General

This website, orionmiami.com (the “Website”), application, app.orionmiami.com (the “Application”) and the internally linked ClientPortal (the “Portal ” and, collectively with the Website and Application, the “ Portal Functions”) are each the property of Orion Investment and Management Ltd. Corp., d/b/a Orion Real Estate Group, a Florida corporation (“OREG”), and/or its affiliates and licensors, which affiliates include, without implied limitation, Orion Capital Partners, LLC, a Delaware limited liability company (“ OCP”), and Baybridge Real Estate Group, LLC, a Florida limited liability company (“Baybridge”),and which licensors include, without limitation, Digital Ocean, a provider of data rooms, applications and hosting services (“ Portal Provider”), under contract wit OREG and such Portal offered through the Website and Application contains real estate investment information and real estate investment management tools, as described below, generated, prepared and/or aggregated by Orion and certain of its subsidiaries, controlled entities, affiliates and/or joint venture partners (collectively, “Orion”, “ we” or “us”). The terms and conditions set forth herein apply to all pages of this Website and Application and to information referenced and/or linked within this Website and/or Application, but not necessarily hosted within the domain “orionmiami.com” including, without limitation, information posted, displayed and/or otherwise contained within the Portal. These Terms of Use are intended to apply in addition to any terms of service adopted by Portal Provider, as may be amended from time to time and any terms of use, terms of service or privacy policies adopted by Orion from time to time. These Terms of Use create a binding legal obligation between you and Orion and you are advised to review these Terms of Use in their entirety and to discuss the contents hereof with your own legal counsel prior to your access of the Portal and/or continued use of this Website and/or Application. By accessing the Portal and/or continuing your use of this Website and/or Application, you are expressly indicating your acceptance of the terms and provisions of these Terms of Use. In the event that you do not accept any provision of these Terms of Use, your only remedy shall be to discontinue immediately your use of any and all of the Portal Functions. Users of the Portal and Portal Functions are advised to review the terms of use, terms of service and privacy policy of Portal Provider, hosted at Digital Ocean NYC3. Orion has not reviewed the terms of service and/or privacy policy of Portal Provider and makes no representations concerning the content thereof, if any. The information and documents accessible using the Portal Functions are considered confidential, as further set forth herein, and are intended solely for the use of the person to whom Orion has issued a user name and password (“you” or the “ user”) as well as such user’s legal, accounting and financial advisors subject, in any event, to the access restrictions set forth herein (such professional advisors, collectively, “Advisors”) (See the section entitled Passwords, Security and Access below for additional information). All Portal Functions (Portal, Website and Application) are offered to you, conditioned on your acceptance without limitation, modification, deletion and/or qualification of the terms, conditions, and notices contained or linked herein. By accessing these Portal Functions, you confirm your agreement with, and understanding of, all of the following terms, conditions, disclaimers, warnings, limitations on liability, terms of use and legal information pertaining to each of the Portal Functions and any other information related to the Portal Functions or its constituent Portal, Website and Application parts, including “Portal Information,” as defined below. We reserve the right to change the terms, conditions, and notices under which the Portal Functions are offered, collectively as the Portal Functions or through the constituent Portal, Website and Application parts at any time and without any notice whatsoever to you.

Opt Out

If you do not agree with these Terms of Use and the Privacy Policy respectively and in their entirety, your only remedy is immediately to cease using the Portal Functions on both a collective basis and through its constituent Portal, Website and Application parts; in such event, information provided to you through Portal Functions will be provided to you by another means upon written request. By continuing to use any one or more of the Portal Functions and/or accessing the Portal, you are signifying your acceptance of and agreement with these Terms of Use and Privacy Policy in their entirety. By activating your Portal account and accessing the Portal or Portal Functions, you are consenting to the electronic delivery of all documents and information contained therein, as updated from time to time, acknowledging receipt thereof and timely delivery of the materials contained within and/or otherwise accessed through the Portal notwithstanding any prior agreement to the contrary, all except as may be agreed upon in writing between you and Orion from time to time. Subscribers for interests in Orion-sponsored real estate investment management, real estate interest acquisition or disposition services, real estate assets or funds may opt out of Portal access and electronic delivery of all documentation contained therein by contacting Orion at the address set forth at the end of these Terms of Use.

Confidentiality

All information available through the privileged areas of the Website, Application and Portal, which, for the avoidance of doubt, shall include all areas to which access is password protected, is confidential and proprietary to Orion unless expressly noted otherwise. This includes all financial and real estate asset information, data, analyses, spreadsheets, charts, formulas, calculations, capital calls, distribution notices, Schedule K-1s and other tax reporting information, reports, formulations, statements and results of operations, financial statements and other information provided through the Portal, whether in writing, audio, video or any other document format expressly including such information pertaining directly to your asset holdings (collectively, the “ Portal Information”). You must use best efforts to keep all Portal Information strictly confidential. You hereby agree to make all necessary and appropriate efforts to safeguard the Portal Information from disclosure to anyone other than as permitted hereby including, without limitation, instituting court proceedings to prevent or restrain any of your Advisors, agents and/or representatives from breaching these Terms of Use; provided, further, you agree to keep all such Portal Information confidential and to use such Portal Information solely for evaluating and/or monitoring one or more subscriptions for an interest in Orion sponsored real estate assets, managed real estate interests and investments, to-be-acquired or to-be-disposed of real estate, or real estate funds (each an “Interest” and collectively, the “Interests”). Portal Functions may only be accessed by (i) current owners and investors in Interests and (ii) their Advisors; provided, however, that any Advisor granted access to the Portal on behalf of a registered user shall first be apprised of (and shall in any event be deemed to be apprised of for purposes of users’ and Advisors’ obligations hereunder) the confidentiality obligations contained in the Website’s, Application’s and the Portal’s respective terms of use and such Advisor hereby agrees to be bound by the terms contained in these Terms of Use as a user hereof. You shall remain responsible for any breach, default or failure to perform these Terms of Use by your Advisors, agents and/or representatives.

All materials on or accessible on or within any one or more Portal Functions(Website, Application and Portal) including, without limitation, any Portal Information, are meant to be reviewed in their entirety, including any footnotes, legal investment or securities disclaimers, restrictions or disclosures, and any copyright or proprietary notices inclusive of any cross-references to such materials or incorporation thereof by reference. Any disclaimers, restrictions or disclosures shall be deemed to apply to any partial, ancillary or modifying document or material in the same manner as they do the whole or the original, and shall be deemed incorporated in the portion of any material that you consult or download.

If any person seeks to compel you or any of your Advisors, agents and/or representatives to disclose any Portal Information under compulsion of law (by oral questions, interrogatories, requests for documents, subpoena, civil investigative demand or similar process), you and/or your Advisors, agents and representatives shall, as promptly as practicable, notify Orion thereof so that Orion may have an opportunity promptly to seek a protective order or other appropriate remedy including, without limitation, a narrowing of the scope of such request, and/or waive compliance with the provisions of Terms of Use with respect to the Portal Information sought to be disclosed. If such disclosure is required by applicable law, then you and/or your Advisors, agents and representatives shall (i) give no fewer than five (5) business days’ prior written notice to Orion of any such disclosure, (ii) to the extent such disclosure in any way identifies Orion (or any terms or discussions in respect thereof), consult with Orion prior to making such disclosure, and (iii) furnish only that portion of the Portal Information that is legally required.

The furnishing of Portal Information under these Terms of Use shall not constitute any grant, option or license to you or any of your Advisors, agents and/or representatives under any patent, trade secret or other intellectual property rights now or hereafter held by Orion or any of its representatives. You will promptly, upon the request of Orion, destroy and/or deliver to Orion all Portal Information furnished by Orion and or its representatives to you, your Advisors and/or representatives, which has been converted to hardcopy, without retaining, in whole or in part, any copy thereof. Upon the request of Orion, you shall promptly deliver to Orion written certification that all Portal Information has been returned and/or destroyed pursuant to this Section. Your obligation to keep the Portal Information confidential and your indemnification obligations under these Terms of Use shall survive any termination of these Terms of Use and/or your earlier discontinuation of use of any one or more or all of the Portal Functions (Portal, Website and Application).

Ownership of Site, Application, Copyright and Service Mark

All Portal Functions are the property of Orion (and/or its licensors) and select elements of the Portal Functions are used by Orion under license from Portal Provider. Any and all accompanying screens, information, materials, user documentation, user interfaces, images, arrangements of information, related software and other proprietary property of Orion or its licensors, is and shall remain the exclusive property of Orion and its licensors, as applicable except as expressly noted otherwise. All rights to the Portal Functions (inclusive of the Portal, Website and Application) and Portal Information remain with Orion or its licensors. The Portal Functions are for your personal, nonexclusive use along with other persons permitted or authorized by Orion to view certain limited information with respect to one or more of your Interest holdings. You may not modify, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information (Portal Information or otherwise), software, products or services obtained from the Portal Functions.

Unauthorized Access

The Portal Functions are not absolutely protected against access by unauthorized third parties. You acknowledge that any information provided through the Internet may be potentially accessed by unauthorized third parties regardless of the preventative measures employed. Although Orion will make reasonable efforts to protect the privacy of users of the Website, Application and Portal and we anticipate that Portal Provider will make corresponding reasonable efforts with respect to the Portal Functions as further described in their terms of service and/or non-disclosure agreements, no guarantee can be made that unauthorized third parties will not access the information contained on the Website, Application and/or Portal including the Portal Information (See the section entitled No Warranty below). You acknowledge that Orion is not necessarily responsible for notifying you that unauthorized third parties have gained such access or that any data has been otherwise compromised during transmission across computer networks or telecommunications facilities including, without limitation, the Internet except as expressly required by applicable law; provided, further, you acknowledge that Orion may not be reasonably capable of discovering such intrusion in a timely manner, if at all. You acknowledge that select elements of the Portal Functions are the exclusive property of Orion’s licensors and utilized by Orion under license and that these Terms of Use apply in addition to and not in limitation of the terms of service adopted by such licensors (which may for the avoidance of doubt include Portal Provider) from time to time.

Passwords, Security and Access

You shall not (1) access the Portal for any purpose other than personal use or (2) access or use the Portal in any unlawful manner or in violation of these Terms of Use. You are responsible for the confidentiality, safekeeping and use of your password and you agree to keep the password confidential except as expressly provided herein with respect to your Advisors, each of which must have a substantive need to access the information contained within the Portal in order to advise you regarding Orion and/or your Interest holdings. Your password is an important means of protection for you. You agree to contact us immediately if you believe that an unauthorized person has obtained access to your password. You are responsible for any unauthorized use of your password. You may only access the privileged areas of the Portal Functions (including the Website, Application and/or Portal) by using the password that we have provided or which you have created in accordance with the security protocols accepted by the Portal Functions.

Privacy Policy Acknowledgement

You acknowledge that you have received notice of Orion’s Privacy Policy and, by the continued use of Portal Functions, you accept these Terms of Use and the Privacy Policy.

No Warranty

Any information you receive from Orion to which you are permitted to access as Portal Information is believed to be reliable. Nevertheless, neither Orion nor its agents are liable for any deficiencies in the accuracy, adequacy, completeness, availability, relevance, reliability, currency or timeliness of such information.

No performance information;real estate, securities or other investment management analysis;real estate, securities or investment interest acquisition or disposition analyses;real estate, securities, investment asset or fund evaluations or analyses; real estate,securities or investment analyses or performance reviews, data or other information contained within these Portal Functions (inclusive of the Website, Application and Portal), including the Portal Information, is warranted by Orion or its affiliates as to accuracy, adequacy, completeness, relevance, reliability, currency, timeliness or availability, express or implied. Any and all such information is subject to change without any notice to you, whatsoever.

TheWebsite, Application and Portal, including information and materials contained in any one or more of the Portal Functions, text, graphics, software, links and other items are provided “as is,” “as available” without warranty of any kind, either express or implied, to the fullest extent permissible pursuant to applicable law. Without limitation, Orion does not warrant the accuracy, adequacy, completeness, relevance, reliability, currency, timeliness or availability of the Website, Application and/or Portal or any information on this Website, Application and/or Portal including any Portal Information, and expressly disclaims liability for errors or omissions in the Website, Application, Portal and any Portal Information. There is no warranty of merchantability, no warranty of fitness for a particular purpose, no warranty of non-infringement, nor any other warranty of any kind, whether implied, express or statutory, in conjunction with the Website, Application, Portal and/or Portal Information, whatsoever. Orion further assumes no responsibility for, and makes no warranties that, access to this Website, Application, Portal and/or the Portal Information will be uninterrupted or error-free, that defects will be corrected in a timely manner, if at all, or that the website or the server that makes it available will be free of viruses or other harmful components. Please note that some jurisdictions do not allow the exclusion of certain warranties, so some or all of the above exclusions may not apply to you.

Additional Disclaimers Regarding Work Product

User acknowledges that Orion is a provider of,and is in the business of providing, real estate consulting services including, without limitation, commercial brokerage, development and construction, sale-leaseback transactions, non-US capital sourcing, deal structuring and private placements for foreign investors (collectively, the “ Provided Services”)and Orion prepares information, research, analyses, reporting and other materials for and/or on behalf of user as well as for and/or on behalf of certain other subscribers, investors, clients and others (such materials, whether or not provided in connection with or pursuant to the Portal Functions or the Provided Services, and inclusive of any and all materials on or contained within Orion’s websites and marketing materials (including the Portal Functions), collectively, “Orion Work Product”).

Although Orion from time to time provides Provided Services and prepares and delivers Orion Work Product, Orion is not, nor are any of the individuals or entities comprising Orion qualified or licensed as, registered securities brokers, dealers, or advisors. Further, Orion is not licensed to give or otherwise qualified to provide financial advice, buy/sell/hold recommendations, or anything in the nature of financial and/or investment advice, whatsoever, except as may be clearly and independently demonstrated in writing by applicable government authorities from time to time, nor do any Provided Services or Orion Work Product constitute a solicitation, recommendation, promotion or endorsement of any particular security, other investment product, transaction or investment. Accordingly, Orion does not act, shall not be deemed to act, and shall not be deemed to have acted in the capacity of any one or more of the following and users should not construe any Orion activities, materials, Provided Services or Orion Work Product as involving any one or more of the following: providing investment advice or services (whether personalized to any one or more such users or otherwise); acting in the capacity of an investment adviser or engaging in activities that would be deemed to be providing investment advice that requires registration either at the federal or state level of any government (including, for the avoidance of doubt and without limitation, the United States of America, European Union and United Mexican States); broker-dealer activities; securities trading expert or analyst; financial planner or planning; providing stock recommendations or picks; providing advice about buy and sell or hold recommendations as to specific securities; or offer, sale or solicitation to purchase securities.

Users should not construe or interpret any of Orion Work Product as investment advice. Data and information is provided for informational and educational purposes only, and is not intended for trading purposes, as comparable market analysis or as legal, tax, investment, financial or other advice. Orion Work Product is NOT a solicitation to BUY, SELL, or HOLD any securities mentioned, directly or indirectly, in Orion Work Product. NEVER make an investment decision based solely on the information contained in Orion Work Product . All users expressly acknowledge and agree that they alone bear complete responsibility for their own investment research and investment decisions in connection with the Portal Functions. Users’ own due diligence is of the utmost importance and highly recommended. If users are seeking investment advice they should consult with an independent registered investment adviser, registered stockbroker, financial investment advisor, broker, dealer, or other financial professional of such users’ choosing. USERS SHOULD SEEK THE ADVICE OF QUALIFIED INDEPENDENT PROFESSIONALS AND SPECIALISTS – LAWYERS, ACCOUNTANTS, ADVISERS, DEALERS, BROKERS OR OTHERS – REGARDING ORION WORK PRODUCT, PROVIDED SERVICES AND RELATED MATTERS. ORION IS NOT A SUBSTITUTE FOR SUCH QUALIFIED INDEPENDENT PROFESSIONALS. REAL ESTATE OWNERSHIP AND ASSOCIATED INVESTING IS SPECULATIVE IN NATURE AND CARRIES A HIGH DEGREE OF RISK, EVEN TO THE EXTENT CONTEMPLATED BY THE PROVIDED SERVICES.

Orion affiliates, along with their respective friends and family, may (or may not) hold, purchase, or short positions in any one or more securities featured within Orion Work Product (including, without limitation, securities having superior rights, preferences or economic or control features superior to or representing a conflict of interest in connection with interests owned by any one or more other users). Orion will not disclose such information to users and disclaims any obligation or duty (including, for the avoidance of doubt and without limitation, any professional or fiduciary duties, whatsoever) to disclose, communicate or present any such information or opportunity about such securities, their rights, preferences, values, obligations, assessability, or the time the positions in the securities were acquired. Orion may also transfer or liquidate all or any part of any such securities (including, without limitation, securities, assets or other interests owned by any one or more users) at any time, at will, and without notice to any one or more such users, which may have an adverse impact on the securities being liquidated. There can be no assurances that (i) Orion’s goals, objectives, investment portfolio or strategies are consistent with any one or more of the users’ own investment objectives and (ii) that Orion is continuing to pursue a strategy or investment decision contained in the Orion Work Product or as contemplated in connection with Provided Services. Notwithstanding any provision of these Terms of Use to the contrary, no Orion-affiliated person or entity shall be liable to any user for breach of any duty whatsoever by reason of the fact that any such Orion-affiliated person or entity directly or indirectly pursues or acquires such an opportunity for itself, directs such opportunity to another person or entity, or does not disclose, communicate or present such opportunity to any user.

Each user acknowledges and agrees that (A) neither Orion nor any Orion-affiliated person or entity is or shall be required solely or exclusively to manage such user’s account or Interest or to devote all or substantially all business time or efforts to such user, its portfolio, Orion’s portfolio or Orion’s duties under applicable governing documents, but instead shall devote only so much of such time and efforts as such Orion-affiliated person reasonably deems necessary from time to time; (B) Orion is in the business of investing in, acquiring and/or managing businesses and real estate for its own account, for the account of their affiliates and associates and for the account of other unaffiliated parties, and further that Orion plans to continue to be engaged in such businesses (and other business or investment activities); and (C) Orion and all such Orion-affiliated persons and entities, either individually or collectively, may participate in other business ventures of any kind except as expressly restricted in a written agreement, whether or not such ventures are competitive or in conflict with a user, a user’s portfolio, Orion’s portfolio or any securities or assets owned by any one or more users. No user, client or other person shall have any right to any income or profit derived from Orion’s other business ventures.

Limitation of Liability

In no event will Orion be liable for any damages, or for repairs or corrections that must be performed, to or on your computer, person or other property including, without limitation, direct or indirect, special, incidental, or consequential damages, losses or expenses arising in connection with the Website, Portal, Portal Information or the use thereof or the inability by any party to use such Website and/or Portal, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Orion, or representatives thereof, are advised of the possibility of such damages, losses or expenses.

User Breach of Terms of Use

User shall be liable to Orion for all liens, damages, losses, breaches, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses (“ Claims”) resulting from user’s breach of any provision of these Terms of Use including, without limitation, any unauthorized use or disclosure of the Portal Information by user and/or user’s Advisors, representatives and/or agents accessing the Portal on user’s behalf. User acknowledges that remedies at law may be inadequate to protect against any actual or threatened Claim or breach of these Terms of Use by user or user’s Advisors, representatives and/or agents. User therefore agrees that in the event of any threatened Claim or in the event that user or any of its Advisors, representatives and/or agents breaches or threatens to breach any of the provisions of these Terms of Use including, without limitation, any provision governing the confidentiality of Portal Information, then Orion may seek equitable relief in its favor by way of injunction or otherwise without proof of actual damages. Any such equitable remedy shall not be deemed to be the sole and exclusive remedy under these Terms of Use but shall be in addition to all other remedies available to Orion at law or in equity. User covenants and agrees, at its sole cost and expense, to indemnify, defend and hold Orion and its principals, officers, directors, shareholders, managers, members, partners, employees, representatives, subsidiaries and affiliates (the “ Orion Indemnified Parties”) harmless against and from any and all Claims of any kind or of any nature whatsoever including, without limitation, reasonable attorneys’ fees and costs which may at any time be imposed upon, incurred by or asserted or awarded against Orion, arising directly or indirectly from or out of a breach or default of or failure to perform these Terms of Use by user and/or any of user’s Advisors, representatives and/or agents.

No Offer of Securities, Interests in Real Estate and/or Advice

The Website, Application and Portalare for informational purposes only. Except as Orion may authorize in advance and in writing from time to time, no information on theWebsite, Application or Portalmay be construed as a solicitation, offer, recommendation, representation of suitability or endorsement of any security, interest in real estate assets, real estate or investment including, without limitation, with respect to any Interest. Irrespective of any documentation contained within the Website Application and/or the Portal from time to time, offerings of real estate acquisitions or dispositions,real estate and interests in the same including, without limitation, through entities sponsored, formed and/or controlled by Orion, are made only by private placement memorandum and related subscription documents and/or other definitive offering documents, distributed by persons authorized by Orion, and only in those jurisdictions where permitted by the Securities Laws (defined below) and any other applicable statutes and regulations.

None of the Interests referred to herein have been registered under any (a) federal securities laws including, without limitation, the Securities Act of 1933 and/or the Securities Exchange Act of 1934 or (b) state ‘Blue Sky’ counterparts thereto (the preceding (a) and (b), collectively, the “ Securities Laws”) and no subscription to participate in any Interest, whether as a limited partner, member, or in any other investor capacity may be accepted in your state or jurisdiction unless such Interest is first excluded or exempted from all applicable registration requirements under the Securities Laws.

Except as expressly set forth by Orion in writing, from time to time, this Website, Application and/or Portal will be used as an electronic data room repository for information otherwise made available by Orion in hardcopy and the Portal Functions will not be used by Orion to prepare, publish, convey, disseminate or otherwise make available any reports regarding securities, real estate investments and/or interests in the same. This Website, Application and Portal and the information contained herein does not constitute, and is not intended to constitute, a complete description of our real estate management services or asset holdings. This Website, Application and Portal, inclusive of any information contained, referenced and/or linked within including, without limitation, any Portal Information, is not intended, nor should it be construed or relied upon, as investment advice. Users who are considering investments or additional investments in the interests discussed in the Portal Functions, changes to any of their current investments (real estate, securities or otherwise) or other securities or investment decisions are advised to consult their independent Advisors for such advice.

Real Estate Risks and Asset Performance Information

Acquisitions of real estate and interests in real estate, including subscriptions for interests in property owning or acquiring entities, real estate funds, joint ventures, fractional ownership and/or syndication structures, are illiquid, subject to a substantial risk of loss and are not suitable for many investors. A subscription for an Interest sponsored by Orion is subject to a variety of risks, certain of which are disclosed in each Interest’s private placement memorandum or other applicable offering document.

Risks Associated with Interests; No Advice Provided

Investment in any Interest will involve significant risks due to, among other things, the nature of the real estate investments. Potential investors granted access to the Portal should pay particular attention to the disclaimers and/or risk factors expressly set forth on each document hosted and/or otherwise accessible within the Portal. Prospective investors should not construe any contents of this Portal as legal, tax, financial, accounting, investment or other related advice. Potential investors will have the opportunity to ask questions and receive answers and additional information about any Interests to verify the information contained herein at such time when the prospective investor receives definitive offering documents setting forth the terms of the private placement of the subject Interest.

Reliance on Own Review of Interests and Portal Information

In making a purchase or sale decision to participate and/or subscribe for an Interest in any Orion sponsored real estate asset, interest and/or fund including, without limitation, and assets, interests or funds described within the Portal, investors must rely on their own examination of the asset, interest, fund and/or operating entity and the terms of the offering, including the merits and risks involved. No interest in any asset, interest, fund and/or operating entity fund described within the Portal has been recommended or approved by any federal, state or foreign securities commission, regulatory authority or agency. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any document hosted and/or otherwise contained within the Portal. Any representation to the contrary is untrue and would constitute a criminal offense.

Past performance is not necessarily indicative of future results and is no guarantee of future returns.

Return objectives are only targets based upon one or more assumptions regarding the performance of our real estate asset management, real estate interest acquisition or disposition services, real estate assets or funds and real estate Interests and such assumptions may prove to be inaccurate and objectives and/or projections based thereon may not be achieved. Except as otherwise expressly provided, any performance data presented within this Website, Application and/or Portal represents unaudited estimates and such data is based on information prepared by Orion and/or third-party sources including, without limitation, property management companies engaged by Orion; provided, in addition, such information is calculated and presented as of, and expressly limited to, the date of posting, publication and/or any earlier referenced preparation date as set forth thereon. Such information may be inaccurate or incomplete. The real estate investment strategies and risk characteristics of Orion’s real estate assetand investment management, real estate interest acquisition or disposition services, real estate assets or funds and real estate Interests are unique to the specific facts and circumstances of each Interest; therefore, comparisons of the performance of one Interest to another Interest may be misleading or ineffectual. Individual returns may vary due to the timing of capital contributions and withdrawals, side investments, tax withholding, special allocations of new issues and/or different fee arrangements.

Any information you receive from Orion or to which you are permitted to access as Portal Information, is believed by management to be reliable. Nevertheless, neither Orion nor its agents are liable for any deficiencies in the accuracy, adequacy, completeness, availability, relevance, reliability, currency or timeliness of such information.

Past Performance and “Forward Looking Statements” in Portal Information

Any past real estate investment or asset performance data contained in this Portal for funds or projects previously sponsored and/or managed by Orion (i) has been provided by Orion and other sources and,except as otherwise expressly provided, has not been independently verified in any way, (ii) is historical data and, as with all real estate investments, past investment performance does not guarantee future results, and investment and asset results may vary substantially over any given time period and (iii) there can be no assurances that any real estate investment management, real estate interest acquisition or disposition services, real estate assets or funds and real estate Interests will be able to implement their investment and/or asset strategies or achieve their objectives. Actual realized returns will depend on, among other factors, future operating results, the assets’ value and market conditions at the time of disposition, legal and contractual restrictions on transfer that may limit liquidity, any related transaction costs and the timing and manner of sale. Any projections or other estimates in or contained within this Portal, including estimates of returns or performance, are “forward-looking statements” and are based upon certain assumptions. Other events, which were not taken into account, may occur and may significantly affect the analyses. Any assumptions should not be construed to be indicative of the actual events that will occur. Actual events are difficult to predict and may depend upon factors that are beyond Orion’s control. Accordingly, Orion cannot make any assurances that estimated returns or projections can be realized or that actual returns or results will not be materially lower than those estimated herein. Investors should conduct their own analysis using such assumptions as they deem appropriate and should fully consider other available information. Investors can identify forward-looking statements on any documentation contained within the Portal by the use of terminology such as “may,”“will,”“seek,”“target,”“expect,”“anticipate,”“project,”“should,”“believe,”“intend,”“plan,”“estimate,”“predict,”“potential,”“continue” or the negative thereof or other variations thereon or comparable terminology.

Any and all forward-looking statement(s) are intended to express Orion’s opinion of earning potential and, if provided, constitute educational information. Opinions and views expressed within Orion Work Product are opinions and views of how Orion evaluates an individual property, asset or company based on what Orion perceives or believes to be reputable sources. In addition, Orion believes these sources to be accurate and reliable. However, in no way does Orion represent or guarantee the accuracy thereof, nor the statements made in Portal Functions or Orion Work Product any of which may be corrected, revised, supplemented or otherwise modified at any time and from time to time without notice to you. Applicable users alone and with their Advisors assume the sole responsibility of evaluating the merits and risks associated with the use of any Orion Work Product before making any decisions based on such information, opinions and views. As additional consideration in exchange for using Orion Work Product, users agree and acknowledge that Orion will in no way be held liable for Claims, losses or damages arising out of any Orion Work Product or Provided Services, and users waive any such Claims, losses or damages on each such user’s own behalf and on behalf of such user’s successors, heirs and representatives.

Authorized Persons

No person has been authorized in connection with granting access to the Portal or to any documentation contained therein to give any information or to make any representations other than as contained in the operating documents governing such assets, plans or offerings, and any representations and/or information not contained in such applicable operating documents must not be relied upon or construed as authorized by Orion and/or any of its subsidiaries and/or affiliates. Documentation and information contained and/or otherwise accessible through the Portal is made current only as of the date expressly set forth thereon, or if no such date is specified then the date such information was uploaded to the Portal. Unless expressly stated otherwise, the delivery of any information and/or documentation through the Portal at any time shall not under any circumstances create an implication that the information contained in such documentation is correct as of any time subsequent to such date.

Restrictions on Transfer of Interests

Interests described within the Portal are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Laws pursuant to registration or exemption therefrom and/or any one or more of the operating agreements, partnership agreements, trusts, leases, franchise agreements, loan documents and/or other documents governing such interests. In addition, there is no public market for such Interests and they may not be sold, transferred, assigned or hypothecated, in whole or in part, except as provided in the applicable agreements governing such Interests.

Notices

All notices, demands and requests which may be given or which are required to be given by either Orion or any user to the other, and any exercise of any right provided by these Terms of Use, shall be in writing and shall be deemed effective either: (a) on the date personally delivered to the address below, as evidenced by written receipt therefor, whether or not actually received by the person to whom addressed; (b) on the third (3rd) business day after being sent, by certified mail, return receipt requested, addressed to the intended recipient at the address specified below; or (c) on the first (1st) business day after being deposited into the custody of a nationally recognized overnight delivery service such as Federal Express, addressed to such party at the address specified below. For purposes of this Section, the address of each user shall be the address of such user as contained within Orion’s business records regarding such user (unless changed by similar notice in writing given by the particular person whose address is to be changed). All notices to be delivered to Orion pursuant to these Terms of Use shall be delivered to: Orion Investment and Management Ltd. Corp., d/b/a Orion Real Estate Group, 200 S Biscayne Blvd., Seventh Floor, Miami, FL 33131-5310, ATTN: Chris Sanz.

Miscellaneous

User understands and agrees that no failure or delay by Orion in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. These Terms of Use contain the entire agreement between the user and Orion concerning your use of the Portal Functions (Website, Application and Portal) and access to and use of the Portal; provided, however, these Terms of Use as they expressly restrict your use and disclosure of the Portal Information shall be in addition to and not in limitation of any other agreements between you and Orion regarding your access to and use of such Portal Information including, by way of example only, any limited liability company operating agreements, limited partnership agreements, franchise agreements, lease agreements, trusts, loan documents and/or subscription agreements restricting the disclosure of any confidential and/or proprietary information such as Portal Information. The illegality, invalidity or unenforceability of any provision of these Terms of Use under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction, nor the legality, validity or enforceability of any other provision. These Terms of Use shall be governed and construed in accordance with the laws of the State of Florida applicable to agreements made and to be performed within such state without regard to principles of conflicts of law that might refer such construction to the laws of another state or country. By accessing the Portal and/or continuing your use of the Portal Functions, you hereby submit to the jurisdiction of the state and federal courts in Miami, Florida. Without limiting the provisions of the Section of these Terms of Use entitled “Confidentiality”, in the event any action or proceeding is commenced by a party to enforce its rights under these Terms of Use or collect damages as a result of the breach of any of the provisions of these Terms of Use, if a court of competent jurisdiction determines that these Terms of Use have been breached by user or its Advisors, representatives and/or agents, then user shall reimburse Orion for its costs and expenses (including, without limitation, attorneys’ fees and other legal fees and expenses) incurred in connection with all such actions or proceedings.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PORTAL AND OTHER PORTAL FUNCTIONS ARE FURNISHED “AS IS”, “AS AVAILABLE” AND WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY OF ALL OR ANY PART OF THE SERVICE, AND FREEDOM FROM ERRORS, VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS.

NEITHER ORION NOR ANY OF ITS AFFILIATES IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. IF THE FOREGOING DISCLAIMER OR WARRANTIES AND LIMITATION OF LIABILITY IS HELD TO BE UNENFORCEABLE, YOU AGREE THAT ORION’S AND ITS AFFILIATES’ LIABILITY TO YOU, WHETHER IN TORT, CONTRACT OR OTHERWISE, FOR ALL CAUSES, SHALL NOT EXCEED IN THE AGGREGATE $500.

NOTICE TO RESIDENTS OF FLORIDA

IF THE INVESTOR IS NOT A BANK, A TRUST COMPANY, A SAVINGS INSITUTION, AN INSURANCE COMPANY, A DEALER, AN INVESTMENT COMPANY AS DEFINED IN THE INVESTMENT COMPANY ACT, A PENSION OR PROFIT-SHARING TRUST, OR A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), THE INVESTOR ACKNOWLEDGES THAT THE SALE OF THE INTERESTS TO THE INVESTOR IS VOIDABLE BY THE INVESTOR EITHER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE INVESTOR TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO THE INVESTOR, WHICHEVER OCCURS LAST.