Legal Disclaimer

IMPORTANT LEGAL DISCLAIMER
(
October 14, 2009)


THIS DOCUMENTS, FILES AND INFORMATION (THE “INFORMATION”) PROVIDED ON THIS PASSWORD-PROTECTED WEBSITE ARE BEING PROVIDED TO YOU SOLELY IN CONNECTION WITH THE PRIVATE PLACEMENT OF LIMITED PARTNERSHIP INTERESTS (THE “INTERESTS”) IN SP4 OFFICE HOLDINGS PREFERRED, L.P., A DELAWARE LIMITED PARTNERSHIP (THE “PREFERRED PARTNERSHIP”).

THE INFORMATION IS HIGHLY CONFIDENTIAL AND MEANT FOR USE ONLY BY THE INTENDED RECIPIENT. THIS MATERIAL IS INTENDED FOR INFORMATIONAL PURPOSES ONLY, DOES NOT CONSTITUTE TAX ADVICE, INVESTMENT ADVICE, OR A RECOMMENDATION, OR AN OFFER OR SOLICITATION OF A SECURITY, AND IS NOT THE BASIS FOR ANY CONTRACT TO PURCHASE OR SELL ANY SECURITY, PROPERTY OR OTHER INSTRUMENT, OR FOR CB RICHARD ELLIS INVESTORS TO ENTER INTO OR ARRANGE ANY TYPE OF TRANSACTION. EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH ITS OWN ATTORNEY AND FINANCIAL AND TAX ADVISERS TO DETERMINE THE CONSEQUENCES OF INVESTING IN THE PREFERRED PARTNERSHIP IN ORDER TO ARRIVE AT ITS OWN EVALUATION OF THE INVESTMENT.

THE INFORMATION IS THE SOLE PROPERTY OF CB RICHARD ELLIS INVESTORS AND ITS AFFILIATES. ACCEPTANCE AND/OR USE OF ANY OF THE INFORMATION CONTAINED IN THIS DOCUMENT INDICATES THE RECIPIENT’S AGREEMENT NOT TO DISCLOSE ANY OF THE INFORMATION CONTAINED HEREIN.

ANY AND ALL VALUATIONS, FINANCIAL AND PERFORMANCE INFORMATION AND ANALYSIS (INCLUDING PROJECTIONS) AND OTHER FUTURE PROJECTIONS ARE BASED ON OUR OWN CALCULATIONS AND ASSUMPTIONS THAT WE DEEM TO BE REASONABLE BUT WHICH MAY DIFFER FROM THOSE PROVIDED BY OTHER PARTIES. THERE IS NO ASSURANCE THAT SUCH VALUATIONS, FINANCIAL/PERFORMANCE INFORMATION AND PROJECTIONS WILL BE ACCURATE OR WILL BE ACHIEVED. CB RICHARD ELLIS INVESTORS DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT SUCH INFORMATION WILL PROVE TO BE ACCURATE.

FOR INFORMATION REGARDING THE PRIVATE PLACEMENT OF INTERESTS, PLEASE CAREFULLY REVIEW THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM AND EXECUTIVE SUMMARY, AS EACH MAY BE AMENDED, RESTATED AND SUPPLEMENTED FROM TIME TO TIME
(THIS “MEMORANDUM”) THAT IS PROVIDED ON THIS WEBSITE. IN THE EVENT OF A DISCREPANCY BETWEEN ANY SUCH ADDITIONAL INFORMATION AND THE INFORMATION PROVIDED ON THIS WEBSITE, THIS MEMORANDUM SHALL CONTROL.

CERTAIN OF THE ECONOMIC, FINANCIAL MARKET AND REAL ESTATE MARKET INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM PUBLISHED SOURCES AND/OR PREPARED BY THIRD PARTIES. WHILE SUCH INFORMATION IS BELIEVED TO BE RELIABLE FOR THE PURPOSES USED HEREIN, NEITHER THE PREFERRED PARTNERSHIP, ITS GENERAL PARTNER NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, MEMBERS, AGENTS OR AFFILIATES ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY OF SUCH INFORMATION.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS; NO REPRESENTATION IS BEING MADE THAT ANY INVESTMENT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED.

THIS INFORMATION PROVIDED ON THIS WEBSITE CONTAINS “FORWARD-LOOKING STATEMENTS” RELATING TO, WITHOUT LIMITATION, FUTURE ECONOMIC PERFORMANCE, PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS AND PROJECTIONS OF REVENUE, AND OTHER FINANCIAL TIMES, WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “MIGHT,” “WILL,” “SHOULD,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “PROJECT,” “BELIEVE” OR “CONTINUE” OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. THE PREFERRED PARTNERSHIP AND ITS GENERAL PARTNER BELIEVE THAT SUCH STATEMENTS ARE BASED UPON REASONABLE ASSUMPTIONS; HOWEVER, “FORWARD LOOKING STATEMENTS” ARE INHERENTLY UNRELIABLE AND ACTUAL RESULTS OF THE PREFERRED PARTNERSHIP MAY DIFFER SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN SUCH “FORWARD-LOOKING STATEMENTS.” FACTORS THAT COULD CAUSE SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS DESCRIBED IN THIS MEMORANDUM. THEREFORE, UNDUE RELIANCE SHOULD NOT BE PLACED ON SUCH “FORWARD-LOOKING STATEMENTS.”

FOR NON-U.S. RESIDENTS

IT IS THE RESPONSIBILITY OF ANY PERSONS WISHING TO PURCHASE INTERESTS TO
SATISFY THEMSELVES AS TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT
JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY SUCH
PURCHASE, INCLUDING COMPLYING WITH ANY GOVERNMENTAL REQUIREMENTS OR
OTHER APPLICABLE FORMALITIES. FOR INFORMATION REQUIRED BY THE SECURITIES
LAWS OF CERTAIN JURISDICTIONS OUTSIDE THE UNITED STATES, SEE EXHIBIT 6 TO THIS MEMORANDUM, WHICH IS INCORPORATED BY REFERENCE.

For information please contact:
Vance Maddocks
(213) 683-4258
vmaddocks@cbreinvestors.com