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Appreciating Luxury Residences

E Q U I T Y E S TA T E S

W H A T I F… W E L C O M E

You could invite family and friends to join you at your own oceanfront villa, your mountain ski-in/ski-out chalet, your place in the heart of the city, or your golf course getaway. You could take the hassle out of vacations by having a local expert pre-plan every detail

• f your trip.

You never had to worry about maintenance, repair, cleaning, or other property management headaches. You could join a distinguished group of owners and know your vacation dollars are not just being used for fun, but for an investment fund as well. Welcome to a new appreciation of first-class travel and luxury home ownership. Welcome to an opportunity unlike any residence or fractional club you may be familiar with. Welcome to a whole new world created exclusively for a small group of astute investors…a whole new world inviting your exploration.

C O N C E P T B A C K G R O U N D

• Timeshares. Destination clubs. Fractional ownership programs. Undoubtedly, you’re

familiar with one or more of these vacation home alternatives. The commonality, of course, is the economies realized from shared access to residences that are limited to a specific number of days a year at a single destination. Historically, upper-middle-class America has shunned vacation timeshares. Growing disposable income and net worth allowed consideration and acquisition

• f second and, in some cases, third and fourth homes. But with more properties

came more headaches, more upkeep, and certainly more financial responsibility and expenses.

MANY APPRECIATE LUXURY. FEW, HOWEVER, BANK IT.

Beginning with the rebound of the financial markets in 2003, developers and entrepreneurs took notice of the situation and gave birth to the more upscale categories of destination clubs and fractional ownership programs. Affluent households across the country welcomed access to upscale homes in top cities and resorts around the world – without the headaches of sole ownership. As a result, the fractional and destination club industry grew from $500 million in 2003 to more than $2 billion in 2006.

C O N C E P T B A C K G R O U N D

During this same time period, average gains in the luxury residential real estate sector

• utperformed equity markets, generating double-digit annualized returns, depending
• n the location. Good news for the club owners…but not necessarily for club

members with no equity in the properties. At least that’s what the founders of Equity Estates discovered after researching the market and listening to many disenchanted potential destination club members. At the core of the dissatisfaction – a lack of potential return on membership invest- ment, and little or no financial transparency – both of which point to the safety and security of ownership.

EQUITY ESTATES OFFERS THE BEST OF BOTH WORLDS.

Their answer? Simple – a new opportunity to bank not only a lifetime of memories traveling to impressive vacation destinations with friends and family, but also the fiscal appreciation attained from investing wisely in a diversified, well-managed global real estate fund. In essence, the best of both worlds. In two words, Equity Estates.

$0 $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 1999 2000 2001 2002 2003 2004 2005 Fractional & Destination Clubs Destination Clubs (Non-Equity) (in millions)

Fractional and Destination Club Sales*

*Created by Ragatz Associates. Ragatz Associates is an international consulting and market research firm to the resort industry.

C O M P A N Y B A C K G R O U N D

Atlanta entrepreneurs Adam Capes and Philip Mekelburg (bios provided in the enclosed Private Offering Memorandum/POM) founded Equity Estates in April, 2006. Both had built and sold successful Atlanta-based businesses, and both had become frustrated with the aforementioned lack of financial transparency and ownership options in the booming destination club industry. They both wondered why any educated, affluent consumer would choose to purchase just access (renting), as opposed to access and ownership.

MOLDED BY THE TOP MINDS IN THE INDUSTRY.

Adam and Philip agreed there had to be a smarter, more equitable model than “access

• nly.” So began their research. Engaging some of the most knowledgeable real estate,

financial, securities and legal minds, the two founders built a core team of business advisors (details also provided in the enclosed POM) to help answer their own frustration. What they quickly ascertained was the consternation of many others in not having the potential for return on investment. Offering a growing portfolio of luxury multi-million dollar residences managed for the private use and financial return of our owner members, Equity Estates has quickly distinguished itself in a crowded landscape. As a well-managed, diversified real estate investment fund, we offer investors noteworthy potential long-term return, along with unparalleled enjoyment of the actual assets owned by the fund.

“It’s really an interesting concept, fueled by the Baby-Boomers.”

• J. Lewis Glenn

President, Harry Norman Realtors Atlanta Business Chronicle, January 12, 2007

C O M P A N Y B A C K G R O U N D

“FUN” WITH A “D.”

The business press dubs it “experiential investing.” Equity Estates members refer to it as “fun” with a “d.” One thing’s for sure – it’s not for everyone. While destination and fractional

• wnership clubs claim thousands of members, we’ve purposely capped our fund

at only 300 full memberships sharing equity and usage of more than 40 luxury

• residences. The truth of the matter is that we’re as selective about our owner

members as we are about our stunning residential properties.

FIRST-CLASS HOMES AND WORLD-CLASS SERVICE.

With an average value of close to $3 million, each stunning home offers members unmatched creature comforts, views, decorator touches, state-of-the-art technology, and top-quality amenities you’d expect at Five-Star resorts. And each residence… every vacation…comes wrapped in Equity Estates’ world-class concierge service that handles every trip detail, from transportation and itinerary planning to stocking the fridge, arranging babysitters, making dinner reservations and securing theater tickets.

“The Top 10% wealthiest people in America have 65%

• f their wealth in real estate.”

CNNMoney.com, April 20, 2007

10% 0% 20% 30% 40% 50% 60%

U.S. Home Prices 2000-2005 S&P 500 Index 2000-2005 50% 2%

2000-2005 Home Prices vs. S&P 500 Index

Source: National Association of Realtors

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W E I N V I T E Y O U T O R E S E A R C H A N D C O M P A R E

You’ll find that we’ve done our homework well. But, we invite you to conduct your own

• research. Shop the competition. Talk to our owner members. In the end, you’ll discover

that Equity Estates, indeed, offers the best of both worlds: access to unmatched luxury residences, all in preferred locations, and equity ownership providing financial security and the potential for notable return on investment.

Equity Estates versus Second Homes – Why be tied down to the enormous cost,

upkeep and management of one, two or even three vacation homes when you can choose from more than 40 Equity Estates residences all over the world for a fraction of the price

• f owning just one home?

Equity Estates versus Five-Star Hotels – Stays at even the top-rated resorts and

hotels can’t match the size and creature comforts of our luxury private residences. And all hotel stays are sunk costs for guests. Equity Estates offers quality, certainty and the

• pportunity to enjoy asset appreciation you can bank down the road.

Equity Estates versus Residence/Destination Clubs – While it seems that every

club offers inviting pictures of the upscale travel lifestyle, none match Equity Estates’ financial safety, security and upside of true ownership. In addition, we work hard to uncover unique, one-of-a-kind residences that don’t fit into the “cookie-cutter” acquisition model of the larger destination clubs.

“I was literally days away from signing up with probably the best known destination club when I learned about Equity Estates from a friend. Once I began researching, it took me about three minutes to realize that Equity Estates was truly a better model for both the short and long term. I became an Equity Estates owner member the next week and have been delighted with my choice.”

Jef Wallace

W E I N V I T E Y O U T O R E S E A R C H A N D C O M P A R E

THE OPEN BOOK POLICY.

80% of capital contributions are placed into a real estate acquisition account and deployed into real estate, versus 50% or less for the typical timeshare, fractional or destination club. The remaining 20% of capital contributions establish an operating account at the fund level to pay for sales, marketing, legal and other fund-related expenses. Furthermore, Equity Estates is committed and legally bound to full financial transparency, with annual audits and appraisals shared among all members (which most fractionals and destinations clubs avoid).

CONTINUOUS COMMUNICATION.

Our management team is committed to constant communication with our

• wner members regarding all aspects of their membership interest. Just ask
• them. We review detailed service-related surveys after every trip, and are always

interested in preferences for desired destinations. In the leading destination clubs, you’re just a number…member 2,961. At Equity Estates, our owner members are trusted partners – and treated as such.

T H E L U X U R Y O F T R AV E L I S I N T H E D E T A I L S

Simply being an owner member of Equity Estates brings the best of each destination to you. Every visit to one of our multi-million dollar residences – whether in midtown Manhattan or nestled on a mountainside high in the Rockies – comes with the personal service of a Local Host, an Equity Estates staff member with knowledge specific to each locale and connections galore.

REDISCOVER R&R WITH YOUR PERSONAL TRAVEL CONCIERGE.

Imagine the look on your spouse’s face when you arrive at your residence to find a personal chef ready with a crisp sparkling wine and preparing a four-course gourmet

• dinner. And think of the kids’ elation when they’re whisked off by boat the next

morning to snorkel among dolphins, while you enjoy some peace and quiet by their private infinity pool overlooking the Sea of Cortez. Your Equity Estates Local Host and dedicated Personal Travel Concierge can handle all of your needs similar to the best concierge service you’ve experienced at any Five-Star hotel. Or, if you prefer to be your own cruise director, you can simply use your concierge team as knowledgeable consultants. It’s entirely up to you. Here’s just a sampling of the services they can provide: Arranging transportation * Pre-arrival stocking of the refrigerator, bar and wine cellar * Dinner reservations * Spa appointments * Shopping guides * Golf tee times * Ski lift tickets and lessons * Fly fishing, hiking and camping guide services * V.I.P. Broadway & concert tickets * Arranging babysitting services * Arranging activities for children *

“Our Equity Estates concierge knows us so well that she is always one step ahead

• f us. From stocking the fridge with all our favorites to finding the perfect private

chef and in-home massage therapists, the extravagant and personal touches continue to amaze us. Thank you for creating fantastic vacation experiences over and over!”

• Dr. & Mrs. Bobby Slosberg

T H E L U X U R Y O F A P P R E C I A T I O N I S I N M A R K E T K N O W L E D G E

In building a diversified global real estate portfolio, we’re constantly searching for just the right combination of potential property appreciation and member-preferred locations around the world…homes convenient to the best beaches, ski resorts and city centers…even those developments that might still be on planning tables. Equity Estates’ management and advisors are keenly aware of real estate trends and their financial implications to owners. They’re plugged into the world of luxury real estate developers, managers, builders and architects around the globe.

MILLION DOLLAR VIEWS. MILLION DOLLAR RETURNS.

Strict guidelines are in place for the consideration, analysis and purchase of residences. New properties undergo design, mechanical and architectural reviews to assess both structural integrity and the need for any design alterations. Equal attention is given to landscaping, views, and interior details and appointments. Properties under consideration or under contract are typically: Three to five bedrooms * 3,000 to 5,000 square feet of living space, with metropolitan homes being * two to three bedrooms with 1,500 to 2,500 square feet Valued at $3 million dollars, on average * Premier sites/floors within a luxury development * Upgraded with the highest quality options, including gourmet kitchens, media * and recreation rooms, pools, stone fireplaces, outdoor grills and more Convenient to area amenities, attractions and airports *

F U R T H E R Y O U R H O R I Z O N S

The map in the enclosed pocket pinpoints current and planned Equity Estates luxury residences. Whether you prefer the beach, the mountains or major metropolitan areas, you’ll likely find several locations that rank among your favorite places to visit. Be sure to take a look. And the accompanying book within this box brings several of these stunning homes to life, including property photographs, maps, features and amenities. We’ve found that even the most experienced world travelers have wish lists. Maybe it’s a European hideaway whispered in a coveted insider newsletter…a Caribbean beach that’s just surfaced as the next celebrity hot spot…or simply that Golden Gate Bridge view that keeps beckoning you back, year after year. Regardless, there’s always some place special calling your name, inviting exploration and family memories that linger for generations.

COMPARE YOUR WISH LIST.

So what’s on your list? Where do you like to go…want to go…want to return? Chances are, your favorite places mimic our list of current and planned destina-

• tions. If so, it’s not by chance. What makes Equity Estates’ portfolio special is your

participation – as a member – in the continual review of our current homes, as well as the consideration of future locations. Simply stated, as an owner member, you have a say. And all of us at Equity Estates listen, intently. On the following pages, you’ll discover our world of luxury residences – all ready for you and your family to call home.

“The world is a book and those that do not travel read

• nly one page.”
• St. Augustine

T H E F I N E S T B E A C H E S , A WA I T I N G Y O U R F O O T P R I N T S

Imagine being steps away from some of the finest white sand, clearest surf and most expansive ocean views that the world has to offer. If your closets boast more pairs of flip-flops than pumps or wingtips, it’s likely that the following list – whether it’s the clear turquoise waters of the Caribbean, a white sand beach nestled in the Florida panhandle, the sportfishing of Los Cabos, or the bone fishing flats of the Bahamas – will send you scrambling for your calendars.

CURRENT & PLANNED DESTINATIONS:

Bahamas * Belize * Costa Rica * Grand Cayman * Hawaii * Hilton Head, SC * Kiawah Island, SC * Laguna Beach, CA * Los Cabos, Mexico * Miami, FL * Naples, FL * Nice, France * Punta Mita, Mexico * San Diego, CA * Inlet Beach, FL *

• St. Martin/Anguilla/St. Barth’s

* The Turks & Caicos *

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I T’ S A L L D O W N H I L L F R O M H E R E , H E R E A N D H E R E

Catching your breath high in the Gore mountain range near Vail, picture yourself soaking in the views of Beaver Creek valley while reconnecting with your children, even your teenagers, and recharging after several long, hard weeks of work. For owner members whose garages resemble mini R.E.I. stores, our world-class mountain properties prove impossible to resist…winter, spring, summer and fall. Whether it’s an expansive lodge along the Snake River with majestic Teton views, a ski-in/ski-out residence in Beaver Creek, Whistler or Killington, or a home in Deer Valley that’s large enough to accommodate 12 of your closest friends, every Equity Estates mountain home comes with miles of wide open space, ready to house your biggest adventures.

CURRENT & PLANNED DESTINATIONS:

Aspen/Snowmass, CO * Jackson Hole, WY * Killington/Stowe, VT * Lake Tahoe, CA * Deer Valley/Park City, UT * Telluride, CO * Vail/Beaver Creek, CO * Whistler, British Columbia *

A W O R L D O F L E I S U R E T O S U I T A N Y T A S T E

Maybe you find yourself leaning toward a little slower pace, and maybe a good Pinot or Chianti to boot. If so, consider a lazy afternoon on your Tuscan villa portico admiring the rolling vineyards, a sunset over the Blue Ridge mountains as a backdrop to an open fire in western North Carolina, an eye-opening hot air balloon ride over Napa Valley at sunrise, or a round of golf at any of the championship courses in Scottsdale. It seems our owner members are never at a loss for suggestions of favorite family

• hideaways. How about yours? Let’s add it to the list!

PLANNED DESTINATIONS:

Blue Ridge Mountains, NC * La Quinta, CA * Napa Valley, CA * Scottsdale, AZ * Tuscany, Italy *

“Everything is so easy…you don’t feel like there is anything to deal with. It is THE way to travel.”

Craig Gregozeski

A M O R E M E T R O P O L I T A N W O R L D

No portfolio of luxury residences would be complete without the sophistication and culture of some of the most vibrant cities in the world. Within minutes of stepping outside of your residence in New York City, you’ll be strolling Central Park, shopping Madison Avenue boutiques, taking in exhibits at the Met, or discovering one of dozens of neighborhood cafés in Midtown

• Manhattan. From the Magnificent Mile to the Strip…the Tower Bridge to the

Left Bank…you’ll find world-famous landmarks outside every Equity Estates metropolitan residence.

CURRENT & PLANNED DESTINATIONS:

Buenos Aires, Argentina * Chicago, IL * Las Vegas, NV * London, England * New York City, NY * Paris, France * San Francisco, CA *

“I just returned from my first trip to your Manhattan residence near Central Park. The designer touches, views, the fifth-row theater seats and dinner reservations arranged by the concierge – Five Stars all around!”

Stephen R. Gross, CPA, CVA, CFE

F R E Q U E N T LY A S K E D Q U E S T I O N S

The following are the most common questions we receive from potential owner members. What is Equity Estates?

Equity Estates is a member-owned company that provides the safest, smartest way to own and enjoy luxury vacation homes around the world. Property management and maintenance are included, along with personal concierge and travel-planning services to complete the Equity Estates experience. Members get all of the benefits

• f owning luxury vacation homes with none of the hassles.

Is this like a timeshare?

No, it’s actually very different from a timeshare. With a timeshare, you are gener- ally limited to one destination for one specific week each year. If you want to stay somewhere else, you have to trade or exchange your week, which can often be time-consuming and difficult. In addition, timeshares rarely offer any real apprecia- tion potential. They are typically one- to two-bedroom units priced two and three times greater than the actual value of the underlying real estate, with little to no personal concierge support. At Equity Estates, our members own and enjoy a diversified global portfolio of multi-million dollar private homes that are all truly spectacular second homes, averaging around $3 million each. Our members can pick up the phone and reserve any of these homes, with no fixed weeks or nightly minimum. And,

• ur personalized Five-Star concierge service makes every trip hassle-free

and memorable.

What is the scope of the fund?

The fund will have 300 full memberships with 43 to 50 homes in highly sought after resort and metropolitan destinations. We are long-term, buy and hold

• managers. Beginning in 2021, we will sell all the homes and distribute the
• proceeds. However, membership interests can be sold anytime after a

24-month hold.

How often can I travel to these homes?

A full membership interest includes 30 nights of usage per year. An Executive Membership (one-half interest) includes 15 nights of usage per year. There is no minimum for the number of nights used on a trip – you can stay somewhere for a single night. The maximum stay at one location is 18 consecutive nights. Nights can be reserved on short notice, or as far in advance as an owner member wants.

What are the services and amenities provided to owners?

Each destination offers diverse activities such as golf, spas, beaches, skiing, hiking, fishing, sailing, equestrian activities and more. Privileges vary by destina- tion and may also include access to private club facilities. Accommodations are luxurious, and Five-Star concierge services are provided by your Equity Estates’ Personal Travel Concierge and Local Hosts at each of our destinations. These professionals are available to facilitate and streamline the planning of every trip, including onsite support services. Such support services include, but are not limited to, researching and procuring the best transportation options to the property; pre-arrival grocery shopping and stocking the refrigerator; making dinner reservations, spa appointments and/or golf tee times; procuring ski passes, Broadway tickets, concert tickets and access to other events; and arranging for babysitting service and/or activities for children. Each residence is equipped with rainy-day activities and games for kids and adults. Our owner members tell us we make it hassle-free.

How do I know I can stay in the homes when I want to?

To ensure accessibility, Equity Estates deliberately underutilizes its assets, much like private golf clubs do. At any given time, the portfolio of properties will likely have

• pen availability of 75% or more. Our member-to-property ratio is based on an

average of no greater than seven full membership interests per property (7:1).

F R E Q U E N T LY A S K E D Q U E S T I O N S

What about travel during major holidays?

To give fair access to all members for holiday travel, Equity Estates conducts lotteries twice a year for holidays occurring during the first and second halves of the year. Due to our low member-to-property ratio and the fact that many families already have annual plans during times like Christmas or Spring Break, members will typically get one of their top choices for holiday travel.

Can I share a membership interest with someone else or buy it for my company or trust?

• Absolutely. Ownership can be held in an individual’s name, married couple’s name,
• r a legal entity such as an LLC or family trust, with a designated representative.

Unaccompanied guests over the age of 25 may utilize the homes and will be treated with the same high-touch concierge service as owners.

How do you maintain these residences?

Equity Estates maintains very high-quality residences. We understand and have budgeted appropriately for the periodic upkeep and maintenance required to maximize appreciation of the assets. Periodic inspections by our experienced property managers and Local Hosts, as well as feedback from members, guide necessary repairs and preventative maintenance. New properties may undergo a design review by our design firm to assess needed

• alterations. Equal attention is given to interiors, exteriors and landscaping in order

to keep the properties up to Equity Estates’ standards.

Why is this real estate fund also a conservative investment?

Over the past 20 years, the resort real estate market has grown at a compounded rate of over 10% per year in many markets. With 77 million Baby-Boomers in the U.S. alone just beginning to retire (and move more of their money out of the stock market and into second homes and other real estate investments), this trend is likely to continue and even possibly do better between now and 2021, when we intend to commence selling the residences and distributing the profits.

How can I get liquidity on my membership interest?

Owner members can get liquidity in three ways: (1) a bank will provide a loan to qualified investors and take the membership interest as collateral, similar to a mortgage on your home; (2) you can redeem your membership interest after 24 months of ownership; or (3) we will sell the homes beginning in November 2021 and distribute the proceeds.

S U M M A R Y A N D N E X T S T E P S

At this point, we certainly hope that we’ve answered many of your questions and that you’re more than intrigued in becoming an Equity Estates owner member. In closing, we thought it might be helpful to summarize some of the key points to remember as you ponder and discuss the opportunity with family, friends and/or advisors. Equity Estates is unlike any other destination, residence or fractional ownership * club that we are aware of. No other entity offers you access to and equity ownership in a diversified global * luxury residence portfolio, including the

• pportunity to receive 80% of the

property appreciation. It’s likely that you’ve never heard of Equity Estates prior to being referred to us. * Our marketing practices are intentionally exclusive in nature. As an owner member of Equity Estates, how you choose to allocate and enjoy your * annual 30 nights of usage per share is entirely up to you. Unaccompanied guests may stay and enjoy any Equity Estates residence, using * your membership, and you can rest assured that they will be treated the same as

• wner members.

The typical $3 million dollar Equity Estates residence is 3,000 to 5,000 square feet * and offers three to five bedrooms. Metropolitan homes tend to be 1,500 to 2,500 square feet offering two to three bedrooms. Every home features the latest state-of- the-art technology and finest designer touches, from large flat-screen TVs to high thread-count linens. An Equity Estates Personal Travel Concierge is at your service to arrange every * detail of your trip, from transportation to stocking the fridge. Every home also

• ffers an Equity Estates Local Host with unmatched knowledge of the vicinity and

connections to help arrange any needed services, reservations or access. Together, their mission is to deliver a hassle-free and memorable Equity Estates experience. We anticipate that this fund will be completely sold out within five years, * allowing acquisition of 10 to 15 new luxury residences per year. We look forward to learning about your preferences for future residences. Research tells us that you’re likely to spend more than our annual fees alone on * vacation travel next year with your family for half the time. As such, your current consideration of membership is timely and could provide substantial savings. Again, welcome to our world. We invite you to become an Equity Estates owner member.

“This makes so much sense that I continue to refer a number of my clients to Equity Estates. Not only do they really enjoy the homes, but it’s also a great potential long term investment opportunity.” Laura Schilling, JD, CPA, CFP, CSA