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For Green America December 7, 2014ConfidentialNot To Be Reproduced A BOUT THE O FFERING COURTS OF BV, LLLP,a Delaware limited liability limited partnership is offering for sale, on the terms and conditions set forth in this confidential private placement memorandum (this “Memorandum”), an aggregate of 300limited partnership units (each a “Unit” and collectively, the “Units”) at a price of $10,000 per Unit for an aggregate of $3,000,000 (collectively, the “Offering”). Assuming all of the Units are sold, each Unit will represent an approximate 0.20% interest in the Partnership and collectively the Units represent an approximate 60% interest in the Partnership. References in this Memorandum to “we,” “us,” “our,” or the “Partnership” refer to COURTS OF BV, LLLP. A minimum purchase of one (1) Unit is required from each investor, except that we, in our sole discretion, may sell fractional Units (each a “Fractional Unit” and collectively, the “Fractional Units”), but in no event in an amount of less than one-half (1/2) of one Unit for a purchase price of $5,000 per Fractional Unit. The Units are being offered on an “all or none” basis as to the first 70Units (the “Minimum Number of Units”) and on a “best efforts” basis as to the remaining 230Units (the “Additional Units”). We are offering the Units in reliance on, among others, the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) afforded by Regulation D (“Regulation D”) and Regulation S (“Regulation S”) each as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act. Please refer to “T HE O FFERING A ND P LAN O F D ISTRIBUTION .” Prospective investors in the Units should note that the subscription proceeds from the Offering will be held in escrow pending Closing (as defined below). We plan to have an initial closing(the “First Closing”) as soon as practicable after we have received duly completed and accepted Subscription Agreements (as defined below) and subscription funds for the Minimum Number of Units, at which time the proceeds from accepted subscriptions will be released from escrow and distributed to the Partnership. After the First Closing, we plan to continue the Offering and hold additional closings at such time as we, in our sole discretion, may determine (each, a “Subsequent Closing” and each of the First Closing and any Subsequent Closing, may hereinafter be referred to as a “Closing) until the earliest of (i) the receipt and acceptance of subscriptions for the Offering in an aggregate amount equal to $3,000,000 (the “Maximum Offering”), (ii) suchearlier date that we, in our sole discretion, elect to terminate the Offering, or (iii) March31, 2015, unless extended by us in our sole discretion and without notice for up to an additional ninety (90) days (such date, as so extended, may hereinafter be referred to as the “Offering Termination Date”), at which point we will have a Closing on all accepted subscriptions that we have received since the most recent Subsequent Closing (the “Final Closing”). In the event that the Minimum Number of Units is not sold by the Offering Termination Date the escrowed proceeds will be returned to the subscribers having tendered such proceeds. Please refer to “T HE O FFERING AND P LAN OF D ISTRIBUTION .” The Offering will be limited to those subscribers who areeither (i) in the United States and are “accredited investors,” as defined in Regulation D, or (ii) outside the United States and are not “U.S. Persons” as defined in Regulation S, and who satisfy our investor suitability requirements. Please refer to “T HE O FFERING AND P LAN OF D ISTRIBUTION ” and “I NVESTOR S UITABILITY R EQUIREMENTS .” OfferingProceedsProceedstothePartnership Maximum Offer $3,000,000$3,000,000
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