What is a SAPC? A Single Asset Property Company is an asset backed investment designed by ADA, with unique structure and fees not available in any other real estate investment vehicle. The SAPC structure has been designed to be the most efficient and profitable way to add real estate into any investor’s portfolio, and open up the real estate market to those who have not had the capacity to build a property portfolio. The structure is simple, and involves: A Holding Company An offshore limited liability company divided typically into 10 equal shares (or more for larger investment property), and a company resolution to buy a single real property with certain investment guidelines. The articles of Association of this Company are standard for most jurisdictions, and are based on English Common Law. A Property A real property identified by the Syndicate Manager and Property Manager (see below) that meets the investment guidelines of the Company. Normal guidelines include: Fair or below market price, in an appreciating market Potential for near term rental income at above average yields Potential for significant price appreciation Stable rule of law in the Country of location Total purchase price less than US$2 Million A Syndicate Manager - Adderley Davis & Associates ADA sets up the Company, identifies, negotiates and buys a property for cash or contract in the name of the Company, and then places the shares of the Company to investors. The Syndicate Manager earns a Syndication fee equal to maximum 7% of the purchase price of the Property, plus reimbursement for the set up costs for the Company (average total set up costs US$1,500). A Director/Secretary The first sole Director/Secretary of the offshore company is a single independent person appointed by the Syndicate Manager, and can thereafter be replaced at any time by majority shareholder proxy vote.  This person is responsible for maintaining books and records for the company, maintaining the Company in good standing, and handling shareholder votes and other matters.  The Director/Secretary is paid a nominal fee by the Company each year to cover costs. A Property Manager A professional independent property management company is appointed by the Director to perform regular maintenance on the property, lease it out, appraise its value each six months, and make recommendations to the Director. The Property Manager earns a flat fee for a property that is not rented out, or a gross fee equal to 20% of the rental income from the property in return for all management services. The Property Manager is required to present independently prepared financial statements to the Director each six months. The balance of 80% of all rent or lease proceeds will be distributed to the shareholders every 180 days. Shareholders The SAPC is ultimately owned and managed by shareholders. Each Company is typically divided into 10 equal shares, which can be owned by 1 to 10 parties.  However, each SAPC is structured by the Syndication Manager so that no single party can own more than 40% of the shares.  All shareholders are therefore minority shareholders and protected by standard English Law of corporations.   Investment The initial investment price per share is simply the purchase price of the property, plus the 7% syndication fee and the set up costs of the Company, divided by 10 shares. For example, if ADA contracts to buy or buys a property in Dubai for US$200,000, then the price per share will be: $200,000 + $14,000 (7%) + $1,500 (set up costs) / 10 = $21,550 per share. Many of the properties syndicated into SAPCs are bought on developer terms and offered to investors on these terms.  Also, the syndicator often owns or represents the owners of the property and can offer payment terms to the SAPC investors. For example, the property above would be offered on two year payment terms in equal payments each 90 days, resulting in an entry cost of only $2,700! Fees Maintenance fees for the Company – Approximately $1,500 per annum Director/Secretary Fees – Approximately $1,500 per annum Property Maintenance fees of not rented – Varies.  Shareholders will have the option to review several contracts prior to committing to a management proposal.    Unique Investment Structure and Shareholder Management Each six months the Director/Secretary will mail to each shareholder a proxy vote form to be checked and returned. Yes or No votes will be required by all shareholders who choose not to abstain, for the following possible questions: Do you agree with the Property Manager’s recommendation to rent the property for a minimum XXXXX per month on a XXX month lease? Yes / No Do you agree with the Property Manager’s recommendation to sell the property at a minimum XXXXX with maximum X% broker’s commission? Yes / No Do you agree to retain the current Property Manager? Yes / Change Do you agree to leave the Property vacant to be available for personal use by shareholders on a pro rata schedule basis? Yes / No No individual shareholder will have sole control of the voting shares, and the Syndicate Manager and Property Manager are limited to total holdings in any Company of 10% each. A simple majority of shareholders who do not abstain from voting will determine the direction the Company will take in regards to its investment, and the distribution of sales proceeds. As a Company matures, it may be in the interest of the shareholders to consider changing its resolutions and guidelines, leveraging a property, rolling over equity, lease income or sales proceeds into other properties, or other direction. These decisions will be left entirely up the shareholders. Each shareholder will be in contact with the Director/Secretary, the Syndicate Manager, and the Property Manager. The Syndication Manager and Director/Secretary will each keep a complete shareholder list of each Company. The Director, Syndicate Manager, and Property Manager will be given copies of all Proxy vote forms with no addresses of shareholders. Each shareholder will hold a physical share certificate and copy of all Director’s resolutions, and articles of incorporation. Both the Director and Syndicate Manager will resolve to allow the other to act on their behalf in case of emergency. All of these controls, including an anti-dilution resolution, are put in place for one reason: Protection of the shareholders in the event of failure of an entity or person. Risks: Bad management, poor property identification, unexpected market downturns, bad tenants, changes in laws, acts of god, acts of terrorism, failure of insurance companies, and or other situations that may arise, can result in an undeterminable loss of asset value for the Company and its shareholders. Rewards: Value - Property always has value, and appreciates over a length of time. Diversification – A syndication allows an investor to get the same rewards of property ownership without having to make a huge investment in only one basket. For the price of mid-range house near London, an investor can have shares in several properties of different types in different markets. Rental Income – Quarterly cash payments at above average yields are one of the guidelines of property identification Low Fees – Set up costs, syndication fees and Property Management fees are the lowest in the industry. In one month in a hot market, all fees and more can be made up in value appreciation. Exit Strategy – Shareholders can exit when they want to, with a vote each six months and no controlling shareholders. Tax Avoidance – Ownership of property in any market is best done through an offshore company.  This allows any rental yield dividend to go to the company rather than directly to the owner in his home country. Owners can then structure payments from the company to themselves, or re-investment of the income, in whatever manner is most advantageous to them.  An offshore structure also allows ownership of the property to be transferred without having to pay stamp duties, transfer taxes, and developer transfer fees.  No need to transfer ownership of the property when it is easier to sell the entire holding company. Choice – ADA is offering syndicated property investments of all types; commercial, residential, development land, income producing, holiday use, and industrial. With unique locations, style and potential.

A typical SAPC structure