REOF-II Fund Flip : simplebooklet.com

❑ This is not an offer to sell any investment, and any such offer may only be made as described in the applicable private placement offering memorandum which must be received from REOF-II, LLC or a duly licensed broker-dealer. Prospective investors should review applicable investment documents for complete information on investment risk and additional information specific to the investment, including, but not limited to, investment information and business operations, including business objectives and business expectations more in line with their investment in REOF-II, LLC and specifically multifamily investment opportunities. Investors in the offering are not expected to, directly or indirectly, invest directly in the real estate assets named and referred to in this business plan.❑ There can be no assurance of any investment objective described herein, and the past performance of any person or business venture, including, but not limited to, the past and current performance in other multi family investment opportunities by the operators REOF-II, LLC may select in which investors in the offering will have no interest, should be relied upon for the success of any investment.❑ Statements contained herein include "forward-looking statements" which include opinions, estimations, and projections which may materially be different from actual results. Prospective investors should be aware that making an investment is speculative and involves a high degree of risk. Investors may lose all or part of their investment.3Confidential Information CONFIDENTIALITY STATEMENT: This business plan is confidential, and it is tended to be used solely for the purpose of prospective investors to determine whether to make an investment in the company. This document must not be transmitted, or reproduced, nor must any information contained or incorporated by reference in it be made available to any other person or company or used for any purpose other than determining whether to make an investment in the company as described herein. This information may only be sent to a prospective investor by the company's manager or a registered broker-dealer.

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4Confidential Information- Continued ❑ Prospective investors may request any additional prior performance or operational history relating to the management of the company or REOF-II, LLC operators the fund works with via written request prior to investing. It should be noted that much of the information provided in this business plan is operational, strategy, identification criteria, underwriting criteria and due diligence on existing and potential multifamily investment opportunities, in which investors in the offering will have no interest.❑ Many images and other depictions in this business plan are only being provided as examples of, and to showcase, the operations and overall plans for REOF-II, LLC and operators the fund may work with and should not be relied upon for future results or actual operations. This business plan is being provided strictly as a marketing piece for the broader multifamily investment asset class and is in no way specific to investors investment. ❑ Prospective investors should read the material provided in this business plan keeping in mind that operating results for any property will be dependent upon the demographics, economics, market area and management company being used.❑ Prospective investors should also take note that the company's management team and their affiliates also are owners of, and otherwise participate in, other business ventures which may compete with the company and may cause significant conflicts of interest with the company, including, but not limited to, time and competition.CONFIDENTIALITY STATEMENT: This business plan is confidential, and it is tended to be used solely for the purpose of prospective investors to determine whether or not to make an investment in the company. This document must not be transmitted, or reproduced, nor must any information contained or incorporated by reference in it be made available to any other person or company or used for any purpose other than determining whether or not to make an investment in the company as described herein. This information may only be sent to a prospective investor by the company's manager or a registered broker-dealer.

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R E O F - I I , L L C R E A L E S TAT E O P P O R T U N I T Y F U N DAbout Us5• REOF-II, LLC to generate above market returns comprised of both current income, return of capital events from loan proceeds distributions, and long-term capital appreciation with low to moderate volatility and low correlation to the broader markets.• The fund will target investments in multi-family properties primarily 100 units or greater.• The fund will target investment opportunities with strong market fundamentals and above market returns.• Bank financing will be utilized to minimize capital expenditures and maximize investment returns. • The Company is a limited liability company formed in Texas• The Company is managed by DMI REOF, LLC.www.InvestwithDMI.com

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7Fund ManagementDMI REOF, LLC is the Company’s Manager. The DMI REOF, LLC is managed by Eric Mattingly and is an affiliated entity of DMI Holdings, LLC. DMI Holdings, LLC is also managed by Mr. Mattingly. Leon Shasteen & Eric Mattingly have ownership interests in DMI Holdings, LLC through their separate entities. Although the Manager Entity is newly formed, DMI Holdings, LLC, has been in business supporting private real estate and business expansion opportunities since 2008. Asset types encompass, single-family, multifamily, commercial, mixed-use, condominium development, and mobile homes as well as private and hard money lending.

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Eric MattinglyEric Mattingly is the president and founder of DMI Holdings, LLC and is the manager of DMI REOF, LLC. Eric is a real estate and business entrepreneur with over 20 years of experience in the private capital industry and has been involved in structuring over $1.5 billion of investment transactions. Mr. Mattingly is a nationally recognized public speaker and creator of “The Wealth Building Strategies” teaching investment strategies and concepts to 1,000’s of investors around the United States. His expertise and focus at DMI Holdings is on project development and strategic relationships.His passion outside of his career in the private capital industry is Martial Arts. Eric is a 9th Degree Black Belt Grand Master in Mixed Martial Arts with 48 years experience. He still trains personally and teaches his top Black Belts and his 4 Kids who also have a passion for the arts. 8

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Leon ShasteenLeon Shasteen is a born and raised Texan entrepreneur who has been involved in the private capital industry over the last 20 years. He is the co-owner of DMI Holdings, LLC and has been responsible for capitalizing over $1 billion in real estate and business expansion opportunities from 2011 to present. Mr. Shasteen places a high value on building long term personal relationships with the DMI investors. Outside of his career and entrepreneurial ventures, he enjoys many outdoor activities such as sport shooting, hunting and fishing. He also enjoys playing a role in his local community and giving back to charities through donations and participation in projects and events.9

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October 6, 2009Units: 266 | Status: SoldClass C Multifamily (Acquisition)VILLA ADORA APARTMENTSHouston, TXDMI Multi-Family Project HistoryOctober 6, 2010Units: 176 | Status: SoldClass C Multifamily (Acquisition)VILLA ANA APARTMENTSHouston, TXOctober 25, 2010Units: 320 | Status: SoldClass C Multifamily (Acquisition)October 28, 2010Units: 336 | Status: SoldClass C Multifamily (Acquisition)VILLA SIERRA APARTMENTSHouston, TXJanuary 20, 2011Units: 121 | Status: SoldClass C Multifamily (Acquisition)VILLA TORINO APARTMENTSDallas, TXJanuary 23, 2011Units: 308 | Status: SoldClass C Multifamily (Acquisition)CASA PALMAS APARTMENTSPasadena, TXAugust 12, 2011Units: 256 | Status: SoldClass B Multifamily (Acquisition)VILLA SIENA APARTMENTSCarrollton, TXJune 19, 2012Units: 237 | Status: ActiveClass C Multifamily (Acquisition)CASA MIRANDAAPARTMENTSHouston, TXSANTA FEAPARTMENTSDallas, TX13

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DMI Multi-Family Project HistoryJuly 5, 2012Units: 147 | Status: SoldClass A Multifamily (Development)CARRIAGE HOMES ON THE LAKE APARTMENTSGarland, TXSeptember 5, 2012Units: 232 | Status: SoldClass C Multifamily (Acquisition)VILLA BONITA APARTMENTSDallas, TXFebruary 5, 2013Units: 261 | Status: SoldClass C Multifamily (Acquisition)CASA BLANCA APARTMENTSDallas, TXApril 11, 2013Units: 147 | Status: SoldClass C Multifamily (Acqusition)DAKOTA PLACE APARTMENTSHurst, TXAugust 9, 2013Units: 278 | Status: SoldClass B Multifamily (Acquisition)CHAMPIONS VILLAGE APARTMENTSHouston, TXFebruary 25, 2014Units: 192 | Status: SoldClass A Multifamily (Acquisition)HUNTER’S COVE APARTMENTSWaxahachie, TXENCLAVE AT PRESTONWOOD APARTMENTSDallas, TXJune 24, 2014Units: 466 | Status: SoldClass B Multifamily (Acquisition)MONTEREY VILLAGE APARTMENTSDallas, TXJuly 18, 2014Units: 77 | Status: SoldClass B Multifamily (Acquisition)14

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DMI Multi-Family Project HistoryLAKESIDE AT NORTHPARK APARTMENTSDallas, TXSeptember 24, 2015Units: 345 | Status: SoldClass A Multifamily (Acquisition)CITY NORTH APARTMENTSDallas, TXApril, 2021Units: 216 | Status: ActiveClass A Multifamily (Development)CROSS TIMBERSAPARTMENTSGreenville, TXAugust, 2020Units: 168 | Status: ActiveClass A Multifamily (Development)STONEBRIDGE APARTMENTSLufkin, TXSeptember 29, 2014Units: 242 | Status: SoldClass B Multifamily (Acquisition)October 2021Units: 80 | Status: ActiveClass C Multifamily (Acquisition)NORMANDY PLACE APARTMENTSLittle Rock, ARDecember, 2021Units: 184 | Status: ActiveClass B Multifamily (Acquisition)19TWENTY APARTMENTSDenton, TXCASA DE LOMA APARTMENTSDallas, TXJune 2021Units: 101 | Status: ActiveClass C Multifamily (Acquisition)September, 2021Units: 128 | Status: ActiveClass A Multifamily (New Construction)PEBBLE BROOKJacksonville, TX15

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DMI Multi-Family Project HistorySeptember, 2022Units: 118 | Status: ActiveClass C Multifamily (Acquisition)ARROW’S EDGE APARTMENTSSherwood, ARFebruary, 2022Units: 128 | Status: ActiveClass A Multifamily (New Construction)DEER PARKNew Athens, TXALSTON ARMS APARTMENTSCharleston, SCJune, 2022Units: 160 | Status: ActiveClass B Multifamily (Acquisition)April, 2022Units: 126 | Status: ActiveClass C Multifamily (Acquisition)LEGACY POINTEAPARTMENTSLittle Rock, AR16LEDFORD AT HAMILTON PLACE APARTMENTSChattanooga, TNAugust, 2022Units: 121 | Status: ActiveClass B Multifamily (Acquisition)November, 2022Units: 148 | Status: ActiveClass A Multifamily (New Construction)HARVEST CREEK APARTMENTSJacksonville, TX

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121 Units | Class B1980 BuildChattanooga, TNo Cash on Cash: 7-9%o Equity Multiple: 1.9-2.1x o IRR: 16-18% (Six Year Hold) o Tax Benefits: $43K Year One Tax Savings ($100K Investment)R EOF II F U N D | 1 st P ro p e r t y Invest m e n t i n F u n dLEDFORD AT HAMILTON PLACE APARTMENTSDisclaimer SEC Rule 241 (i) MF Equity Partners, LLC (“MFEP”) is considering an exempt offering but has not determined the specific exemption it will rely on; (ii) no money or other consideration is being solicited, and if sent, will not be accepted; (iii) no sales will be made or commitments to purchase accepted until MFEP determines the exemption to be relied upon and where the exemption includes filing, disclosure, or qualification requirements, all such requirements are met; and (iv) a prospective purchaser’s indication of interest is non-binding.

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148 Units | Class ANew DevelopmentMarshall, TXo Cash on Cash: 7-9%o Equity Multiple: 1.7-2.2x o IRR: 12-18% (5 Year Hold) o Tax Benefits: $43K Year One Tax Savings ($100K Investment)R EOF II F U N D | 2 n d P ro p e r t y I nve stment i n F u n dHARVEST CREEKAPARTMENT HOMESDisclaimer SEC Rule 241 (i) MF Equity Partners, LLC (“MFEP”) is considering an exempt offering but has not determined the specific exemption it will rely on; (ii) no money or other consideration is being solicited, and if sent, will not be accepted; (iii) no sales will be made or commitments to purchase accepted until MFEP determines the exemption to be relied upon and where the exemption includes filing, disclosure, or qualification requirements, all such requirements are met; and (iv) a prospective purchaser’s indication of interest is non-binding.

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216 Units | Class ANew DevelopmentWichita Falls, TXo Cash on Cash: 7-9%o Equity Multiple: 2-2.6x o IRR: 17-24% (3-5 Year Hold) o Tax Benefits: $43K Year One Tax Savings ($100K Investment)R EOF II F U N D | 3 rd P ro p e r t y I nvest m e n t i n F u n dBROOK HOLLOWAPARTMENT HOMESDisclaimer SEC Rule 241 (i) MF Equity Partners, LLC (“MFEP”) is considering an exempt offering but has not determined the specific exemption it will rely on; (ii) no money or other consideration is being solicited, and if sent, will not be accepted; (iii) no sales will be made or commitments to purchase accepted until MFEP determines the exemption to be relied upon and where the exemption includes filing, disclosure, or qualification requirements, all such requirements are met; and (iv) a prospective purchaser’s indication of interest is non-binding.

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160 Units | Class BMultifamily AcquisitionCharleston, SCo Cash on Cash: 7-9%o Equity Multiple: 2-2.6x o IRR: 17-24% (3-5 Year Hold) o Tax Benefits: $43K Year One Tax Savings ($100K Investment)R EOF II F U N D | 4 t h P ro p e r t y I nvest m e n t i n F u n dALSTON ARMSAPARTMENTSDisclaimer SEC Rule 241 (i) MF Equity Partners, LLC (“MFEP”) is considering an exempt offering but has not determined the specific exemption it will rely on; (ii) no money or other consideration is being solicited, and if sent, will not be accepted; (iii) no sales will be made or commitments to purchase accepted until MFEP determines the exemption to be relied upon and where the exemption includes filing, disclosure, or qualification requirements, all such requirements are met; and (iv) a prospective purchaser’s indication of interest is non-binding.

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23Target Properties InvestmentObjectives & Profile❖ Create value by rehabbing and repositioning distressed multifamily properties acquired at a discount to stabilized market values❖ Provide cash flow and competitive overall returns❖ Preserve, protect and grow investor’s capital❖ 5-to-7-year investment horizon❖ Leverage between 60%-75% of property purchase priceInvestors should seek advice from their own legal, tax and investment counsel before making an investment.

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24Investment Process➢ REOF-II, LLC works with multi-family operators that identify, conduct due diligence, perform underwriting, secure 3rd party property management and act as the asset manager for each multi-family investment property➢ Investors invest in the real estate opportunity fund (REOF-II, LLC)➢ REOF-II, LLC invests in stabilized value-added multifamily acquisition properties and certain new construction projects with 3rd party operators➢ REOF-II, LLC targets multi-family properties that have a minimum proforma 10%-20% annual IRR potential➢ REOF-II, LLC objectives are to invest in a minimum of two (2) or more properties with the capital from the fundInvestors should seek advice from their own legal, tax and investment counsel before making an investment.

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25Investment Benefits✓ Favorable returns that are backed by real estate✓ Fractional ownership opportunities in multi-family with the objective to create passive income and capital appreciation✓ Projects structured as equity participation may offer flow-through tax advantages through depreciation and other deductions✓ Proven hedge against inflationInvestors should seek advice from their own legal, tax and investment counsel before making an investment.

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26Investment Benefits✓ Investors’ do not provide personal guarantees for mortgages✓ Investors’ liability is limited to their investment✓ Investors receive monthly &/or quarterly updates & financials✓ Experienced 3rd party professional management teams✓ Self Directed-IRA qualified allowing use of retirement funds✓ Concentration of investment in Texas and Southeast marketsInvestors should always seek advice from their own legal, tax and investment counsel before making an investment.

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28Fund ParametersPROPERTY OBJECTIVES• 100+ Units Multi-Family • Class “B” & “C” Value Add Multi-Family Acquisitions• Certain Class “A” New ConstructionCASH FLOW/IRR OBJECTIVES• 6%-12%+ Cash on Cash (COC) Stabilized• 10%-20%+ annual IRR• 80%-100%+ 5 Year Total ReturnRETURN OF CAPITAL OBJECTIVES• Refinance or supplemental loan sought within 3 years.• Loan objective 25%-50%+ return of capital• Year 5-6 sell the property or obtain another loan to return investor capital.TAX BENEFITS • Cost Segregation and Bonus Depreciation • Annual Property Depreciation Deductions • Income is Taxed as Passive Rental Income Investors should seek advice from their own legal, tax and investment counsel before making an investment.

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30Investor Reporting• Performance Property Summary• Variance Report• Budget Comparison• Balance Sheet• Trial Balance• One Year Income Statement• Budget Analysis• Cash Flow Statement• General Ledger• Accounts Payable Detail• Lease Aging Report• Rent Roll• Traffic Summary• Market Survey• Bank Reconciliation• Supplemental ReportsInvestors will receive detailed operations reports prepared by the third-party management company either monthly or quarterly. The items provided in each report include:All reports described in the reporting section are provided by third-party property management companies

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STORYClearbrook VillageMemphis, TN 144-Units September 2018$3,350,000$5,800,000114%•Large value-add opportunity•Focused on bringing on professional management team•Property revenue increased from $785K to $1.06MM in 18 months•Rents increased by an average of $139/mo/renovated unit•Property sold in Aug 2021 for $9.15MM•Investors’ money more than doubled in 3 yearsSold August 2021VALUE-ADD ACQUISITION CASE STUDIES33LOCATIONDESCRIPTIONACQUIREDPURCHASE PRICETOTAL 3 YR RETURN %ACTUAL VALUE INCREASEBASED ON CONTRACT PRICEDisclaimer: The case studies shown are properties that are with 3rd party operators REOF-II will be investing with but are not currently owned by REOF-II, LLC.

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STORYLOCATIONDESCRIPTIONACQUIREDPURCHASE PRICETOTAL 4 YR RETURN %ACTUAL VALUE INCREASEBASED ON CONTRACT PRICEPines of LanierGainesville, GA•Highly occupied, Mid-80’s construction property•Negotiation of Avita program provided instant value increase•NOI increased nearly 30% in 2.5 years.•Sold for $17.8MM •Investors’ money was more than doubled in 4 years157-Units July 2018$ 10,440,000$7,360,000100%Sold April 2022VALUE-ADD ACQUISITION CASE STUDIES34Disclaimer: The case studies shown are properties that are with 3rd party operators REOF-II will be investing with but are not currently owned by REOF-II, LLC.

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Park CanyonDalton, GA151-Units July 2018$ 10,268,000$ 12,832,000104%Sold April 2022VALUE-ADD ACQUISITION CASE STUDIES35LOCATIONDESCRIPTIONACQUIREDPURCHASE PRICETOTAL 3 YR RETURN %ACTUAL VALUE INCREASEBASED ON CONTRACT PRICEDisclaimer: The case studies shown are properties that are with 3rd party operators REOF-II will be investing with but are not currently owned by REOF-II, LLC. STORY•Rebuilt 20 units significantly adding value to property•NOI increased nearly 40% in 2 years.•Sold for $23.1MM •Investors’ money was more than doubled in 3 years

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Cypress Creek ApartmentsMt Pleasant, TX• Construction completed October 2016• 100% occupancy February 2021• 120-unit property with 8 garden style buildings• Amenities include club house, resort style pool, workout facility, laundry, playground, volleyball court, and dog park• Investor Returns ~28% IRR STORY120-Units May 2016$ 9,815,000$ 5,935,000140%LOCATIONDESCRIPTIONACQUIREDPURCHASE PRICETOTAL 5 YR RETURN %ACTUAL VALUE INCREASEBASED ON CONTRACT PRICESold June 2021Disclaimer: The case studies shown are properties that are with 3rd party operators REOF-II will be investing with but are not currently owned by REOF-II, LLC. PREVIOUS DEVELOPMENT CASE STUDIES37

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Pine Creek Apartment HomesParis, TX• Completed January 2019• 9 garden style buildings• Lease up completed in June 2019• Occupancy of 98% (May 2021)• Sold June 2021 • Investor Returns ~ 24% IRR STORY136-Units Feb 2018$ 11,940,000$ 7,560,000LOCATIONDESCRIPTIONACQUIREDPURCHASE PRICETOTAL 3 YR RETURN %ACTUAL VALUE INCREASEBASED ON CONTRACT PRICESold June 2021Disclaimer: The case studies shown are properties that are with 3rd party operators REOF-II will be investing with but are not currently owned by REOF-II, LLC. PREVIOUS DEVELOPMENT CASE STUDIES3872%

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Willow Creek ApartmentPalestine, TX• Construction began October 2018 and finished April 2020• 9 garden style buildings• Lease up completed in August 2020• Occupancy of 98% • Sold November 2021• Investor Returns ~14% IRR STORY136-Units 2020$ 15,850,000$ 3,200,00042%LOCATIONDESCRIPTIONACQUIREDPURCHASE PRICETOTAL 3 YR RETURN %ACTUAL VALUE INCREASEBASED ON CONTRACT PRICESold November 2021Disclaimer: The case studies shown are properties that are with 3rd party operators REOF-II will be investing with but are not currently owned by REOF-II, LLC. PREVIOUS DEVELOPMENT CASE STUDIES39

REOF-II Fund Flip

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