THE VISTAS JV DEVELOPMENT OPPORTUNITY...• Sold Jan 15, 2016 • Lot Size: 2.43 Acres 20101 Fostr Rd LOS GATOS, CA 95030 • $2,243,000 • Sold Nov 11, 2015 • Lot Size: 2.56 Acres

THE VISTAS

JV DEVELOPMENT OPPORTUNITY

36 Acres

Los Gatos, CAhttps://youtu.be/j9zcZfNZcUY.

DISCLAIMER & CONFIDENTIALITY

DISCLAIMER described in terms of the Partnership's expectations CONFIDENTIALor intentions. Use of the words “anticipates,”

An investment in PWI The Vistas, LP (the “believes,” “estimates,” “expects,” “intends,” “plans” “Partnership”) involves a high degree of risk. and similar expressions herein are intended to identify Investors should thoroughly consider this offer and forward-looking statements. Such forward-looking certain special considerations concerning the statements involve known and unknown risks, Partnership described herein. These securities are uncertainties and other factors that may cause actual suitable only for, and may only be purchased by, results, performance or achievements of the persons who have no need for liquidity in this Partnership to be materially different from those investment; who understand and can afford the high expressed or implied by such forward-looking financial and other risks of investment in the statements. Such factors include, but are not limited Partnership; and who have substantial financial to, the early stage of development and limited resources. No one should invest in the Partnership operating history of the Partnership, risks related to who is not prepared to lose that entire investment. the Partnership's business, competition, dependence Prospective investors should consider carefully the on collaborators, as well as in this offer generally. All risk factors. of these forward-looking statements are based on

estimates and assumptions made by the company With the exception of historical information, this offer which, although believed to be reasonable, are

contains certain forward-looking statements with inherently uncertain. Therefore, undue reliance respect to the financial condition, results of operations should not be placed upon such estimates and and business of the Partnership, including, without statements. No assurance can be given that any of limitation, statements concerning the Partnership's such estimates or statements will be realized, and it is strategic plans, anticipated expenditures, the need for likely that actual results will differ materially from those additional funds and other events and circumstances contemplated by such forward-looking statements.

The information contained in this investment offering is confidential and proprietary to Performance Wealth Investments II, LLC (PWI), and is being submitted to prospective investors solely for such investors' confidential use with the express understanding that, without the prior express written permission of PWI, such persons will not release this investment offering or discuss the information contained herein or make reproductions of or use this memorandum for any purpose other than evaluating a potential investment in PWI The Vistas, LP.

OPPORTUNITY SUMMARY

Property Profile

Ÿ Excellent Market: Silicon Valley, Los Gatos submarketŸ 36 Acres Raw Land Ÿ Currently zoned for 2.5 acre lots Ÿ Tentative Map Application SubmittedŸ Engineering, architecture, geotechnical peer review completeŸ Phase 1 CompleteŸ Environmental Impact Rerport OrderedŸ 70% of Entitlement Process CompletedŸ Completed Independent Appraisal Value

(May 2017): $9,025,000 As-Is (no entitlements) $15,975,000 As-Is (with entitlements, sold in bulk) $20,800,000 Aggregate (entitled, sold in individual lots)

Cushman & Wakefield

The Vistas at Los Gatos is an exclusive community of new estate lots for custom homes with panoramic views of the Santa Cruz Mountains, tree-studded hillsides, and the sparkling city lights of the Santa Clara Valley. Tucked away in a tranquil hillside setting, residents enjoy the ultimate in privacy, seclusion and views – while being just minutes away from Downtown Los Gatos, major commuter thoroughfares, upscale amenities, professional services, and highly-rated public and private schools.

Nestled at the base of the Sierra Azules where the sweeping Santa Clara Valley meets the slopes of the Santa Cruz Mountains, Los Gatos is one of Santa Clara County’s oldest and most picturesque communities. With San Francisco just 60 miles to the north and a centralized location within Northern California’s largest metropolitan area including San Jose, Campbell, Monte Sereno, and Saratoga, Los Gatos offers small town charm and convenience along with easy access to the fast-paced Silicon Valley, surrounding employment centers, and cultural venues.

Enjoy sidewalk cafes to fine dining along with an eclectic mix of upscale shops and boutiques as you stroll through Downtown Los Gatos – a vibrant, casually elegant district listed on the National Register of Historic Places and a favorite destination for both locals and visitors alike. More than just a “bedroom community”, Los Gatos is described as a self-contained community with more than 3,000 businesses serving its residents with everything from grocery stores to gas stations, dentists to dry cleaners, and banks to bakeries, all conveniently close by to The Vistas.

This active and dynamic community, with its mild year-round climate and tranquil, scenic surroundings, also features numerous parks, greenbelts, trails, and open spaces for fun, fitness and outdoor recreation.

View DroneVideo ofProperty

Major Silicon Valley Companies

Driving Distance

Netflix 4

eBay 7Adobe 12HP 13Applied Materials 14Yelp 14

Apple 14IBM 14

Nokia 15

PayPal 15

Intel Corporation 17YouTube 17

Mozilla 17SanDisk Corporation 17

Cisco Systems 18Oracle 18Carnegie Mellon University -Silicon Valley Campus

19

McAfee 19NASA Ames Research Center 19

Samsung Semiconductor, Inc. 19Linkedin Corporation 19

Tesla Motors 19Dell 19Google 19

Yahoo! 20Stanford University 24Facebook 26

LOCATION

PROPOSED SUBDIVISION OF LOTS

In 2008, Mr. Stepanian founded Summerlin Asset Management and developed a business plan that focused on the acquisition of bank owned 1st position insured debt instruments backed by real estate throughout the United States. James established contractual agreements with several banks including Nevada State Bank, Zions Bancorp, US Bank, Prosperity Bank Houston, Doral Bank, Tennessee National Bank, Horizon Community Bank Arizona, and Kondaur Capital Corp. Mr. Stepanian’s expertise is managing the purchase, re-sale, and servicing of performing and non-performing real estate notes. In 2010, Mr. Stepanian managed the rapid growth of Summerlin Asset Management that now has corporate offices in California, Arizona, and contracted marketing agents in 23 states. Today, in 2017 Mr. Stepanian focuses on transitioning Summerlin into a broad based real estate investment & development company.Mr. Stepanian has over 17 years of experience in corporate management including sales and marketing, new product development, distribution, regulatory compliance, and mergers & acquisitions. Prior to starting SAM, Mr. Stepanian served as the CEO of Wholesale Telecom Inc., (1998-2007) a California public utility who resells voice and data telephony services to midcap corporations.

Education

Ÿ University of Phoenix, AZŸ Double Major, Bachelor of Science degree in Business AdministrationŸ Bachelor of Science degree in Health and Human Services

CURRENT OWNER - JIM STEPANIAN

Ÿ Summerlin Asset ManagementPresident & CEOwww.summerlinam.com

Ÿ Colleague of CedarWood Asset Management (CWAM), PWI’s JV Partner on this venture

Past completed purchase and sale of assetsWe’ve been witness to several of his investments with other past partners & friends

Ÿ Needs to meet a liquidity requirement as part of Summerlin investments

CDAC Description of Proposed Work

•July 19, 2016•Architect summary of

proposed development submitted to Conceptual Development Advisory Committee

CDAC Meeting

•Aug 10, 2016•Presented new proposal to CDAC

•1 Member of City Council Present

•1 Member of Planning Commission Present

ESA Phase 1 Report

•July 29, 2016•No significant findings during inspection

Geologic and Geotech

F. Study

•Oct 4, 2016•No significant findings

•Plan considers fault zones and liquefaction hazards (none)

Conceptual New Residence Study

•Nov 9, 2016•Remove & replace existing trees

•All concept homes conform to HDSG

Preliminary Tentative Map

•Nov 21, 2016•Site Plan

•Utility Plan

•Grading & Draining

•Slope Map & AvgSlope Calc.

•Boundary & Easements

Geotechnical Peer Review

•Jan 12, 2017•Review of 6 geology related docs

•“Geologic & Seismic Hazards Have been adequately addressed & the proposed project is feasible from a geologic & engineering standpoint.”

Purchase Contract

Partner

Agmnt

Partner

Buyout

Architect/

Design Contract

•4 contracts

Canopy Study

Title Policy

Two Infrastructure Est.

BPO 10/13/15

Los Gatos HDS&G

EIR -Highland

v Ordered the EIR, passed all necessary tests with the town council

DEVELOPMENT STATUS

COMPLETED ACTIONS

Estimated Timeline to Market

2017 2018

Ÿ Visit to Los Gatos by GP and JVŸ Meeting with Jim Stepanian, tour propertyŸ Meeting with Local BrokersŸ Meeting with Local Architectural and Engineering StaffŸ Exhaustive Tour of Nearby Properties for SaleŸ Exhaustive Search for Sold/Closed PropertiesŸ Exhaustive Search for Comparable Homes & Land

Due Diligence Completed

CLEAR PATH MOVING FORWARD

11 02

01 03

04

05

08

08

NOV ‘17 FEB ‘18

JAN ‘18 MAR ‘18

APR ‘18

MAY ‘18

AUG ‘18

AUG ‘17

PLANNING(Submit TentativeMap Plan Check)

ENGINEERING(Submit Infrastructure

Plans/Permits)

PLANNING(Tentative Map

Approval)

PLANNING(Final Subdivision

Map Issued)

READY FORLOTS

PRE-SALE

BEGININFRASTRUCTURE

CONSTRUCTION

RESIDENTIAL LOTSREADY FORDELIVERY

SUBMIT EIR(EnvironmentalImpact Report)

15680 Gum Tree LnLOS GATOS, CA 95032• $2,150,000• Sold Feb 1, 2016• Lot Size: 2.87 Acres

15365 Santella CtLOS GATOS, CA 95032• $2,445,000• Sold Nov 30, 2015• Lot Size: 2.24 Acres

16461 Kennedy RdLOS GATOS, CA 950301• $2,700,000• Sold Jan 15, 2016• Lot Size: 2.43 Acres

20101 Fostr RdLOS GATOS, CA 95030• $2,243,000• Sold Nov 11, 2015• Lot Size: 2.56 Acres

16100 Greenview TrLOS GATOS, CA 95032Lot Size: 36 AcresAfter Development Value:• $17MM - $19MM

NEARBY COMPS AND SUBJECT PROPERTY

MAIN COMP VS SUBJECT PROPERTY

The HighlandsThe Vistas

Why is the Highlands so important to The Vistas?

The Highlands at Los Gatos is the latest high-end development in Los Gatos, and is right next to The Vistas. The project was completed in 2015 and is very similar to The Vistas in most aspects, such as location, environmental issues, terrain traits, price of product, desirability and entitlement processes.

The Highlands has fully completed the cycle of entitling the land and subdividing into 19 high-end lots. They built 15 multi-million dollar homes ($4MM to $6MM range) and have sold 3 out of the 4 remaining lots as lots ($1.8MM to $2.3MM). Plus you must drive through the brand new and pristine high-end Highlands to get to The Vistas. Below are common traits and comparisons:

Ÿ Landscape Architect & Development Consultant

Ÿ Kohlsaat & Associates, ArchitectureŸ David FoxŸ EIR ConsiderationsŸ HDSG CompliantŸ Access via Shady Lane

Ÿ 67 AcresŸ Applied for 21 LotsŸ Granted 19 LotsŸ Sold 14 of 19 HomesŸ Building up to 7,700

SqFt HomesŸ Land locked (needed

easements from neighbors)

Ÿ Geotechnical issuesŸ No utilities

Ÿ 36 AcresŸ Zoning allows 14 lotsŸ Slope Study allows 9 lotsŸ Applying for 8 lots Ÿ Giving back 1 lot for

green space (5 acres)Ÿ Concept houses all 6,000

SqFtŸ Multiple access pointsŸ In ground utilities

Common Traits

INVESTMENT SUMMARY

Capital Raised $5,300,000:$5MM for 50% participation+ max of $100,000 for final entitlements+ $200,000 expenses, prop taxes and reserves

Investor (LP) Preferred 6% CumulativeRate of Return (PRR)

Sponsor Participation 30% of 6.1% or above IRR

Holding Period 30-40 Months

Minimum Investment $100,000

Cashflow Distributions Upon sale of each lot

PWI Initial Investment Approx $1.5MM

Sponsor Compensation 1.5% Acquisition Fee1.5% Disposition Fee

Ownership Structure Joint Venture TIC comprised of 2 LLC’s(GTD, LLC currently in TIC)

Mortgage Leverage None at start$2.25MM for Infrastructure 2018

Collateral 1st Trust Deed

Esimated IRR @ 30 Months exit: 29%Net to Investor @ 40 Months exit: 26%

The Vistas TIC

Emerald Lake Investments, LLC(ELI - Jim Stepanian)

50%

Greenridge TerraceDevelopment, LLC (GTD)

50%

PWI The Vistas, LPSole Member of GTD

PWI-CWAM 1, LLCGP of PWI The Vistas, LP

Limited Partners(Investors)

Joint Venture

JV STRUCTURE

How Sales Proceeds will be Distributed:

Pay off loan for infrastructure (approx $2.25MM) plus

PWI The Vistas Investors $5.3MM

6% Cumulative Preferred Rate of Return to Investors

JN Financial, LLC (Jim Stepanian) $2.8MM

All profits split 50/50 between ELI and GTD (see previous page)

PWI The Vistas LP Proceeds split 70% to Investors and 30% to Sponsors

all expenses (property taxes,commissions, fees,etc)

DISTRIBUTION INFORMATION

INVESTMENT PROJECTIONS

BASE CASESCENARIO

30MONTH

EXIT

40MONTH

EXIT

Less Likely

Less Likely

More Likely

More Likely

Net of Fees

Lots Value per lot Investor IRR Investor ROI Timing

5 $2.75MM 16.0% 126% 27 mo

6 $2.6MM 24.3% 137% 27 mo

7 $2.45MM 25.0% 146% 30 mo

8 $2.3MM 28.5% 155% 30 mo

Assumptions:

This proforma based on a total sales price of $18.4MM, with projections as high as $22MM.

Raise $5.3MM

1st sale October 2018

Last sale December 2019

5% Sales commissions (most marketing included) to Real Estate Brokers

$2,250,000 cost of all infastructure, interest and expenses

6% Preferred Rate of Return to Investors, then 70/30 Split with Sponsor

Lots Value per lot Investor IRR Investor ROI Timing

5 $2.75MM 14.6% 127% 36 mo

6 $2.6MM 18.7% 137% 36 mo

7 $2.45MM 22.1% 147% 40 mo

8 $2.3MM 25.6% 155% 40 mo

Assumtions:

This proforma based on a total sales price of $18.4MM, with projections as high as $22MM.

Raise $5.3MM

1st sale November 2018

Last sale October 2020

5% Sales commissions (most marketing included) to Real Estate Brokers

$2,250,000 cost of all infastructure, interest and expenses

6% Preferred Rate of Return to Investors, then 70/30 Split with Sponsor

Cash Flow based on 8 lots totaling $18.4MM in sales in 30 months

CASH FLOW PROJECTIONS

BASE CASE SCENARIO 30 MONTH EXIT

Mo 1 Mo 14* Mo 18 Mo 20 Mo 22 Mo 24 Mo 25 Mo 28 Mo 30

7/1/2017 8/1/2018 12/1/2018 2/1/2019 4/1/2019 6/1/2019 7/1/2019 10/1/2019 12/1/2019 Total

Total Cash-Flow (Sales) ** (65,000)$ 2,185,000$ 2,185,000$ 2,185,000$ 2,185,000$ 2,185,000$ 2,185,000$ 2,185,000$ 15,230,000$

28.9% Investor IRR / 155% ROI 2,120,000$ 2,185,000$ 1,608,381$

Split to Investor 764,750$ 764,750$ 764,750$ 8,207,631$

*= $2.3MM Sale less Commission less Infrastructure cost

**= All sales prices net of a 5% Broker's Commission Fee

***=Payoff JS Participation $2.775MM

***

Cash Flow based on 8 lots totaling $18.4MM in sales in 40 months40 MONTH EXIT

CASH FLOW PROJECTIONS

Mo 1 Mo 17* Mo 18 Mo 20 Mo 23 Mo 28 Mo 32 Mo 36 Mo 40

7/1/2017 11/1/2018 12/1/2018 2/1/2019 5/1/2019 10/1/2019 2/1/2020 6/1/2020 10/1/2020 Total

Total Cash-Flow (Sales) ** (65,000)$ 2,185,000$ 2,185,000$ 2,185,000$ 2,185,000$ 2,185,000$ 2,185,000$ 2,185,000$ 15,230,000$

25.6% Investor IRR / 155% ROI 2,120,000$ 2,185,000$ 1,620,263$

Split to Investor 764,750$ 764,750$ 764,750$ 8,219,513$

*= $2.3MM Sale less Commission less Infrastructure cost

**= All sales prices net of a 5% Broker's Commission Fee

***=Payoff JS Participation $2.775MM

***

POTENTIAL RISK FACTORS

Time Risks

Arborist Report

Lot 5 Visibility

DensityReduction

PoliticalRisks

EnvironmentalImpact Report

Ÿ Architects estimate that the Final Parcel Map which approves the 8 lots on our application should be ready by Spring 2018. Even with a 6 month delay, IRR is still expected to be over 25%

Ÿ City ordinance requires 4 replacement trees for each tree removed.Ÿ City ordinance allows for trimming of 25% of foliage from existing treesŸ Arborist report will show which trees may be removed without need to plant a replacement (old or dangerous trees)Ÿ All concept homes conform to ordinance

Ÿ Ordinance limits visibility from public viewing platformsŸ Only 1 home (lot 5) may be limited to 18’ above ground level height

Ÿ Minimum density permitted by State is 4 lotsŸ Maximum density is 2.5 acre lots, we are well under that number at 8 lots in 36 acres (avg 4 acre lots)Ÿ Applied for 8 Lots plus Land Gift (another lot)Ÿ Neighboring development applied for 24 lots and were granted 19 lots

Ÿ Two town activists want to change visibility standardsŸ Very little voice in community, according to architectŸ

Ÿ Highlands development was approved, our land is adjacent and similarŸ Already conducted a geologic & geotechnical feasibility study, passed with townŸ Already conducted a peer review of previous study data, passed

The Vistas Property

The Highlands Actual Homes

The Vistas Property

The Highlands Actual Homes

The Highlands Actual Homes