YSMD, LLC

A performance- or transaction-linked fee paid above the waterfall reaches the GP before the LP's distribution priorities run, eroding the pool the pref + return-of-capital draw from. Routine asset-management fees above the line are normal; a disposition/promote-flavored fee there is a leak worth pricing.

“Disposition Fees: Upon the disposition and sale of a Series Property, each Series will be charged a disposition fee equal to 2% of the disposition price.”

The Operating Agreement forum selection is stated as the State of Delaware in the Risk Factors / Forum sections but as the State of California in the Securities Being Offered section, a direct contradiction over the governing forum.

“be brought in state or federal court of competent jurisdiction located within the State of Delaware. ||| thereby, excluding matters arising under the federal securities laws, be brought in state or federal court of competent jurisdiction located within the State of California.”

Maximum Series A Interests stated as 902,924 in the Series Offering Table but as 902,925 (=100% to be owned) in the Security Ownership table.

“$ 4,514,621 902,924 ||| Series A 902,925 100 %”

The Managing Member offering-expense reimbursement is capped at 3% of gross proceeds in the cover/summary but at 3% of asset value in the Use of Proceeds footnote, two different bases.

“for Series offering expenses actually incurred in an amount up to 3% of gross proceeds, which we expect to allocate among all ||| expenses actually incurred in an amount up to 3% of asset value, which we expect to allocate among all Series, including those created”

Series Offering Table ships unfilled [X] placeholder tokens in place of the Series A Initial Qualification Date and Open/Closing Date columns.

“Series A* 1742 Spruce Street, Berkeley, CA 94709 $5.00 100 Units ($500) $ 4,514,621 902,924 [X] [X] Pending”

The offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.

The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.

The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.