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No.___________Offeree Name: _________________
CONFIDENTIAL TERM SHEET
May 25, 2009UNITS OFRESIDENTIAL OPPORTUNITY FUND, LLC,an Arizona limited liability company
THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OFANY JURISDICTION. NEITHER THE SECURITIES AND EXCHANGE COMMISSIONNOR ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORYAUTHORITY HAS RECOMMENDED OR APPROVED OF THE UNITS OR PASSEDUPON THE ACCURACY OR INACCURACY OF THIS TERM SHEET AND THEEXHIBITS TO IT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINALOFFENSE.FOR FLORIDA RESIDENTSTHE UNITS WILL BE SOLD TO, AND ACQUIRED BY, EACH HOLDER IN ATRANSACTION EXEMPT UNDER § 517.061 OF THE FLORIDA SECURITIES ACT.THE UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OFFLORIDA. IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THEPRIVILEGE OF VOIDING THE PURCHASE WITHIN THREE DAYS AFTER THEFIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THECOMPANY, AN AGENT OF THE COMPANY, OR AN ESCROW AGENT OR WITHINTHREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE ISCOMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.FOR GEORGIA RESIDENTSTHE UNITS HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OFCODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAYNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH ISEXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT UNDER SUCH ACT.FOR NEW HAMPSHIRE RESIDENTSNEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATIONFOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEWHAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR
 
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON ISLICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BYTHE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B ISTRUE, COMPLETE, AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THEFACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY ORA TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANYWAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED ORGIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT ISUNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVEPURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENTWITH THE PROVISIONS OF THIS PARAGRAPH.
We are offering and selling Units only to accredited investors in reliance upon exemptions from theregistration requirements of the Securities Act of 1933 (the “Act”). You may not re-offer or resellany Units you may acquire, or otherwise transfer them, unless they are registered under applicablesecurities laws or are exempt from such registration.This Term Sheet is for discussion purposes only, and there is no obligation on the part of any partyuntil a definitive subscription agreement is signed by all parties. This Term Sheet does notconstitute either an offer to sell or a solicitation of an offer to purchase securities in any jurisdictionin which an offer is not authorized or to any individual who does not possess the qualificationsdescribed in this term sheet.
ANY INVESTMENT IN THE UNITS IS HIGHLY SPECULATIVE AND INVOLVESSIGNIFICANT RISKS. YOU SHOULD RETAIN YOUR OWN PROFESSIONALADVISORS TO REVIEW AND EVALUATE THE ECONOMIC, TAX AND OTHERCONSEQUENCES OF INVESTMENT IN THIS OFFERING (INCLUDING OUROPERATING AGREEMENT AND THE RISK FACTORS SET FORTH IN EXHIBIT A).YOU SHOULD NOT CONSTRUE THE CONTENTS OF THIS TERM SHEET, OR ANYOTHER INFORMATION FURNISHED BY US, AS LEGAL OR TAX ADVICE.
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DESCRIPTION OF THE OFFER
 About This Term Sheet: The information in this Term Sheet is accurate only as of thedate of this Term Sheet, regardless of the time of delivery orof sale of Units. Unless the context requires otherwise,references in this Term Sheet to “we,” “our,” “us” or the“Company” refer to the Residential Opportunity Fund, LLC,an Arizona limited liability company. References to“investors,” “you” and “your” refer to the individuals towhom we have sent this Term Sheet. References to thisTerm Sheet include all the exhibits hereto.Description of the Company: The Company is a newly-formed Arizona limited liabilitycompany that anticipates investing in multiple real estateproperties. We intend to raise between $3,000,000 and$10,000,000 to acquire the properties, although the Managermay decrease or increase the size of the offering in theManager’s sole discretion. We will target substantiallyundervalued single family residential properties located inArizona and potentially elsewhere. We may also cause theCompany to acquire other types of real estate (unimproved,improved non-residential, etc.) that we determine to besufficiently undervalued. Please see the Project Overviewattached as Exhibit B for additional information regarding theCompany and its strategy.The Properties: The Company is a “blind pool.” As of the date of thisTerm Sheet, we have begun the process of acquiring someproperties and have performed research on many more. Weplan to continue to be opportunistic in our acquisitions.Securities Offered; Offering Term: We are offering 3,000,000 to 10,000,000 units in theResidential Opportunity Fund, LLC (the “Units”). TheManager, however, may decrease or increase the size of theoffering in its sole and absolute discretion. We may offerUnits through August, 2009, but the Manager may extend thetime for offering Units for up to such additional time as theManager, in its sole and absolute discretion, reasonablydetermines is in our best interest.Minimum Purchase; Unit Price: The minimum subscription by a Member will be $25,000,subject to reduction at the discretion of the Manager. Wereserve the right to accept partial subscriptions on a case-by-case basis in our sole discretion. The issue price for Unitsissued by the Company shall be $1.00 per Unit.3
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