Carnegie Development Inc. (CDJM)

[ANTI-BAGHOLDER]

The Company acquired 99% of the membership interest in each of the following entities from five other entities in exchange for 21,786 Shares of Series I Cumulative Convertible Preferred Stock and Promissory Notes in the original Stated Principal Amount of $9,755,888:



? 126 Villita, LLC, which is developing St. Mary’s Tower in San Antonio, Bexar County, Texas, a 24-story building with steel frame, stucco and glass exterior, with a flat roof; the building, when completed, will have 186,500 net rentable square feet with level 1 for office space, levels 2-6 for parking, level 7 for a pool and social deck, and levels 8-24 including 250 residential units. The building is located on a 0.492-acre tract of land in the city of San Antonio. The budget for the development is $62,100,000.[/b]



? D4AVEG, LLC is developing 280 housing units consisting of 238,968 square feet on 21.68 acres located in Winter Haven, Polk County, Florida. The development budget is $40,770,000 as a non-HUD, multifamily project.



? D4KL, LLC is developing 226 housing units on 16.17 acres of land located in Killeen, Texas. The development budget is $46,900,000.



? Mansions Apartments at Marine Creek LLC is developing 638 housing units on a 54.166-acre tract of land located in Tarrant County, Texas. Construction is in three separate phases, and in each phase, the development budget is approximately $42,000,000.



? Ridgeview Additions LLC is a land development project on a 15.004-acre tract of land located in Venus, Johnson County, Texas, which ultimately will create 54 lots, with an average lot size of 56 feet by 108 feet, for an expected sale price of $955 per front foot ($53,480 per lot).



? Villita Towers LLC is developing 226 multifamily housing units on a 0.35-acre tract of land in San Antonio, Bexar County, Texas, with an estimated loan component of $66,000,000.



All of the foregoing items are in varying stages of development from initial plans to near completion.

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CDJM