Communication Disclaimer
This disclaimer is deemed to be incorporated by reference in its entirety into any social media communication, advertisement, email or other communication or disclosure which contains the following link: [insert hyperlink] (each, a "Communication").
The offer and sale of securities is being facilitated by an unaffiliated third-party registered broker-dealer (member FINRA/SIPC) only in U.S. states where such broker-dealer is registered. Neither the Company nor the Manager (as each defined below) nor any third-party broker-dealer provides any investment advice or make any investment recommendations to any persons, ever, and no communication through the estate.co website or in any other medium should be construed as such. The Communication and the subject matter contained within it, does not constitute a solicitation to purchase or an offer to sell any securities.
Offering in Membership Interest of Series of Company
Estate Group LLC (the "Company") is a Delaware series limited liability company that has been formed to permit public investment in individual real estate properties that will be owned by individual series of the Company. Investors are able to acquire membership interests in one or more Series (defined below) of the Company via the Estate Group platform (the "Estate Group Platform" or "Platform"). “Series” refers both to an individual series as well as multiple series of the Company. The Company is managed by Estate Group, a Cayman Islands exempted company (the “Manager”).
The use of the word "Share" or "Stock" in any Communication refers to membership interests (an "Interest" or "Interests") in a Series. Each offering of Interests in each Series of the Company is defined herein as an "Offering" and is subject to its own offering circular (each an "Offering Circular") as the case may be. These important documents are available via the Estate Group Platform or by requesting a copy by e-mailing info@estate.co, or publicly via the U.S. Securities & Exchange Commission EDGAR service, and should be read by all investors prior to acquiring any membership interests.
Each Series will own an individual real estate property or properties (the “Underlying Assets”). Each Series is not a separate legal entity, but is intended to segregate assets, liabilities, profits, and taxes pertaining to the Underlying Asset from the other Series of the Company, each of which may own other assets. Each Offering entitles a person to acquire an Interest in a Series of the Company and not, for the avoidance of doubt, in (i) the Company, (ii) any Series of the Company other than the Series subject to the Offering at that time, (iii) the Manager, (iv) the Estate Group Platform or (v) any Underlying Asset held by any Series of the Company.
Each Offering is being conducted (i) under Tier II of Regulation A of the Securities Act of 1933, as amended (the "Securities Act") as amended, (ii) only through an Offering Circular and (iii) exclusively through a broker-dealer registered with the U.S. Securities and Exchange Commission (the "SEC") and a member of the Financial Industry Regulatory Authority, Inc. and the Securities Investor Protection Corporation and other necessary state or other regulators, and only in such states where the broker-dealer is registered. Membership Interests are being offered and sold to "qualified investors" under Tier II of Regulation A under the Securities Act, pursuant to an Offering Circular as qualified by the SEC. Even so, each investor must rely on its own examination of the Company, the Series, the Interests, the Underlying Asset, and the terms of the Offering, including the risks and merits involved, before making any investment.
From time to time the Company will conduct "testing the waters" campaigns to gauge market demand from potential investors for an Offering under Tier II of Regulation A of the Securities Act. No money or other consideration will be solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualification of the Offering Circular by the SEC and approval of any other required government or regulatory agency. An indication of interest made by a prospective investor is non-binding and involves no obligation or commitment of any kind. Any offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Circular that has been qualified by the SEC, which we urge prospective investors to read carefully. A copy of the most recent version of the Offering Circular may be obtained by emailing the Company at: info@estate.co or via the Estate Group Platform under the "Invest" heading or accessed online here: SEC EDGAR Service.
No Offering is being made in any jurisdiction where such an offer or solicitation is not lawful or is prohibited or where the broker-dealer, through whom each Offering is being conducted, is not registered. Each Offering of the membership Interests is made pursuant to an exemption from the registration requirements of the Securities Act and certain state securities laws. The Company is not required to file periodic reports (such as reports on Forms 10-K and 10-Q) with the SEC, so there is little publicly available information about its business, assets, liabilities, results of operations and other information that would typically be available regarding publicly traded securities. The Company is not registered as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act") and the membership Interests do not have the benefit of the protections of the Investment Company Act. Furthermore, the Manager is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), and the members of the Company will not have the benefit of the protections of the Investment Advisers Act.
Neither the SEC nor any state securities commission has approved or disapproved the membership Interests nor have any of the foregoing passed upon or endorsed the merits of an Offering or the accuracy or adequacy of any of the Circular or any Communication. Any representation to the contrary is a criminal offense.
There is no trading market for the Interests at this time and there can be no assurance that such a market will develop in the foreseeable future. The Interests may not be resold or otherwise disposed of by an investor unless there are available exemptions from registration under federal and applicable state securities laws (and other requirements are met, which may include an opinion of counsel), or such transfer is made in compliance with the registration requirements of such laws. Accordingly, investors must bear the risk of loss for an indefinite period of time.
An investment in Interests may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in the membership Interests. See "Risk Factors" below and in the Offering Circular.
No offeree will be accepted as a subscriber who does not make the representations set forth in the subscription agreement accompanying each Offering Circular, including, when applicable, the representation that such offeree is an accredited investor, and, when applicable, that the investment amount does not exceed 10% of the offeree’s net worth or annual income. Investors also will be required to represent that they are familiar with and understand the terms of each relevant Offering, among other things. Investors may also be required to provide additional information to verify their identity or investor status.
The Interests will not be offered or sold to prospective investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended ("ERISA").
Notice to Foreign Investor
The Communication is directed solely to persons located within the United States. If the recipient of the Communication lives outside the United States, it is their responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of membership Interests, including obtaining required governmental or other consents or observing any other required legal or other formalities.
Risk Factors
Each Offering of Interests is highly speculative in nature, involves a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. The investments in any Offering are not bank deposits (and thus not insured by the Federal Deposit Insurance Corporation (FDIC) or by any other federal governmental agency), are not guaranteed by the Company, the Manager, or any third-party broker-dealer and may lose value. A detailed description of the risk factors for any of our Offerings may be found in the Offering Circular for the particular Offering, which you may find here [hyperlink]. All prospective investors should consult the relevant Offering Circular and risks described therein before purchasing membership Interests in a Series of the Company.
Third Party Information and Past Performance
Certain information, including statistical data, third-party quotes and other factual statements, contained in the Communication has been obtained from published sources prepared by other parties considered to be generally reliable. However, neither the Company, the Manager, the affiliates of the Manager, nor any of their respective directors, shareholders, members, officers, employees or agents assumes any responsibility for the accuracy of such information. There is no representation or warranty, express or implied, as to the accuracy, adequateness, or completeness of any such information used in the Communication.
Past performance is not necessarily indicative of future results of the Interests or the assets in a given Series. Furthermore, to the extent the Communication relates to prior performance of assets similar to an Underlying Asset acquired or to be acquired by the Company, those similar assets may be materially different from, or may not be of the same quality as, the assets acquired or to be acquired by the Company. Values of comparable assets may vary depending on a number of factors, including market conditions, location of sale, associated taxes, originality of parts, condition of the asset, operating quality, historical significance, ownership history, level of wear and other factors.
Furthermore, the value of Interests in a Series of the Company may materially differ from the value of the Underlying Asset for many reasons, including market factors, fees charged by the Asset Manager, and restrictions on liquidity.
Forward Looking Statements
The information contained in the Communication including the Company’s Offering Circulars may include some statements that are not historical and that are considered "forward-looking statements" within the meaning of Section 27A of the Securities Act. Such forward-looking statements may include, but are not limited to: statements regarding the development plans for the Company’s business; its strategies and business outlook; it’s market sector; anticipated development of the Company, the Manager and the Estate Group Platform; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements typically express the Manager’s expectations, hopes, beliefs, and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates", "believes", "continue", "could", "estimates", "expects", "intends", "may", "might", "plans", "possible", "potential", "predicts", "projects", "seeks", "should", "will", "would" and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Any forward-looking statements contained in the Communication will be based on current expectations and beliefs concerning future developments that are difficult to predict. Neither the Company nor the Manager can guarantee future performance, or that future developments affecting the Company, the Manager or the Estate Group Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including those risks that may be set forth in the Offering Circular for the pertinent Offering.
All forward-looking statements attributable to the Company are expressly qualified in their entirety by these risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The recipient of the Communication should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Obtain Your Own Advice
Prospective investors are not to construe the contents of the Communication as legal, business or tax advice. Each prospective investor should consult its own advisors as to legal, business, tax and related matters concerning the subject matter of the Communication and any applicable Offering.
Nothing in this disclaimer or in the Communication to which it relates constitutes an offering of our securities, which can only be made via the Offering Circular relating to a particular Series offering.
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