or tax counsel before investing in the Interests. We are not able to account for or address each subscriber’s individual tax situation and therefore make no representation as to the income tax treatment or consequences of an investment in the Interests. RISKS RELATED TO THE COMPANY The Project has no operating history. The Company was formed in California during July of 2018 and, as of the date of the Subscription Agreement, it has not conducted any business operations. Therefore, the Company has no historical financial information upon which a prospective investor can base his, her or its investment decision. The success of the Project should be considered in its development stage and its operations are subject to all of the risks inherent in the establishment of a new business enterprise, including, but not limited to, hurdles or barriers to the implementation of its business plan. No assurances can be given that the Project will operate profitably. B-4 Revised 4//2/19 Exhibit Page 17 Past results are not indicative of future results. The past performance of the Manager and the Principals, and of any service providers expected to be affiliated with the Project, cannot be construed as an indication of the future results of the Project. Although people involved in the ownership and management of the Project have prior experience with significant projects in their respective fields of specialization, investors should be aware that the past performance by those involved with the Project should not be considered as an indication of future results. Prospective investors in the Interests should consider our prospects in light of the risks, uncertainties and difficulties frequently encountered by companies that are, like us, in an early stage of development. While we have formulated our current business plans and strategies based on certain assumptions regarding the industry potential and these assumptions are based on our good faith estimates, there can be no assurance that our assessments will prove to be correct or complete. We cannot guarantee that we will succeed in achieving any one or more of our goals, and failure to do so would likely cause an adverse effect on our business and financial position. The Manager and its affiliates are subject to conflicts of interest. The Manager and the Principals are affiliated with the general partner of Silicon Valley Real Ventures, LLC. While the Manager will manage conflicts to the best of its ability, including by means of recusals of interested person, there can be no assurances that all decisions will be made completely clear of conflicts of interests. In addition, the Manager (and the Principals) is required to devote only so much of its time to our business as it, in its sole judgment, determines to be reasonably necessary, and it is not restricted from engaging in other activities. The Manager and the Principals may continue to acquire and to operate other business interests for their own respective accounts, even if such businesses may be deemed competitive to the Company. The liability of the Manager to Investors and the Company is limited and subject to indemnification. Except as otherwise specifically set forth in the Operating Agreement or as provided under California law, neither the Manager nor its designated agents or affiliates shall be personally liable to any investor. The performance of, or the failure to perform, any act, the effect of which may cause or result in loss or damage to the Company, if performed or omitted in good faith and in accordance with the terms of the Operating Agreement, shall not subject the Manager nor its agents or affiliates to any personal liability to either the Company or any investors. The Operating Agreement requires us to indemnify and hold harmless the Manager, its agents and its affiliates, together with their respective officers, directors, employees and designated agents, from any loss, claim, damage, judgement, fine, expense or liability resulting from any such act or omission, including, without limitation, reasonable costs and expenses of litigation and appeal (including reasonable fees and expenses of attorneys engaged by the Manager and/or its agents or affiliates in defense of each such act or omission); but the Manager and its agents or affiliates shall not be entitled to be indemnified or held harmless due to, or arising from, fraud, bad faith or willful misconduct by such parties. These provisions will limit the ability of investors to recoup any losses in their investment by an action against the Manager or the Company and investors may have to bear any such losses. B-5 Revised 4//2/19 Exhibit Page 18 RISKS RELATED TO THE PROJECT The Project’s success is dependent upon the successful implementation of the business plan. The success of the Project, and our ability to generate distributable cash flow, will largely depend upon Silicon Valley Real Venture’s (“SVRV”) successful implementation of the business plan for the Project. Because many of the factors necessary for success are beyond the control of SVRV, there can be no assurance that SVRV will be able to successfully implement the business plan, carry out the business plan as currently planned and/or as circumstances require, or at all. Moreover, there can be no assurance that the Project will be developed in a timely manner or if at. Any inability or material delay in the development of the Project will have a material adverse effect on our distributable cash flow and the value of our investment. Timing of Completion is Uncertain. Included in the Project’s business plan is a time schedule for the completion of the Project. There are no assurances that this time schedule can be met, and if the timing for the completion of development is delayed by any significant degree, then the cost of development may increase and the receipt of proceeds could be delayed. The Project may incur cost overruns. Cost overruns may be encountered as a result of numerous factors, including delay in the development process and the failure of certain contracted parties to complete their work in accordance with the contracted amount, necessitating the substitution of subcontractors and potential increases in pricing. The costs of construction materials and labor may change to the detriment of SVRV and SVRV 385 Moore LLC during the course of construction. Furthermore, unforeseen issues may be encountered that otherwise require an increase in the development budget that have not otherwise been reserved for in the contingency fund. Significant cost overruns may delay the completion of the Project or necessitate additional debt or equity investments, which may adversely affect our distributable cash flow and the value of our investment. Silicon Valley Real Ventures LLC may not be able to obtain a Senior loan. The business plan for the Project assumes that SVRV obtains a SVRV loan to finance development of the Project. The development of the Project cannot likely occur until the Senior loan is obtained. If SVRV is unable to obtain a Senior loan, it will have to obtain other debt financing, which may not be available or may have a higher interest rate or other unfavorable terms and conditions. The inability to obtain the Senior loan or other suitable financing (or significant delays in obtain such financing) will affect profitability of the Project and therefore our ability to repay investors. The success of the Project depends, in part on the success of the developer and operator. SVRV 385 Moore LLC has entered into a development agreement with Silicon Valley Real Ventures, LLC (“SVRV”) to develop the project in exchange for a development fee and promote. If SVRV 385 Moore LLC and SVRV disagree and cannot resolve certain development, construction, cost and other issues, B-6 Revised 4//2/19 Exhibit Page 19 SVRV has the ability to withdraw from the development agreement. If SVRV withdraws from the development agreement, SVRV 385 Moore LLC may have to find an alternate development partner, which may come at a considerably higher cost. In addition, the success of the Project in large part will be dependent upon the ability of the operator to promote the Project through its marketing channels and its business connections. There are no assurances that the operator will be able to successfully operate the Project as set forth in the financial forecasts of the business plan. If projections are not met, our investment in the Project and the distributable cash flow from the Project will be adversely affected. Our investment is subject to risks particular to real property. The real estate industry is highly cyclical by nature, and future market conditions are uncertain. There are many factors which affect real estate investments, and many of these factors are beyond our control, including, but not limited to: changes in local and economic conditions; changes in the financial condition of tenants, and buyers and sellers of property; changes in the availability of debt financing and refinancing; changes in the relative popularity of properties and in real estate as an investment class; changes in interest rates, real estate taxes and operating and other expenses; changes in market capitalization rates; changes in environmental, zoning and other applicable laws and regulations (and changes in the application and interpretation of such laws and regulations); changes in fiscal policies; changes in utility rates; changes in market rental rates; development and improvement of competitive properties; competition for tenants and buyers; ongoing capital improvement and repair requirements; risks and operating problems arising out of the presence of certain construction materials; environmental claims arising in respect of real estate acquired with undisclosed or unknown environmental problems or as to which adequate reserves had not been established; the risk of loss from casualty or condemnation; B-7 Revised 4//2/19 Exhibit Page 20 physical destruction and depreciation of equipment and property; damage to, and destruction of, properties, including uninsurable losses (such as damage from wind storms, hurricanes, earthquakes, floods or other natural disasters or acts of nature); changes in availability and cost of insurance, including the inability to obtain insurance against various risks; increases in the costs of labor and materials; and labor and material shortages; and strikes, lockouts, slowdowns and labor disputes. The Project is subject to construction risks. The Project development involves significant construction activity. Residential l development typically requires substantial capital outlay during the construction period, and several years could pass before positive cash flows can be generated, if ever. The time and costs required to complete the Project may be substantially increased by many factors, including shortages of materials, equipment, technical skills and labor, adverse weather conditions, natural disasters, labor disputes, disputes with contractors, accidents, changes in government priorities and policies, delays in obtaining the requisite licenses, permits, and approvals from the relevant authorities, construction costs of the Project exceeding its original estimates, failure to complete development of the Project on schedule or in conformity with building plans and specifications, the lack of available construction financing on favorable terms or at all, the lack of available permanent financing upon completion of a property financed through construction loans, on expected terms or at all, liability for injuries and accidents occurring during the construction process and for environmental liabilities including those that may result from off-site disposal of construction materials, strikes, inclement weather, government regulations and other conditions beyond its control that delay construction or otherwise increase the cost of development and other unforeseeable problems and circumstances. These problems may delay construction, which in turn would delay the Project’s ability to generate cash flow, and increase costs, which can significantly reduce projected rates of return. Obtaining building permits is a time- consuming process, and it is virtually impossible to predict how long it shall take to receive final building permits. This uncertainty could result in construction delays and increased costs associated with the Project. The costs of construction materials and labor may change to the detriment of the Project during the course of construction and obtaining required building permits and other governmental approvals. Unanticipated cost increases may require additional capital to complete construction of the Project. In addition, failure to complete Project development according to the Project’s original specifications or schedule, if at all, may give rise to potential liabilities and, as a result, an investor’s return on investment being different than originally expected. Development activities may also be adversely affected by circumstances beyond its control, including: work stoppages; labor disputes; shortages of qualified trades people, such as carpenters, roofers, electricians and plumbers; changes in laws relating to union organizing activity; lack of adequate utility infrastructure and services; its reliance on local subcontractors who may not be adequately capitalized or insured; and shortages, delay in the start or completion B-8 Revised 4//2/19 Exhibit Page 21 of, or could increase the cost of, developing one or more of its properties. If the Developer is unable to recover these increased costs by raising its lease rates, its financial performance and liquidity could be materially and adversely affected. Additionally, due to the amount of time required for planning, constructing and leasing and/or stabilization of development properties, the Project may not realize a significant cash return for several years. If any of the above events occur, the development of the Project may hinder its growth and have an adverse effect on its results of operations and cash flows. In addition, new development activities, regardless of whether or not they are ultimately successful, typically require substantial time and attention from management. The Project will be subject to catastrophic and force majeure events and insurance may not cover all losses. The Project may be subject to catastrophic events and other force majeure events, such as fires, earthquakes, adverse weather conditions, drought, changes in law, eminent domain, war, riots, terrorist attacks and similar risks. These events could result in the partial or total loss of investment or significant down time resulting in lost revenues and jobs, among other potentially detrimental effects. While the Project is expected to seek to maintain insurance (to the extent available on commercially reasonable terms) to mitigate the potential loss resulting from risks customarily covered by insurance, purchasing such products may not be practicable or feasible. Moreover, it will not be possible to insure against all such risks and any insurance proceeds as may be derived in a timely manner with respect to covered risks may be inadequate to completely or even partially cover a loss of revenues, an increase in operating and maintenance expenses and/or a replacement or rehabilitation. In addition, certain losses of a catastrophic nature, such as those caused by wars, earthquakes, terrorist attacks or other similar events, or certain types of liability claims, may either be uninsurable or insurable only at such high rates that such insurance coverage, if obtained, would adversely impact the Project’s profitability. If a major uninsured loss were to occur with respect to the Project, the value of the Project could be lost or significantly reduced and we could lose our capital invested in the Project. The Project will conduct business in a regulated industry and changes in regulations or violations of regulations may result in increased costs or sanctions that reduce the Project’s revenue and profitability. The Project’s operations are subject to many laws and regulations at the state and local government levels. These laws and regulations require that the Project maintain various licensing, certification and other requirements. While the Project will attempt to comply with all applicable laws and regulations, some of which can be complex and subject to interpretation, the Project may fail to comply with all applicable laws and regulations. If the Project fails to comply with such applicable laws and regulations, it could suffer civil or criminal penalties, including becoming the subject of cease and desist orders, rejection of the payment of their claims, and the loss of licenses to operate, or be required to make significant changes to its operations. Any such penalties, losses or other adverse consequences may have a material adverse effect on our distributable cash flow and the value of our investment. B-9 Revised 4//2/19 Exhibit Page 22 The Project is exposed to the risk of environmental liabilities. The Project will be subject to various environmental and health and safety laws, regulations and permit requirements. The Project is subject to changing and increasingly stringent environmental and health and safety laws, regulations and permit requirements, and there can be no guarantee that all costs and risks regarding compliance with environmental laws and regulations can be identified. New and more stringent environmental and health and safety laws, regulations and permit requirements or stricter interpretations of current laws or regulations could impose substantial additional costs on the Project. The Project is subject to the risks of leverage. The Project will have significant leverage and any inability to service this debt could result in material adverse results to its operating results, cash flows and financial condition. The degree to which the Project is leveraged could have important consequences to us and our inv