Disclosure Statement

The information contained in this Presentation has been prepared by Headwinds Management (the “Manager”), the sole manager of The Fields at Fall Creek QOZF LLC (the “Company”), and is furnished on a confidential and limited basis for the sole and exclusive purpose of providing general and background information concerning the Company. Any offer, sale or solicitation of securities in the Company will be made only pursuant to the Company’s Subscription Agreement and Disclosure Statement (as amended and/or supplemented from time to time, and including, without limitation, the legends contained therein, the “Subscription Agreement”), and will be subject to the terms and conditions contained therein. This Presentation is qualified in its entirety by reference to the Subscription Agreement.

This Presentation is not intended to be relied upon as investment advice and is not and should not be assumed to be complete. Each recipient of this Presentation acknowledges and agrees that the Company, the Manager and their respective affiliates, members, partners, managers, directors, officers, employees and agents shall have no liability for any misstatement or omission of fact or any opinion expressed herein. The contents of this Presentation are not to be construed as legal, business or tax advice, and each recipient should consult its own attorneys, business advisors and tax advisors as to all legal, business and tax matters. Each recipient further agrees that it will (i) not copy, reproduce or distribute the Presentation, in whole or in part, to any person or party (including any employee of the recipient other than an employee directly involved in monitoring or evaluating an investment in the Company) without the prior written consent of the Manager, (ii) keep permanently confidential all information contained herein not already public and (iii) use the Presentation solely for the purpose set forth in the paragraph above. Each person who has accessed, or received a copy of, the Presentation (or any part thereof) is deemed to have agreed (x) not to reproduce or distribute the Presentation, in whole or in part, except to any employee named in item (i) in the preceding sentence, (y) to return the Presentation to the Manager promptly upon request and (z) to be responsible for any disclosure of the Presentation by such person or any of its employees, agents or representatives.

This Presentation, including the exhibits hereto, contain forward-looking statements that involve risks and uncertainties. Certain statements, including, without limitation, statements containing the words “believe,” “are of the opinion,” “anticipate,” “estimate,” “expect,” and words of similar meaning, are “forward-looking statements.” Forward-looking statements are necessarily based upon certain estimates and assumptions. No assumptions should be construed to be indicative of the actual events which will occur. Actual events are difficult to predict and may depend upon factors that are beyond the Manager’s and the Company’s control. Certain assumptions have been made to simplify the Presentation and, accordingly, actual results may differ, perhaps materially, from those presented. Some important factors which could cause actual results to differ materially from those in any forward-looking statements include, among others, the following: financial, market, economic or legal conditions. Prospective investors should conduct their own analysis, using such assumptions as they deem appropriate, and should fully consider other available information.

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