Cogent Bay Real Estate Fund 1, LLC (“The Real Estate Fund I,” “The Real Estate Fund,” or “The Fund”) is offering equity participations in the form of “Class B Membership Units” only to a limited number of investors who meet certain qualifications necessary for the offer and sale of the Units to be exempt from registration under state and federal securities laws.

The $100,000,000 in this Round of Financing as sought through this securities offering is to be used as initial and general working capital as necessary to execute the business plans contained herein.  A complete “Sources and Uses Statement” is contained in Exhibit A.

Ten Million (10,000,000) Class B Membership Units are hereby made available to the prospective investor(s) so named on this page as offeree at a per Unit price of $10.00 per unit.

The purchaser of a Unit will become a Class B Unit-holder in the Company with only those rights, duties, and obligations accorded a Class B Unit-holder pursuant to the Company’s Articles of Organization and Operating Agreements, and otherwise in full accordance with the laws of the State of California.