The Waterstone Medical Center in University Heights

The following describes the principal terms of this offering.  Certain of the terms and conditions described below are subject to important limitations and exceptions.  You should read this Confidential Memorandum and the Limited Liability Company Agreement, Promissory Note and Pledge Agreement in full prior to making any investment.  Terms in capital letters not defined herein are defined in the Limited Liability Company Agreement in Exhibit A. Unless the context indicates otherwise, “you” refers to prospective Investors, and “we,” “our Company,” “the Company,” “our,” and “us” refer to Rock On Cleveland Opportunity Fund II, LLC.

The Issuer

Rock on Cleveland Opportunity Fund II, LLC is a newly formed Ohio limited liability company (the “Fund”).

Our Business

Our business objective is to provide equity investment, bridge or mezzanine lending, and/or traditional short-term financing for the acquisition of commercial real estate projects.  This real estate will be located in the State of Ohio, and may include medical office buildings, commercial buildings and mixed-use buildings including retail and multi-family residential.  Each project must meet our selective criteria for risk and return on investment.

 At this time, we have entered into an agreement for the purchase of a medical office building known as The Waterstone Medical Center located in University Heights, Ohio, and we are engaged in the active pursuit of other properties meeting our investment criteria, in and around Northeast Ohio.   

The Offering

We are offering for sale up to 30 units in the Fund (“Units” or each a “Unit”) at $50,000 per Unit, for a total offering of up to $1,500,000 with a minimum offering of $800,000.  Your investment will be secured by a pledge of the membership interests held by Ned J. Wasserstein, Michael Mintz and Mark B. Schildhouse, principals of the Fund.

Because the Units will be offered without registration and in reliance upon Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and Rule 506 of Regulation D under the Securities Act, you will be required to make representations that, among other things, you are an accredited investor, as defined in Rule 501 of Regulation D of the Securities Act.

Operating Agreement

The company will be subject to the terms of a limited liability company operating agreement (the “Operating Agreement”).