The Exchange
Building

CONFIDENTIALITY NOTICE. This confidential offering memorandum (“Memorandum”) has been prepared by Silk Road Group, LLC (“Sponsor”) and is intended solely for the use of the party to whom it has been delivered for the purpose of evaluating a potential acquisition of certain floors (Floors 4–8) of the property known as The Exchange Building, located at 9 North Second Street, Memphis, Tennessee 38103 (the “Property”). By accepting this Memorandum, you agree to hold its contents in strict confidence and not to disclose, copy, or distribute it, in whole or in part, to any third party without the prior written consent of the Sponsor.

NO OFFER OR SOLICITATION. This Memorandum is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security or interest in the Property. No offering of securities is being made pursuant to this Memorandum. Any such offering, if made, will be conducted only by means of a definitive offering document and related subscription agreement, and only to qualified investors in compliance with applicable federal and state securities laws.

NOT A SECURITIES OFFERING. The transaction contemplated herein is structured as a direct sale of real property interests. Nothing in this Memorandum should be construed as an offering of securities. To the extent any interest offered hereunder may be deemed a security under federal or state law, no such interest shall be sold or offered for sale absent compliance with all applicable securities laws, including but not limited to registration requirements or valid exemptions therefrom (such as Regulation D, Rule 506(b) or 506(c) under the Securities Act of 1933, as amended).

NO REPRESENTATIONS OR WARRANTIES. The information contained in this Memorandum, including but not limited to financial projections, market data, property descriptions, unit counts, square footage calculations, rent rolls, and pro forma analyses, has been compiled from sources believed to be reliable but has not been independently verified. Sponsor makes no representation or warranty, express or implied, as to the accuracy, completeness, or reliability of any information presented herein. All projections and forward-looking statements are estimates only and are subject to material risks, uncertainties, and contingencies.

INVESTMENT RISKS. Real estate investments involve significant risks, including but not limited to: loss of invested capital; illiquidity; changes in market conditions; environmental liabilities; changes in tax laws, zoning, or regulatory requirements; construction and renovation risks; tenant defaults; and general economic conditions. Prospective investors should consult their own legal, tax, financial, and other professional advisors before making any investment decision.

ACCREDITED INVESTORS. Any investment opportunity that may arise from discussions related to this Memorandum may be limited to “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, or otherwise qualified purchasers under applicable law.

FORWARD-LOOKING STATEMENTS. This Memorandum contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical fact are forward-looking statements. Actual results, performance, or events may differ materially from those expressed or implied by such forward-looking statements. Sponsor is under no obligation to update or revise any forward-looking statements.

GOVERNING LAW. This Memorandum and any disputes arising hereunder shall be governed by the laws of the State of Tennessee. Venue for any legal proceedings shall be in Shelby County, Tennessee.

© 2026 Silk Road Group, LLC. All rights reserved. 9 North Second Street, Memphis, Tennessee 38103.

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