1

HUNTSVILLE, AL & ROBINSONVILLE, MS

EXECUTIVE SUMMARY| February 16, 2017

SOUTHERN STATESMULTIFAMILY PORTFOLIO

22

EXECUTIVE SUMMARY— INDEX

About ArborCrowd______________________________ 3

Project Overview_______________________________ 4

Portfolio Overview______________________________ 5

The Property___________________________________ 6

Investment Overview____________________________ 7

Investment Details______________________________ 8

Timeline______________________________________ 9

Sponsor Overview______________________________ 10

Business Plan__________________________________ 11

Current and Projected Rent Rates__________________12

Huntsville Market Overview______________________ 14

Robinsonville Market Overview___________________ 15

Contact ArborCrowd____________________________ 16

Disclaimer____________________________________ 17

33

ABOUT ARBORCROWD

ArborCrowd breaks down the barrier of entry into real estate investing. By allowing people to co-invest with successful real estate deal-makers in the industry, ArborCrowd enables millions of investors to maximize their financial returns. At every step of the deal process, ArborCrowd stays alongside investors and takes the weight of managing properties off their shoulders.

ArborCrowd is part of the Arbor family of companies that includes Arbor Realty Trust, Arbor Commercial Mortgage and AMAC.

OVERVIEW

ARBORCROWD TIMELINE

FOUNDED JAN ‘16

GROWTH: EXEC HIRES

NOV-DEC ‘16

DEAL: CLINTON HILL

OCT ‘16

DEAL: 1413 YORK AVE.

JULY ‘16

DEAL: SOUTHERN

STATESFEB ‘17

NEW DEALSONGOING

ADAM KAUFMAN

Co-Founder and Managing Director

IVAN KAUFMAN

Co-Founder and Chief Executive Officer

FOUNDERS

44

PROJECT OVERVIEWSouthern States Multifamily PortfolioArborCrowd and Varden Capital Properties, LLC (“VCP” or “Sponsor”) is pleased to present Investors (“Investors”) with the opportunity to invest in the value-add repositioning of the Southern States Multifamily Portfolio (“Property” or “Portfolio”).

The 607-unit portfolio consists of three-properties located in Huntsville, AL and Robinsonville, MS.

• Two properties (“Twickenham & Hillside”) are located in close proximity to one another. They were acquired in a single purchase and have been treated as single asset.

• The third property (“Gardens of Canal Park”) is located in Robinsonville, MS, which is just outside of Memphis, TN.

• The Portfolio was acquired in November 2016 for a total consideration of $19,100,000.

The BenefitThe properties in the Portfolio were acquired concurrently by the Sponsor. Combining these properties into a single portfolio has several key benefits for ArborCrowd Investors:

• Market Diversity: Combining properties from multiple markets balances and reduces potential risk that a single market could endure.

• Customized Repositioning: To increase occupancy and overall income generated, each property will receive a custom tailored business plan with targeted physical improvements and operational focuses such as property management and marketing.

• Low Cost Basis: By combining multiple low cost properties, there is an opportunity to realize additional profit through competitive rental rates and eventual sale of the Portfolio.

TWICKENHAM & HILLSIDE

GARDENS OF CANAL PARK

55

PORTFOLIO OVERVIEW Repositioning StrategyThe business plan is to increase the overall value of the Portfolio in a relatively short period of time. Management improvements have already been implemented and the properties have seen significant increase in rental occupancy. Twickenham was acquired with an 85% occupancy level and has jumped to 90%. Gardens of Canal had an 81% occupancy at the time of acquisition and is now 94% occupied.

Twickenham and Hillside – Huntsville, AL • Unit interiors: Upgrades will be performed over a six month period; upgraded units to be

re-leased at a substantial premium to in-place rents. • Exteriors: Twickenham will have a playground and dog park added, and the swimming pool

and tennis court will be upgraded. Hillside will add a playground, dog park and fitness center.

• Location: Both properties sit just north of two key job markets and a major university. o Cummings Research Park retains 25,000 jobs. o Redstone Arsenal, a U.S. Army post, has a workforce averaging 40,000 personnel. o Marshall Space Flight Center — the largest NASA complex — employs 6,500 and

supports more than 16,000 jobs in the area. o The University of Alabama has approximately 8,000 students.

Gardens of Canal Park – Robinsonville, MS• Management Improvements: An experienced and skilled management team has taken

over operations. There will be a combination of minimum exterior capital improvements and amenity upgrades. The renovation budget also provides for hard turns of two down units with water damage and the addition of a model unit for prospective tenants.

• Location: Robinsonville, also known as Tunica Resorts, is the sixth largest gaming market in the U.S. Among comparable properties in Robinson, Gardens of Canal Park is closest to Memphis, TN — a quick 30 minute drive. Expanding beyond gaming, there have been a growing number of manufacturing jobs due to aggressive tax incentives.

TWICKENHAM & HILLSIDE

GARDENS OF CANAL PARK

66

THE PROPERTY

Southern States Multifamily PortfolioTwickenham & Hillside Gardens of Canal Park

Street Address501 Galaxy Way NW /

4514 Bonnell Drive NW2634 East Lake Boulevard

City Huntsville Robinsonville

State Alabama Mississippi

Year BuiltTwickenham: 1986

Hillside: 1985P1 (1999) P2 (2001) P3 (2003)

Buildings 31 21

No. of Stories 2 1, 2 & 3

Units 375 232

Avg. Unit Size 864 sq. ft. 902 sq. ft.

Net Rentable Area 324,000 sq. ft. 209,240 sq. ft.

Gross Building Area 370,139 211,268

Foundation Concrete slab Concrete slab

Structural Systems Wood Wood

Exterior Walls Brick veneer, vinyl siding and wood clapboard Brick veneer and vinyl siding

Roof Gable w/ composite shingles. Hip and gable w/ composite shingles

HVAC Pad-mounted HVAC Pad–mounted HVAC

AmenitiesPool, tennis court, clubhouse, basketball court (Twickenham), playground*, dog park*, fitness* center (Hillside*).

Pool, fitness center, leasing office and clubhouse.

Parking Spaces 646 415

Parking Ratio 1.7 spaces per unit 1.8 spaces per unit

Occupancy 81% (average) 94%*Features to be added in the planned renovations.

77

INVESTMENT OVERVIEW

Key Deal Points

• Cost Basis: The purchase price for both Twickenham & Hillside and Gardens of Canal represents a steep discount to recent comparable sales in their respective markets. The low cost basis provides an opportunity to be increasingly competitive on rental rates while realizing significant profits through a sale of the Portfolio once stabilized.

• Straight Forward Business Plan: The required capital needs for the Portfolio are limited in scope. The previous owners mismanaged the properties, which underperformed as a result. A straight forward business plan focused on operational improvements and limited physical upgrades is expected to achieve market stabilization in a relatively short timeframe.

• Experienced Sponsor: Led by Trace McCreary, Varden Capital Properties, LLC has extensive experience in commercial real estate with a focus on multifamily acquisitions. Mr. McCreary is a seasoned investor who currently owns 40 properties with more than 8,200 units and has acquired 82 properties with more than 17,000 units. All in the southern and southeast United States. Prior to investing in real estate, Mr. McCreary served as the investment banking Head of U.S. Infrastructure Finance at Barclays Capital, and previously served as a Managing Director at Citigroup, Credit Suisse, and Bear Sterns. The business plan is suited to Mr. McCreary’s extensive experience with similar assets, renovation strategies and operational overhauls in the southeast.

• Proven In-House Management: Hammond Residential Group, owned by VCP Hammond, LLC, manages more than 11,000 units for institutional investors and private operators. Operational upside is unlocked by a proven formula of comprehensive due diligence, meticulous accounting, financial reporting, and the implementation of a thorough marketing strategy. Hammond has consistently improved occupancy, rental rates and resident satisfaction.

Sponsor: Varden Capital Properties, LLCCrowd Manager: ArborCrowd Manager III, LLCTargeted Investor Return: 17% – 20% IRRTargeted Equity Multiple: 1.40x – 2.00xTargeted Investment Period: Less than 2 – 3 yearsInvestment Type: EquityProperty Type: Multifamily PortfolioMinimum Investment: $25,000

Summary

88

INVESTMENT DETAILS

CAPITALIZATION BREAKDOWN

Total Equity $7,653,779 34.148%

Total Debt $14,760,000 65.852%

Total Capitalization $22,413,779 100%

EQUITY INVESTMENT

ArborCrowd Equity $2,000,000 26.131%

Sponsor Equity $5,653,779 73.869%

Total Equity $7,653,779 100%

ARBORCROWD INVESTORS PAYMENT WATERFALL

First: 100% to Investors until all initial capital contributions have been returned and Investors have received a 7% IRR. Second: 70% to Investors and 30% to Sponsor until Investors have received a 12% IRR.Third: 65% to Investors and 35% to Sponsor until Investors have received an 18% IRR. Fourth: 60% to Investors and 40% to Sponsor thereafter.

NEW TECHNOLOGY

Acquisition Fee 1.50% Asset Under Management Fee 0.50%Refinance Fee 1.00%Disposition Fee 1.00%

TARGETED INVESTOR IRR 17% – 20%

TARGETED INVESTOR EQUITY MULTIPLE 1.40x – 2.00x

99

BUSINESS PLAN TIMELINE

ARBORCROWD INVESTS

Q1 2017 (EST.)

ACQUIRE PORTFOLIO / COMMENCE RENOVATIONS

NOVEMBER 2016

SELL PORTFOLIO

PRIOR TO Q4 2018 (EST.)

RENOVATIONS COMPLETED

Q2-Q3 2017 (EST.)

STABILIZED OCCUPANCY ACHIEVED

Q3 2017 (EST.)

Distributions may occur throughout the hold period until the property is sold.

The Southern States Multifamily Portfolio has a projected hold period of 2 to 3 years.

1010

SPONSOR OVERVIEW — VARDEN CAPITAL PROPERTIES

VCP Proven Track Record

• Acquired more than 80 apartment assets valued at approximately $1 billion

• Purchased approximately 17,000 units across the southern and southeast U.S.

• Owns 40 properties with more than 8,200 units

• Sold 42 properties with 9,000 units

Varden Capital Properties (VCP) was founded by Trace McCreary in 2011. Prior to forming VCP, Mr. McCreary had a nearly 20-year career on Wall Street as an investment banker, executing M&As and practicing corporate finance as a partner at such firms as Salomon Brothers/Citigroup, Credit Suisse First Boston and Barclays Capital.

VCP has worked with Arbor Realty Trust, Inc. for over 4 years, with 50+ loans and more than $300 million borrowed.

VCP is primarily focused on buying and improving apartment communities in the South and Southeast though a value-add strategy that incorporates the necessary renovations and operational improvements needed to increase cash flow and asset value.

Realized Investment Performance

Avg. Price Per Unit at Purchase: $29,000

Avg. Price Per Unit at Sale: $46,000

Avg. Renovation Budget: $1,026,000

Total Purchase Price: $260,249,100

Total Asset Value Sold: $415,295,000

Total Profits: $111,973,000

1111

THE BUSINESS PLAN — GARDENS OF CANAL PARK

Strategy: Operational OverhaulAs part of the business plan, the Gardens of Canal Park is currently undergoing an operational overhaul. This includes prioritizing property management to attract and ensure maximum rental occupancy.

In fact, in just a few short months from when VCP acquired the Portfolio, occupancy for Twickenham jumped from 85% to 90% occupancy. Gardens of Canal went from 81% to being nearly completely rented at 94% occupancy level.

Hammond Residential Group (“HRG”) is VCP’s own Atlanta-based property management arm (owned by VCP Hammond, LLC). Formed in 2007, HRG manages more than 12,000 units across 40+ properties in the south and southeast, both for VCP and third parties.

HRG’s executive leadership encompasses over three decades of management experience, specializing in multifamily assets, including conventional, new development, bond and LIHTC financed projects.

Joyce Stone, President & Partner at HRG, has been with the firm since 2008. She brings nearly 30 years of experience spanning various management portfolios that include new construction, rehabilitations, tax credit and City of Atlanta public housing.

HRG often receives 4-5 star reviews. Properties across the Southeast include: 25 in GA, 7 in AL, 4 in NC, 3 in SC and 2 in MS.

1212

CURRENT & PROJECTED RENT RATES

Twickenham Village 2-Bed / 2-Bath Gardens of Canal Park 2-Bed / 1.5-Bath

Current Projected (Year 2)

Type No. Avg SF Rent Rent PSF Rent Rent PSF%

Change

2-Bed / 2-Bath 128 943 $536 $0.57 $653 $0.69 21.8%

Current Projected (Year 2)

Type No. Avg SF Rent Rent PSF Rent Rent PSF % Change

2-Bed / 1.5-Bath 136 965 $623 $0.65 $659 $0.68 5.8%

1313

CURRENT & PROJECTED RENT RATES

Hillside Village 1-Bed / 1-Bath

Current Projected (Year 2)

Type No. Avg SF Rent Rent PSF Rent Rent PSF % Change

1-Bed / 1-Bath 112 700 $433 $0.62 $542 $0.77 25.2%

Hillside Village 2-Bed / 2-Bath

Current Projected (Year 2)

Type No. Avg SF Rent Rent PSF Rent Rent PSF % Change

2-Bed / 2-Bath 86 900 $553 $0.61 $652 $0.65 17.9%

1414

MARKET OVERVIEW— WELCOME TO HUNTSVILLE, AL

Population: 183,000

• Huntsville is the largest city within northern Alabama’s Huntsville MSA,

which is comprised of Madison and Limestone counties.

• In 2016, the Huntsville MSA had an estimated population of 450,000,

according to The Nielsen Company.

• Huntsville experienced a 7.8% increase in population from the 2010 census

figure of 417,593 individuals (a compounded annual change of 1.2%).

Employment: “The Rocket City”

• NASA’s Marshall Space Flight Center: NASA’s largest complex is in

Huntsville, garnering the city its nickname as “The Rocket City.”

• The U.S. Army’s Redstone Arsenal: A 38,000-acre federal research,

development, test and engineering center is located 2 miles south of the

Properties. Operations on the complex include the Defense Intelligence

Agency, U.S. Army Aviation and Missile Command, the U.S. Army Materiel

Command and the U.S. Army Space and Missile Defense Command.

• University of Alabama: With an approximate enrollment of 8,500, it is

located a half mile southeast of the Properties.

• Cummings Research Park: The second largest research park in the U.S.

covers nearly 3,900 acres and houses nearly 300 companies that employ

roughly 25,000 people.

• Tech and Aerospace: Huntsville is a base to numerous other technology and

aerospace firms. Huntsville, AL

Huntsville, AL

1515

MARKET OVERVIEW — WELCOME TO ROBINSONVILLE

EmploymentRobinsonville is known as Tunica Resorts due to its nine casino resorts. The legalization of dockside gaming in 1990 brought dramatic economic change. Tunica casinos and resorts employ about 5,500 people and generated a gross gaming revenue that exceeded $644 million in 2015.

• By 2000, Tunica casinos became the third largest gambling destination in the U.S. — after only Las Vegas and Atlantic City.

• Gaming revenues declined slightly in 2015 due to regional competition in West Memphis, AK. Tunica’s gaming operators are currently seeking state funding to bring new non-gaming amenities such as a water park.

Tunica benefits from economic diversification attributed in part to its low tax rate. Major manufacturers have opened plants in the county as well as retail shops.

• Feuer Powertrain, the largest crankshaft manufacturer in Europe, opened a new $60M, 155,000-square-foot facility in 2015 that is expected to create 300 jobs over the next five years.

• Wilhelhm Schulz GMBH, a German manufacturer, built a 450,000-square-foot manufacturing facility in 2010. Wilhelm Schulz has plans to expand and build an auxiliary line.

• Tanger Outlet Mall opened a 310,000-square-foot retail center 20 minutes from Tunica in Southaven, MS that is drawing visitors from Memphis.

LocationRobinsonville is located 35-minutes from Memphis, TN. The short drive to the diversified economy in Memphis also makes Robinsonville an attractive rental opportunity.

Images courtesy TunicaTravel.com

ARBORCROWD.COM 16

CONTACT ARBORCROWD

Website: www.ArborCrowd.com

Email: akaufman@arborcrowd.com

Phone: 1 (516) 506-4612

Questions? I’m here to answer them.

ADAM KAUFMAN

Co-Founder and Managing Director, ArborCrowd

ARBORCROWD.COM 17

DISCLAIMER

THE SECURITIES DESCRIBED IN THIS PRESENTATION HAVME NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, NOR HAVE THEY BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND NO SUCH COMMISSION HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THIS INVESTMENT OVERVIEW. THIS PRESENTATION DOES NOT CONSTITUTE INVESTMENT ADVICE OR AN OFFER OR SOLICITATION FOR THE PURCHASE OR SALE OF ANY SECURITIES DESRIBED HEREIN. AN OFFER OR SOLICITATION FOR THE PURCHASE OR SALE OF SECURITIES DESCRIBED IN THIS PRESENTATON IS DONE ONLY BY THE PRIVATE PLACEMENT MEMORANDUM OF ARBORCROWD INVESTMENT III, LLC (“ARBORCROWD III”), AND ANY DECISION TO INVEST IN THE SECURITIES OFFERED BY ARBORCROWD III MUST BE MADE SOLELY BASED ON THE INFORMATION CONTAINED IN THAT MEMORANDUM. ONLY INVESTORS WHO QUALIFY AS “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT WILL BE ELIGIBLE TO INVEST IN ARBORCROWD III.THE INFORMATION CONTAINED HEREIN IS STRICTLY CONFIDENTIAL AND IS BEING PROVIDED FOR INFORMATIONAL AND DISCUSSION PURPOSES ONLY. THIS IS NOT INTENDED TO BE A COMPREHENSIVE SUMMARY OF THE SOUTHERN STATES MULTIFAMILY PORTFOLIO (THE “PROPERTY”), VARDEN CAPITAL PROPERTIES, LLC OR ANY AFFILIATES AND/OR SUBSID IARIES OF ANY OF THE FOREGOING (COLLECTIVELY, THE “SPONSOR”) OR ARBORCROWD MANAGER III, LLC, OR ANY AFFILIATES AND/OR SUBSIDIARIES OF THE FOREGOING (“CROWD MANAGER”). NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE INFORMATION CONTAINED HEREIN IS NOT, AND MAY NOT BE RELIED ON IN ANY MANNER AS, LEGAL, TAX OR INVESTMENT ADVICE OR AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY AN INTEREST IN ANY INVESTMENT OR PROPERTY.

ANY STATEMENT CONCERNING THE PROPERTY, SPONSOR AND/OR CROWD MANAGER MAY NOT BE RELIED UPON AND, TOGETHER WITH THE INFORMATION CONTAINED HEREIN, MUST BE KEPT STRICTLY CONFIDENTIAL AND MAY NOT BE REPRODUCED OR REDISTRIBUTED IN ANY FORMAT WITHOUT THE PRIOR WRITTEN APPROVAL OF CROWD MANAGER.

AN INVESTMENT (AN “INVESTMENT”) IN ARBORCROWD III MAY INVOLVE SIGNIFICANT RISKS, INCLUDING LOSS OF THE ENTIRE INVESTMENT (THE “INTEREST”). THE INTERESTS IN ARBORCROW III WILL BE ILLIQUID, AS THERE IS NO SECONDARY MARKET FOR SUCH INTERESTS AND NONE IS EXPECTED TO DEVELOP. THERE WILL BE RESTRICTIONS ON TRANSFERRING THE INTERESTS, INVESTMENTS MAY BE LEVERAGED AND THE INVESTMENT PERFORMANCE MAY BE VOLATILE. INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE RISK CHARACTERISTICS OF THE FUND’S INVESTMENTS. PROSPECTIVE INVESTORS SHOULD MAKE THEIR OWN INVESTIGATIONS AND EVALUATIONS OF THE INFORMATION CONTAINED HEREIN. FOR A DISCUSSION OF THE PRINCIPAL RISKS FACTORS THAT MAY APPLY TO AN INVESTMENT IN ARBORCROWD III, PROSPECTIVE INVESTORS SHOULD REVIEW THE “RISK FACTORS” SECTION OF ARBORCROWD III’S PRIVATE PLACEMENT MEMORANDUM. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ATTORNEY, BUSINESS ADVISER AND TAX ADVISER AS TO LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THE INFORMATION CONTAINED HEREIN. EXCEPT WHERE OTHERWISE INDICATED HEREIN, THE INFORMATION PROVIDED HEREIN IS BASED ON MATTERS AS THEY EXIST AS OF THE DATE OF PREPARATION AND NOT AS OF ANY FUTURE DATE, AND WILL NOT BE UPDATED OR OTHERWISE REVISED TO REFLECT INFORMATION THAT SUBSEQUENTLY BECOMES AVAILABLE, OR CIRCUMSTANCES EXISTING OR CHANGES OCCURRING AFTER THE DATE HEREOF.

IN CONSIDERING ANY PERFORMANCE DATA CONTAINED HEREIN, YOU SHOULD BEAR IN MIND THAT PAST OR TARGETED PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, AND THERE CAN BE NO ASSURANCE THAT THE INVESTMENT OR PROPERTY WILL ACHIEVE COMPARABLE RESULTS OR THAT TARGET RETURNS WILL BE MET. YOU SHOULD ALSO BEAR IN MIND THAT THERE CAN BE NO ASSURANCE THAT THE INVESTMENT OR PROPERTY WILL HAVE COMPARABLE RETURNS AS ACTUAL RETURNS WILL DEPEND ON, AMONG OTHER FACTORS, FUTURE OPERATING RESULTS, THE VALUE OF THE ASSETS AND MARKET CONDITIONS AT THE TIME OF DISPOSITION, ANY RELATED TRANSACTION COSTS, AND THE TIMING AND MANNER OF SALE. NOTHING CONTAINED HEREIN SHOULD BE DEEMED TO BE A PREDICTION OR PROJECTION OF FUTURE PERFORMANCE OF THE INVESTMENT OR PROPERTY.

CERTAIN INFORMATION CONTAINED IN THIS PRESENTATION CONSTITUTES “FORWARD–LOOKING STATEMENTS,” WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD–LOOKING TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECT,” “ANTICIPATE,” “TARGET,” “PROJECT,” “ESTIMATE,” “INTEND,” “CONTINUE” OR “BELIEVE,” OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. DUE TO VARIOUS RISKS AND UNCERTAINTIES, ACTUAL EVENTS OR RESULTS OR THE ACTUAL PERFORMANCE OF THE INVESTMENT OR PROPERTY MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD–LOOKING STATEMENTS. PROSPECTIVE INVESTORS SHOULD NOT RELY ON THESE FORWARD–LOOKING STATEMENTS IN DECIDING WHETHER TO MAKE AN INVESTMENT IN ARBORCROWD III.

NEITHER THE SPONSOR, CROWD MANAGER NOR ANY OF THEIR RESPECTIVE AFFILIATES, MANAGERS, MEMBERS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY, THE “PARTIES”), ASSUME ANY RESPONSIBILITY WHATSOEVER FOR THE ACCURACY OF THE INFORMATION CONTAINED HEREIN OR ANY LIABILITY RESULTING FROM THE USE OF THE INFORMATION AND MATERIAL CONTAINED HEREIN. NONE OF THE PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE MATERIAL CONTAINED IN THIS DOCUMENT.

ARBORCROWD.COM