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American Real Estate Investments | 6600 LBJ Fwy, Ste 175, Dallas, TX 75240 | 888-323-2734 DO NOT DISTRIBUTE WITHOUT PERMISSION HIGHLAND CORNER OFFICE PARK 2149 E. Highland Street & N. Kimball Ave Southlake, TX 76092 Private Money Lending Opportunity areiusa.com/private-money-lending/

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Page 1: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

American Real Estate Investments | 6600 LBJ Fwy, Ste 175, Dallas, TX 75240 | 888-323-2734

DO NOT DISTRIBUTE WITHOUT PERMISSION

HIGHLAND CORNER OFFICE PARK 2149 E. Highland Street & N. Kimball Ave

Southlake, TX 76092

Private Money Lending Opportunity

areiusa.com/private-money-lending/

Page 2: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

American Real Estate Investments | 6600 LBJ Fwy, Ste 175, Dallas, TX 75240 | 888-323-2734

DO NOT DISTRIBUTE WITHOUT PERMISSION

INVESTMENT OPPORTUNITY

EARN 10.5% FIXED ANNUAL RETURN OVER 18 MONTHS (Current Timeline) The Highland Corner development is a 6-acre commercial land development already under development at the southwest

corner of North Kimball Avenue and East Highland Street in Southlake, Texas.

The project is estimated to take 18 months to complete.

The Developer has a proven history of land development projects in Southlake, Texas, including the Kimball Lakes

development, located just a ¼ mile south of this project (see Case Study).

Investments earn a 10.5% fixed annual return over the duration of the project.

We are raising $2.5MM to purchase Lot 3 (the best frontage road lot) and the development costs for the office space.

Two additional lots for the development are pre-sold from other contractors.

EXIT STRATEGY We have a guaranteed exit strategy for the Lot 3 office space. With two lots already sold and the third development

beginning construction with our other investors earning 10.5%, American Real Estate Investments will purchase the office

space and move a sister company into the space or occupy the space ourselves.

Purchase Finished, Construction Ready Pad Sites in Premier Class “A” Professional Medical/Office

Building Development in the Heart of Southlake

Lot 1: 0.843 Acres for 8,319 SF Building Price $1,050,000

Lot 2: 0.666 Acres for 5,976 SF Building Price $850,000

Lot 3: 0.548 Acres for 5,994 SF Building Price $850,000

Lot 4: 0.592 Acres for 5,998 SF Building Price $850,000

Lot 5: 0.954 Acres for 5,994 SF Building Price $700,000

Lot 6: 0.573Acres for 5,976 SF Building Price $700,000

Lot 7: 1.280 Acres for 5,999 SF Building Price $700,000

Note: Lot prices are subject to final sales and are only listed as initial projections for marketing purposes.

• Pad Site with all improvements complete, parking lot, utilities, environmental and ready to build

• Prime Location in Southlake

• Zoned and Already Approved for Medical/Office by City of Southlake

• Exterior Building and Monument Signage

• Separately Plated Lots

• Surrounded by Vibrant Commercial Businesses, Retail Services & Restaurants

Centrally Located at Highland and N. Kimball Avenue with convenient access to Highway 114, Southlake Blvd., and just

minutes from DFW Airport.

Page 3: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

American Real Estate Investments | 6600 LBJ Fwy, Ste 175, Dallas, TX 75240 | 888-323-2734

DO NOT DISTRIBUTE WITHOUT PERMISSION

LOT 3 BUILDING BUDGET PROJECTIONS Plans 38,000.00 Legal fees 2,000.00

Permits 20,000.00 Builders fee 125,000.00

Parking/Flatwork 3,000.00 Insurance 3,000.00

Sprinkler System 5,000.00 Other/Reserve 25,000.00

Landscaping/Sod 40,000.00 Striping parking lot 5,000.00

Sign 2,000.00 Hard Cost 1,065,000.00

Exterior clean 8,000.00

Water Meter 2,500.00 Lot Price 768,000.00

Engineering/Foundation 5,500.00 Interest Reserve - 18 mo 288,697.50

Surveys/staking 5,000.00 Points and Fees 183,300.00

Slab 50,000.00

Frame Labor/Lumber 130,000.00 Total Cost 2,304,997.50

Insulation 22,000.00

Roof Deck/Labor 40,000.00

Gutters 10,000.00

Attic Stairs 1,000.00

Plumbing 25,000.00

Windows 30,000.00

Heating and Air 30,000.00

Electrical 40,000.00

Light Fixtures 10,000.00

Drywall 35,000.00

Stone 85,000.00

Trim 52,000.00

Exterior doors 20,000.00

Interior doors 18,000.00

Cabinets 25,000.00

Counter tops 25,000.00

Hardware 8,000.00

Painting 25,000.00

Security system/Wiring 5,000.00

Mirrors 1,000.00

Handicap rails 1,000.00

Tile/Flooring 38,000.00

Interior clean 3,000.00

Trash 8,000.00

Utilities 2,000.00

Sanitary Unit 1,000.00

Loan closing costs 20,000.00

Interest 8,000.00

Property Taxes 5,000.00

Title Binder policy 3,000.00

LOAN AMOUNT: $2.5MM

RAISE AMOUNT: $2.5MM

PERIOD: 18 months

INTEREST RATE: 10.5%

Note: Lot 3 budget numbers are projections subject

to final sales/development and are for marketing

purposes only.

Page 4: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

American Real Estate Investments | 6600 LBJ Fwy, Ste 175, Dallas, TX 75240 | 888-323-2734

DO NOT DISTRIBUTE WITHOUT PERMISSION

CURRENT DEVELOPMENT PHOTOS AND VIDEO

Page 5: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

American Real Estate Investments | 6600 LBJ Fwy, Ste 175, Dallas, TX 75240 | 888-323-2734

DO NOT DISTRIBUTE WITHOUT PERMISSION

EXHIBITS

Lot 3 Building construction plans are available upon request.

SOUTHLAKE AND SURROUNDING AREA Southlake is home to more than 31,000 people (as of 2016; up more than 16% from 2010) within 22.5 square miles located

in North Tarrant County.

The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that

sold is $234,594.

According to a 2011 estimate, the median income for a household in Southlake was more than $194,000, higher than any

other city in the DFW metro area.

In a recent ranking of America’s wealthiest zip codes, by New York City-based media company Guest of a Guest, Southlake

ranks No. 9. In March 2016, Southlake ranks No. 5 on a list called 'The $100K Club: America’s Highest-Earning Cities.' High

earners in Southlake are the majority of residents: 71.2% of households make over $100,000 a year.

According to Southlake's 2014 Comprehensive Annual Financial Report, the top employers in the city are Sabre Holdings

– an S&P 500 company (3,000), Carroll ISD (1123), Verizon Wireless (367), Keller Williams (487), Central Market (360),

Apple (203). Other companies close to Southlake include American Airlines (Fort Worth), DR Horton (Fort Worth), and

GameStop (Grapevine).

More than 70% of the population has a bachelor’s degree or higher. Many current & former Dallas sports stars live in

Southlake.

Page 6: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

American Real Estate Investments | 6600 LBJ Fwy, Ste 175, Dallas, TX 75240 | 888-323-2734

DO NOT DISTRIBUTE WITHOUT PERMISSION

AMERICAN REAL ESTATE INVESTMENTS American Real Estate Investments (AREI) was founded in Kansas City, MO in 2000 by James

Wine, and moved the headquarters to Dallas in 2011. Of the move and the Dallas-Fort Worth

market, John Larson, Managing Partner at AREI, says, “[DFW] has been growing by almost

150,000 people per year for the past decade. Because of this, we identified Texas as the

number one market in America for passive income, specifically single-family rental

opportunities and developments.”

American Real Estate Investments (AREI) believes in helping investors create generational wealth through real estate.

Earning passive income through real estate investments is one of the most stable methods for creating wealth. We ask

our investors simple questions about their goals and how we can help achieve those goals. We focus on four areas

within the real estate market so that we can prioritize our efforts for our investors. Our primary areas of focus are

turnkey single-family rental properties, private money lending opportunities for land-development, vacation rental

properties, and real estate education

Our Investment Coordinators help guide our investors to achieve passive income goals for a generational “return on

life.” We don’t “do it all” or present ourselves as a one-stop shop.

Our team has produced over 7,000 single-family rental assets in 12 markets nationwide and were named “turnkey

provider of the year” by Think Realty Magazine in 2016. Our private money lending opportunities are low-risk, secure,

and backed by some of the nations largest developers. Our international vacation rental property developments are

featured on HGTV’s Island Hunters with Kris Krolow and grace the cover of some of the most popular travel magazines in

the world, like Condé Nast.

JOHN LARSON, CAPITAL RAISE LEADER John Larson is the creator of the Real Estate Cowboys and Managing Partner at American Real

Estate Investments (AREI), one of the nation’s largest passive income real estate investment

providers. At AREI, John assists investors in building real estate portfolios in some of the best

markets in the U.S. Also, AREI develops land for residential and commercial use as well as

creating luxury vacation rental homes internationally.

In addition to the weekly podcast, he is a Contributing Writer at Forbes and a steady podcast

guest for Think Realty, The Real Estate Guys, Joe Fairless, and Get Rich Education with Keith

Weinhold.

John started in real estate at the age of 17 flipping houses with his family. He worked on the crews doing manual labor

and learned what it took to renovate homes properly. From there, he became a real estate agent in Michigan and worked

at the #1 brokerage in the state.

John worked with some of the largest investors in Michigan to build multi-million-dollar rental portfolios. Through the

connections he made, John landed a position at a large investment fund as an Acquisitions Manager, where he focused

on investment opportunities in Michigan, Missouri, and Georgia. John and his team purchased nearly 400 assets in one

year.

While working in Missouri, John crossed paths with the team at American Real Estate Investments, and they were

impressed by John’s track record in the single-family rental space, inviting him to join their team.

Page 7: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

American Real Estate Investments | 6600 LBJ Fwy, Ste 175, Dallas, TX 75240 | 888-323-2734

DO NOT DISTRIBUTE WITHOUT PERMISSION

John continues to help grow American Real Estate Investments into the best passive income investment provider in the

country and educate through the Real Estate Cowboys brand.

Company Websites

1. areiusa.com – passive income real estate investment company, the backbone, and hub for all our experience,

strategies, and opportunities

2. realestatecowboysdfw.com – the education and branding arm of our company; we don’t sell, we educate

DAVID KEENER, LEAD DEVELOPER David Keener has more than 25 years of diverse financial experience, including seven years with

the national "Big 4" accounting firm of Deloitte & Touche. He has also run numerous, profitable

small to mid-sized business start-up ventures in the United States and Europe, as well as

overseen finance, funding, operations, and the sale of businesses. David has more than 15 years

of direct hands-on experience developing and constructing commercial & residential properties

in Texas and abroad. See David’s recent experience.

• Resort Homes of Texas, LP – Owner, Founder, & President of this 15-year-old construction and real estate holdings

entity based in Fort Worth, Texas. Constructs small to medium-sized (up to 85 bed) licensed assisted living and

memory care facilities, as well as office development and construction in North Texas.

• Real Deal Touring, LLC – Owner and Co-Founder of this concert touring company based in Nashville, TN. The

company provides turnkey video solutions to large concert tours. The company was founded in 2016 and has

grown to revenue of $7 million. Currently out on large premier tours like Katy Perry and The Killers.

• Vision Properties Belize – Owner, Founder, & President of this company. Design, construct, and market single-

family waterfront homes and island properties in Placencia, Belize. Over ten years of experience, including the

completion of two island properties, with two more island properties currently under construction. Featured on

HGTV’s Island Hunters.

• Colleyville Silver Ridge Assisted Living, LLC – Owner & Co-Founder of this assisted living property. Along with Co-

Founder, oversaw the complete remodel, licensing, operations, and leasing of 100% of this facility in 2010.

Currently, have three profitable licensed facilities. Sold all three properties in 2015 to a large company in the

assisted living space.

• Centurion Development Group – Vice President & CFO from 2001 to 2010 of this real estate development firm

based in Dallas, TX. One of the largest single-family development companies in the DFW market. Developed and

sold thousands of single-family lots.

• Digico Inc. – Co-Founder & Chairman of Board of this start-up high-end digital music console company, based in

London England, with facilities and distribution worldwide. The company went from $4 million in sales to over $15

million in sales, with gross margins of over 65%, when it sold in 2008 to UK based venture capital fund.

Company Websites

1. visionpropertiesbelize.com – construction and development company in Belize

2. realdealtouring.com – successful concert touring company started in 2016

3. gladdenprivateisland.com – extremely high-end island property competed in Fall of 2017

4. enclavebelize.com – large island project currently under construction that, scheduled for completion mid-2018

Page 8: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

American Real Estate Investments | 6600 LBJ Fwy, Ste 175, Dallas, TX 75240 | 888-323-2734

DO NOT DISTRIBUTE WITHOUT PERMISSION

5. palomarestates.com – high-end residential development in Southlake, TX; acquired all land did all development

of lots and infrastructure and built several of the current homes sold

6. silverridgeal.com – website for assisted living facilities

7. digico.biz – electronic manufacturing company founded in 2002 in London sold in 2006

8. centurionamerican.com – development website where was VP for ten years and still do JV projects with

9. theresortoneaglemt.com – large waterfront development constructed by Centurion, a company which David

oversaw for nine years

TERRILL J. HORTON, BUSINESS PARTNER & DEVELOPER Mr. Terry Horton co-founded D.R. Horton, Inc. in 1978 with his brother, Don Horton. The housing business was cash flow

positive in the first four months and the first year delivered 117 homes with a net profit of approximately $2.8 million. In

2006, D.R. Horton closed over 50,000 homes and generated more than $13 billion in revenue. Terry served as President

of the DFW Division from 1981-2000 and was a member of the Board of Directors from 1992-2002.

In 2001, Terry and his son, Trent, formed Horton Capital Partners, LLC. The partnership includes several projects from

Texas to Florida to Hawaii. Notably, in 2005, the partnership invested $1.2 million to assemble 1700 acres in the town of

McKinney, one of the fastest growing communities in the state of Texas. The partnership planned, engineered, and

entitled 4500 units. The property sold in 2007 for $16.8 million. In 2006, the partnership became a financial partner in

the luxurious Texas Hill Country community of Escondido. Escondido has been the best-selling golf course community in

the state of Texas and was awarded the best new course in Texas by The Dallas Morning News. Terry prides himself on

the fact that he has been profitable on every home he has ever built, and every business endeavor he has undertaken. He

has a true understanding of the “cost” side of the business.

Before entering the homebuilding industry, from 1974-1978, Terry built and operated the Medicare Pharmacy in his

hometown of Marshall, Arkansas. He borrowed all the funds to build, accessorize, and stock the pharmacy. The business

was profitable in six months, and all the debt was paid off in eighteen months.

Terry obtained a Doctor of Pharmacy degree from the University of Oklahoma in 1973 and attended the University of

Central Arkansas from 1967-1969.

Terry is currently an owner of Endeavor Wall Homes, Inc. He formerly served on the Board of Governors for The Vaquero

Club (2002-2005) and on the Southern Baptist International Mission Board (1988 – 1996). Terry became an ordained

Southern Baptist Deacon in 1978 and is involved in the President’s Council of “A Defining Moment” which helps with AIDS

education and treatment in Sub-Saharan Africa.

Terry and his wife of forty-eight years, Sammie, reside in Westlake, TX.

TRENT J. HORTON, BUSINESS PARTNER & DEVELOPER Trent Horton received his undergraduate degree in Finance from the University of North Texas in 1997. He worked as the

Vice President of Investor Relations for D.R. Horton, Inc., the largest homebuilder in the United States, from 1997-1999.

He then worked as Vice President of Mergers & Acquisitions for D.R. Horton from 1999-2001, in which he was involved in

the evaluation and acquisition of other public and private homebuilders.

In 2001, Trent left D.R. Horton, Inc. to start managing family money in Investments and Real Estate, alongside his father,

Terry Horton, in a newly formed company called Horton Capital Partners, Inc. Terry Horton co-founded (with brother

Donald) D.R. Horton, Inc. in 1978 and in 2006 the company closed over 50,000 homes and generated more than $13 billion

Page 9: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

American Real Estate Investments | 6600 LBJ Fwy, Ste 175, Dallas, TX 75240 | 888-323-2734

DO NOT DISTRIBUTE WITHOUT PERMISSION

in revenue. From 2001-present, Horton Capital Partners has invested in and developed various real estate projects from

Texas to Florida to Hawaii, in which all are successful and profitable.

In 2006, Horton Capital Partners became the financial partner in a luxurious community in The Hill Country of Texas known

as Escondido. Escondido has been the best-selling golf course community in the state of Texas and was awarded The Best

New Course in Texas by the Dallas Morning News. Trent and his father, Terry, are currently owners of Endeavor Wall

Homes, Inc.

Trent and his wife, Carol, have three children – Trevor, Ella, and Lily – and currently reside in Southlake, Texas.

Page 10: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

American Real Estate Investments | 6600 LBJ Fwy, Ste 175, Dallas, TX 75240 | 888-323-2734

DO NOT DISTRIBUTE WITHOUT PERMISSION

CASE STUDY Kimball Lakes Office Development Summary The Kimball Lakes development found quarter-mile south of the current Kimball Highland Corner development, consists

of single-story offices and medical buildings ranging in size from 4,500 to 5,999 SF.

The original phase consisted of six (6) lots which could have no medical use based on the parking provided. We sold three

(3) lots to another builder/developer who constructed buildings on all lots purchased. They have leased all space in the

buildings and continue to hold the buildings as a long-term investment. We built out and leased the other three (3) lots

and subsequently sold them in a package deal to a West Coast investor after all were leased up.

The end users in the original six (6) buildings range from a full building being leased by the Girl Scouts of America to various

smaller users like financial planners, insurance agents, local small businesses, etc.

The second phase of development consists of seven (7) medical and office buildings, all around the 5,999 SF in size. Of

these seven (7) lots, two (2) sold to the same developer as above who built out and leased each of the buildings. Three (3)

of the lots were built out by us for owner-occupied users – two doctors and one large real estate-related firm. Each of

these projects closed after the building finished construction and the CO issued. The final lot was built out by us, fully

leased out, and sold as part of the package to the West Coast investor.

The Kimball lakes development was a big success and completed before the major improvements and widening of Kimball

Avenue.

Page 11: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

American Real Estate Investments | 6600 LBJ Fwy, Ste 175, Dallas, TX 75240 | 888-323-2734

DO NOT DISTRIBUTE WITHOUT PERMISSION

PRE-DEVELOPMENT PHOTOS

South facing view of Highland Corner development. Another south facing view of Highland Corner development.

Looking south along Kimball Ave with development on right. South facing view of development with Kimball Ave on left.

Page 12: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

American Real Estate Investments | 6600 LBJ Fwy, Ste 175, Dallas, TX 75240 | 888-323-2734

DO NOT DISTRIBUTE WITHOUT PERMISSION

Page 13: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

American Real Estate Investments | 6600 LBJ Fwy, Ste 175, Dallas, TX 75240 | 888-323-2734

DO NOT DISTRIBUTE WITHOUT PERMISSION

Highland Corner Office Park Signature Page

Investor Name:

Amount to Contribute:

Date to Execute Wire:

Resource of Capital:

Date Payments Begin:

Monthly Interest Payments:

Term of Interest Payments:

Maturity Date:

*Option at maturity to leave in the principal and roll into the next project or get 100% of the investment capital.

_______________________________________ ________________

Client Signature Date

_______________________________________ ________________

Borrower Signature Date

Page 14: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

1. Type of Account Individual Partnership IRA Trust Joint Tenants Other

Vesting (Ownership Title):

2. Primary Account Holder Information Mr. Mrs. Ms. Dr. Name: SSN/TIN: Street Address: DOB:

City: State: Zip Code:

Home Phone: Cell Phone: Email: Mailing Address (if different from above) Street Address: City: State: Zip Code: Employer: (If not employed, indicate if retired, student, self-employed, etc.) Title / Occupation: Business Phone:

Martial Status: Single Married Divorced Separated Widowed

Citizenship: US Citizen Resident Alien Non-resident Alien of

Country of Citizenship: Country of Legal residence:

2. Joint Account Holder Information Mr. Mrs. Ms. Dr. Name: SSN/TIN: Street Address: DOB:

City: State: Zip Code:

Home Phone: Cell Phone: Email: Mailing Address (if different from above) Street Address: City: State: Zip Code: Employer: (If not employed, indicate if retired, student, self-employed, etc.) Title / Occupation: Business Phone:

3839 McKinney, Ave. Suite 155-2231Dallas, TX 75204

Phone: [email protected]

Client Account Information

Page 15: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

Martial Status: Single Married Divorced Separated Widowed Citizenship: US Citizen Resident Alien Non-resident Alien of

Country of Citizenship: Country of Legal residence:

4. For Trust, Estate, or Conservatorship Accounts Trust Estate Conservatorship Name of Trust:

Attach copy of certificate if applicable. NOTE: Ownership Title in section 1 must match legal name of Trust, Estate, or Conservatorship

Name of Trustee, Executor, or Conservator (First, Middle & Last):

Trust Date: Name of Successor of Trustee:

Name of Trustee, Executor, or Conservator (First, Middle & Last):

Trust Date: Name of Successor of Trustee:

4. For Business Accounts Sole Proprietorship Corporation Partnership Corporation Other

Business Name:

Name of Authorized Person or Officer (First, Middle & Last):

Title: Signature: Date:

Name of Authorized Person or Officer (First, Middle & Last):

Title: Signature: Date:

For Your Direct Deposit

Bank Name:

Routing Number:

Account Number:

Name of Authorized Person or Officer:

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I/We acknowledge that this agreement includes a pre-disputed arbitration clause located on the lower section of this form. I/We acknowledge receiving a copy of this Investor Account Form and I/we have had the opportunity to read it and understand it. Furthermore, I/we acknowledge that I/we have read all of the information on this Account Form, have reviewed the terms and conditions of this agreement including all information contained in this Investor Account Form and do hereby indemnify Jet Financial Network, their officers, directors, shareholders, agents, employees, attorneys, insurers, insured, successors, heirs, and assigns and any parents, affiliates and/or subsidiaries, for any loss, claims or damages, including legal fees, which may be incurred as a result of any violations resulting from their reliance upon the information I/we have provided, I/we also acknowledge my/our responsibility to read the trust deed summary sheet of

any investment selection offered. I/WE ACKNOWLEDGE THAT JET FINANCIAL NETWROK LLC DOES NOT PROVIDE INVESTMENT, TAX OR LEGAL ADVICE.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. We will ask to see and copy your valid driver’s license or other identifying government issued photo identification.

ARBITRATION DISCLOSURES, ARBITRATION AGREEMENT AND CLASS ACTIONS: PLEASE READ CAREFULLY

Client Initials Joint Initials (if applicable)

(A) Arbitration Disclosures

• Arbitration is final and binding on the parties.• The parties are waiving their rights to seek remedies in court, including the right to a jury trial.• Pre-arbitration discovery is generally more limited than and different than court proceedings.• The arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or seekmodification of filings by the arbitrators is strictly limited.• The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.

(B) Arbitration Agreement The customer and Jet Financial Network agree that all controversies which may arise between the customer and/or investment associate concerning any transaction or the construction, performance, or breach of this or any agreement pertaining to trust deed investments or other property, whether entered into prior, on or subsequent to the date hereof, shall be determined by arbitration. Any arbitration under this agreement shall be conducted pursuant to the Federal Arbitration Act and the laws of the State of Texas before the American Arbitration Association in accordance with the rules of the selected organization. The customer may elect in the first instance whether arbitration shall be by the American Arbitration Association, but if the customer fails to make such election, by registered letter or telegram addressed to the investment associate at the investment associate’s main office, before the expiration of ten (10) calendar days after the receipt of a written request from the investment associate to make such election, then the investment associate may make such election. The award of the arbitrators, or the majority of them, shall be final, and judgment upon the award rendered may be entered in any court, State, or Federal, having jurisdiction

(C) Class ActionsNo Person shall bring a punitive or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a punitive class action, or who is a member of a punitive class who has not opted out of the class with respect to any claims encompassed by the punitive class action until: (1) the class certification is denied: (2) the class is decertified; or (3) the customer is excluded from the class by the court.

This agreement shall be deemed to have been made in the State of Texas and shall be conjured and the rights and liabilities of the parties determined, in accordance with the laws of the State of Texas.

_ _ _

Client Signature Date

_ _

Joint Signature (if applicable) Date

_ _

Investment Associate Signature Date

Page 17: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

3839 McKinney, Ave. Suite 155-2231

Dallas, TX 75204

Phone: 214-620-5202

[email protected]

Mortgage Broker Agreement This Mortgage Broker Agreement, (“Agreement”) is made as of , between

and JET FINANCIAL NETWORK, LLC (“JET FINANCIAL NETWORK”), with its principal office located at 3839 McKinney, Ave. Suite 155-2231, Dallas, TX 75204, and (individually or collectively the “Lender”).

RECITALS

WHEREAS, JET FINANCIAL NETWORK, LLC is a licensed Mortgage Broker in Dallas County, Texas which originates notes secured by liens on real property, procures borrowers, and acts as the servicing agent on behalf of the Lender; and

WHEREAS, Lender wishes to retain JET FINANCIAL NETWORK, LLC in connection with locating borrowers, originating and servicing loan(s) in which the Lender will participate either alone or with other lenders (collectively the "Participating Lenders"), all upon the terms and conditions hereinafter set forth.

NOW THEREFORE, for good and valuable consideration the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows:

1. The Loan. Lender agrees to make a loan ("Loan") and JET FINANCIAL NETWORK, LLC agrees to service the Loan all on the terms and conditions set forth herein.

2. Servicing in Connection with the Placement of each Loan. JET FINANCIAL NETWORK, LLC will perform the following services in connection with the Loan:

a. Obtain a promissory note (herein the "Note"), executed by the borrower(s), in the form used by JET FINANCIAL NETWORK, LLC, as modified by JET FINANCIAL NETWORK, LLC from time to time in the ordinary course of its business.

b. Obtain a deed of trust and assignment of rents or other similar instruments ("Deed of Trust") as security for the Note, executed by the borrower(s), in the form used by JET FINANCIAL NETWORK, LLC and cause the same to be recorded with the appropriate county recorder.

c. Obtain from a reputable title insurance company, at the borrower's expense, a fully paid CLTA or ALTA policy of title insurance in an amount at least equal to the initial principal amount of the Note. Said title insurance shall include such standard endorsements appropriate and prudent for the loan purpose and type as determined by JET FINANCIAL NETWORK, LLC in its reasonable judgment.

d. If applicable, JET FINANCIAL NETWORK, LLC will obtain a hazard insurance policy in an amount at least equal to the initial principal amount of the Note. All required insurance policies shall contain a mortgage or loss payee clause naming JET FINANCIAL NETWORK, LLC (as agent for the lender) as an additional insured or loss payee.

e. Obtain documentation with respect to each encumbrance of record to which the particular Note and Deed of Trust will be subject or subordinate, verifying the loan balance of any superior monetary encumbrance, and verifying no existing defaults under such senior encumbrances.

f. Unless waived in writing by Participating Lenders holding at least 51% of the beneficial interests of record (a "Lender Majority"), which may or may not include the Lender, obtain a recent appraisal or certification of value prepared and executed by an appraiser licensed in the state in which the property is located.

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3. Services in connection with Collection and Maintenance of the Particular Loan. Lender retains JET FINANCIAL NETWORK, LLC and expressly authorizes JET FINANCIAL NETWORK, LLC to perform and JET FINANCIAL NETWORK, LLC agrees to perform the following services in connection with the servicing of the Loan:

a. Verify that any improved property securing the Note is insured by a hazard insurance policy as required by the Loan.JET FINANCIAL NETWORK, LLC will hold for the Lender's account such evidence of policies and renewals thereof

b. Keep appropriate accounting records on the Note payments and the sums collected thereon. The records will allocate the amounts collected to principal, interest, late charges, insurance, taxes and other specified categories as may be necessary to properly account for loan proceeds. These records will be available for inspection by Lender at the office of JET FINANCIAL NETWORK, LLC upon prior written request during regular business hours. JET FINANCIAL NETWORK, LLC will provide the Lender with regular statements as to the loan collections, in no instance less frequently than annually.

c. Until all amounts due and owing under the Note are satisfied in full:

(1) Proceed diligently to collect all principal, interest, late charges, insurance and other specified funds due under the terms of the Note, and make such payments to the proper parties when and if due.

(2) In the event the Borrower fails to make a payment as required by the terms set forth in the particular Note, JET FINANCIAL NETWORK, LLC will attempt to collect the payment by, among other things, sending late notices, contacting the delinquent borrower, commencing foreclosure proceedings, and obtaining legal representation for the Lender in any litigation or bankruptcy proceedings as deemed reasonably necessary by JET FINANCIAL NETWORK, LLC in its sole judgment. Lender agrees to reimburse JET FINANCIAL NETWORK, LLC upon demand for its pro rata portion of the out-of pocket expenses incurred, including attorney fees, trustee fees and foreclosure costs.

(3) In the event that the Loan is in default, to pursue foreclosure proceedings, obtain a deed in lieu of foreclosure, and/ or engage in negotiations to forbear, modify, extend or otherwise modify the terms of the Loan. JET FINANCIAL NETWORK, LLC may prosecute such foreclosure proceedings on behalf of Lender and may, in its discretion, enter a credit bid at the foreclosure sale for the property securing the Loan on behalf of the Participating Lenders. If JET FINANCIAL NETWORK, LLC purchases such Property on behalf of the Participating Lenders by credit bid, or if the Property is acquired through a voluntary deed in lieu of foreclosure transaction, JET FINANCIAL NETWORK, LLC in its sole discretion is authorized by Lender to take title to the Property either in the name of the Participating Lenders as tenants in common, or in the name of an entity created by JET FINANCIAL NETWORK, LLC for the purpose of taking title to the property (a "Special Purpose Entity"). The Special Purpose Entity shall be owned by all of the Participating Lenders, with each Lender owning a fractional interest in proportion to that Lender's beneficial interest in the Note and Loan. One or more related loans, properties or transactions may be combined by JET FINANCIAL NETWORK, LLC into a single Special Purpose Entity if JET FINANCIAL NETWORK, LLC determines that combining such loans, properties or entities would be more practical for administration, management or disposition.

d. In the event that the Participating Lenders acquire title to the property (or an interest in a Special Purpose Entity which owns the property), to manage, operate, maintain, improve, rent, market and sell the Property (either on its own or througha licensed realtor selected by JET FINANCIAL NETWORK, LLC) at the expense of the Participating Lenders. Upon approval of a Lender Majority, JET FINANCIAL NETWORK, LLC may sell the Property on behalf of the Participating Lenders at a price which is below the cost-basis of the Participating Lenders collectively which may result in a loss for the Lender.

e. The Lender approvals provided herein are given, inter alia, for the express purpose of satisfying the requirements of NAC 645B.073 and shall be automatically effective and operative upon the execution of a sufficient number of similar authorizations by Participating Lenders thereby constituting a Lender Majority. JET FINANCIAL NETWORK, LLC may, at its election, (and shall if otherwise required by law), obtain approval of a Lender Majority prior to undertaking any of the matters set forth in this Agreement which require a vote of a Lender Majority.

f. Except as provided below, JET FINANCIAL NETWORK, LLC shall have the right to make all decisions and take all action respecting the loans, the loan documents and the collateral without obtaining the prior approval of beneficiary and the other participants. Notwithstanding the foregoing, JET FINANCIAL NETWORK, LLC. shall not, without first obtaining the prior consent of participants representing interest in excess of fifty one percent (51%) of the participation percentages of the applicable loan:

(1) Waive prompt payment of principal and/or interest or fees on the note or agree to any extension of time for such payments or change the interest rate provided for in the note or increase the amount of the loan;

(2) Make or consent to any release of any borrower, any payment of obligor or any guarantor from any liability under the loan documents;

(3) Make or consent to any release, satisfaction or discharge of any of the collateral except in accordance with the loan documents;

(4) Make any advance on the loan with actual knowledge of an existing material default by Borrower or waive any known material default under the loan documents;

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(5) Make any extension of the funding period under the loan documents;

(6) Make or consent to any material modification of any of the loan documents other than as set forth hereinabove;

(7) Give any consent or approval to borrower, not otherwise specifically provided for herein;

(8) Commence any foreclosure sale or other action for the recovery of collateral; or

(9) Sell any collateral acquired by any foreclosure sale or other action for the recovery of collateral on the price and terms directed by such interests.

Notwithstanding the foregoing, JET FINANCIAL NETWORK, LLC may perform any of the foregoing actions without obtaining the prior consent of participants representing interest in excess of fifty-one (51%) of the participation percentages of the applicable loan in the event JET FINANCIAL NETWORK, LLC, in its sole discretion, deems it necessary to take such action in order to protect or preserve all or any portion of the collateral for any loan.

4. Bankruptcy of Borrower. In the event that the Borrower files for bankruptcy, Lender acknowledges that the bankruptcy may impair the collectability of certain amounts due pursuant to the terms of the Loan, and may otherwise delay JET FINANCIAL NETWORK, LLC's performance of its services under this Agreement. Notwithstanding the above, Lender hereby authorizes JET FINANCIAL NETWORK, LLC to take whatever measures JET FINANCIAL NETWORK, LLC deems appropriate to protect the Lender's interests in the bankruptcy proceedings. Such measures may include, without limitation: preparing and filing a Proof of Claim; requesting and negotiating adequate protection" of Lender's interests; moving the Bankruptcy Court to lift the automatic stay as to the Lender's interests; objecting to the Borrower's discharge of its obligations under the Loan; negotiating the approval or disapproval of the terms of a plan of reorganization; moving for the conversion or dismissal of the bankruptcy case; conducting discovery; instituting or defending adversary proceedings; or negotiating and executing a settlement with the Borrower subject to the approval of the Bankruptcy Court. Participating Lenders are responsible for all expenses and fees incurred as a result of bankruptcy by the Borrower.

5. Compensation to JET FINANCIAL NETWORK, LLC.

a. Origination Fees, Points. JET FINANCIAL NETWORK, LLC shall be entitled to revenues it obtains from Loan origination fees charged to the borrower in connection with the Loan pursuant to the loan documents. Lender shall have no right to, interest in, or responsibility for such fees.

b. Interest. JET FINANCIAL NETWORK, LLC may retain a portion of the interest paid by the borrower on the Loan as partial compensation for servicing the Loan. Lender shall have no right to or interest in the additional interest to which JET FINANCIAL NETWORK, LLC is entitled under the loan documents.

c. REO (Real Estate Owned) Processing Fee. If Participating Lenders obtain title through a foreclosure or deed in lieu of foreclosure transaction, JET FINANCIAL NETWORK, LLC shall be entitled to an REO Processing Fee of up to five percent (5%) calculated on the amount owed on the original loan at the time of borrower default. JET FINANCIAL NETWORK, LLC shall be entitled to a one percent (1%) fee immediately upon the transfer of title to Participating Lenders. The remaining fee of up to four percent (4%) calculated on the amount owed on the original loan at the time of borrower default will be collected at the end of the REO period when the property reaches a resolution stage.

d. Asset Management Fee. If Participating Lenders obtain title through a foreclosure or deed in lieu of foreclosure transaction, JET FINANCIAL NETWORK, LLC shall be entitled to a continuing servicing fee of up to two percent (2%) of the outstanding balance of the Loan each calendar year (prorated for any partial year) until the property is sold. The Fee shall be assessed monthly in arrears.

6. Late Payments. Each Lender hereby acknowledges assumption fees, charges for returned checks due to insufficient funds, any default interest, or any other fees, which shall be collected, in the ordinary course of servicing the Loan. In addition to the compensation set forth in Paragraph 5 above, if late fees are assessed against a borrower under the Loan, all of said fees shall be collected by JET FINANCIAL NETWORK, LLC/FCI Services and passed through to said Lender after confirmed receipt..

7. Assignment. In the event the Lender desires to sell all or any part of its interest in the applicable Note and Deed of Trust, JET FINANCIAL NETWORK, LLC will assist the Lender in finding potential buyers and completing the necessary documentation for

the transaction. A fee up to 10% of the principal amount of Lender's beneficial interest in the Note, but no less than $1,000 in

addition to the Title, Escrow, & recording fees will be paid out-of-pocket by Lender to JET FINANCIAL NETWORK, LLC as a fee for

providing such service on all such assignments, including any and all Loans where borrower has exercised an extension option(s).

JET FINANCIAL NETWORK, LLC does not represent, warrant or guarantee that a buyer will be located and Lender should consider Loan

funds to be illiquid.

8. Special Recordings. Lender acknowledges that any change of Lender's vesting status (i.e. marriage, divorce, and/or death, transfer to trust or other entity will require a minimum fee of thirty dollars ($30.00) per recording, plus costs. This fee must be paid by Lender prior to recording. It is the Lender's responsibility to notify JET FINANCIAL NETWORK, LLC of such changes.

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9. Sale of Lender's Position on Loan. At its discretion, JET FINANCIAL NETWORK, LLC may authorize the sale of the Lender's beneficial interest in a Loan, without the consent of the Lender, provided that the position is sold for the full balance owed to the Lender including, but not limited to, principal and interest owed as of the date of sale.

10. Confidentiality. The parties agree to keep all information related to this transaction confidential and will not disclose any such information to any third party without the written consent of the other party, except as necessary to facilitate the transaction in the ordinary course of business and as needed to consult with legal, accounting or other professionals to carry out the objectives of this Agreement. Lender acknowledges that all information in relating to the borrower is proprietary and confidential, and the Lender agrees not to directly engage or conduct business in any manner with the borrower during the term of this Agreement and for a period of one (1) year after the termination of this Agreement, without the prior written consent of JET FINANCIAL NETWORK, LLC. It is also acknowledged by the Lender that JET FINANCIAL NETWORK, LLC will not divulge to any Lender any personal information of any other Participating Lender.

11. Notice. Any required notice under this Agreement shall be effective upon actual delivery, or receipt of written notice by first class certified mail, return receipt requested, at the address of the applicable party.

12. Legal Fees and Costs. A non-breaching party shall be entitled to reimbursement of all reasonable attorney fees and costs in connection with the enforcement of this Agreement from the breaching party.

13. Legal Advice Disclaimer and Disclosure. Lender acknowledges that JET FINANCIAL NETWORK, LLC has not and will not act as the Lender's attorney or provide legal advice to the Lender, and that the Lender is encouraged to seek independent counsel in connection with any question the Lender may have concerning this Agreement, the Loan, JET FINANCIAL NETWORK's form loan documents, or any other matter.

14. Investment Advice Disclaimer and Disclosure. Lender acknowledges that JET FINANCIAL NETWORK, LLC has not and will not act as an investment advisor or provide investment advice to the Lender, and that the Lender is encouraged to seek independent investment advice in connection with any question the Lender may have concerning the investments offered by JET FINANCIAL NETWORK, LLC, the Lender's investment objectives and risk tolerance, and the overall suitability of the investments offered by JET FINANCIAL NETWORK, LLC to the Lender. Lender and JET FINANCIAL NETWORK, LLC acknowledge that all Lender decisions are self-directed.

15, Integration Clause and Jurisdiction. This document contains the entire agreement between the parties hereto and cannot be modified except by written amendment signed by both parties. This Agreement supersedes and replaces any other Loan Servicing Agreement between the parties governing other loans, The invalidity of any portion of this Agreement shall in no way affect the remaining provisions thereof. This Agreement shall be interpreted in accordance with the laws of the State of Texas without giving effect to the principles of conflict of laws.

16. Limitations of Liability. Each Lender agrees that, subject to the provisions of Chapter 645B of the Texas Revised Statutes:

a. JET FINANCIAL NETWORK, LLC shall not be liable to Lender or any affiliate, member, manager, trustee, beneficiary, shareholder, officer or director of Lender (for purposes of this section only, such will collectively be referred to as "Persons") with respect to any action taken or not taken by it in the performance of its obligations under this Agreement except in the case of JET FINANCIAL NETWORK's willful misconduct or gross negligence. The obligations of JET FINANCIAL NETWORK, LLC shall be determined solely by the express provisions of this Agreement. No representation, warranty, covenant, agreement obligation or duty of JET FINANCIAL NETWORK, LLC shall be implied with respect to this Agreement or JET FINANCIAL NETWORK's services hereunder.

b. JET FINANCIAL NETWORK, LLC may conclusively rely, and shall be fully protected in acting or refraining from action, upon and need not verify the accuracy of any (i) oral instructions from any Person JET FINANCIAL NETWORK, LLC believes to be authorized to give such instructions, as to any matter for which the Lender's written approval is not expressly required; and (ii) any written instruction, notice, order, request, direction, certificate, opinion or other instrument or document believed by JET FINANCIAL NETWORK, LLC to be genuine.

c. JET FINANCIAL NETWORK, LLC may consult with counsel with regard to legal questions arising out of or in connection with this

Agreement, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by JET FINANCIAL NETWORK, LLC in reasonable reliance, in good faith, and in accordance therewith; provided however that if the Majority Lenders give written instructions to JET FINANCIAL NETWORK, LLC which conflict with any advice or opinion of JET FINANCIAL NETWORK's counsel, JET FINANCIAL NETWORK, LLC shall follow such instructions

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(unless such instructions violate the express terms of this Agreement, violate the law or subject JET FINANCIAL NETWORK, LLC to liability) and shall be fully protected in acting or refraining to act thereon. d. No provision of this Agreement shall require JET FINANCIAL NETWORK, LLC to expend or risk its own funds or otherwise incur financial liability in the performance of its duties under this Agreement. Lenders each agree, jointly and severally, to indemnify JET FINANCIAL NETWORK, LLC and its managers, members, employees, directors, officers, agents, attorneys, and affiliates (each such person, including JET FINANCIAL NETWORK, LLC, is referred to as "Indemnified Party") and hereby release such Indemnified Parties, from and against any losses, claims, damages and liabilities, suits and demands of every kind, nature and description, joint or several, to third parties or to such Indemnified Party (including all reasonable legal or other expenses reasonably incurred by any Indemnified Party in connection with the preparation for or defense of any threatened or pending claim, action or proceeding, whether or not resulting in any liability) ("Damages"), to which such Indemnified Party, in connection with its services or rising out of this Agreement may be liable or caused by or arising out of any act or failure to act hereunder by any Indemnified Party so long as JET FINANCIAL NETWORK, LLC is acting in good faith under this Agreement and the Indemnified Parties are not grossly negligent and have not engaged in willful misconduct.

17. Term of Agreement. This Agreement shall remain in effect for a period of five (5) years after all of the Lender's rights, title and privileges under the applicable Loan(s) subject hereto have been discharged and satisfied in full. Notwithstanding the foregoing, either party may terminate this Agreement without cause upon thirty (30) days prior written notice to the other party following the liquidation of all of the Lender's interest under the applicable Loan(s); or at any other time during the term of this Agreement as the parties shall mutually agree.

18. Miscellaneous. Lender represents and warrants that this Agreement has in all respects been duly authorized, executed and delivered by and on behalf of Lender. This Agreement may not be modified or amended or any term or provision hereof waived or discharged, except in writing, signed by the party against whom such modification, waiver or discharge is sought to be enforced, provided however, that JET FINANCIAL NETWORK, LLC may amend this Agreement at any time in the future by giving Lender notice of such amendment, which notice shall be effective to amend this Agreement unless Lender objects to such amendment within 5 business days of the date of such notice, in writing to JET FINANCIAL NETWORK, LLC. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

19. Disbursement of Monthly Interest Payments. JET FINANCIAL NETWORK, LLC does not utilize trust accounts or handle loan servicing in-house. Our clients fund their investments directly to the title company handling the transaction. Thereafter, the borrowers make all loan payments directly to a bonded third party Loan Servicing company. This provides an added measure of security for our clients.

20. Once all disclosures are signed and delivered to Jet Financial Network, LLC and funds are received by the title company (CNAT), American Real Estate Investments (AREI) will have 60 days to continue to gather funds for the project. At the end of 60 days, AREI will evaluate the status of the funding and provide an update to the investor. Based on the update, the investor may either request a refund of their original funds or continue with the project. If the investor chooses to continue with the project, they will receive prorated interest at the agreed upon rate, paid out after AREI officially funds on the acquisition of the project.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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ARBITRATION DISCLOSURES,

ARBITRATION AGREEMENT AND

CLASS ACTIONS: PLEASE READ CAREFULLY

(A) ARBITRATION DISCLOSURES

Arbitration is final and binding on the parties. The parties are waiving their right to seek remedies in court, including the right to a jury trial. Pre-arbitration discovery is generally more limited than and different than court proceedings. The arbitrations' award is not required to including factual findings or legal reasoning and any party's right to appeal or seek modification of filings by the arbitrators is strictly limited. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.

(B) ARBITRATION AGREEMENT

Lender and JET FINANCIAL NETWORK, LLC. agree that all controversies, which may arise, concerning any transaction or the construction, performance or breach of this Agreement or any agreement pertaining to trust deed investing, whether entered into prior, on or subsequent to the date hereof, shall be determined by binding arbitration. Any arbitration under this Agreement shall be conducted pursuant to the Federal Arbitration Act and the laws of the State of Texas before the American Arbitration Association in accordance with the rules of the selected organization.

(C) CLASS ACTIONS

No person shall bring a class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a class action lawsuit, or who is a member of a class who has not opted out of the class with respect to any claims encompassed by the class action until: (1) the class certification is denied; (2) the class is decertified; or (3) the person is excluded from the class by the court.

[SIGNATURE PAGE TO FOLLOW]

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SIGNATURE PAGE TO LOAN SERVICING AGREEMENT

IN WITNESS WHEREOF, the parties hereto being fully authorized have executed this agreement to be effective as of the day and year first above written

I/WE ACKNOWLEDGE THAT THIS AGREEMENT INCLUDES A PRE-DISPUTED ARBITRATION CLAUSE

LENDER (Signer 1)

Signature: _____________________________________

Print Name: ____________________________________

Title (if applicable):

Address:

City, State, Zip:

LENDER (Signer 2 if applicable)

Signature: _____________________________________

Print Name: ____________________________________

Title (if applicable):

Address:

City, State, Zip:

JET FINANCIAL NETWORK, LLC

Signed By: _______________________________________

Name: __________________________________________

Title: ___________________________________________

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Client's Acknowledgement of Understanding Authority: NRS645B.185

I understand that JET FINANCIAL NETWORK, LLC is not a depository financial institution, but an agent who will act to invest money in a loan or loans secured by real estate only. Repayment of the loan or loans is dependent upon the performance of the borrower. JET FINANCIAL NETWORK, LLC has explained to me the nature and risks of this type of investment including the possibility of default in payment, the fact that payments are not guaranteed, and the resulting foreclosure and losses that may occur.

I understand that no governmental agency guarantees in any manner the quality of any loan in which

my money is placed.

I acknowledge that I have read the above statement and can receive a fully executed copy for my files

upon request.

Signature: ________________________________________ Date: ____________________

Print Name: _____________________________________

Joint Signature (if applicable): ________________________ Date: ____________________

Print Name: _____________________________________

3839 McKinney, Ave. Suite 155-2231Dallas, TX 75204

Phone: [email protected]

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___________________ Investor Initials & Date

MORTGAGE INVESTMENT DISCLOSURE Private Investor to Acquire Ownership of or a Beneficial Interest in a Loan Secured by Real Property

***IMPORTANT NOTICE TO INVESTOR***

Money invested through a mortgage broker is not guaranteed to earn any interest or return and is not insured.

The provision of the provided information and disclosures is intended to provide each private investor with the necessary information that they will need to make an informed decision concerning making an investment on a particular loan.

IMPORTANT FACTS:

1. There are no guarantees that you will receive your interest or principal payments;

2. Your investment is not insured by any depository insurance or insured or guaranteed by any agency of the State or theFederal Government. You could lose the entire amount of your principal investment;

3. Even if the property is foreclosed upon, you may still lose some or all of your investment; and

4. In the event of default, investors holding 51% of the dollar beneficial interest may decide options on behalf of all investors..

This disclosure must be separately provided, signed and dated for each loan in which a private investor invests money.

BEFORE YOU INVEST IN A PROMISSORY NOTE SECURED BY AN INTEREST IN REAL PROPERTY, YOU SHOULD KNOW…

1. Investment Risks -- Providing money to acquire ownership of or a beneficial interest in a loan secured by real property is aninvestment that involves risk that the investment will not perform as expected. Before making an investment you shouldconsider consulting with an independent financial advisor and/or attorney to assess the risks involved.

Some of the most significant factors that affect your risk when providing money to acquire ownership of or a beneficial interest in a loan secured by real property include: (1) the knowledge, experience and integrity of the mortgage broker with whom you are dealing; (2) the independently appraised value of, and the existing equity in, the real property that will secure your investment; (3) the borrower’s financial standing and credit worthiness; (4) the escrow process involving the funding of the loan or purchase of the note; (5) the documents and instruments describing, evidencing and securing the loan; (6) the provisions regarding the collection and servicing of the loan; (7) the provisions for enforcement of the deed of trust; and (8) whether the loan invested in is subordinate or junior to another loan or other debt. Investments in second or subordinate loans have significantly higher risks than investments in first mortgage loans.

2. Default, Collection and Enforcement of Deed of Trust -- The borrower may default (e.g., fail to make required payments orotherwise breaches the loan terms) on the loan. If the borrower defaults, the actions that an investor can take, or that aservicing agent can take on behalf of an investor, are determined by provisions of Texas law and the documents andinstruments evidencing the mortgage loan. If the borrower defaults, you may incur costs and expenses associated withenforcing the note and protecting your rights, and you may lose all or part of the principal amount that you invested and notrealize the interest that you expected to receive from the investment.

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___________________ Investor Initials & Date

If your loan is subordinate to another lien, a borrower who defaults on your loan is frequently also in default on senior liens. Even if the borrower is performing on your loan, the borrower may be in default on senior liens. A borrower’s default in connection with a senior lien most likely constitutes a default event under your loan. It is important that you know the priority position of your loan and monitor all liens that may be senior to yours. Prior to investing in a subordinate or junior loan, you should determine the amount of debt service (payments) required to maintain the senior lien(s). To protect your investment during any foreclosure of a senior lien, it may be necessary for you to maintain the payments (with your own money) on all senior liens. You may lose your interest in the property securing the loan if a senior lien forecloses on the property.

In the event of default, you may incur costs associated with enforcing a mortgage loan, such as attorney and processing fees. You will need to consider issues related to whether to commence a judicial or non-judicial foreclosure, pursue a deficiency judgment, rents and profits if the property is income-producing, as well as bankruptcy. If you foreclose on the real property securing the loan, you may incur costs associated with maintenance of the property, including insurance, taxes, and marketing.

I/We certify that I/we believe the information above to be true and accurate and have made the loan decision of my/our own free will. .

3. Not Guaranteed – The mortgage broker with whom you are dealing is not a depository institution. Any funds that you invest with the mortgage broker to acquire ownership of or a beneficial interest in a loan secured by real property are not insured by any depository insurance and are not insured or guaranteed by any agency of the State or the Federal Government. State law prohibits the mortgage broker or mortgage agent with whom you are dealing from expressly or implicitly making any statement, representation or promise to you that may be construed as a guarantee that you will be repaid the principal amount of your investment or that you will earn a specific rate of return or a specific rate of interest on the principal amount of your investment.

4. You expressly acknowledge, represent and warrant that JET FINANCIAL NETWORK, LLC and each of its respective members, officers, directors, managers, employees, agents, attorneys, representatives, or affiliates (collectively, "Jet Financial Network Parties") have not at any time made any statement, representation or promise, explicit or implicit, written or oral, guaranteeing that you will be repaid the principal amount of your investment or that you will earn a specific rate of return or specific rate of interests on your principal investment or any other similar performance guaranty relating in any manner to the investment ("Statement of Guaranty"). You hereby waive and relinquish any allegation, claim, or cause of action which you may have against any Jet Financial Network Parties based upon or arising out of any purported statement of guaranty as defined herein and you expressly agree to indemnify and hold each of the Jet Financial Network Parties harmless against any such claim(s).

Name of Private Investor (printed): _____________________________________

Private Investor’s Signature (required): _____________________________ Date: _____________

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When sending the wire, enter your full name and reference KH OFFICE, LLC

in the subject line.

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PROMISSORY NOTE

Date: , 2018

Borrower: KH OFFICE, LLC

Borrower's Mailing Address:

Lender: Jet Financial Network, et al. (more particularly named on Exhibit “B”)

Place for Payment: 3839 McKinney Ave. Suite 155-2231, Dallas, TX 75204

Principal Amount: $2,500,000.00

Annual Interest Rate: 10.5% (Ten and One-Half Percent)

Maturity Date: 18 months from origination

Annual Interest Rate on Matured, Unpaid Amounts: 11% (Eleven Percent)

Terms of Payment (principal and interest):

Interest shall be due and payable the 29th day of November 2018, and on the 29th day of

each month thereafter, the Borrower shall pay to the Lender monthly installments of interest only

on disbursed funds only. Partial Principal Reductions will not be allowed under this Note.

Payments are due on the first of each month until Maturity. The Principal, a balloon payment,

together with all accrued interest shall be fully due and payable on May 29, 2020. The balloon

payment will be for the actual total disbursed funds amount and may be less than the reserved

$2,500,000.

Payments shall, at the option of the Lender, be applied in the following order of priority: (i) to

reimburse Seller for authorized advances made and expenses incurred, including interest which has

accrued on such advances or expenses, pursuant to the documents securing this Note, (ii) to accrued

and unpaid interest, and (iii) to the outstanding principal balance.

Security for Payment: This Note is secured by a Deed of Trust and Assignment of Rents,

(the "Deed of Trust") of even date herewith, herein referred to as the "Related Documents" from

Borrower to Community National Title, Trustee, both of which cover the following real property:

See Exhibit “A”

Origination Fee: Borrower agrees to pay “Jet Financial Network” two and one quarter

points (2.25% of the loan amount) as an origination fee. This is paid at the loan closing for the

amount funded only. With each new assignment funding, the origination will paid accordingly.

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Promise to Pay: Borrower promises to pay to the order of Lender the Principal Amount

plus interest at the Annual Interest Rate. This note is payable at the Place for Payment and

according to the Terms of Payment. All unpaid amounts are due by the Maturity Date. If any

amount is not paid either when due under the Terms of Payment or on acceleration of maturity,

Borrower promises to pay any unpaid amounts plus interest from the date the payment was due to

the date of payment at the Annual Interest Rate on Matured, Unpaid Amounts.

Defaults and Remedies: If Borrower defaults in the payment of this note or in the

performance of any obligation in any instrument securing or collateral to this note, Lender may

declare the unpaid principal balance, earned interest, and any other amounts owed on the note

immediately due. Notwithstanding any other provision of this note, in the event of a default,

before exercising any of Lender's remedies under this note or any deed of trust or warranty deed

with vendor's lien securing or collateral to it, Lender will first give Borrower written notice of

default and Borrower will have ten days after notice is given in which to cure the default. If the

default is not cured ten days after notice, Borrower and each surety, endorser, and guarantor

waive all demand for payment, presentation for payment, notice of intention to accelerate

maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted

by law. If any payment provided for in this Note is not received by Lenders within TEN (10)

days of the due date hereof, a late charge of TEN percent (10.00%) of the amount of such

payment (the "Late Charge") shall be immediately due to Lenders and shall accompany any such

payment when made. Lenders may refuse to accept any payment which is not accompanied by

the applicable Late Charge. Upon default, Lender may, at its option, refuse to accept any

payment, whether or not said payment is accompanied by a Late Charge, or any other payment

which, when applied to amounts owing under this Note will leave other payments delinquent, or

when this Note or the Loan Documents are, at that time, otherwise in default.

Attorney's Fees: Borrower also promises to pay reasonable attorney's fees and court and

other costs if an attorney is retained to collect or enforce the note. These expenses will bear

interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts.

Borrower will pay Lender these expenses and interest on demand at the Place for Payment.

These expenses and interest will become part of the debt evidenced by the note and will be

secured by any security for payment.

Prepayment: Borrower has no prepayment penalty.

Usury Savings: Interest on the debt evidenced by this note will not exceed the maximum

rate or amount of non-usurious interest that may be contracted for, taken, reserved, charged, or

received under law. Any interest in excess of that maximum amount will be credited on the

Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or

required or permitted prepayment, any excess interest will be canceled automatically as of the

acceleration or prepayment or, if the excess interest has already been paid, credited on the

Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides

any conflicting provisions in this note and all other instruments concerning the debt.

Other Clauses: Each Borrower is responsible for all obligations represented by this note.

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Borrower shall have an Optional Extension of 12 months past Maturity Date available so

long as all payments are current, no Default exists, and Buyer specifically agrees to all continuing

interest payment terms; as set forth above.

When the context requires, singular nouns and pronouns include the plural.

A default exists under this note if (1) (a) Borrower or (b) any other person liable on any

part of this note or who grants a lien or security interest on property as security for any part of

this note (an "Other Obligated Party") fails to timely pay or perform any obligation or covenant in

any written agreement between Lender and Borrower or any Other Obligated Party; (2) any

representation in this note or in any other written agreement between Lender and Borrower or any

Other Obligated Party is materially false when made; (3) a receiver is appointed for Borrower,

any Other Obligated Party, or any property on which a lien or security interest is created as

security (the "Collateral Security") for any part of this note; (4) any Collateral Security is

assigned for the benefit of creditors; (5) a bankruptcy or insolvency proceeding is commenced by

Borrower, a partnership of which Borrower is a general partner, or an Other Obligated Party; (6)

(a) a bankruptcy or insolvency proceeding is commenced against Borrower, a partnership of

which Borrower is a general partner, or an Other Obligated Party and (b) the proceeding

continues without dismissal for sixty days, the party against whom the proceeding is commenced

admits the material allegations of the petition against it, or an order for relief is entered; (7) any

of the following parties is terminated, begins to wind up its affairs, is authorized to terminate or

wind up its affairs by its governing body or persons, or any event occurs or condition exists that

permits the termination or winding up of the affairs of any of the following parties: Borrower, a

partnership of which Borrower is a general partner, or an Other Obligated Party; or (8) any

Collateral Security is impaired by loss, theft, damage, levy and execution, issuance of an official

writ or order of seizure, or destruction, unless it is promptly replaced with collateral security of

like kind and quality or restored to its former condition.

If any provision of this note conflicts with any provision of a deed of trust, or security

agreement of the same transaction between Lender and Borrower, the provisions of the deed of

trust will govern to the extent of the conflict.

This Note and the rights and obligations of all parties hereunder shall be governed by and

construed under the laws of the state of Texas. The Texas District Court for the district in which

the Property is located shall have sole jurisdiction in any action, suit or other proceeding

instituted to enforce this Agreement. If there is a lawsuit, Grantor agrees upon Lender’s request

to submit to the jurisdiction of the courts of Montgomery County, State of Texas.

We may report information about your account to credit bureaus. Late payments, missed

payments, or other defaults on your account may be reflected in your credit report.

Borrower:

KH OFFICE, LLC

By:

Title:

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EXHIBIT “A” LEGAL DESCRIPTION

Being all of the platted Lot 3 of the parcel currently described as;

Being all that certain lot, tract or parcel of land situated in the T Mahan Survey, Abstract No. 1049 City of

Southlake, Tarrant County, Texas and being a portion of that certain tract of land described in deed to

Burton H. Patterson et ux Virginia L. Patterson, recorded in Instrument No. S202120509. Deed Records,

Tarrant County, Texas and being a portion of Lot 1, Hanna Addition, an addition to the City of Southlake

Tarrant County, Texas, according to the plat thereof recorded in Volume 388-202, Page 771, plat Records,

Tarrant County, Texas;

BEGINNING, at a 1⁄2 inch rebar found with cap stamped “BRITTAIN AND CRAWFORD” at the most northerly

southwest corner of that certain tract of land described I deed to the City of Southlake, recorded in

Instrument D211185074, Deed Records, Tarrant County, Texas and being in the east line of Lot 1 T. Mahan,

No. 1049 Addition, an addition to the City of Southlake according to the plat thereof recorded in Cabinet

A, Slide 3583, Plat Records, Tarrant County, Texas and being in the west line of said Patterson tract and in

the south line of E. Highland Street;

THENCE S 89°38”20” E, with the south line of said City of Southlake tract, and the south line of E. Highland Street, a

distance of 391.20 feet, 1⁄2 inch rebar found with cap stamped “BRITTAIN & CRAWFORD”, said point being the

northside of a corner clip at the intersection of E. Highland Street and N. Kimball Avenue;

THENCE S 44°59’25” E, 22.34 feet to a 1⁄2 inch rebar found with cap stamped “BRITTAIN & CRAWFORD” being the

south side of a corner clip at the intersection of E. Highland Street and N. Kimball Avenue;

THENCE s 00°48’55” E, with the wet line of N. Kimball Avenue, passing at a distance of 527.33 feet, the

north line of said Hanna Addition, and continuing along said course a total distance of 653.21 feet to a 1⁄2

inch rebar found with cap stamped “G&A CONSULTANTS” at the intersection of the west line of N. Kimball Avenue

and the north line of Southlake Glen Drive, dedicated with the recorded plat of Southlake Glen, an addition to the City of

Southlake, according to the plat thereof recorded in instrument No. D215280370, Plat Records, Tarrant County, Texas;

THENCE N 89°41’10” W, with the north line of Southlake Glen Drive, a distance of 305.87 feet to a 1⁄2 inch rebar found

with cap stamped “G&A CONSULTANTS”, and being in the south line of said Patterson tract;

THENCE N 89°41’13” W, with the south line of said Patterson tract, and the north line of said Lot 16, Block A, and

passing at a distance of 90.00 feet the northwest corner thereof, same being the northeast corner of Lot 15, Block A of

said Southlake Glen, and continuing along said course and total distance of 121.96 feet to a 1⁄2 inch rebar found, with

yellow cap being illegible, at the southeast corner of said Lot 1, T. Mahan No. 1049 Addition;

THENCE N 01°09’50” E, with the east line of said Lot 1, T. Mahan N. 1049 Addition, a distance of 543.33 feet to the

POINT OF BEGINNING and containing approximately 6.068 acres of land.

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Exhibit “B” Schedule of Lenders' Beneficial Interest in

KH Office, LLC PROMISSORY NOTE

Lender

Investment

Beneficial Interest

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Total $ 2,500,000 100.00%

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DEED OF TRUST

Date: , 2018

Grantor: KH OFFICE, LLC

Grantor's Mailing Address:

Trustee: Community National Title

Lender: Jet Financial Network, et al. (more particularly named on Exhibit “B”)

Lender's Mailing Address: 3839 McKinney Ave. Suite 155-2231, Dallas, TX 75204.

Obligation

Note Date: , 2018

Original principal amount: $2,500,000.00

Borrower: KH OFFICE, LLC

Lender: Jet Financial Network, et al. (more particularly named on

Exhibit “B”) Maturity date: May 29, 2020

Terms of Payment: As provided in the note.

Other Debt:

None.

Property (including any improvements):

See Exhibit “A”

Prior Lien:

None.

Other Exceptions to Conveyance and Warranty:

None.

A. Granting Clause

For value received and to secure payment of the Obligation, Grantor conveys the Property

to Trustee in trust. Grantor warrants and agrees to defend the title to the Property, subject to the

Other Exceptions to Conveyance and Warranty. On payment of the Obligation and

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all other amounts secured by this deed of trust, this deed of trust will have no further effect, and

Lender will release it at Grantor's expense.

B. Grantor's Obligations

B.1. Grantor agrees to maintain all property and liability insurance coverages with

respect to the Property, revenues generated by the Property, and operations on the Property that

Lender reasonably requires ("Required Insurance Coverages"), issued by insurers and written on

policy forms acceptable to Lender, and as to property loss, that are payable to Lender under policies

containing standard mortgage clauses, and deliver evidence of the Required Insurance Coverages

in a form acceptable to Lender before execution of this deed of trust and again at least ten days

before the expiration of the Required Insurance Coverages.

B.2 Grantor agrees to-

a. keep the Property in good repair and condition;

b. pay all taxes and assessments on the Property before delinquency, not

authorize a taxing entity to transfer its tax lien on the Property to anyone

other than Lender, and not request a deferral of the collection of taxes

pursuant to section 33.06 of the Texas Tax Code;

c. defend title to the Property subject to the Other Exceptions to Conveyance

and Warranty and preserve the lien's priority as it is established in this deed

of trust;

d. obey all laws, ordinances, and restrictive covenants applicable to the

Property;

e. keep any buildings occupied as required by the Required Insurance

Coverages;

f. if the lien of this deed of trust is not a first lien, pay or cause to be paid all

prior lien notes and abide by or cause to be abided by all prior lien

instruments; and

g. notify Lender of any change of address.

C. Lender's Rights

C.1. Lender or Lender's mortgage servicer may appoint in writing one or more

substitute trustees, succeeding to all rights and responsibilities of Trustee.

C.2. If the proceeds of the Obligation are used to pay any debt secured by prior liens,

Lender is subrogated to all the rights and liens of the holders of any debt so paid.

C.3. Lender may apply any proceeds received under the property insurance policies

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covering the Property either to reduce the Obligation or to repair or replace damaged or destroyed

improvements covered by the policy. If the Property is Grantor's primary residence and Lender

reasonably determines that repairs to the improvements are economically feasible, Lender will

make the property insurance proceeds available to Grantor for repairs.

C.4. Notwithstanding the terms of the Note to the contrary, and unless applicable law

prohibits, all payments received by Lender from Grantor with respect to the Obligation or this deed

of trust may, at Lender's discretion, be applied first to amounts payable under this deed of trust and

then to amounts due and payable to Lender with respect to the Obligation, to be applied to late

charges, principal, or interest in the order Lender in its discretion determines.

C.5. If Grantor fails to perform any of Grantor's obligations, Lender may perform those

obligations and be reimbursed by Grantor on demand for any amounts so paid, including attorney's

fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for

matured, unpaid amounts. The amount to be reimbursed will be secured by this deed of trust.

C.6. COLLATERAL PROTECTION INSURANCE NOTICE

In accordance with the provisions of Section 307.052(a) of the Texas Finance Code,

the Beneficiary hereby notifies the Grantor as follows:

(A) the Grantor is required to:

(i) keep the collateral insured against damage in the amount the

Lender specifies;

(ii) purchase the insurance from an insurer that is authorized to do

business in the state of Texas or an eligible surplus lines insurer;

and

(iii) name the Lender as the person to be paid under the policy in the

event of a loss;

(B) the Grantor must, if required by the Lender, deliver to the Lender a

copy of the policy and proof of the payment of premiums; and

(C) if the Grantor fails to meet any requirement listed in Paragraph (A) or

(B), the Lender may obtain collateral protection insurance on behalf of the Grantor at the

Grantor's expense.

C.7. If a default exists in payment of the Obligation or performance of Grantor

obligations and the default continues after any required notice of the default and the time allowed

to cure, Lender may-

a. declare the unpaid principal balance and earned interest on the Obligation

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immediately due;

b. exercise Lender's rights with respect to rent under the Texas Property

Code as then in effect;

c. direct Trustee to foreclose this lien, in which case Lender or Lender's agent

will cause notice of the foreclosure sale to be given as provided by the Texas

Property Code as then in effect; and

d. purchase the Property at any foreclosure sale by offering the highest bid

and then have the bid credited on the Obligation.

C.8. Lender may remedy any default without waiving it and may waive any default

without waiving any prior or subsequent default.

D. Trustee's Rights and Duties

If directed by Lender to foreclose this lien, Trustee will-

D.1. either personally or by agent give notice of the foreclosure sale as required by the

Texas Property Code as then in effect;

D.2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash

with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to

Conveyance and Warranty and without representation or warranty, express or implied, by Trustee;

D.3. from the proceeds of the sale, pay, in this order-

a. expenses of foreclosure, including a reasonable commission to Trustee;

b. to Lender, the full amount of principal, interest, attorney's fees, and other

charges due and unpaid;

c. any amounts required by law to be paid before payment to Grantor; and

d. to Grantor, any balance; and

D.4. be indemnified, held harmless, and defended by Lender against all costs, expenses,

and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created

by this deed of trust, which includes all court and other costs, including attorney's fees, incurred

by Trustee in defense of any action or proceeding taken against Trustee in that capacity.

E. General Provisions

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E.1. f any of the Property is sold under this deed of trust, Grantor must immediately

surrender possession to the purchaser. If Grantor does not, Grantor will be a tenant at sufferance

of the purchaser, subject to an action for forcible detainer.

E.2. Recitals in any trustee's deed conveying the Property will be presumed to be true.

E.3. Proceeding under this deed of trust, filing suit for foreclosure, or pursuing any other

remedy will not constitute an election of remedies.

E.4. This lien will remain superior to liens later created even if the time of payment of

all or part of the Obligation is extended or part of the Property is released.

E.5. If any portion of the Obligation cannot be lawfully secured by this deed of trust,

payments will be applied first to discharge that portion.

E.6. Grantor assigns to Lender all amounts payable to or received by Grantor from

condemnation of all or part of the Property, from private sale in lieu of condemnation, and from

damages caused by public works or construction on or near the Property. After deducting any

expenses incurred, including attorney's fees and court and other costs, Lender will either release

any remaining amounts to Grantor or apply such amounts to reduce the Obligation. Lender will

not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor

will immediately give Lender notice of any actual or threatened proceedings for condemnation of

all or part of the Property.

E.7. Grantor collaterally assigns to Lender all present and future rent from the Property

and its proceeds. Grantor warrants the validity and enforceability of the assignment. Grantor will

apply all rent to payment of the Obligation and performance of this deed of trust, but if the rent

exceeds the amount due with respect to the Obligation and the deed of trust, Grantor may retain

the excess. If a default exists in payment of the Obligation or performance of this deed of trust,

Lender may exercise Lender's rights with respect to rent under the Texas Property Code as then in

effect. Lender neither has nor assumes any obligations as lessor or landlord with respect to any

occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph

without taking possession of the Property. Lender will apply all rent collected under this paragraph

as required by the Texas Property Code as then in effect. Lender is not required to act under this

paragraph, and acting under this paragraph does not waive any of Lender's other rights or remedies.

E.8. Interest on the debt secured by this deed of trust will not exceed the maximum

amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received

under law. Any interest in excess of that maximum amount will be credited on the principal of the

debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment,

any such excess will be canceled automatically as of the acceleration or prepayment or, if already

paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded.

This provision overrides any conflicting provisions in this and all other instruments concerning the

debt.

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E.9. In no event may this deed of trust secure payment of any debt that may not lawfully

be secured by a lien on real estate or create a lien otherwise prohibited by law.

E.10. When the context requires, singular nouns and pronouns include the plural.

E.11. The term Note includes all extensions, modifications, and renewals of the Note and

all amounts secured by this deed of trust.

E.12. Grantor represents to Lender that no part of the Property is exempt as homestead

from forced sale under the Texas Constitution or other laws. All real estate constituting Grantor's

homestead exempt from forced sale under the Texas Constitution or other laws consists of the

following: .

E.13. Grantor will furnish to Lender or other holder of the Note annually, before taxes

become delinquent, copies of tax receipts showing that all taxes on the Property have been paid.

Grantor will annually furnish to Lender or other holder of the Note evidence of current paid-up

insurance naming Lender or other holder of the Note as an insured.

E.14. This deed of trust binds, benefits, and may be enforced by the successors in interest

of all parties.

E.15. If Grantor and Borrower are not the same person, the term Grantor includes

Borrower.

E.16. Grantor and each surety, endorser, and guarantor of the Obligation waive, to the

extent permitted by law, all (a) demand for payment, (b) presentation for payment, (c) notice of

intention to accelerate maturity, (d) notice of acceleration of maturity, (e) protest, and (f) notice of

protest.

E.17. Grantor will have full recourse liability for repayment of the principal and interest

of the Note and the performance of all covenants and agreements of Grantor in this Deed of Trust.

E.18. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other

costs of enforcing Lender's rights under this deed of trust if an attorney is retained for its

enforcement.

E.19. If any provision of this deed of trust is determined to be invalid or unenforceable,

the validity or enforceability of any other provision will not be affected.

E.20. The term Lender includes any mortgage servicer for Lender.

E.21. Grantor hereby grants Lender a right of first refusal with respect to Grantor's power

to authorize any third party (other than Lender pursuant to its rights as set forth in this instrument)

to pay ad valorem taxes on the Property and authorize a taxing entity to transfer its tax lien on the

Property to that third party. Grantor's authorization to any third party (other than

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Lender) to pay the ad valorem taxes and receive transfer of a taxing entity's lien for ad valorem

taxes shall be null and void and of no force and effect unless Lender, within ten days after receiving

written notice from Grantor, fails to pay the ad valorem taxes pursuant to Lender's rights as set

forth in this instrument.

E.22. Grantor represents that this deed of trust and the Note are given for the following

purposes:

The debt evidenced by the Note is in part payment of the purchase price of the Property;

the debt is secured by this deed of trust and by a vendor's lien on the Property, which is

expressly retained in a deed to Grantor of even date. The vendor's lien is transferred to

Lender by the deed. This deed of trust does not waive the vendor's lien, and the two liens

and the rights created by this deed of trust are cumulative. Lender may elect to foreclose

either of the liens without waiving the other or may foreclose both.

The lien securing the Note is subordinate to the prior lien ("Underlying Liens") of Deeds

of Trust described above. Grantor has not assumed payment of any prior debt, but Lender

is obligated to pay it according to its terms. If Lender defaults in payment of the prior note,

Grantor has the right to cure the default and receive credit on this note. The subordinate

liens securing this note are also provided for in the warranty deed with vendor's lien and

deed of trust described above.

Grantor:

KH OFFICE, LLC

STATE OF TEXAS )

By: _

Title:

COUNTY OF )

This instrument was acknowledged before me on , 2018, by

, the Authorized Representative for Grantor.

Notary Public, State of Texas

My commission expires:

AFTER RECORDING RETURN TO:

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EXHIBIT “A” LEGAL DESCRIPTION

Being all of the platted Lot 3 of the parcel currently described as;

Being all that certain lot, tract or parcel of land situated in the T Mahan Survey, Abstract No. 1049 City of

Southlake, Tarrant County, Texas and being a portion of that certain tract of land described in deed to

Burton H. Patterson et ux Virginia L. Patterson, recorded in Instrument No. S202120509. Deed Records,

Tarrant County, Texas and being a portion of Lot 1, Hanna Addition, an addition to the City of Southlake

Tarrant County, Texas, according to the plat thereof recorded in Volume 388-202, Page 771, plat Records,

Tarrant County, Texas;

BEGINNING, at a 1⁄2 inch rebar found with cap stamped “BRITTAIN AND CRAWFORD” at the most northerly

southwest corner of that certain tract of land described I deed to the City of Southlake, recorded in

Instrument D211185074, Deed Records, Tarrant County, Texas and being in the east line of Lot 1 T. Mahan,

No. 1049 Addition, an addition to the City of Southlake according to the plat thereof recorded in Cabinet

A, Slide 3583, Plat Records, Tarrant County, Texas and being in the west line of said Patterson tract and in

the south line of E. Highland Street;

THENCE S 89°38”20” E, with the south line of said City of Southlake tract, and the south line of E. Highland Street, a

distance of 391.20 feet, 1⁄2 inch rebar found with cap stamped “BRITTAIN & CRAWFORD”, said point being the

northside of a corner clip at the intersection of E. Highland Street and N. Kimball Avenue;

THENCE S 44°59’25” E, 22.34 feet to a 1⁄2 inch rebar found with cap stamped “BRITTAIN & CRAWFORD” being

the south side of a corner clip at the intersection of E. Highland Street and N. Kimball Avenue;

THENCE s 00°48’55” E, with the wet line of N. Kimball Avenue, passing at a distance of 527.33 feet, the

north line of said Hanna Addition, and continuing along said course a total distance of 653.21 feet to a 1⁄2

inch rebar found with cap stamped “G&A CONSULTANTS” at the intersection of the west line of N. Kimball Avenue

and the north line of Southlake Glen Drive, dedicated with the recorded plat of Southlake Glen, an addition to the City

of Southlake, according to the plat thereof recorded in instrument No. D215280370, Plat Records, Tarrant County,

Texas;

THENCE N 89°41’10” W, with the north line of Southlake Glen Drive, a distance of 305.87 feet to a 1⁄2 inch rebar

found with cap stamped “G&A CONSULTANTS”, and being in the south line of said Patterson tract;

THENCE N 89°41’13” W, with the south line of said Patterson tract, and the north line of said Lot 16, Block A, and

passing at a distance of 90.00 feet the northwest corner thereof, same being the northeast corner of Lot 15, Block A of

said Southlake Glen, and continuing along said course and total distance of 121.96 feet to a 1⁄2 inch rebar found, with

yellow cap being illegible, at the southeast corner of said Lot 1, T. Mahan No. 1049 Addition;

THENCE N 01°09’50” E, with the east line of said Lot 1, T. Mahan N. 1049 Addition, a distance of 543.33 feet to the

POINT OF BEGINNING and containing approximately 6.068 acres of land.

Page 42: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

Exhibit “B” Schedule of Lenders' Beneficial Interest in

KH Office, LLC Deed of Trust

Lender

Investment

Beneficial Interest

Page 43: HIGHLAND CORNER OFFICE PARK · The median sale price in Southlake is $588,251 (as of Aug 1, 2017). In Dallas-Fort Worth, the median price of homes that sold is $234,594. According

Total $ 2,500,000 100.00%