Dkcp Private Placement Template1

7/30/2019 Dkcp Private Placement Template1

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CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

DK COMMERCIAL PROPERTY FUND I, LLC

A Maryland Limited Liability Company____________________________________

$0,000,000

Minimum Offering Amount: $0,000,000$000,000 per Class B Membership Unit

MINIMUM PURCHASE - 1 Class B Member Unit______________________________________

DK COMMERCIAL PROPERTY FUND I, LLC , A Maryland Limited Liability Company (hereinafterreferred to as the COMPANY), is offering by means of this Confidential Private Placement

Memorandum a minimum of __________________ (00) Class B Member Units at an offering price of_______________________________ ($000,000) Dollars per Class B Member Unit, for a minimum of_______________________________ ($0,000,000), to qualified investors who meet the InvestorSuitability Requirements set forth herein (see INVESTOR SUITABILITY REQUIREMENTS). Each

Investor must agree to purchase the Class B Member Units, as a member subscriber to the Company,for investment purposes only, and execute a Subscription Agreement in the form contained in thisEquity Offering.

THESE SECURITIES ARE SPECULATIVE AND INVESTMENT IN THE CLASS BMEMBER UNITS INVOLVES A DEGREE OF RISK

(SEE RISK FACTORS)

Offering Price Selling Commissions Proceedsto Company

Per Unit $000,000 $ 0,000 $ 00,000Minimum Units $0,000,000 $00,000 $0,000,000

DK COMMERCIAL PROPERTY FUND I, LLC____________________________

Telephone: 000-000-0000Fax: 000-000-0000

E-mail: _____________-@______.com

The date of this Private Placement Memorandum is ___________________________


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TABLE OF CONTENTS

IMPORTANTNOTICES. 3OFFERING SUMMARY. 6USE OF PROCEEDS... 8RISK FACTOR 9CAPITALIZATION. 12BUSINESS PLAN 13MANAGEMENT. 14

PRINCIPAL MEMBERSHIP. 15DESCRIPTION OF CLASS B MEMBERSHIP 16PLAN OF DISTRIBUTION. 16RESTRICTIONS OF TRANSFER.. 17INVESTOR QUALIFICATION.. 17ADDITIONAL MATERIAL AVAILABLE UPON REQUEST. 18

Exhibit A: FINANCIAL STATEMENT . 19Exhibit B: SUBSCRIPTION BACKGROUND INFORMATION. 20Exhibit C: SUBSCRIPTION AGREEMENT.. 25Exhibit D: INVESTOR STATUS 37

Exhibit E: INVESTOR SUITABILITY QUESTIONNAIRE... 39Exhibit F: FINNCIAL PROJECTIONS. 42


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IMPORTANT NOTICES

You are urged to read this memorandum carefully. This memorandum is not all-inclusive anddoes not contain all the information that you may desire in investigating DK Commercial Property Fund

I, LLC. You must conduct and rely on your own evaluation of us and the terms of this offering,including the merits and risks involved in making a decision to buy our member shares. We will makeavailable to you, prior to the sale of Class B Member Units described in this memorandum, theopportunity to ask questions of, and receive answers from, our management concerning the terms andconditions of this offering and to obtain any additional information (including information made availableto other investors), to the extent we possess it or can acquire it without unreasonable effort or expense,which may be necessary to verify the accuracy of the information in this memorandum. We may requireyou to sign a confidentiality agreement if you wish to receive additional information that we deem to beproprietary. You may mail questions, inquiries, and requests for information to:

DK Commercial Property Fund I, LLC________________________________

________________________________Attn: ____________________, Manager

Or call __________________________Tel: 000-000-0000E-mail: ______________@_________.com

You, and your representatives, if any, will be asked to acknowledge in the Subscription Agreement thatyou were given the opportunity to obtain additional information and that you did so or elected to waivethe opportunity.

No representations or warranties of any kind are intended nor should any be inferred with respect

to the economic viability of this investment or with respect to any benefits, which may accrue to aninvestment in our member shares. We, and our managers, officers and employees, do not in any wayrepresent, guarantee or warrant an economic gain or profit with regard to our business or that favorableincome tax consequences will flow there from. We do not in any way represent or warrant theadvisability of buying our Class B Member Units. Any projections or other forward-looking statementsor opinions contained in this memorandum constitute estimates by us based upon sources deemed to bereliable, but the accuracy of this information is not guaranteed nor should you consider the informationall-inclusive.

You should not consider the contents of this memorandum as legal, business or tax advice. Priorto making a decision to buy our Class B Member Units, you should carefully review and consider thismemorandum and should consult your own attorneys, business advisors and tax advisors as to legal,

business and tax related matters concerning this offering.

RESTRICTIONS ON USE OF MEMORANDUM

This memorandum is for review by the recipient only. The recipient, by accepting delivery ofthis memorandum, agrees to return this memorandum, all enclosed or attached documents and all otherdocuments, if any, provided in connection with the offering to DK Commercial Property Fund I, LLCif the recipient does not undertake to purchase any of the securities offered hereby. This memorandum is


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furnished for the sole use of the recipient, and for the sole purpose of providing information regarding theoffer and sale of our Class B Member Units. We have not authorized any other use of this information.Any distribution of this memorandum to a person other than representatives of the person or entity namedon the cover page is unauthorized, and any reproduction of this memorandum or the divulgence of any ofits contents, without our prior written consent is prohibited. The delivery of this memorandum or otherinformation does not imply that the memorandum or other information is correct as of any time

subsequent to the date appearing on the cover of this memorandum.

EXCLUSIVE NATURE OF CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

The delivery of this memorandum does not constitute an offer in any jurisdiction to any person towhom such offer would be unlawful in such jurisdiction. You should rely only on the informationcontained in this memorandum. The information contained in this memorandum supersedes any otherinformation provided to potential investors. We have not authorized any person to provide anyinformation or to make any representations except to the extent contained in this memorandum. If anysuch representations are given or made, such information and representations must not be relied upon ashaving been authorized by DK Commercial Property Fund I, LLC. This memorandum is not an offer

to sell, nor is it seeking an offer to buy, securities in any state where the offer or sale is not permitted.The information in this memorandum is accurate as of the date on the front cover, but the informationmay have changed since that date.

RESTRICTED SECURITIES

The Class B Member Units offered hereby in this offering memorandum have not been registeredwith, or approved, by the united states securities and exchange commission, nor have such Class B MemberUnits or this memorandum been filed with or reviewed by the attorney general of any state or the securitiesregulatory authority of any state. This offering is based on the exemption from such registration as set forthin 4(2) and rule 506 of Regulation D of the Securities Act of 1933, as amended.

The investment described in this memorandum involves risks, and is offered only to individualswho can afford to assume such risk for an indefinite period of time and who agree to purchase the Class BMember Units only for investment purposes and not with a view toward the transfer, resale, exchange orfurther distribution thereof. There will be no public market for the Class B Member Units issued pursuantto this offering memorandum. Federal and state securities laws limit the resale of the Class B MemberUnits and it is therefore recommended that each potential investor seek counsel should they desire moreinformation.

The price of the Class B Member Units as described in this offering memorandum has beenarbitrarily determined by the sponsors of this investment, and each prospective investor should make anindependent evaluation of the fairness of such price under all the circumstances as described in theattached offering memorandum.

No person is authorized to give any information or make any representation in connection withthis memorandum, except such information as is contained or referenced in this memorandum. Onlyinformation or representations contained or referenced herein may be relied upon as having been made bythe company. Prospective investors who have questions concerning the terms and conditions of thisprivate offering memorandum or who desire additional information or documentation to verify theinformation contained herein should contact the company. Projections or forecasts contained in thisprivate offering memorandum, or other materials, must be viewed only as estimates. Although anyprojections contained in this memorandum are based upon assumptions, which the company believes to


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be reasonable, the actual performance of the company may depend upon factors beyond the control of thecompany. No assurance can be given that the companys actual performance will match its intendedresults.

FORWARD-LOOKING STATEMENTS

Certain statements in this memorandum constitute forward-looking statements within themeaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended. All statements that address expectations or projections about thefuture, including statements about property acquisition, market position, expected expenditures andfinancial results, are forward-looking statements.

Some of the forward-looking statements may be identified by words like expects, anticipates,plans, intends, projects, indicates, and similar expressions. Any statements contained herein thatare not statements of historical fact may be deemed to be forward-looking statements. These statementsare not guarantees of future performance and involve a number of risks, uncertainties and assumptions.Accordingly, actual results or performance of DK Commercial Property Fund I, LLC may differsignificantly, positively or negatively, from forward-looking statements made herein. Unanticipatedevents and circumstances are likely to occur. Factors that might cause such differences include, but arenot limited to, those discussed under the heading Risk Factors, which investors should carefullyconsider. These factors include, but are not limited to, risks that our property investment strategy may notreceive the level of market acceptance anticipated; anticipated funding may prove to be unavailable;intense competition in our market may result in lower than anticipated revenues or higher than anticipatedcosts, and general economic conditions, such as the rate of employment, inflation, interest rates and thecondition of the capital markets may change in a way that is not favorable to us. This list of factors is notexclusive. We undertake no obligation to update any forward-looking statements.

EXHIBITS AND INFORMATION AVAILABLE UPON REQUEST

This memorandum is supplemented by the Financial Statements attached as Exhibit A and theSubscription Agreement attached as Exhibit B. We will make certain information available to investorsupon request including our financial projections for the five years ending ___________ through_____________, our Articles of Organization, our Operating Agreement and other company records.


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OFFERING SUMMARY

In this memorandum, DK Commercial Property Fund I, LLC, Company, company, we,

our, and us refer to DK Commercial Property Fund I, LLC You refers to the reader of thismemorandum. This summary highlights the information contained elsewhere in this memorandum.

Because this is only a summary, it does not contain all of the information that may be important to you. For

a more complete understanding of this offering, we encourage you to read this entire memorandum and the

documents to which we refer you. You should read the following memorandum together with the more

detailed information and financial statements and the notes to those statements appearing elsewhere in this

memorandum.

DK Commercial Property Fund I, LLC

DK COMMERCIAL PROPERTY FUND I, LLC(the Company) was formed on ______________as A Maryland Limited Liability Company. The Company is in the business of purchasing commercialreal estate property that will be leased to credit worthy business tenants with a minimum bond rating ofBbb and or establishing and maintaining commercial real estate property portfolios.

Our executive offices are located at ___________________________________________Telephone: (000) 000-0000

The Offering

The Securities offered are ____________ (00) Class B Member Units issued by the Company atOne Hundred Thousand ($100,000) Dollars per member unit, payable in cash at the time of subscription(see Exhibit B for copy ofSubscription Agreement). The minimum purchase is one (1) Class BMember Unit. The Class B Member Units offered pursuant to this Private Placement Memorandum arefor equity investment purposes only.

The gross proceeds of the offering will be a minimum of _______________________($0,000,000) Dollars.

Investor Qualifications ............................... We are offering the Class B Member Units only toaccredited investors (as defined by Regulation D under theSecurities Act of 1933, as amended). We will require eachinvestor to represent in the Subscription Agreement that theinvestor is able to evaluate the merits of this investment, andthat the investor is accredited.

Subscription Agreement ............................. Each investor will be required to enter into a SubscriptionAgreement in the form attached as Exhibit B to thismemorandum.

Minimum Investment ................................. One unit, or $100,000.

Offering Period This offering will commence on _____________, and willterminate no later than __________, unless extended bythe Company (see TERMS OF THE OFFERING). Wereserve the right to terminate the Offering at any time. We


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will not provide any notice that we have extended theoffering.

Use of Proceeds............................................ $0,000,000 of the proceeds will be used to purchase acommercial real estate property with an approximate value

of $0,000,000, including land and structure based upon a00% equity leverage; and $000,000 for acquisition, loansettlement costs and working capital (see USE OFPROCEEDS).

Restrictions on Transferability .................. The Class B Member Units sold in this offering will berestricted securities under the Securities Act of 1933, asamended, and will not be transferable except in compliancewith the Securities Act and applicable state securities laws.

Summary Financial Data

You should read the following summary financial data together with our financial projections and

notes included in this memorandum. The statement of initial operations data presented below, forthe start-up period at _________________, has not been reviewed by our independent accountantsand is subject to year-end audit adjustment. The As Adjusted balance sheet data reflects theapplication of the net proceeds from the sale of $0,000,000 in Class B Member Units offered bythis memorandum after deducting estimated offering expenses.

Date As adjusted

Statement of Operations Data:

Revenues --- $

Gross Profit ---

Development Stage Expenses $xxx $000,000

Operating Profit (Loss) $(xxx) $(xxx)

Balance Sheet Data:

Date As adjusted

Cash & equivalents ..................... $xxx $0,000,000

Accounts receivable, net ............. ---

Total current assets .......... ........... . $0,000,000

Fixed assets, net ..........................

Total assets .................................. $0,000,000

Total current liabilities ........... .....

Long term liabilities ......... ........... $0,000,000

Total member sharesholdersequity ...................................

$xxx $(xxx)


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USE OF PROCEEDS

The gross proceeds of the Offering will be a minimum of _________________ ($0,000,000)Dollars The table below sets forth the use of proceeds for minimum offering amount.

Sources and Application of Proceeds

SOURCES OF EQUITY

Gross Minimum Equity Offering $ 0,600,000

Total Sources $ 0,600,000

USES OF PROCEEDS:

1 Offering Preparation Expense $ 2,000 0.00%

2 Sales Commissions @ 1.5% $ 00,000 0.00%

3 00% Equity Down payment onProperty

$ 0,000,000 00.00%

4 Property Acquisition Settlement Cost@0%

$ 000,000 0.00%

5 Loan Placement Fee @ 1% ofAcquisition Loan

$ 00,000 0.00%

6 Mortgage Loan Processing &Settlement Fees

$ 00,000 0.00%

7 Working Capital $ 0,000 0.00%

Total Uses of Proceeds $ 0,000,000 100.00%

Footnotes:

(1) Includes estimated memorandum preparation, filing, printing, legal, accounting and other fees and expenses related to theOffering(2) The officers and Managers of the Company, who will not receive any compensation for their efforts, are selling thisOffering. No sales fees or commissions will be paid to such officers or Managers. Registered brokers or dealers who aremembers of the NASD and who enter into a Participating Dealer Agreement with the Company may sell Class B Member Units.

The Company may also employ an independent investment marketing consultant. Such brokers, dealers, or consultants mayreceive commissions up to one and one-half percent (1.5%) of the price of the Class B Member Units sold.(3) Assumes a Maximum acquisition price of $0,000,000 for a prototype triple-net leased commercial retail estate propertywith a 00% Mortgage Loan and 00% investor equity.(4) Estimated Property Settlement Cost @ 0% of Purchase Price.(5) A loan placement fee of 1% will be paid to an affiliate loan broker.(6) Estimated mortgage loan application and processing fees.(7) Initial working capital.


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FIDUCIARY RESPONSIBILITIES OF THE MANAGER AND OFFICERS OF THE COMPANY

1. GENERAL

The Officers and Managers of the Company are accountable to the Company asfiduciaries and such Officers and Managers are required to exercise good faith and integrity inmanaging the Companys affairs and policies. Each Member of the Company, or their dulyauthorized representative, may inspect the books and records of the Company at any time duringnormal business hours. A Member may be able to bring an action on behalf of himself in the eventthe Member has suffered losses in connection with the purchase or sale of the Class B Member Unitsin the Company, due to a breach of fiduciary duty by an Officer or Manager of the Company, inconnection with such sale or purchase, including the misrepresentation or misapplication by any suchOfficer or Manager of the proceeds from the sale of these Class B Member Units, and may be able torecover such losses from the Company.

2. INDEMNIFICATION

The Company, to Managers, officers or controlling persons pursuant to Maryland lawpermits indemnification. Indemnification includes expenses, such as attorneys fees and, in certaincircumstances, judgments, fines and settlement amounts actually paid or incurred in connection withactual or threatened actions, suits or proceedings involving such person and arising from theirrelationship with the Company, except in certain circumstances where a person is adjudged to beguilty of gross negligence or willful misconduct, unless a court of competent jurisdiction determinesthat such indemnification is fair and reasonable under the circumstances.

RISK FACTORS

You should carefully consider the risks and uncertainties described below before you decide to buy

our Class B Member Units. While these are the risks and uncertainties we believe are most important for

you to consider, you should know that they are not the only ones facing us. If any of the following risks

actually occurs, our business, financial condition or results of operations would likely suffer. In these

circumstances, the value of our member shares could decline, and you could lose all or part of the money

you paid to buy our member shares.

Risks Related to Our Business

We have no operating history.

DK Commercial Property Fund I, LLC was organized on __________. To date we haveengaged primarily in finalizing our business plan, developing our investment strategies, establishing theorganization and other formalities necessary to begin operations, and negotiating relationships withstrategic business partners. Accordingly, we have no operating history on which to base an evaluation ofour business and prospective real estate investment acquisitions. Our investment prospects must beconsidered in light of the risks, expenses and difficulties frequently encountered by companies in theirearly stages of development. We cannot assure you that we will be successful in addressing the risks we


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may encounter, and our failure to do so could have a material adverse effect on our business, prospects,financial condition and results of operations.

The acquisition market for commercial real estate that is "net leased" to (Rated) credit worthytenants is very competitive.

Even if we are successful in the capitalization of our company, our success will depend upon thedemand of the national and regional commercial real estate markets. Targeted commercial properties thatare available with net lease agreements with credit rated commercial business tenants may not meet ourconservative investment criteria. Our research has shown that market demand for commercial triple-netleased properties has been very strong. However, there can be no assurance that such demand willcontinue to materialize. Insufficient market demand for triple-net leased properties would have a materialadverse effect on our business, financial condition and results of operations.

Our business plan is dependent on successfully closing one investment transaction for the purchaseof a single commercial real estate property net leased to a rated business tenant.

Our business plan is dependent upon successfully closing the purchase of a prototype commercial

real estate property that will have a long term (20+ Yrs.) triple-net lease agreement. There can be noguarantees that we will locate and complete a purchase transaction that will mirror our prototype example.Failure to complete the real estate purchase transaction, on terms similar to our prototype, would have amaterial adverse effect on our business, financial condition and results of operations.

Our business plan is dependent upon Commercial Real Estate Lending regulations andunderwriting criteria

Even if we are successful in the location and price negotiation of an appropriate commercialtriple-net leased investment property, our success will further depend upon the national and regionalcommercial real estate lending environment. As a result of recent residential mortgage lending practices,we can expect various changes in lending regulations and underwriting criteria that could limit our ability

to obtain the leveraged mortgage expected in our prototype example. If we are not able to achieve of 75%leveraged financed mortgage our investment objectives will be materially affected and our business,financial condition and results of operations could be impaired.

We are dependent on certain key personnel.

The Company is dependent on the services of its Manager, DK Commercial Properties, LLC. DKProperties, LLC is headed by ______________________, its Chief Executive Officer, and __________,its Chief Financial Officer . The loss of services of either of these individuals could impair theCompanys ability to execute its planned real estate transactions, and manage the operations of thebusiness, and could have a material adverse effect on the Companys business, financial condition andresults of operations.

We may be impacted by general economic conditions.

The commercial real estate industry is susceptible to negative trends in the national and/orregional economies. The success of our business depends, in part, on a number of factors related tocommercial real estate lending patterns in the overall economy. Recent economic reports indicate that therate of growth of the U.S. economy is uncertain These trends may adversely affect the commercial realestate industry and could have an adverse impact on our ability to grow or achieve financial profitability.


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Our business is dependent on the strength of the Triple-Net Leased commercial property segment,which can be cyclical.

The commercial real estate industry traditionally has been cyclical. When interest rates are highor general national and global economic conditions are or are perceived to be weak, there is typically less

new commercial real estate development activity. A decrease in the current level of demand, an increasein interest rates, or an adverse lending environment could adversely affect commercial triple-net leasedproperty demand..

Risks Related to this Offering

We are effectively controlled by our principal members and management, which may limit yourability to influence management and direction of the company.

Our executive officers, Managers and principal members and their affiliates will own 1.0% of theoutstanding membership units in the company. However, Class B Members will have a restricted votingcapacity in the management of the company business. As a result, Class A members will have effective

control and direction our affairs, and have significant influence in the selection of Managers and approvalof significant business transactions. The interests of these Class A Members may conflict with those ofother Securities holders. This concentration of control may also delay, defer or prevent a change incontrol of our company and some transactions may be more difficult or impossible without the support ofthe Class A Members.

You will be relying on the judgment of our management regarding our use of proceeds.

We have designated specific uses for the net proceeds from our sale of Class B Member Unitsdescribed in this memorandum. We expect to use the net proceeds for such specific purposes, includingproperty acquisition, loan processing and working capital expenditures. Consequently, our managementwill have significant flexibility in applying the net proceeds of this offering. You will be relying on the

judgment of our management regarding the application of the proceeds. Our management will have theability to apply the proceeds of this offering as it deems appropriate without Class B Member approval.

We have arbitrarily determined the price of the Class B Member Units.

There is no present market for the Class B Member Units. We have arbitrarily set the price of theClass B Member Units without reference to the general status of the securities market and other relevantfactors. The offering price for the Class B Member Units should not be considered an indication of theactual value of the Class B Member Units and is not based on our net worth or prior earnings. We cannotassure you that the Class B Member Units could be resold by you at the offering price or at any otherprice.

There is no public market for our securities and there will be restrictions on the transferability of ourClass B Member Units.

There is currently no public market for any of our securities. We cannot assure you that any suchpublic market will ever develop. Moreover, even if a public market does develop, any sale of our Class BMember Units may be made only pursuant to an effective registration statement under federal andapplicable state securities laws or exemptions from such laws.


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CAPITALIZATION

The following table sets forth our capitalization as of ______________ We have presented ouractual capitalization and our pro forma capitalization, as adjusted to reflect the sale of 00 Class B MemberUnits in this offering. You should read this table in conjunction with our financial statements (including the

notes thereto) included elsewhere in this memorandum.

Class B Member Units, $100,000 par value perunit; 00 Units authorized; 0 Units issued andoutstanding respectively ........... .......... ........... .. Actual

$0Pro-Forma$0,000,000

Additional paid-in-capital ...................................... 0 0

Accumulated deficit ............................................... 0 0

Total member equity ....................................... $0 $0,000,000

Total capitalization ......................................... $0 $0,000,000

BUSINESS PLAN

Executive Summary

Vision: DK Commercial Property Fund I, LLC is newly formed and does not have an operatinghistory. It is intended to be a single-asset real estate investment entity. The company has targeted anumber of commercial real estate properties to evaluate against a prototype commercial real estate triple-

net leased investment model. Targeted commercial real estate projects may be located anywhere in thecontinental boundaries of the United States of America. The investment property to be purchased isexpected to generate a double digit return on investment to its member investors.

The investment objective is to purchase a commercial real estate asset that will have a long term (20+Yrs.) triple-net capitalized lease agreement with a credit rated business tenant. We have created aprototype investment by using the general market information we have obtained for an actual commercialproperty leased to a major retail pharmacy chain.

In the first phase of operations, DK Commercial Property Fund I, LLC will use approximately$0,000,000 to leverage an acquisition loan of $0,000,000 to purchase land and building structure for acommercial property with a sales value of $0,00,000.

The business model for DK Commercial Property Fund I, LLC is commercial lease payments from acredit rated major retail business tenant operating under a triple-net lease agreement that will not requirethe company to provide any property operating expenditures.

Opportunity & Exit Strategy: Commercial real estate is one of the largest industries in the UnitedStates. The use of the Internet by commercial property brokers and investors in the U.S. has increasedfrom 5% just a few years ago to over 60% during 20__, indicating that the Internet is an efficient meansof providing information on commercial properties and credit rated tenants on a national basis. There are


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now many commercial property brokers with an extensive internet marketing presence. We haveestablished strategic relationships with several companies that specialize in marketing triple-net leasedproperties with long term lease agreements. We have also obtained various market research reports from

Boulder Net Lease Funds, LLC which tracks all segments of the commercial net leased property market.Our research has indicated that a great opportunity exists in this market due to a recent trend of risingcapitalization rates, especially in the retail commercial real estate sector. Higher capitalization rates (8%and over), coupled with lower interest rates, will create a buyer's market opportunity that will unfoldduring the year of 20__ and continue into 20__. The opportunity is to acquire newly developed retail netleased properties in a credit tight market that will tolerate a higher cap rate sensitivity. We believe thatthis market is in a particular cycle. We expect to exploit the current cycle by purchasing a excellentinvestment property at a competitive price that will foster a future asset appreciation of between twopercent (2%) and three percent (3%) per annum. Through efficient purchasing, we expect an exit strategyto unfold after a five year asset management and holding period. A asset that has appreciated a modest3% will yield our investors a double-digit return on their equity investment

BENEFITS OF NET LEASE REAL ESTATE

While many investors may shy away from investing in real estate due to vacancy rates, the lack of tenantsecurity or the burden of active management, the sheer nature of net leased real estate abates all of thesetraditional concerns. Upon allocation of capital to the real estate sector, investors have a myriad of optionsavailable to them, including but not limited to vacant land, apartment buildings, or retail, office orindustrial property. As it may be difficult for the investor to choose among the various options, net leasedcredit tenant properties are the simple and obvious choice. Net leased credit tenant properties areessentially equivalent to being a corporate bond and therefore are an extremely secure, leverageable andliquid investment that provides a management-free stable cash flow. Purchasing a triple net leasedproperty effectively means there is no management required. The landlords sole duty is to check theaccount for the wire transfer. Net leases typically obligate the tenant to pay expenses including real estate

taxes, insurance and building maintenance. The lack of active management is one of the main reasons thatNet Lease Companies are able to generate returns greater than the Non-Net Lease Companies.Theoretically, due to the lack ofactive management, the Management Fee taken by sponsors areminimal, as there are few management expenses, and therefore more capital can be distributed to memberinvestors. Income from investment grade tenants generate returns above those of corporate bonds. Mostnet leases range in duration for ten to twenty-five years with the average lease being contracted for twentyyears. In addition to the increased returns, these lengthy durations afford rental increases and capitalappreciation while eliminating the tenant turnover that is commonly associated with other real estateinvestments such as apartment or industrial buildings. Due to this tenant security, net leased propertieshave more financing options than most other real estate investments. These options allow for longeramortizations of debt and higher loan-to-value ratios than traditional real estate. The high leveragabilityof these properties afford a prudent manager ample debt instruments to increase the cash flow and thereby

maximize the internal rate of return. The lack of required active management and the secure nature of thelease afford an active secondary market for credit tenant properties. Moreover, due to the existence of theInternal Revenue Code 1031 tax deferral regime, there is an active, captive buyer pool for net leasedproperties.

Marketing and Distribution


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Our exit strategy, after a five year appreciation and holding period, is to market our triple-netleased property through several national and internet network commercial property brokers as well aslocal commercial brokerages in the general location of the property. We will also contract directlythrough local brokerages.

Management; Company Headquarters

DK COMMERCIAL PROPERTY FUND I, LLC will depend on the existing office space andstaff of DK Commercial Properties, LLC (The Manager) to supervise operations, and thus expects noadditional personnel. We believe that our future success will depend in part upon the continued service ofour senior management and key financial and administrative personnel.

Legal Proceedings

DK COMMERCIAL PROPERTY FUND I, LLC is not currently subject to any pending legalproceedings.

MANAGEMENT

Managers, Executive Officers and Key Employees

The executive officers and key employees of DK Commercial Properties, LLC are listed below.DK Commercial Properties, LLC is the designated Class A Member and Manager of DK CommercialProperty Fund I, LLC.

Name DK Commercial Properties, LLC Position

President and Chief Executive Officer

Vice President and Chief Operating Officer

Vice President and Secretary

Vice President and Treasurer

________________ founded DK Commercial Properties, LLC in ___________ and has servedas chief executive officer and president since that time. Prior to starting DK Commercial Properties,

LLC, ______________________ has served as developer, financial manager and consultant on manyprojects over a 00-year period. __________________________________________________________________________________________________________________________________________________________________ is an accomplished real estate finance and management specialist.

___________________ co-founded DK Commercial Properties, LLC in _______________.____________________________________________________________________________________________________________________________________________________________


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Compensation of Managers

Managers may be reimbursed for actual out-of-pocket expenses incurred by them in attendingmeetings and in the performance of their duties as Managers.

Director Liability and Indemnification

Our operating agreement requires that we indemnify our officers and Managers from certain claims,liabilities and expenses under certain circumstances and subject to certain limitations and the provisions ofMaryland law. Under Maryland law, a limited liability company may indemnify any person who was or is aparty or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative (other than by or in the right of the company) byreason of the fact that he is or was a director, officer, employee or agent of the company, against expensesactually and reasonably incurred by him in connection with an action, suit or proceeding if the person acted ingood faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation.With respect to a criminal action or proceeding, such officer, director or employee must have had no

reasonable cause to believe his conduct was unlawful.

PRINCIPAL MEMBERS

The following table sets forth certain information with respect to the beneficial ownership of ourMember Units as of ___________________________.

Unless otherwise specified, the business address of the Member is our address as set forth in thismemorandum. Beneficial ownership is determined in accordance with the rules of the Securities andExchange Commission and generally means sole or shared power to vote or direct the voting or to dispose

or direct the disposition of any Class B Member Units. Except as indicated by footnote, and subject tocommunity property laws where applicable, the persons named in the table below have sole voting andinvestment power with respect to all Class A Member Units shown as beneficially owned by them.

Beneficial Ownership(1)Before Offering

BeneficialOwnershipAfterOffering(1)

Warrants and Optionsexercisable within 60days(1)

Beneficial Owner Class Bmember units

Percentage Percentage

___________ ___________ 0,000,000 00.0% 00.0% ---

______________________ 0,000,000 00.0% 00.0% ---


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DESCRIPTION OF CLASS B MEMBERSHIP

Member unitsOur authorized capital member shares consists of 1,000,000 units of Class A member shares, with a

par value of $0.01.

Class B member units

As of the date of this memorandum, we have no Promissory Notes or Class B member unitsoutstanding.

PLAN OF DISTRIBUTION

The Offering

The Securities offered are _________ (00) Class B member units issued by the Company at______________ ($00,000) Dollars per unit, payable in cash at the time of subscription (see Exhibit Bfor copy of Subscription Agreement). The minimum purchase is _____ (00) Unit.

Offering of the Class B Member units

Officers and Managers of the Company and qualified licensed personnel, pursuant to State andFederal security rules and regulations, will offer the Class B member units to prospective investors. ThisOffering is made solely through this Private Placement Memorandum and without any form of generalsolicitation or advertising. The Company and its Officers and Managers or other authorized personnelwill use their best efforts during the Offering period to find eligible Investors who desire to subscribe tothe Class B member units in the Company. These Class B member units are offered on a best efforts

basis, and there is no assurance that any or all of the Class B member units will be closed. The Companyhas the authorization to offer fractional Class B member units at its sole discretion. We may acceptsubscriptions as they are received and subscribers have no assurance that all or any minimum portion ofthe Class B member units will be sold. We also reserve the right to withdraw, cancel or modify thisoffering and to reject subscriptions in whole or in part for the purchase of any of the Class B memberunits. This offering will commence on _______________, and will terminate no later than ________,unless extended by the Company. We reserve the right to terminate the Offering at any time. We will notprovide any notice that we have extended the offering.

Payment to Broker Dealers or Investment Advisors

The Company has the power to pay fees or commissions to qualified Broker Dealers, Registered

Investment Advisors or any other person qualified under other applicable federal and state security laws.

Minimum Offering AmountHolding Account

The Company has established an Investment Holding Account into which the minimum offeringproceeds will be placed. At least 000 Class B member units must be sold for $0,000,000 before suchproceeds will be released from the holding account and utilized by the Company. After the minimumnumbers of Class B member units are sold, all subsequent proceeds from the sale of Class B memberunits will be delivered directly to the Company.


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RESTRICTIONS OF TRANSFER

The Class B member units have not been registered with the Securities and ExchangeCommission under the Securities Act of 1933, as amended (the Securities Act), and are being offered inreliance upon an exemption under 4(2) and Rule 506 of Regulation D of the Securities Act, as amended,and rules and regulations hereunder. The Class B member units have not been registered under thesecurities laws of any state and will be offered pursuant to an exemption from registration in each state.A purchaser may transfer or dispose of the Unit only if such Class B member units are subsequentlyregistered under the Securities Act, or if an exemption from registration is available, and pursuant to anopinion of counsel acceptable to the Company and its counsel to the effect that the Class B member unitsmay be transferred without violation of the registration requirements of the Securities Act or any othersecurities laws.

INVESTOR QUALIFICATION

Prospective investors who desire to purchase the Class B member units in this offering mustcomplete a subscription agreement in substantially the form attached as Exhibit B to this memorandum anddeliver it to us together with a wire transfer of same day funds, or a check made payable to DKCommercial Property Fund I, LLC, for the amount subscribed. Subscribers should indicate their statusas accredited investors by marking the applicable paragraph in the Subscription Agreement. The Class Bmember units will be issued in such names as shall be provided for in the accepted Subscription Agreementsand shall be delivered by us to the investors as soon as practicable following our acceptance. The Class Bmember units will be delivered to the address specified in the subscription agreements. We reserve the rightto accept, or reject, any subscription in whole or in part, in our sole discretion. In the event a subscription is

rejected, all funds delivered to us with such subscription will be returned to the subscriber as soon aspracticable following rejection, without interest.

We are offering the Class B member units only to accredited investors as defined in Rule 501(a)of Regulation D of the Securities and Exchange Act of 1933, as amended. Joint purchasers must eachseparately qualify under one or more of the tests. As so defined, accredited investors generally include:

(a) Any individual whose net worth, or joint net worth with his or her spouse exceeds$1,000,000;

(b) Any individual whose income exceeded $200,000 in both 2003 and 2002, or whosejoint income with his or her spouse exceeded $300,000 in each of those years, and who reasonably

expects an income reaching the same level in 20__;

(c) Most banks and savings and loan associations, whether acting in their individual orin fiduciary capacities, most registered broker-dealers, most insurance companies, most investmentcompanies, certain business development companies and small business investment companies, andemployee benefit plans subject to the provisions of the Employee Retirement Income Security Actof 1974 that have total assets in excess of $5,000,000, or as to which investment decisions are madeby a fiduciary which is either a bank, insurance company, or registered investment advisor, or that


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are self-directed plans with investment decisions made solely by persons that are accreditedinvestors;

(d) Organizations qualified under Section 501(c)(3) of the Internal Revenue Code,corporations, Certain business trusts, and partnerships, not formed for the specific purpose ofpurchasing Class B member units, with total assets in excess of $5,000,000;

(e) Any trust with total assets in excess of $5,000,000 not formed for the specificpurpose of acquiring Class B member units, whose purchase is directed by a sophisticated person asdescribed in Regulation D; or

(f) Any entity all of whose equity owners separately meet the criteria set forth in (a),(b), (c), (d), or (e) above.

We will review the subscription agreements with ordinary due diligence and will rely on therepresentations made by the investors therein in assessing the investors ability to qualify as an accreditedinvestor.

ADDITIONAL MATERIAL AVAILABLE UPON REQUEST

We have agreed to make available to each prospective investor, prior to the sale of the Class Bmember units, the opportunity to ask questions of, and receive answers from, our officers concerning theterms and conditions of the offering and to obtain any additional information, to the extent we possesssuch information or can acquire it without unreasonable effort or expense, which may be necessary toverify the accuracy of the information set forth herein. You may mail questions, inquiries, and requestsfor information to

DK Commercial Property Fund I, LLC_____________________________________________________________Attn: _________________________

Or call

____________________________E-mail: _____________@_________.com

You may be required to sign a confidentiality agreement if you wish to receive additional information thatwe deem to be proprietary. You, and your representatives, if any, will be asked to acknowledge in the

Subscription Agreement that you were given the opportunity to obtain additional information and that youdid so or elected to waive the opportunity.


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EXHIBIT A

FINANCIAL STATEMENTS


Confidential Financial Statements

Notes to the Reader of the following financial statements:

DK Commercial Property Fund I, LLC is a new company and as such, its current BalanceSheet and Income statements as of _____________, reflect its start up and organizationalexpenses only. Complete financial projections for the company moving forward are recorded inExhibit H, Financial Projections.

Balance Sheet and Profit and Loss statements from inception to ___________ are unaudited andwere prepared by management for discussion and analysis purposes. The Company believes thatall material items that would affect these statements have been entered therein. However, theCompany can give no assurance that, upon audit by an independent Certified Public Accountingfirm, other adjustments will not be necessary to properly reflect the Companys financialsituation under generally accepted accounting principles. The Company is considered adevelopment stage company, and as such, special accounting rules are applicable.

The attached financial information is highly confidential and should be treated as such.


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EXHIBIT B

SUBSCRIPTION BACKGROUND INFORMATION

1. HOW TO INVEST

An Investor who meets the qualifications as set forth in this Private Offering Memorandummay subscribe for at least the minimum purchase herein of ______ (00) units (_________ ($000,000)Dollars) by carefully reading this entire Private Offering Memorandum and by then completing andsigning a separately bound booklet. This booklet contains identical copies of the following exhibitscontained in the Private Offering Memorandum, including:

Exhibit C

INSTRUCTIONS TO SUBSCRIBERS and SUBSCRIPTION AGREEMENT: This containscomplete instructions to Subscribers and should be read in its entirety by the prospective investorprior to investing. The Investor must sign the Subscription Agreement.

Exhibit D

INVESTOR STATUS

Exhibit E

SUBSCRIPTION AGREEMENT

Exhibit F

INVESTOR QUESTIONNAIRE: This questionnaire requires a Subscriber to complete a financialhistory in order to aid the Company in the determination of the suitability of the Subscriber as apotential Investor. The Investor must sign this questionnaire.

Copies of all the above referenced documents are included with this Private PlacementMemorandum. For discussion of the actions of the Company upon receipt of a properly completedrequest to invest by a Subscriber, please see TERMS OF THE OFFERING. Such Investorshould include his check made payable to DK Commercial Property Fund I, LLC, along with theSUBSCRIPTION AGREEMENT, and INVESTOR QUESTIONNAIRE. Delivery of the documentsreferred to above, together with a check to the Company should be addressed to the Company asfollows: DK Commercial Property Fund I, LLC, ______________________________________.


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2. INVESTOR SUITABILITY REQUIREMENTS

2a. INTRODUCTION

Potential Investors should have experience in making investment decisions or such Investors shouldrely on their own tax consultants or other qualified investment advisors in making this investmentdecision.

2b. GENERAL SUITABILITY

Each potential Investor will be required to represent the following by execution of a SubscriptionAgreement:

1. The Investor has such knowledge and experience in financial and business matters and is capableof evaluating the merits and risks of an investment in this Offering.

2. The Investor has the ability to bear the economic risk of this investment, has adequate means toprovide for his, her or its current needs and personal contingencies, has no need for liquidity in thisinvestment and could afford the complete loss of the investment.

3. The Investor is acquiring the member unit(s) for his, her or its own account for investmentpurposes only and not with a view toward subdivision, resale, distribution or fractionalizationthereof, or for the account of others, and has no present intention of selling or granting anyparticipation in, or otherwise distributing, the Unit(s).

4. The Investors overall commitment to invest in the Unit(s) is not disproportionate to his, her or itsnet worth and the investment in these Unit(s) will not cause such overall commitment to becomeexcessive.

5. The Investor has read and understands this Private Placement Memorandum and all its exhibits.

2c. NONACCREDITED INVESTORS

Up to and including thirty-five (35) investing Subscribers may be accepted by the Company assuitable Investors if each such Subscriber has a net worth sufficient to bear the risk of losing hisentire investment and meets the above General Suitability Standards.

2d. ACCREDITED INVESTORS

In addition to satisfying the General Standards as defined above, all but thirty-five (35) Subscribersfor Shares must each satisfy one of the Accredited Investors economic suitability standards asdefined below:

1. Any natural person whose individual net worth, or joint net worth with that persons spouse, at thetime of his purchase exceeds One Million ($1,000,000) Dollars;


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2. Any natural person who had an individual income in excess of Two Hundred Thousand ($200,000)Dollars in each of the two most recent years, or joint income with that persons spouse in excess ofThree Hundred Thousand ($300,000) Dollars in each of those years and has a reasonable expectationof reaching the same income level in the current year;

3. Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or otherinstitution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciarycapacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of1934; any insurance company as defined in Section 2(a)(13) of the Act; any investment companyregistered under the Investment Company Act of 1940 or a business development company, asdefined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by theU.S. Small Business Administration under Section 301(c) or (d) of the Small Business InvestmentAct of 1958; any plan established and maintained by a state, its political subdivisions or any agencyor instrumentality of a state or its political subdivisions, for the benefits of its employees if such planhas total assets in excess of Five Million ($5,000,000) Dollars; any employee benefit plan within themeaning of the Employee Retirement Income Security Act of 1974, if the investment decision is

made by a plan fiduciary, (as defined in Section 3(21) of such Act, which is either a bank, savingsand loan association, insurance company or registered investment adviser) or if the employee benefitplan has total assets in excess of Five Million ($5,000,000) Dollars if a self-directed plan, withinvestment decisions made solely by persons that are accredited investors;

4. Any private business development company (as defined in Section 202(a)(22) of the InvestmentAdvisers Act of 1940);

5. Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation,business trust, or partnership, not formed for the specific purpose of acquiring the securities offeredwith total assets in excess of Five Million ($5,000,000) Dollars;

6. Any director, executive officer or general partner of the issuer of the securities being offered orsold, or any director, executive officer, or general partner of a general partner of that issuer;

7. Any trust, with total assets in excess of Five Million ($5,000,000) Dollars, not formed for thespecific purpose of acquiring the securities offered, whose purchase is directed by a sophisticatedperson as described in Rule 506(b)(2)(ii); and

8. Any entity in which all of the equity owners are Accredited Investors.

NOTE: Entities (a) which are formed for the purpose of investing in the Company, or (b) the equityowners of which have contributed additional capital for the purpose of investing in the Company,

shall be looked through and each equity owner must meet the definition of an accredited investorin any of paragraphs 1, 2, 3, 4, 5, 6 or 7 above and will be treated as a separate subscriber who mustmeet all suitability requirements.

2e. ACCEPTANCE OF SUBSCRIPTION AGREEMENT BY THE COMPANY

The Investor Suitability Requirements referred to in this section represent minimum requirements forpotential Investors. Satisfaction of these standards does not necessarily mean that participation inthis Offering constitutes a suitable investment for such a potential Investor or that the Company will


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accept the potential Investors Subscription. The Company may, in fact, modify such requirementsas circumstances dictate. All Subscription Agreements submitted by potential Investors will becarefully reviewed by the Company to determine the suitability of the potential Investor in thisOffering. The Company may, in its sole discretion, refuse a Subscription in this Offering to anypotential Investor who does not meet the applicable Investor Suitability Requirements or whootherwise appears to be an unsuitable Investor in this Offering. The Company will not necessarilyreview or accept a Subscription Agreement in the sequential order in which it is received. TheCompany also has the discretion to maximize the number of Accredited Investors in this Offeringand, as a result, may accept less than thirty-five (35) Non-accredited Investors in this Officer.

3. ADDITIONAL INFORMATION

Reference materials described in this Private Offering Memorandum are available for inspection atthe office of the company during normal business hours. It is the intention of the Company that allpotential Investors are given full access to such information for their consideration in determiningwhether to purchase the Class B member units being offered. Prospective Investors should contactthe Company for access to information regarding the matters set forth or other information

concerning the Company. Representatives of the Company will also answer all inquiries frompotential Investors concerning the Company and any matters relating to its proposed operations orpresent activities. The Company will afford potential Investors and their representatives theopportunity to obtain any additional information reasonably necessary to verify the accuracy or thesource of any representations or information contained in this Private Offering Memorandum. Allcontracts entered into by the Company are subject to modifications and the Company may make anychanges in any such contracts as deemed appropriate in its best discretion. Such recent amendmentsmay not be circulated to Subscribers prior to the time of closing this Offering. However, potentialInvestors and their representatives may review such material or make inquiry of the Companyconcerning any of these and any other matters of interest.

4. FORECASTS OF FUTURE OPERATING RESULTS

Any forecasts and proforma financial information which may be furnished by the Company toprospective Investors or which are part of the Companys business plan, are for illustrative purposesonly and are based upon assumptions made by Management regarding hypothetical future events.There is no assurance that actual events will correspond with the assumptions or that factors beyondthe control of the Company will not affect the assumptions and adversely affect the illustrative valueand conclusions of any forecasts.

5. GLOSSARY OF TERMS

The following terms used in this Memorandum shall (unless the context otherwise requires) have thefollowing respective meanings:

ACCEPTANCE. The acceptance by the Company of a prospective investors subscription.

ACCREDITED INVESTORS. Those investors who meet the criteria set forth inINVESTOR SUITABILITY REQUIREMENTS.


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BROKER-DEALER. A person or firm licensed with the NASD, the SEC and with thesecurities or corporate commissions department of the state in which it sells investment securities andwho may employ licensed agents for that purpose.

COMPANY. Refers to DK COMMERCIAL PROPERTY FUND I, LLC, A MarylandLimited Liability Company.

NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (NASD). A self-regulating body which licenses brokers and dealers handling securities offerings, reviews the termsof an offerings underwriting arrangements and advertising literature and, while not a governmentalagency, acts as a review service watchdog to make sure that its regulations and those of the SEC arefollowed for the Investors protection in offerings of securities.

CLASS B MEMBER UNITS. A ________________ ($00,000) Dollar investmentconsisting of ____ (00) Member Unit(s) issued by DK COMMERCIAL PROPERTY FUND I,LLC, A Maryland Limited Liability Company.

SECURITIES ACT OF 1933. A federal act regulated and enforced by the SEC thatrequires, among other things, the registration and use of a prospectus whenever a security is sold(unless the security or the manner of the Offering is expressly exempt from such registrationprocess).

SECURITIES EXCHANGE ACT OF 1934. A federal act regulated and enforced by theSEC which supplements the Securities Act of 1933 and contains requirements which were designedto protect investors and to regulate the trading (secondary market) of securities. Such regulationsrequire, among other things, the use of prescribed proxy statements when investors votes aresolicited; the disclosure of management and large shareholders holding of securities; c ontrols on theresale of such securities; and periodic (monthly, quarterly, annually) filing with the SEC of financialand disclosure reports of the Issuer.

SECURITIES AND EXCHANGE COMMISSION (SEC). An independent United Statesgovernment regulatory and enforcement agency which supervises investment trading activities andregisters companies and those securities which fall under its jurisdiction. The SEC also administersstatutes to enforce disclosure requirements that were designed to protect investors in securitiesofferings.

SUBSCRIPTION DOCUMENTS. Consists of the Subscription Agreement, InvestorQuestionnaire and a check as payment for the Unit(s) to be purchased submitted by each prospectiveInvestor to the Company.

TERMINATION DATE. The earlier to occur of the date on which all Class B memberunits are sold or ________________________________.


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EXHIBIT C

SUBSCRIPTION AGREEMENT


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Print Name of Subscriber:______________

Amount Invested: $_______________

Number of Class B member units: _______________


SUBSCRIPTION DOCUMENTS

OFFERING OF A MINIMUM OF __________________ (00) ANDA MAXIMUM OF ________________(00) CLASS B MEMBER UNITS

_______________________ ($000,000) DOLLARS PER UNIT

____________________

_______________________________________

SUBSCRIPTION INSTRUCTIONS(please read carefully)

_______________________________________

Each subscriber for the Class B member units, __________________ ($000,000) Dollarsper unit (the Units) ofDK Commercial Property Fund I, LLC A Maryland Limited LiabilityCompany (the Company), must complete and execute the Subscription Documents inaccordance with the instructions set forth below. The completed documents should be sent toDK Commercial Property Fund I, LLC, _________________________________________.

Payment for the Securities should be made by check payable to the Company and enclosedwith the documents as directed in Section III below.

I. These Subscription Documents contain all of the materials necessary for you to purchasethe Class B member units. This material is arranged in the following order:

Subscription Agreement Confidential Prospective Purchasers Questionnaire


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II. All investors must complete in detail, date, initial, and sign the Subscription Documentswhere appropriate. All applicable sections must be filled in.

III Payment for the Class B member units must be made by check as provided below:

Please make your check payable, in the appropriate amount, for the number of Class B memberunits purchased (at ____________ ($000,000) per Unit), to DK Commercial Property Fund I, LLC.Your check should be enclosed with your signed subscription documents.

All funds received from subscribers will be placed in a segregated Holding Account of theCompany. Once the minimum offering amount has been reached the funds will be transferred to theCompanys operating account and will be available for use.

IV SPECIAL INSTRUCTIONS

FOR CORPORATIONS. Include copy of Board resolution designating the corporateofficer authorized to sign on behalf of the corporation, a Board resolution authorizing the

investment, and financial statements.

FOR PARTNERSHIPS. Provide a complete copy of the partnership agreement,questionnaire, and financial statements for each General Partner.

FOR TRUSTS. Provide a complete copy of the instruments or agreements creating thetrust, as amended to date.


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Print Name of Subscriber:______________

Amount Invested: $_______________

Number of Class B member units: _______________

Subscription Agreement

To: DK Commercial Property Fund I, LLC

Gentlemen:

1. Subscription. The undersigned hereby subscribes for ______ Class B member units ofDK Commercial Property Fund I, LLC (the Company), A Maryland Limited LiabilityCompany, and agrees to purchase limited liability member units of the Company at________________ ($000,000) Dollars per Unit for an aggregate investment of $________ (themember purchase) upon the terms and subject to the conditions (a) set forth herein, and (b)described in the Confidential Private Placement Memorandum (Private PlacementMemorandum) dated ____________ together with all exhibits thereto and materials includedtherewith, and all supplements, if any, related to this offering. The minimum investment is______________ ($000,000) Dollars per unit, but the Company has the discretion to offerfractional Class B member units for less than the minimum.

2. Unit Offering. The Company is offering a minimum of ________ (000) and up to amaximum of _____________ (000) Class B member units at _____________ ($000,000) Dollarsper Unit, with a minimum subscription of _____ (0) Unit (the Offering). The Offering is beingmade to a limited number of investors pursuant to an exemption available under the SecuritiesAct of 1933 (the Act), specifically Rule 506 promulgated under Regulation D, and undercertain other laws, including the securities law of certain states.

3. Documents to be Delivered. The undersigned is delivering to the Company executedcopies of this Subscription Agreement (the Agreement), Offeree Questionnaire, and all otherapplicable exhibits and documents (the Subscription Documents). The SubscriptionDocuments should be delivered to DK Commercial Property Fund I, LLC_______________________________. The undersigned understands and agrees that he or itwill not become a Owner of the Unit(s) unless and until the Company executes theSubscription Agreement.

4. Payment of Subscription Amount. The undersigned, simultaneously with the deliveryof the Subscription Documents to the Company, hereby tenders to the Company the SubscriptionAmount by check made payable to the order ofDK Commercial Property Fund I, LLC in theamount indicated above.


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5. Acceptance or Rejection of Subscription. The undersigned understands and agrees thatthe Company reserves the right, exercisable in its sole discretion, to accept or reject anysubscription, in whole or in part, for any reason and that the undersigned will be notified by theCompany as promptly as practicable as to whether his or its subscription has been accepted orrejected. If the undersigned's subscription is accepted, in whole or in part, by the Company, the

Company will execute this Agreement and the Unit(s) and return them to the undersigned. If thissubscription is rejected by the Company, either in whole or in part, all funds, in the case of arejection of the subscription in whole, or those funds representing the amount of the subscriptionnot accepted by the Company, in the case of a rejection of the subscription in part, will bereturned to the undersigned as promptly as practicable. If this subscription is rejected in wholeby the Company, this Agreement shall be null, void and of no effect. The undersigned does nothave the right to withdraw or revoke his or its subscription during the Offering period, except asprovided by certain state laws, except that if more than thirty (30) days shall have passed fromthe date the Company received completed and executed Subscription Documents and theSubscription Amount from the undersigned (the Acceptance Period), and the Company has notaccepted the subscription during the Acceptance Period, the undersigned may withdraw his or its

subscription at any time after the Acceptance Period up until such time that the Companysubsequently decides, in its sole discretion, to accept the subscription in whole or in part.

6. Offering Period. The Company may close in whole or in part or terminate this Offeringunder any of the following conditions:

1. Upon reaching the minimum offering amount of _____________ ($0,000,000) Dollars.

2. Upon receipt of the maximum Offering subscription amount of _____ ($0,000,000)Dollars.

3. Notwithstanding the above, this offer shall terminate one (1) year from the date of thisPrivate Placement Memorandum; or on such later date not exceeding thirty (30) days thereafterto which the Company, in its sole discretion, may extend this Offering.

7. Closing of the Member Subscription. The Unit(s) subscribed for herein shall not bedeemed issued by the Company or held by the undersigned until this Agreement has beencountersigned by the Company, and until the funds delivered by the undersigned to the Companywith the Subscription Documents have been deposited in the Holding Account and have beencleared by the applicable bank of the Company (the Effective Date). Upon the Effective Date,(a) the undersigned shall have purchased member ownership units of the Company in theSubscription Amount, (b) the undersigned shall become a member of the Company for theUnit(s) subscribed for by the undersigned, and (c) both the undersigned and the Company shallbe bound by the terms of the Private Placement Memorandum and the Subscription Documentsand any other undertakings described herein.

8. Representations and Warranties.

(a) The Company hereby represents and warrants as follows:


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(i) The Company is a Limited Liability Corporation duly organized, validly existing and ingood standing under the laws of the State of Maryland and has the requisite corporate power andauthority to own, lease and operate its properties and to carry on its business as now beingconducted;

(ii) The Company has all requisite power and authority, corporate and other, to execute anddeliver this Agreement and the Unit(s) and to consummate the transactions contemplated hereby.All persons who have executed this Agreement on behalf of the Company have been dulyauthorized to do so by all necessary corporate action. Neither the execution and delivery of thisAgreement nor the consummation of the transactions contemplated hereby will (A) violate anyprovision of the Certificate of Incorporation or Operating Agreement of the Company, ascurrently in effect; (B) violate any judgment, order, injunction, decree or award against, orbinding upon, the Company or the securities, assets, properties, operations or business of theCompany; or (C) violate any law or regulation applicable to the Company or to the securities,assets, properties, operations or business of the Company.

(b) In order to induce the Company to accept the subscription made hereby, the undersignedhereby represents and warrants to the Company as follows:

(i) The undersigned has received the Private Placement Memorandumand the Subscription Documents. The undersigned has read and understands the PrivatePlacement Memorandum and Subscription Documents and the information contained in thosedocuments concerning the Company and this Offering or has caused his or its representative toread and examine the Private Placement Memorandum and Subscription Documents. Theundersigned has relied only on the information about the Company contained in these documentsand his or its own independent investigation in making his or its subscription. The undersignedunderstands that the Class B member units will be issued with the rights and subject to theconditions described in the Private Placement Memorandum and Subscription Documents;

(ii) The undersigned is familiar with the terms and conditions of theOffering and is aware that his or its investment involves a degree of risk and the undersigned hasread the section in the Private Placement Memorandum titled Risk Factors.

(iii) The undersigned hereby specifically accepts and adopts each andevery provision of this Agreement and acknowledges and agrees with each and every provisionof this Agreement and, upon acceptance by the Company of the subscription made hereby,agrees to be bound by such provisions.

(iv) The undersigned acknowledges and is aware that there is noassurance as to the future performance of the Company.

(v) The undersigned, if an individual (A) has reached the age ofmajority in the state in which he resides and (B) is a bona fide resident and domiciliary (not atemporary or transient resident) of the state set forth below his signature on the signature pagehereof and has no present intention of becoming a resident of any other state or jurisdiction. Theundersigned, if a partnership, corporation, limited liability company, trust or other entity, was


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organized or incorporated under the laws of the jurisdiction set forth below the signature madeon its behalf on the signature page hereof and has no present intention of altering the jurisdictionof its organization, formation or incorporation.

(vi) The undersigned has the financial ability to bear the economic risk

of an investment in the Offering, has adequate means of providing for his or its current needs andpersonal contingencies, has no need for liquidity in the Unit(s) and could afford a complete lossof his or its investment in the Offering.

(vii) The undersigned represents and warrants to the Company that heor it comes within one of the categories of investors as defined in Exhibit 1 hereto (pleaseindicate by providing your initials next to the appropriate category in which the undersigned is

included, and if the undersigned is an Accredited Investor, check the appropriate category of

Accredited Investors in which the undersigned is an entity).

(viii) The undersigned has been given the opportunity to review the

merits of an investment in the Offering with tax and legal counsel or with an investment advisorto the extent the undersigned deemed advisable.

(ix) The undersigned's overall commitment to invest in the Unit(s),which are not readily marketable, is not disproportionate to his or its net worth and his or itsinvestment in the Offering will not cause such overall commitment to become excessive.

(x) The undersigned has such knowledge and experience in financialand business matters that he or it is capable of evaluating the merits and risks of an investment inthe Offering.

(xi) The undersigned has been given a full opportunity to ask questionsof and to receive (A) answers from the Company and its Managers concerning the terms andconditions of this Offering and the business of the Company and (B) such other information ashe or it desired in order to evaluate an investment in the Offering, and all such questions havebeen answered to the full satisfaction of the undersigned. No oral or written representations havebeen made or oral or written information furnished to the undersigned or the undersigned'sadvisors in connection with the Offering or interests that were in any way inconsistent with thisSubscription Agreement. The undersigned is not participating in the Offering as a result of orsubsequent to: (1) any advertisement, article, notice or other communication published in anynewspaper, magazine or similar media or broadcast over television, radio or the internet or (2)any seminar or meeting whose attendees have been invited by any general solicitation or generaladvertising.

(xii) If the undersigned is a corporation, Limited Liability Company,partnership, trust or other entity, it is authorized and qualified to make this loan to the Companyand the person signing this Agreement on behalf of such entity has been duly authorized by suchentity to do so.


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(xiii) If the undersigned is a corporation, limited liability company orpartnership, the person signing this Agreement on its behalf hereby represents and warrants thatthe information contained in this Agreement completed by any shareholders of such corporation,members of such limited liability company or partners of such partnership is true and correctwith respect to such shareholder, member or partner (and if any such shareholder is itself a

corporation, limited liability company or partnership, with respect to all persons having an equityinterest in such corporation, limited liability company or partnership, whether directly orindirectly) and that the person signing this Agreement has made due inquiry to determine thetruthfulness and accuracy of the information contained in this Agreement.

(xiv) The purchase of the Unit(s) by the undersigned has been dulyauthorized, and the execution, delivery and performance of this Agreement does not conflict withthe undersigned's partnership agreement, certificate of incorporation, by-laws, articles oforganization, operating agreement or any agreement to which the undersigned is a party and thisAgreement is a valid and binding agreement enforceable against the undersigned in accordancewith its terms.

(xv) The undersigned hereby represents that he or it is subscribing forthe Class B member units as principal or as trustee, solely for the account of the undersigned, forinvestment purposes only and not with a view to, or for, subdivision, resale, distribution, orfractionalization thereof, in whole or in part, or for the account, in whole or in part, of others,and, except as disclosed herein, no other person has a direct or indirect beneficial interest in theUnit(s). The undersigned will hold the Unit(s) as an investment and has no reason to anticipateany change in circumstances or other particular occasion or event, which would cause theundersigned to attempt to sell any of the Unit(s).

(xvi) The undersigned acknowledges his or its understanding that (A)the Offering of the Unit(s) by the Company has not been registered under the Act, as amended,or the securities laws of certain states in reliance on specific exemptions from registration, (B)the Confidential Memorandum and Subscription Documents have not been filed with orreviewed by the Securities and Exchange Commission or the securities department of any stateand no securities administrator of any state or the federal government has recommended orendorsed this Offering or made any finding or determination relating to the fairness of aninvestment in the Company, and (C) the Offering of the Unit(s) by the Company is intended tobe exempt from registration pursuant to Section 4 (2) of the Act and the rules promulgated thereunder by the Securities and Exchange Commission, and that the undersigneds Unit(s) cannot besold, pledged, assigned or otherwise disposed of unless they are registered under the Act or anexemption from such registration is available.

(xvii) The undersigned represents and warrants that he or it will nottransfer or convey all or part of his or its financial interest in the Unit(s) unless such Unit(s) aresubsequently registered under the Act, or an exemption from such registration is available andwithout (A) the prior written consent of the Company and (B) an opinion of counsel acceptableto the Company and its counsel to the effect that the Unit(s) may be transferred without violationof the registration requirements of the Act or any applicable state securities laws, as may beamended from time to time. The undersigned further acknowledges that there can be no


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assurance that the Company will file any registration statement for the Unit(s) for which theundersigned is subscribing, that such registration statement, if filed, will be declared effective or,if declared effective, that the Company will be able to keep it effective until the undersigned sellsthe Unit(s) registered thereon.

(xviii) The undersigned understands that this Agreement is subject to theCompanys acceptance and may be rejected by the Company at any time in its sole dis cretion inwhole or any part prior to issuance of the Unit(s) with respect to the undersigneds subscription,notwithstanding prior receipt by the undersigned of notice of acceptance of the undersignedssubscription. The Company reserves the right to withdraw the Offering at any time.

(xix) The undersigned acknowledges that this Agreement shall becomebinding upon the undersigned when it is countersigned by the Company and the undersigned isnot entitled to cancel, terminate, or revoke this subscription before or after acceptance by theCompany, except as otherwise provided in this Agreement.

(xx) All information provided by the undersigned in the InvestorQuestionnaire and Investor Representative Questionnaire (if applicable) which accompanies thisAgreement is true and accurate in all respects, and the undersigned acknowledges that theCompany will be relying on such information to its possible detriment in deciding whether theCompany can make these Unit(s) to the undersigned without giving rise to the loss of anexemption from registration under the applicable securities laws.

9. Foreign Person. If the undersigned has indicated on the signature page of thisAgreement that he, she or it is a foreign person, he, she or it agrees to notify the Company inwriting within sixty (60) days of becoming a nonresident alien, foreign corporation, foreignpartnership, foreign trust, foreign estate or other foreign entity, as the case may be.

10. Indemnity. The undersigned agrees to indemnify and hold harmless theCompany, its managers, members, agents, attorneys and affiliates and each other person, if any,who controls any thereof, within the meaning of Section 15 of the Act, against any and all loss,liability, claim, damage and expense whatsoever (including, but not limited to, any and allexpenses reasonably incurred in investigating, preparing or defending against any litigationcommenced or threatened or any claim whatsoever) arising out of or based upon any falserepresentation or warranty or breach or failure by the undersigned to comply with any covenantor agreement made by the undersigned herein or in this Agreement or in any other documentfurnished by the undersigned to any of the foregoing in connection with this transaction.

11. Notice. All notices in connection with this Agreement shall be in writing andpersonally delivered or delivered via overnight mail, with written receipt therefore, or sent bycertified mail, return receipt requested, to each of the parties hereto at their addresses set forthabove (or such other address as may hereafter be designated by either party in writing inaccordance with this Section 11) with a copy, in the case of notice to the Company, to DKCommercial Property Fund I, LLC at __________________________________. Such noticeshall be effective upon personal or overnight delivery or five (5) days after mailing by certifiedmail.


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12. Miscellaneous.

(a) This Agreement is not assignable by the undersigned. This Agreementshall be binding upon and shall inure to the benefit of the parties, their successors and, subject to

the above limitation, their assigns, and shall not be enforceable by any third party.

(b) This Agreement shall be deemed to have been made in the State of____________ and any and all performance hereunder, or breach thereof, shall be interpretedand construed pursuant to the laws of the State of ________________ without regard to conflictof laws rules applied in State of __________________. The parties hereto hereby consent topersonal jurisdiction and venue exclusively in the State of _______________ with respect to anyaction or proceeding brought with respect to this Agreement.

(c) This Agreement contains all oral and written agreements, representationsand arrangements between the parties with respect to its subject matter, and no representations or

warranties are made or implied, except as specifically set forth herein. No modification, waiveror amendment of any of the provisions of this Agreement shall be effective unless in writing andsigned by both parties to this Agreement.

(d) No waiver of any breach of any terms of this Agreement shall be effectiveunless made in writing signed by the party against whom enforcement of the waiver is sought,and no such waiver shall be construed as a waiver of any subsequent breach of that term or ofany other term of the same or different nature.

(e) If any provision or portion of this Agreement or the application thereof toany person or party or circumstances shall be invalid or unenforceable under applicable law,such event shall not affect, impair, or render invalid or unenforceable the remainder of thisAgreement.

(f) Each of the parties hereto shall cooperate and take such actions, andexecute such other documents, at the execution hereof or subsequently, as may be reasonablyrequested by the other in order to carry out the provisions and purposes of this Agreement.

IN WITNESS WHEREOF, the undersigned, by his or its execution hereof, agrees to be boundby this Agreement.

Executed this _______ day of __________________ , 20__, at ___________________ (City) ,______________________________ (State).


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If the Investor is an INDIVIDUAL, complete the following:

The undersigned (circle one): [is] [is not] a citizen or resident of the United States.

Print Name of Individual: Print Name of Spouse if Funds are to be

invested in Joint Name or are CommunityProperty:

Print Social Security Number of Individual: Print Social Security Number of Spouse

Signature of Individual Signature of Spouse if Funds are to beInvested in Joint Name or are CommunityProperty

Print Address of Residence: Print Telephone Number:

( )

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Dkcp Private Placement Template1

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Transcript of Dkcp Private Placement Template1