redoak_1apos

0001654954-22-000056.txt : 20220104 0001654954-22-000056.hdr.sgml : 20220104 20220104060034 ACCESSION NUMBER: 0001654954-22-000056 CONFORMED SUBMISSION TYPE: 1-A POS PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20220104 DATE AS OF CHANGE: 20220104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Red Oak Capital Intermediate Income Fund, LLC CENTRAL INDEX KEY: 0001817413 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 851676855 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A POS SEC ACT: 1933 Act SEC FILE NUMBER: 024-11274 FILM NUMBER: 22503954 BUSINESS ADDRESS: STREET 1: 625 KENMOOR AVENUE SE STREET 2: SUITE 211 CITY: GRAND RAPIDS STATE: MI ZIP: 49546 BUSINESS PHONE: 6167346099 MAIL ADDRESS: STREET 1: 625 KENMOOR AVENUE SE STREET 2: SUITE 211 CITY: GRAND RAPIDS STATE: MI ZIP: 49546 1-A POS 1 primary_doc.xml 1-A POS LIVE 0001817413 XXXXXXXX 024-11274 Red Oak Capital Intermediate Income Fund, LLC DE 2020 0001817413 6500 85-0855800 0 0 625 Kenmoor Avenue SE Suite 200 Grand Rapids MI 49596 616-734-6099 Rhys James Other 1602765.00 0.00 0.00 0.00 1602765.00 5759.00 1622027.00 1627786.00 25021.00 1602765.00 0.00 18980.00 0.00 25021.00 0.00 0.00 UHY LLP Common 1 000000000 none none 0 000000000 none Senior secured bonds 4234 000000000 none true true Tier2 Audited Debt Y Y N Y N N 0 0 1000.0000 75000000.00 0.00 0.00 0.00 75000000.00 Crescent Securities Group, Inc. 562500.00 UHY LLP 10000.00 Kaplan Voekler Cunningham & Frank PLC 75000.00 Kaplan Voekler Cunningham & Frank PLC 75000.00 114993 74277500.00 true AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY PR false Red Oak Capital Intermediate Income Fund, LLC limited liability company interests 1 1 100 At its formation, Red Oak Capital Intermediate Income Fund, LLC issued one limited liability company interest to Red Oak Capital Participation Fund GP, LLC, its sole member for a cash contribution of $100.00. Red Oak Capital Intermediate Income Fund, LLC relied on the private placement exemption in Section(4)(a)(2) of the Securities Act for the issuance of LLC interests to its sole member. There was no public solicitation. PART II AND III 2 redoak_1apos.htm PART II AND III redoak_1apos

EXPLANATORY NOTE

This Post-Qualification Amendment No. 2, or this Amendment, to the Offering Statement on Form 1-A filed by Red Oak Capital Intermediate Income Fund, LLC on July 21, 2020, as amended (the “Original Filing”), is being filed solely to include certain exhibits previously omitted from the Post-Qualification Amendment No. 1 to the Original Filing. Accordingly, this Amendment consists only of the explanatory note, the signature page to the Form 1-A, the exhibit index and exhibits indicated therein. The Preliminary Offering Circular is unchanged and therefore has been omitted.

PART III - EXHIBITS

EXHIBIT INDEX

Exhibit Number		Exhibit Description

(1)(a)		Managing Broker-Dealer Agreement by and between Crescent Securities Group, Inc. and Red Oak Capital Intermediate Income Fund, LLC*

(1)(b)		First Amendment to Managing Broker-Dealer Agreement by and between Crescent Securities Group, Inc. and Red Oak Capital Intermediate Income Fund, LLC

(2)(a)		Certificate of Formation of Red Oak Capital Intermediate Income Fund, LLC*

(2)(b)		Limited Liability Company Agreement of Red Oak Capital Intermediate Income Fund, LLC*

(3)(a)		Form of Indenture between Red Oak Capital Intermediate Income Fund, LLC and UMB Bank, N.A.*

(3)(b)		Form of Bond*

(3)(c)		Form of Pledge and Security Agreement*

(4)		Subscription Agreement

(11)(a)		Consent of UHY LLP

(11)(b)		Consent of Kaplan, Voekler, Cunningham & Frank PLC**

(12)		Opinion of Kaplan, Voekler, Cunningham & Frank, PLC regarding legality of the Bonds

_____________

* Previously filed

** Included with the legal opinion filed pursuant to item (12)

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grand Rapids of Michigan on January 3rd of 2021.

RED OAK CAPITAL INTERMEDIATE INCOME FUND, LLC

a Delaware limited liability company

By:	Red Oak Capital Participation Fund GP, LLC,
	a Delaware limited liability company
Its:	Sole Member

By:		/s/ Gary Bechtel
Name:		Gary Bechtel
Its:		Manager


By:		/s/ Joseph Elias
Name:		Joseph Elias
Its:		Manager


By:		/s/ Kevin Kennedy
Name:		Kevin Kennedy
Its:		Manager


By:		/s/ Jason Anderson
Name:		Jason Anderson
Its:		Manager


By:		/s/ Raymond Davis
Name:		Raymond Davis
Its:		Manager



By:		/s/ Gary Bechtel
Name:		Gary Bechtel
Its:		Chief Executive Officer
		(Principal Executive Officer)


By:		/s/ Jason Anderson
Name:		Jason Anderson
Its:		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

EX1A-4 SUBS AGMT 3 redoak_ex4.htm SUBSCRIPTION AGREEMENT redoak_ex4

Exhibit 4

RED OAK CAPITAL INTERMEDIATE

INCOME FUND, LLC

SUBSCRIPTION AGREEMENT INSTRUCTION PAGE

We, Red Oak Capital Intermediate Income Fund, LLC (“we,” “our,” “us,” or the “Company”), are offering a maximum of $75,000,000 in the aggregate of our 6.0% senior secured bonds (the “Bonds”) pursuant to the offering circular (the “Offering Circular”) dated December 28, 2020 (the “Offering”). The purchase price per Bond is $1,000, with a minimum purchase amount of $10,000. The Bonds may be purchased solely by subscribers described under “Plan of Distribution – Eligibility to Purchase Bonds” in the Offering Circular.

The Company will conduct closings on the 20th of each month, or, if the if the 20th is not a business day, the next succeeding business day, or the “closing dates,” and each, a “closing date,” until the offering termination, beginning with an initial closing on the 20th of the first month in which we have funds available to close. For all closings, subscription funds will be deposited into a Company bank or brokerage account. Once a subscription has been submitted and accepted by the Company, an investor will not have the right to request the return of its subscription payment prior to the next closing date. If subscriptions are received on a closing date and accepted by the Company prior to such closing, any such subscriptions will be closed on that closing date. If subscriptions are received on a closing date but not accepted by the Company prior to such closing, any such subscriptions will be closed on the next closing date. It is expected that settlement will occur on the same day as each closing date. On each closing date, offering proceeds for that closing will be disbursed to us and Bonds will be issued to investors, or the “Bondholders.” If the Company is dissolved or liquidated after the acceptance of a subscription, the respective subscription payment will be returned to the subscriber.

You may complete your Subscription Agreement online at www.rocxplatform.com. Alternatively, your broker-dealer or registered investment advisor may mail properly completed and executed original documents to the address below for Red Oak Capital Intermediate Income Fund, LLC, c/o Crescent Securities Group, Inc. Payment for Bonds subscribed for in your Subscription Agreement may be made by mailing a check payable to “Red Oak Capital Intermediate Income Fund, LLC” or with a wire using the instructions set forth below:

MAILING ADDRESS		WIRE INSTRUCTIONS

Crescent Securities Group Inc		Red Oak Capital Intermediate Income Fund, LLC
8750 N Central Expy		ABA No: __________________
Suite 750		Acct No: ___________________
Dallas, TX 75231		Beneficiary: Red Oak Capital Intermediate Income Fund, LLC
		Address: __________________
Attention: Red Oak Capital Intermediate Income Fund, LLC		Bank Name: _______________
Phone: (972) 490-0150		Bank Address: _________________
Make checks payable to: Red Oak Capital Intermediate Income Fund, LLC		Bank Phone: _________________
		Swift Code (International Only): ________________

(Please include name, phone and email address in case of questions)

*For IRA Accounts, mail investor signed documents to the IRA Custodian for signatures.

INSTRUCTIONS TO SUBSCRIBERS

Section 1: Indicate investment amount for Bonds.

Section 2: Indicate your method of payment. Make all checks for subscription payments payable to “Red Oak Capital Intermediate Income Fund, LLC.” Wire funds pursuant to the instructions set forth above.

Section 3: Indicate type of ownership.

Section 4: Fill-in all names, addresses, dates of birth, Social Security or Tax ID numbers of all investors or trustees.

Section 5: Indicate distribution option.

Section 6: Indicate if you consent to the electronic delivery of documents.

Section 7: Indicate your qualification for purchasing the Bonds. If you are claiming to be an accredited investor, you must complete

Addendum A.

Section 8: Read each of the acknowledgements and representations. Your signature in Section 9 indicates that you have read Section 8, in its entirety, and the Company may rely on your signature that you understand and/or meet the acknowledgements and representations contained therein.

Section 9: Execute the Subscription Agreement.

NON-CUSTODIAL OWNERSHIP

●

Accounts with more than one owner must have ALL PARTIES SIGN in Section 9.

●

Be sure to attach copies of all plan documents for Pension Plans, Trust or Corporate Partnerships required in Section 3.

CUSTODIAL OWNERSHIP

●

For New IRA/Qualified Plan Accounts, please complete to form/application provided by your custodian of choice in addition to this Subscription Agreement and forward to the custodian for processing.

●

For existing IRA Accounts and other Custodial Accounts, information must be completed BY THE CUSTODIAN.

●

Have all documents signed by the appropriate officers as indicated in the Corporate Resolution (which are also to be included).

(Remainder of page left blank - continues on next page)

SUBSCRIPTION AGREEMENT

Bonds – 6.0% Senior Secured Bonds

Issued by

Red Oak Capital Intermediate Income Fund, LLC

1. Investment (Select only one.)

☐

Initial Investment (minimum initial investment of $10,000 up to any multiple of $1,000)

☐

Additional Investment in this Offering (minimum of $1,000 up to any multiple of $1,000)

Bonds Subscription Amount: $______________

# of Bonds: __________

CUSIP (if any)

If you are making your investment through a broker-dealer or registered investment advisor, please provide the following information related to such broker-dealer or registered investment advisor:

Name of firm: __________________________________________________

Name of individual representative: _____________________________________________________

2. Investment Instructions

☐

By Mail — Checks should be made payable to “Red Oak Capital Intermediate Income Fund, LLC;” or

☐

By Wire Transfer — Forward this Subscription Agreement to the address listed above. Wiring instructions are as set forth below:

Red Oak Capital Intermediate Income Fund, LLC

ABA No: _____________

Acct No: ______________

Beneficiary Name: Red Oak Capital Intermediate Income Fund, LLC

Bank Name: ________

Bank Address: ________________

Bank Phone #: ______________

Bank Swift Code (international only): ______________

☐

Custodial Accounts — Forward this Subscription Agreement directly to the custodian.

3. Type of Ownership (Select only one.)

Non-Custodial Ownership		Custodial Ownership
☐ Individual — One signature required. ☐ Joint Tenants with Rights of Survivorship — All parties must sign. ☐ Community Property — All parties must sign. ☐ Tenants in Common — All parties must sign. ☐ Uniform Gift to Minors Act — State of — Custodian signature required. ☐ Uniform Transfer to Minors Act — State of — Custodian signature required. ☐ Qualified Pension or Profit Sharing Plan — Include plan documents. ☐ Trust — Include title, signature and “Powers of the Trustees” pages. ☐ Corporation — Include corporate resolution, articles of incorporation and bylaws. Authorized signature required. ☐ Partnership — Include partnership agreement. Authorized signature(s) required. ☐ Other (Specify)— Include title and signature pages.		☐ Traditional IRA — Owner and custodian signatures required. ☐ Roth IRA — Owner and custodian signatures required. ☐ Simplified Employee Pension/Trust (SEP) — Owner and custodian signatures required. ☐ KEOGH — Owner and custodian signatures required. ☐ Other — ___________________________________ Owner and custodian signatures required. Custodian Information (To be completed by custodian.)
		Name of Custodian:
		Mailing Address: City: State:
		Zip Code:
		Custodian Tax ID #:
		Custodian Account #:
		Custodian Phone #:

4. Investor Information (You must include a permanent street address even if your mailing address is a P.O. Box.)

Individual/Beneficial Owner: (Please print name(s) to whom Bonds are to be registered.)
First, Middle, Last Name:	Social Security #:
Street Address:	City, State, Zip Code:
Daytime Phone #:	Date of Birth:
Citizenship (If Not a US Citizen, Specify Country):	E-mail Address:

Joint Owner: (If applicable)
First, Middle, Last Name:	Social Security #:
Street Address:	City, State, Zip Code:
Daytime Phone #:	Date of Birth:
Citizenship (If Not a US Citizen, Specify Country):	E-mail Address:

Trust: (Exactly as registered with the IRS)
Name of Trust:	Tax ID #: Date of Trust:
Name(s) of Trustee(s)*:	Name(s) of Beneficial Owner(s)*:
Beneficial Owner(s) Street Address:	City, State, Zip Code:
Social Security #:	Date of Birth:
Occupation:	E-mail Address:

Corporation/Partnership/Other: (Exactly as registered with the IRS)
Name of Entity:	Tax ID #: Date of Entity Formation:
Name(s) of Officer(s), General Partner or Authorized:	Additional Name of Authorized Person (if any):
Legal Street Address:	City, State, Zip Code:

*If there is more than one trustee or beneficial owner, we will require documents for the requested information for each additional trustee and/or beneficial owner.

5. Distribution Options For Non-Qualified Accounts (Select only one.)

I (we) hereby subscribe for the Bond(s) of Red Oak Capital Intermediate Income Fund, LLC and elect the distribution option indicated below (choose one of the three options):

☐

I choose to have distributions mailed to me at the address listed in Section 3.

☐

I choose to have distributions mailed to me at the following address.

☐

I choose to have distributions deposited in a checking, savings or brokerage account.

I authorize the Company or its agent to deposit my distribution to the account indicated below. This authority will remain in force until I notify the Company to cancel it. In the event that the Company deposits funds erroneously into my account, the Company is authorized to debit my account for the amount of the erroneous deposit.

Name of Financial Institution:	Your Bank’s ABA Routing #:
Your Account #:	Name on Account or FBO:
Brokerage Mailing Address:	City, State, Zip Code:
Account Type: ☐ Checking ☐ Savings ☐ Brokerage	City, State, Zip Code:

Please attach a pre-printed, voided check.

The deposit services above cannot be established without a pre-printed, voided check. For Electronic Funds Transfers, the signatures of the bank account owner(s) must appear exactly as they appear on the bank registration. If the registration at the bank differs from that on this Subscription Agreement, all parties must sign below.

_________________________________________________	_____________________________
Signature of Individual/Trustee/Beneficial Owner	Date

_________________________________________________
Printed Name

_________________________________________________	_____________________________
Signature of Joint Owner/Co-trustee	Date

_________________________________________________
Printed Name

Electronic Delivery of Documents (Optional)

☐

In lieu of receiving documents by mail, I authorize the company to make available on its web site at https://rocxplatform.com/ it semi-annual reports, annual reports, or other reports required to be delivered to me, as well as any investment or marketing updates, and to notify me via e-mail when such reports or updates are available. Any investor who elects this option must provide an e-mail address below. Please carefully read the following representations before consenting to receive documents electronically. If you check this box, you represent the following:

(a)

I acknowledge that access to the internet, email and the World Wide Web is required in order to access documents electronically. I may receive by email notification the availability of a document in electronic format. The notification e-mail will contain a web address (or hyperlink) where the document can be found. By entering this address into my web browser, I can view, download and print the document from my computer. I acknowledge that there may be costs associated with the electronic access, such as usage charges from my internet provider and telephone provider, and that these costs are my responsibility.

(b)

I acknowledge that documents distributed electronically may be provided in Adobe’s Portable Document Format (PDF). The Adobe Reader software is required to view documents in PDF. The reader software is available free of charge from Adobe’s web site at www.adobe.com. The Adobe Reader software must be correctly installed on my system before I will be able to view documents in PDF. Electronic delivery also involves risks related to system or network outage that could impair my timely receipt of or access to stockholder communications.

(c)

I acknowledge that I may receive at no cost from the Company a paper copy of any documents delivered electronically by calling my financial advisor.

(d)

I understand that if the e-mail notification is returned to the Company as “undeliverable,” a letter will be mailed to me with instructions on how to update my e-mail address to begin receiving communications via electronic delivery. I further understand that if the Company is unable to obtain a valid e-mail address for me, the Company will resume sending a paper copy of its filings by U.S. mail to my address of record.

(e)

I understand that my consent may be updated or cancelled, including any updates in e-mail address to which documents are delivered, at any time by calling my financial advisor.

E-mail Address: _______________________________________________

7. Investor Eligibility Certifications

I understand that to purchase Bonds, I must either be an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the act, or I must limit my investment in the Bonds to a maximum of: (i) 10% of my net worth or annual income, whichever is greater, if I am a natural person; or (ii) 10% of my revenues or net assets, whichever is greater, for my most recently completed fiscal year, if I am a non-natural person.

I understand that if I am a natural person I should determine my net worth for purposes of these representations by calculating the difference between my total assets and total liabilities. I understand this calculation must exclude the value of my primary residence and may exclude any indebtedness secured by my primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Bonds.

I hereby represent and warrant that I meet the qualifications to purchase Bonds because (please mark one):

☐

I am a natural person, and the aggregate purchase price for the Bonds I am purchasing in the offering does not exceed 10% of my net worth or annual income, whichever is greater.

☐

I am a non-natural person, and the aggregate purchase price for the Bonds I am purchasing in the offering does not exceed 10% of my revenues or net assets, whichever is greater, for my most recently completed fiscal year.

☐

I am an accredited investor.

If you marked that you are an accredited investor, please complete Addendum A, attached hereto, and return it with this Subscription Agreement. If Addendum A is not received with this Subscription Agreement, your subscription will not be accepted.

Investor Acknowledgements and Representations

I understand that the Company reserves the right to, in its sole discretion, accept or reject this subscription, in whole or in part, for any reason whatsoever, and to the extent not accepted, unused funds transmitted herewith shall be returned to the undersigned in full.

I have received the Offering Circular.

I am purchasing the Bonds for my own account.

I agree that my rights and responsibilities relative to my ownership of the Bonds subscribed for in this offering shall be governed (i) by that certain Indenture by and between the Company and UMB Bank, N.A., as trustee, filed as an exhibit to the Offering Circular; and (ii) the Form of Bond filed as an exhibit to the Offering Circular.

I hereby represent and warrant that I am not, and am not acting as an agent, representative, intermediary or nominee for any person identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, I have complied with all applicable U.S. laws, regulations, directives, and executive orders relating to anti-money laundering including but not limited to the following laws: (1) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (2) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001.

By making the foregoing representations you have not waived any right of action you may have under federal or state securities law. Any such waiver would be unenforceable. The company will assert your representations as a defense in any subsequent litigation where such assertion would be relevant. This subscription agreement and all rights hereunder shall be governed by, and interpreted in accordance with, the laws of the State of Delaware without giving effect to the principles of conflict of laws.

8. Investor Signatures

Digital (“electronic”) signatures, often referred to as an “e-signature”, enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Subscription Agreement’s electronic signature include your signing this Agreement below by typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Subscription Agreement will be available to both, you and the Company, as well as any associated brokers, so they can store and access it at any time, and it will be stored and accessible on www.rocxplatform.com. You and the Company each hereby consents and agrees that electronically signing this Subscription Agreement constitutes your signature, acceptance and agreement as if actually signed by you in writing. Further, all parties agree that no certification authority or other third-party verification is necessary to validate any electronic signature; and that the lack of such certification or third-party verification will not in any way affect the enforceability of your signature or resulting contract between you and the Company. You understand and agree that your e-signature executed in conjunction with the electronic submission of this Subscription Agreement shall be legally binding and such transaction shall be considered authorized by you. You agree your electronic signature is the legal equivalent of your manual signature on this Subscription Agreement. You consent to be legally bound by this Subscription Agreement's terms and conditions. Furthermore, you and the Company, each hereby agrees that all current and future notices, confirmations and other communications regarding this Subscription Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in this Subscription Agreement or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients spam filters by the recipients email service provider, or due to a recipient’s change of address, or due to technology issues by the recipients service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.

Your Consent is Hereby Given: By signing this Subscription Agreement electronically, you are explicitly agreeing to receive documents electronically including your copy of this signed Subscription Agreement as well as ongoing disclosures, communications and notices.

(Signature Page Follows)

SIGNATURES:

THE UNDERSIGNED HAS THE AUTHORITY TO ENTER INTO THIS PURCHASER QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT ON BEHALF OF THE PERSON(S) OR ENTITY REGISTERED ABOVE.

_________________________________________________	_____________________________
Signature of Individual/Trustee/Beneficial Owner/Custodian	Date

_________________________________________________
Printed Name

_________________________________________________	_____________________________
Signature of Joint Owner/Co-trustee	Date

_________________________________________________
Printed Name

FIRM ACKNOWLEDGMENT:

_________________________________________________	_____________________________
Signature – Firm Principal	Date

_________________________________________________
Printed Name

_________________________________________________	_____________________________
Signature – Authorized Representative	Date

_________________________________________________
Printed Name

SUBSCRIPTION ACCEPTED:

Red Oak Capital Intermediate Income Fund, LLC

a Delaware limited liability company

By: _________________________________________________

Name: ___________________________________

Its: _________________________________

Dated: ___________________

Addendum A

If you marked that you are an accredited investor as that term is defined in Rule 501 of Regulation D of the Securities Act of 1933, please complete this Addendum A.

If a natural person, I hereby represent and warrant that (mark as appropriate):

(a)

______ I have an individual net worth, or joint net worth with my spouse, of more than $1,000,000, excluding primary residence, see calculation below; or

(b)

______ I have individual income in excess of $200,000 or joint income with my spouse in excess of $300,000, in each of the two most recent years and I have a reasonable expectation of reaching the same income level in the current year.

(c)

______ I am an executive officer or general partner of the Company or a manager or executive officer of the general partner of the Company.

If other than a natural person, I represent and warrant that I am: (mark as appropriate):

(a)

______ an organization described in Section 501(c)(3) of the Internal Revenue Code, as amended, a corporation, Massachusetts or similar business trust, partnership, or organization described in Code Section 501(c)(3), not formed for the specific purpose of acquiring Bonds, with total assets over $5,000,000;

(b)

______ a trust, with total assets over $5,000,000, not formed for the specific purpose of acquiring Bonds and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Bonds as described in Rule 506(b)(2)(ii) under the Securities Act of 1933 (the “Securities Act”)s;.

(c)

______ a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended;

(d)

______ an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or a business development company (as defined in Section 2(a)(48) of the Investment Company Act);

(e)

______ a small business investment company licensed by the Small Business Administration under Section 301(c) or (d) or the Small Business Investment Act of 1958, as amended

(f)

______ an employee benefit plan within the meaning of ERISA, if the investment decision is made by a plan fiduciary (as defined in Section 3(21) of ERISA), which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if such employee benefit plan has total assets over $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors;

(g)

______ a private business development company (as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended);

(h)

______ a bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity, or any insurance company as defined in Section 2(13) of the Securities Act;

(i)

______ a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets of more than $5,000,000; or

(j)

______ an entity (including an Individual Retirement Account) in which all of the equity owners are accredited investors.

Note: For the purposes of calculating your net worth, Net Worth is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the donor or grantor is the fiduciary and the fiduciary directly or indirectly provides funds for the purchase of the Bonds.

EX1A-1 UNDR AGMT 4 redoak_ex1b.htm FIRST AMENDMENT TO MANAGING BROKER-DEALER AGREEMENT BY AND BETWEEN CRESCENT SECURITIES GROUP, INC. AND RED OAK CAPITAL INTERMEDIATE INCOME FUND, LLC redoak_ex1b

Exhibit 1(b)

FIRST AMENDMENT TO

MANAGING BROKER-DEALER/UNDERWRITER AGREEMENT

THIS FIRST AMENDMENT TO MANAGING BROKER-DEALER/UNDERWRITER AGREEMENT (this “First Amendment”) dated as of December 30, 2021, is made by and between Red Oak Capital Intermediate Income Fund, LLC, a Delaware limited liability company (the “Company”), and Crescent Securities Group, Inc., a Texas corporation (“Crescent”).

RECITALS

WHEREAS, the Company and Crescent entered into that certain Managing Broker-Dealer/Underwriter Agreement (the “Original MBD Agreement”), regarding the offering and sale by the Company of Bonds to be issued by the Company.

WHEREAS, the parties hereto wish to amend the Original MBD Agreement as herein provided.

AGREEMENT

NOW, THEREFORE, FOR and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Any defined terms used herein shall have the meaning ascribed to such terms in the Original MBD Agreement.

The Offering shall now include the offer and sale of up to $75,000,000 of Bonds by the Company.

Any reference to the Offering Circular and/or Offering Documents shall also include all amendments and supplements thereto.

Exhibit A to the Original MBD Agreement shall be replaced with Exhibit A to this First Amendment.

This First Amendment may be executed in one or more counterparts, each of which is an original, but all of which shall constitute but one and the same instrument.

This First Amendment contains or expressly incorporates by reference the entire agreement of the parties with respect to the matters contemplated herein and supersedes all prior negotiations or agreements, written or oral, and shall not be modified except by written instrument executed by all parties.

The Original MBD Agreement, as amended herein, is ratified, approved and confirmed.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the day and in the month and year first above written.

Company Name: Red Oak Capital Intermediate Income Fund, LLC

By:	/s/ Gary Bechtel

Name:	Gary Bechtel

Title:	Authorized Signatory

AGREED AND ACCEPTED:

Crescent Securities Group, Inc., a Texas Corporation

By: /s/ Nick Duren

Name: Nick Duren

Title: President

Commission checks to be sent to: Crescent Securities Group, Inc.

8750 N. Central Expressway, Suite 750

Dallas, Texas 75231

EXHIBIT A

Soliciting Dealer Agreement

Ladies and Gentlemen:

The undersigned, Crescent Securities Group, Inc., a Texas corporation (the “Managing Broker-Dealer”), has entered into an agreement (the “MBD Agreement”) with Red Oak Capital Intermediate Income Fund, LLC, a Delaware Limited Liability Company (the “Company”), for the sale of up to 75,000 of bonds (the “Bonds”) to be issued by the Company, pursuant to which the Managing Broker-Dealer has agreed to use its best efforts to form and manage, as the Managing Broker-Dealer, a group of securities dealers (the “Selling Group Members”) for the purpose of soliciting offers for the purchase of the Bonds. The MBD Agreement is attached as Exhibit A. The terms of the Offering and the Bonds are set forth in the Company’s Offering Statement on Form 1-A POS filed with the Securities and Exchange Commission (“SEC”) on December 28, 2021, as amended (together with all exhibits thereto, the “Offering Statement”) and the Final Offering Circular dated , as may be supplemented (the “Offering Circular”). The Bonds will be offered during a period commencing on the date of the Offering Circular and continuing until the Offering Termination Date and all extensions thereof (as defined in the Offering Circular). Terms used but not otherwise defined in this Soliciting Dealer Agreement (this “Agreement”) have the same meanings as in the MBD Agreement.

You are invited to become a Selling Group Member and by your confirmation hereof you agree to act in such capacity and to use your best efforts, in accordance with the following terms and conditions, to find qualified Investors (the “Investors”) for the Bonds. By your acceptance of this Agreement, you will become one of the Selling Group Members and will be entitled to and subject to the indemnification and contribution provisions contained in the MBD Agreement, including the provisions of the MBD Agreement wherein the Selling Group Members severally agree to indemnify and hold harmless the Company and the Managing Broker-Dealer for certain actions.

Selling Group Member Representations.

1.1

You hereby confirm that you (i) are a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”), (ii) are qualified and duly registered to act as a broker-dealer within all states in which you will sell the Bonds, (iii) are a broker-dealer duly registered with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iv) will maintain all such registrations and qualifications in good standing for the duration of your involvement in the Offering. You agree to immediately notify the Managing Broker-Dealer if you cease to be a member of FINRA in good standing.

1.2

You hereby agree to solicit, as an independent contractor and not as the Managing Broker-Dealer's agent, or as an agent of the Company or its affiliates, persons acceptable to the Company to purchase the Bonds pursuant to the Subscription Agreement (the "Subscription Agreement") in the form attached to the Offering Statement on Form 1-A, as amended (the "Offering Statement") of which the Offering Circular is a part and in accordance with the terms of the Offering Circular, and to diligently make inquiries as required by this Agreement, the Offering Circular or applicable law with respect to prospective Investors in order to ascertain whether a purchase of the securities is suitable for the Investor. You shall solicit the purchase of Bonds in a manner that complies with Regulation A promulgated under the Securities Act of 1933, as amended (the "Securities Act") and the rules of FINRA applicable to public offerings. In accordance with the instructions set forth in the Subscription Agreement, all the Subscription Agreements and all funds received by you with respect to any Subscription Agreement shall be transmitted to the Managing Broker-Dealer by noon of the next business day following receipt thereof. No Subscription Agreement shall be effective unless and until accepted by the Company, it being understood that the Company may accept or reject any Investor in its sole discretion and that the Company may terminate the Offering at any time for any reason.

1.3

You understand and agree that your compensation under this Agreement for the sale of Bonds is conditioned upon the Company's acceptance of sales by you, and that the failure to accept a purchase for Bonds shall relieve the Company, the Managing Broker-Dealer or any other party of any obligation to pay you for any services rendered by you in connection with the sale of Bonds under this Agreement or otherwise.

1.4

You agree that before participating in the Offering, you will have reasonable grounds to believe based on information made available to you by the Managing Broker-Dealer and/or the Company through the Offering Circular, that all material facts are adequately and accurately disclosed in the Offering Circular and provide a basis for evaluating the Company and the Bonds.

1.5

You agree not to execute any transaction in which an Investor invests in the Bonds in a discretionary account without prior written approval of the transaction by the Investor and the Managing Broker-Dealer.

1.6

You agree to comply in all respects with the purchase procedures and plan of distribution set forth in the Offering Circular. Further, you agree that although you may receive due diligence and other information regarding the Offering from the Company in electronic form, you will not distribute to any prospective Investor or any other person any such material. All material distributions to prospective Investors shall only be in hard copy form.

1.7

All Subscriptions solicited by you will be strictly subject to confirmation by the Managing Broker-Dealer and acceptance thereof by the Company. The Managing Broker-Dealer and the Company reserve the right in their absolute discretion to reject any such Subscriptions and to accept or reject Subscriptions in the order of their receipt by the Company, as appropriate or otherwise. Neither you nor any other person is authorized to and neither you nor any of your employees, agents or representatives shall give any information or make any representation other than those contained in the Offering Circular or in any supplemental sales literature furnished by the Managing Broker-Dealer or the Company for use in making solicitations in connection with the offer and sale of the Bonds.

1.8

Upon authorization by the Managing Broker-Dealer, you may offer the Bonds at the Offering price set forth in the Offering Circular, subject to the terms and conditions thereof.

1.9

The Company or the Managing Broker-Dealer will provide you with such number of copies of the Offering Circular and such number of copies of amendments and supplements thereto as you may reasonably request. You will be responsible for correctly placing orders of such materials and will reimburse the Company or the Managing Broker-Dealer for any costs incurred in connection with unreasonable or mistaken orders. The Managing Broker-Dealer also understands that the Company may provide you with certain supplemental sales material to be used by you in connection with the solicitation of purchases of the Bonds. If you elect to use such supplemental sales material, you agree that such material shall not be used in connection with the solicitation or purchase of the Bonds unless accompanied or preceded by the Offering Circular, as then currently in effect, and as it may be amended or supplemented in the future.

1.10

The Managing Broker-Dealer shall have full authority to take such action as it may deem advisable with respect to all matters pertaining to the Offering. The Managing Broker-Dealer shall be under no liability to you except for lack of good faith and for obligations expressly assumed by it in this Agreement. Nothing contained in this section is intended to operate as, and the provisions of this section shall not constitute a waiver by you of, compliance with any provision of the Securities Act, the Exchange Act, other applicable federal law, applicable state law or of the rules and regulations thereunder.

1.11

You agree that you will not sell the Bonds to any Investor who has not confirmed to you, in writing, that such Investor meets the suitability requirements set forth in the section captioned “PLAN OF DISTRIBUTION – Determination of Suitability” in the Offering Circular. Nothing contained in this Section 1.11 shall be construed to relieve you of your suitability obligations under FINRA Rule 2111.

1.12

You will instruct all Investors to make their checks payable to Red Oak Capital Intermediate Income Fund, LLC or by wire or electronic funds transfer (via ACH) in accordance to the wiring instructions attached. If you receive a check that does not conform with the foregoing instructions, you shall return such check directly to such subscriber not later than noon of the business day following its receipt.

1.13

You will limit the offering of the Bonds to persons whom you have reasonable grounds to believe, and in fact believe, meet the financial suitability and other Investor requirements set forth in the Offering Circular.

1.14

After the Offering Statement has been filed with the SEC but prior to date the SEC qualifies the Bonds for sale under Regulation A (the "Qualification Date"), you are required to provide each prospective Investor with a copy of the most recent preliminary offering circular contained within the Offering Statement (the "Preliminary Offering Circular"). After the Qualification Date, you are required to provide each prospective Investor with a copy of the final Offering Circular. If a prospective Investor received the Preliminary Offering Circular, then you will be required to deliver to the Investor the final Offering Circular at least 48 hours before such Investor will be permitted to acquire Bonds. If an Investor purchases Bonds within 90 calendar days of the Qualification Date, you will deliver to the Investor, no later than two business days following the completion of such sale, a copy of the final Offering Circular and all exhibits and appendices thereto either by (i) electronic delivery of the final Offering Circular or the uniform resource locator (the "URL") to where the final Offering Circular may be accessed on the SEC's Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"), or (ii) mailing the final Offering Circular and all exhibits and appendices thereto to the Investor at the address indicated in the Subscription Agreement.

1.15

During the course of the Offering, you will advise each prospective Investor at the time of the initial offering to him or her that the Company and/or its agents and consultants will, during the course of the Offering and prior to any sale, accord said Investor and his or her purchaser representative, if any, the opportunity to ask questions of and to receive answers from the Company and/or its agents and consultants concerning the terms and conditions of the Offering and to obtain any additional information, which information is possessed by the Company or may be obtained by it without unreasonable effort or expense and which is necessary to verify the accuracy of the information contained in the Offering Circular.

1.16

You will immediately bring to the attention of the Company and the Managing Broker-Dealer any circumstance or fact which causes you to believe the Offering Circular, or any other literature distributed pursuant to the Offering, or any information supplied to prospective Investors in their purchase materials, may be inaccurate or misleading.

1.17

You agree that in recommending to an Investor the purchase or sale of the Bonds, you shall have reasonable grounds to believe, on the basis of information obtained from the prospective Investor concerning his or her investment objectives, other investments, financial situation and needs, and any other information known by you, that:

1.17.1

The prospective Investor meets the suitability requirements set forth in the Offering Circular and the acquisition of Bonds is otherwise a suitable investment for such Investor as may be required by all applicable laws, rules and regulations;

1.17.2

The prospective Investor is or will be in a financial position appropriate to enable him or her to realize to a significant extent the benefits described in the Offering Circular;

1.17.3

The prospective Investor has a fair market net worth sufficient to sustain the risks inherent in an investment in the Bonds, including, but not limited to, the total loss of the investment, lack of liquidity and other risks described in the Offering Circular; and

1.17.4

An investment in the Bonds is otherwise suitable for the prospective Investor.

1.18

You agree to retain in your records and make available to the Managing Broker-Dealer and to the Company, for a period of at least 6 years following the Offering Termination Date, information establishing that (i) each person who purchases the Bonds pursuant to a Subscription Agreement solicited by you is within the permitted class of Investors under the requirements of the jurisdiction in which such Investor is a resident, (ii) each person met the suitability requirements set forth in the Offering Circular and the Subscription Agreement and (iii) each person is suitable for such investment and the basis on which such suitability determination was made.

1.19

You agree that upon request by the Managing Broker-Dealer, you will furnish a complete list of all persons who have been offered the Bonds (including the corresponding number of the Offering Circular delivered to such persons) and such persons’ place of residence.

1.20

You agree that before executing a purchase transaction in the Bonds, you will inform the prospective Investor and his or her investor representative, if any, of all pertinent facts relating to the liquidity and marketability of the Bonds, as appropriate, during the term of the investment.

1.21

You hereby undertake and agree to comply with all obligations applicable to you as set forth in FINRA rules, including, but not limited to, any new suitability and filing requirements.

1.22

You agree not to rely upon the efforts of the Managing Broker-Dealer in (i) performing due diligence related to the Company (including its members, managers, trustees, officers, directors, employees and Affiliates), the Bonds, or the suitability thereof for any Investors and (ii) determining whether the Company has adequately and accurately disclosed all material facts upon which to provide a basis for evaluating the Company to the extent required by federal law, state law and/or FINRA. You further agree that you are solely responsible for performing adequate due diligence, and you agree to perform adequate due diligence as required by federal law, state law and/or FINRA.

1.23

You will refrain from making any representations to any prospective Investor other than those contained in the Offering Circular, and will not allow any other written materials to be used to describe the potential investment to prospective Investors other than the Offering Circular or factual summaries and sales brochures of the Offering prepared by the Company and distributed by the Managing Broker-Dealer.

1.24

You will refrain from distributing any material to prospective Investors that is marked “Financial Advisor Use Only” or “Broker-Dealer Use Only,” or any other due diligence material related to the Offering received by you.

1.25

The Selling Group Member hereby represents and warrants as of the date of this Agreement to the Managing Broker-Dealer and to the Company that neither the Selling Group Member nor any of its executive officers, directors, general partners, managing members, or officers involved in the offering or persons who own 20% or more of the Selling Group Member or any person receiving a commission from the Selling Group Member with respect to the Offering:

1.25.1

Has been convicted, within 5 years of the Qualification Date of any felony or misdemeanor that was:

(a)

In connection with the purchase or sale of any security;

(b)

Involving or making of any false filing with the SEC; or

(c)

Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of investors of securities.

1.25.2

Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before the Qualification Date that restrains or enjoins such person from engaging or continuing in any conduct or practice:

(a) In connection with the purchase or sale of any security;

(b) Involving the making of any false filing with the SEC; or

(d)

Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of investors of securities.

1.25.3

Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that:

(a)

As of the Qualification Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities.

(b)

Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within ten years before the Qualification Date.

1.25.4

Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Exchange Act or section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) that, at the time of such sale:

(a)

Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor;

(b)

Places limitations on the activities, functions or operations of such person; or

(c)

Bars such person from being associated with any entity or from participating in the offering of any penny stock.

1.25.5

Is subject to any order of the SEC entered within 5 years before the Effective Date, as of the date hereof, that orders the person to cease and desist from committing or causing a violation or future violation of:

(a)

Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or

(b) Section 5 of the Securities Act.

1.25.6

Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;

1.25.7

Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of the Qualification Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, at the time of such sale, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued.

1.25.8

Is subject to a United States Postal Service false representation order entered within 5 years before the Qualification Date, or is, at the Qualification Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. The representations and warranties made in this Section 1.24 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties becomes untrue, the Selling Group Member will immediately notify the Managing Broker-Dealer in writing of the fact which makes the representation or warranty untrue.

1.26

You acknowledge that this Offering is being made in reliance on Regulation A promulgated under the Securities Act and that the Company is relying on a certification from you that a potential Investor meets with the suitability requirements set forth in the Offering Circular.

1.27

You will provide the Managing Broker-Dealer with such information relating to the offer and sale of the Bonds by you as the Managing Broker-Dealer may from time to time reasonably request.

1.28

You agree not to rely upon the efforts of the Managing Broker-Dealer in determining whether the Company has adequately and accurately disclosed all material facts upon which to provide a basis for evaluating the Company to the extent required by federal or state law, or FINRA. You further agree to conduct your own investigation to make that determination independent of the efforts of the Managing Broker-Dealer.

1.29

You agree to promptly provide to the Managing Broker-Dealer copies of any written or otherwise documented complaints from customers received by you relating in any way to the Offering (including, but not limited to, the manner in which the Bonds are offered by you.

Compensation. Subject to certain conditions, and in consideration of your services hereunder, the Managing Broker-Dealer will pay you sales commissions and marketing allowances as follows:

2.1

You will be reallowed certain fees by the Managing Broker-Dealer in an amount equal to -[__]% of the purchase price of the Bonds sold by you ("Compensation").

2.2

[Intentionally Omitted].

2.3

Payment of the Commissions and the Allowances shall be subject to the following conditions:

(a)

No Commissions or Allowances will be payable with respect to any Subscription Agreements that are rejected by the Company or the Managing Broker-Dealer, or if the Company terminates the Offering for any reason whatsoever.

(b)

No Commissions or Allowances will be payable to you with respect to any sale of the Bonds by you unless and until such time as the Company has received the total proceeds of any such sale and the Managing Broker-Dealer has received the aggregate amount of sales commission to which it is entitled.

(c)

All other expenses incurred by you in the performance of your obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys’ fees, shall be at your sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason.

2.4

Once Commissions or Allowances become payable, they will be paid within 7 days of receipt by the Managing Broker-Dealer of such Commissions or Allowances from the Company. You agree that, in the event the Company has paid any Commissions or Allowances to the Managing Broker-Dealer, you will look solely to the Managing Broker-Dealer for payment of any Commissions or Allowances.

2.5

In the event that a purchase is revoked or rescinded, the Selling Group Member will be obligated to return to the Managing Broker-Dealer any Commissions or Allowances previously paid to the Selling Group Member in connection with such purchase.

3. Solicitation.

3.1

In soliciting persons to acquire the Bonds, you agree to comply with any applicable requirements of the Securities Act, the Exchange Act, applicable state securities laws, the published rules and regulations thereunder and FINRA rules and, in particular, you agree that you will not give any information or make any representations other than those contained in the Offering Circular and in any supplemental sales literature furnished to you by the Managing Broker-Dealer or the Company for use in making such solicitations.

3.2

You will conduct all solicitation and sales efforts in conformity with Regulation A promulgated under the Securities Act, and exemptions available under applicable state law and conduct reasonable investigation to ensure that all prospective Investors are not (i) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury (“OFAC”) pursuant to Executive Order No. 133224, 66 Fed. Reg. 49079 (September 25, 2001) and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable enabling legislation or other Executive Orders in respect thereof (such lists are collectively referred to as “Lists”) or (ii) owned or controlled by, nor act for or on behalf of, any person or entity on the Lists.

Offer and Sale Activities. It is understood that under no circumstances will you engage in any activities hereunder in any state other than those for which permission has been granted by the Managing Broker-Dealer to you, as evidenced by written acknowledgement by the Managing Broker-Dealer that such state has been cleared for offer and sale activity. It is further understood that you shall notify the Company of Subscription Agreements you receive within 2 business days of receipt so that the Company may make any required federal or state law filings.

Relationship of Parties. Nothing contained herein shall constitute the Selling Group Members as an association, partnership, unincorporated business, or other separate entity. The Managing Broker-Dealer shall be under no liability to make any payment to you except out of the funds received pursuant to the terms of the Managing broker-Dealer Agreement as hereinabove provided, and the Managing Broker-Dealer shall not be under any liability for, or in respect of the value or validity of the Subscription Agreements, the Bonds or the performance by anyone of any agreement on its part, or for, or in respect of any matter connected with this Agreement, except for lack of good faith by the Managing Broker-Dealer, and for obligations expressly assumed by the Managing Broker-Dealer in this Agreement.

Indemnification and Contribution. You hereby agree and acknowledge that you shall be entitled to the rights, and be subject to the obligations and liabilities, of the indemnification and contribution provisions contained in the MBD Agreement, including without limitation, the provisions by which the Selling Group Members shall severally agree to indemnify and hold harmless the Company and the Managing Broker-Dealer and their respective owners, managers, members, trustees, partners, directors, officers, employees, agents, attorneys and accountants.

Privacy Act. To protect Customer Information (as defined below) and to comply as may be necessary with the requirements of the Gramm-Leach-Bliley Act, the relevant state and federal regulations pursuant thereto and state privacy laws, the parties wish to include the confidentiality and non-disclosure obligations set forth herein.

7.1

Customer Information. “Customer Information” means any information contained on a customer’s application or other form and all nonpublic personal information about a customer that a party receives from the other party. Customer Information shall include, but not be limited to, name, address, telephone number, social security number, health information and personal financial information (which may include consumer account number).

7.2

Usage and Nondisclosure. The parties understand and acknowledge that they may be financial institutions subject to applicable federal and state customer and consumer privacy laws and regulations, including Title V of the Gramm-Leach-Bliley Act (15 U.S.C. 6801, et seq.) and regulations promulgated thereunder (collectively, the “Privacy Laws”), and any Customer Information that one party receives from the other party is received with limitations on its use and disclosure. The parties agree that they are prohibited from using the Customer Information received from the other party other than (i) as required by law, regulation or rule or (ii) to carry out the purposes for which one party discloses Customer Information to the other party pursuant to this Agreement, as permitted under the use in the ordinary course of business exception to the Privacy Laws.

7.3

Safeguarding Customer Information. The parties shall establish and maintain safeguards against the unauthorized access, destruction, loss, or alteration of Customer Information in their control which are no less rigorous than those maintained by a party for its own information of a similar nature. In the event of any improper disclosure of any Customer Information, the party responsible for the disclosure will immediately notify the other party.

7.4

Survivability. The provisions of Section 6 and this Section 7 shall survive the termination of this Agreement.

Survival of Representations and Warranties. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement and in the applicable provisions of the MBD Agreement shall be deemed to be representations, warranties and agreements at and through the Offering Termination Date, and such representations, warranties and agreements by the Managing Broker-Dealer or the Selling Group Members, including the indemnity agreements contained in Sections 10, 11 and 12, the contribution agreements contained in Section 13 and the representations and warranties contained in Section 2.6 of the MBD Agreement shall remain operative and in full force and effect regardless of any investigation made by the Managing Broker-Dealer, the Selling Group Members and/or any controlling person, and shall survive the sale of, and payment for, the Bonds and the termination of this Agreement.

Termination. The Selling Group Member will suspend or terminate the Offering upon request of the Company or the Managing Broker-Dealer at any time and will resume the Offering upon the subsequent request of the Company or the Managing Broker-Dealer. This Agreement may be terminated by the Managing Broker-Dealer or a Selling Group Member at any time upon 5 days written notice to the other party. If this Agreement is terminated the Selling Group Member is still obligated to fulfill its delivery requirements pursuant to Section 1.14.

10.

Managing Broker-Dealer Obligations.

10.1

Notifications. The Managing Broker-Dealer shall provide prompt written notice to the Selling Group Members of any material changes to the Offering Circular that in its judgment could materially and adversely affect a Selling Group Member with respect to this Offering.

10.2

Records. The Managing Broker-Dealer shall retain in its records and make available to the Selling Group Members, for a period of at least 6 years following the Offering Termination Date, any communications and information with respect to a prospective Investor that has otherwise not been provided to a Selling Group Member.

10.3

[Reserved]

10.4

Confirmation. The Managing Broker-Dealer hereby acknowledges that it has assumed the duty to confirm on behalf of the Selling Group Members all orders for purchases of Bonds accepted by the Company. Such confirmations will comply with the rules of the SEC and FINRA and will comply with the applicable laws of such other jurisdictions to the extent that the Managing Broker-Dealer is advised of such laws in writing by the Selling Group Member.

11.

Governing Law. This Agreement shall be governed by, subject to and construed in accordance with the laws of the State of Texas without regard to conflict of law provisions.

12.

Venue. Any action relating to or arising out of this Agreement shall be brought only in a court of competent jurisdiction located in Dallas County, Texas.

13.

Severability. If any portion of this Agreement shall be held invalid or inoperative, then so far as is reasonable and possible (i) the remainder of this Agreement shall be considered valid and operative and (ii) effect shall be given to the intent manifested by the portion held invalid or inoperative.

14.

Counterparts. This Agreement may be executed in 2 or more counterparts, each of which shall be deemed to be an original, and together which shall constitute one and the same instrument.

15.

Modification or Amendment. This Agreement may not be modified or amended except by written agreement executed by the parties hereto.

16.

Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and, (i) if sent to the Managing Broker-Dealer, shall be mailed or delivered to Crescent Securities Group, Inc., 8750 N. Central Expressway, Suite 750, Dallas, Texas 75231, Attn: Nick Duren, (ii) if sent to the Company, Red Oak Capital Intermediate Income Fund, 625 Kenmoor Ave. Suite 211, Grand Rapids, MI 49546, Attention: CFO (iii) if sent to you, shall be mailed or delivered to you at your address set forth below. The notice shall be deemed to be received on the date of its actual receipt by the party entitled thereto.

17.

Parties. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto, the persons referred to in Sections 10, 11, 12 and 13 of the MBD Agreement, their respective successors, legal representatives, heirs and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under, in respect of, or by virtue of, this Agreement or any provision herein contained.

18.

Delay. Neither the failure nor any delay on the part of any party to this Agreement to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any subsequent occurrence.

19.

Recovery of Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding (and any additional proceeding for the enforcement of a judgment) in addition to any other relief to which it or they may be entitled.

20.

Entire Agreement. This Agreement, along with the applicable provisions of the MBD Agreement, constitute the entire understanding between the parties hereto and supersede any prior understandings or written or oral agreements between them respecting the subject matter hereof.

21.

Anti-Money Laundering Compliance Programs. Each Selling Group Member’s acceptance of this Agreement constitutes a representation to the Managing Broker-Dealer that the Selling Group Member has established and implemented an anti-money laundering (“AML”) compliance program (“AML Program”), in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of Bonds. In addition, the Selling Group Member represents that it has established and implemented a program (“OFAC Program”) for compliance with OFAC and will continue to maintain its OFAC Program during the term of this Agreement. Upon request by the Managing Broker-Dealer at any time, the Selling Group Member hereby agrees to (i) furnish a copy of its AML Program and OFAC Program to the Managing Broker-Dealer for review and (ii) furnish a copy of the findings and any remedial actions taken in connection with the Selling Group Member’s most recent independent testing of its AML Program and/or its OFAC Program.

The parties acknowledge that for the purposes of the FINRA rules the Investors who purchase Bonds through the Selling Group Member are “Customers” of the Selling Group Member and not the Managing Broker-Dealer. Nonetheless, to the extent that the Managing Broker-Dealer deems it prudent, the Selling Group Member shall cooperate with the Managing Broker-Dealer’s auditing and monitoring of the Selling Group Member’s AML Program and its OFAC Program by providing, upon request, information, records, data and exception reports, related to the Company’s Investors introduced to, and serviced by, the Selling Group Member (the “Customers”). Such documentation could include, among other things: (i) copies of Selling Group Member’s AML Program and its OFAC Program, (ii) documents maintained pursuant to the Selling Group Member’s AML Program and its OFAC Program related to the Customers, (iii) any suspicious activity reports filed related to the Customers, (iv) audits and any exception reports related to the Selling Group Member’s AML activities and (v) any other files maintained related to the Customers. In the event that such documents reflect, in the opinion of the Managing Broker-Dealer, a potential violation of the Managing Broker-Dealer’s obligations in respect of its AML or OFAC requirements, the Selling Group Member will permit the Managing Broker-Dealer to further inspect relevant books and records related to the Customers (with respect to the Offering) and/or the Selling Group Member’s compliance with AML or OFAC requirements. Notwithstanding the foregoing, the Selling Group Member shall not be required to provide to the Managing Broker-Dealer any documentation that, in the Selling Group Member’s reasonable judgment, would cause the Selling Group Member to lose the benefit of attorney-client privilege or other privilege which it may be entitled to assert relating to the discoverability of documents in any civil or criminal proceedings. The Selling Group Member hereby represents that it is currently in compliance with all AML rules and all OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act. The Selling Group Member hereby agrees, upon request by the Managing Broker-Dealer to (i) provide an annual certification to the Managing Broker-Dealer that, as of the date of such certification (A) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (B) it has continued to implement its AML Program and its OFAC Program and (C) it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act and (ii) perform and carry out, on behalf of both the Managing Broker-Dealer and the Company, the Customer Identification Program requirements in accordance with Section 326 of the USA PATRIOT Act and applicable SEC and Treasury Department Rules thereunder.

22.

Due Diligence. Pursuant to the MBD Agreement, the Company will authorize a collection of information regarding the Offering (the "Due Diligence Information"), which collection the Company may amend and supplement from time to time, to be delivered by the Managing Broker-Dealer to the Selling Group Member (or their agents performing due diligence) in connection with its due diligence review of the Offering. In the event the Selling Group Member (or its agent performing due diligence) requests access to additional information or otherwise wishes to conduct additional due diligence regarding the Offering, the Company, the Company's sponsor or the sponsor's affiliates, the Company and the Managing Broker-Dealer will reasonably cooperate with the Selling Group Member to accommodate such request. All Due Diligence Information received by the Selling Group Member in connection with its due diligence review of the Offering is confidential and shall be maintained as confidential and not disclosed by the Selling Group Member, except to the extent such information is disclosed in the Offering Circular.

23.

Managing Broker-Dealer Representations. The Managing Broker-Dealer hereby represents and warrants as of the Qualification Date to the Selling Group Member that neither the Managing Broker-Dealer nor any of its executive officers, directors, general partners, managing members, or officers involved in the offering or persons who own 20% or more of the Managing Broker-Dealer:

23.1

Has been convicted, within 10 years of the Qualification Date of any felony or misdemeanor that was:

23.1.1

In connection with the purchase or sale of any security;

23.1.2

Involving or making of any false filing with the SEC; or

23.1.3

Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of investors of securities.

23.2

Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before the Qualification Date, which restrains or enjoins such person from engaging or continuing in any conduct or practice:

23.2.1 In connection with the purchase or sale of any security;

23.2.2 Involving the making of any false filing with the SEC; or

23.2.3

Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of investors of securities.

23.3

23.3.1

As of the Qualification Date, bars the person from:

(a)

Association with an entity regulated by such commission, authority, agency or officer;

(b) Engaging in the business of securities, insurance or banking; or

23.3.2 Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before the Qualification Date.

23.4

Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Exchange Act or section 203(e) or (f) of the Investment Advisers Act that, as of the Qualification Date:

23.4.1

Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor;

23.4.2

Places limitations on the activities, functions or operations of such person; or

23.4.3

Bars such person from being associated with any entity or from participating in the offering of any penny stock.

23.5

Is subject to any order of the SEC entered within 5 years before the Qualification Date that, as of the date hereof, orders the person to cease and desist from committing or causing a violation or future violation of:

23.5.1

23.5.2

Section 5 of the Securities Act.

23.6

23.7

Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or offering statement filed with the SEC that, within 5 years of the Qualification Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of the Qualification Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued.

23.8

The representations and warranties made in this Section 23 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties becomes untrue, the Managing Broker-Dealer will immediately notify the Selling Group Member in writing of the fact which makes the representation or warranty untrue.

24.

Electronic Delivery of Information; Electronic Processing of Subscriptions. Pursuant to the MBD Agreement, the Company has agreed to confirm all orders for the purchase of Bonds accepted by the Company. In addition, the Company, the Managing Broker-Dealer and/or third parties engaged by the Company or the Managing Broker-Dealer may, from time to time, provide to the Selling Group Member copies of Company Investor letters, annual reports and other communications provided to the Company Investors. The Selling Group Member agrees that, to the extent practicable and permitted by law, all confirmations, statements, communications and other information provided to or from the Company, the Managing Broker-Dealer, the Selling Group Member and/or their agents or customers may be provided electronically, as a preference but not as a requirement.

With respect to Bonds held through custodial accounts, the Selling Group Member agrees and acknowledges that to the extent practicable and permitted by law, all confirmations, statements, communications and other information provided from the Company, the Managing Broker-Dealer and/or their agents to Company interest holders may be provided solely to the custodian that is the registered owner of the Bonds, rather than to the beneficial owners of the Bonds. In such case it shall be the responsibility of the custodian to distribute the information to the beneficial owners of Bonds.

The Selling Group Member agrees and acknowledges that the Managing Broker-Dealer may, as a preference but not as a requirement, use an electronic platform to process purchases, including but not limited to the Depository Trust Company (DTC) model. If an electronic platform is used, the Selling Group Member agrees to cooperate with the processing of purchases through such an electronic platform if reasonably practical.

25.

Third Party Beneficiaries. The Company and its affiliates, successors and assigns shall be express third party beneficiaries of Section 1 of this Agreement.

26.

Successors and Assigns. No party shall assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other party. This Agreement shall be binding upon the Managing Broker-Dealer and Selling Group Member and their respective successors and permitted assigns.

Please confirm this Agreement to solicit persons to acquire the Bonds on the foregoing terms and conditions by signing and returning the form enclosed herewith.

Very truly yours,

CRESCENT SECURITIES GROUP, INC., a

Texas Corporation

By:

Name:

Nick Duren

Title:

President

CRESCENT SECURITIES GROUP, INC.

8750 N. Central Expressway, Suite 750

Dallas, Texas 75231

Re: Offering of Bonds in ___________________________________

Ladies and Gentlemen:

The undersigned confirms its agreement to act as a Selling Group Member as referred to in the foregoing Soliciting Dealer Agreement, subject to the terms and conditions of such Agreement. The undersigned confirms that it is a member in good standing of the Financial Industry Regulatory Authority, Inc., and is qualified under federal law and the laws of the states in which sales are to be made by the undersigned to act as a Selling Group Member.

Dated: _____________________, 20__

(Print Name of Firm)

By: ___________________________________

(Authorized Representative)

Address: ___________________________________

___________________________________

Taxpayer Identification Number:

___________________________________

Firm CRD Number:

Firm is registered in the following states:

☐ Alabama	☐ Montana
☐ Alaska	☐ Nebraska
☐ Arizona	☐ Nevada
☐ Arkansas	☐ New Hampshire
☐ California	☐ New Jersey
☐ Colorado	☐ New Mexico
☐ Connecticut	☐ New York
☐ Delaware	☐ North Carolina
☐ Florida	☐ North Dakota
☐ Georgia	☐ Ohio
☐ Hawaii	☐ Oklahoma
☐ Idaho	☐ Oregon
☐ Illinois	☐ Pennsylvania
☐ Indiana	☐ Rhode Island
☐ Iowa	☐ South Dakota
☐ South Carolina	☐ Tennessee
☐ Kansas	☐ Texas
☐ Kentucky	☐ Utah
☐ Louisiana	☐ Vermont
☐ Maine	☐ Virginia
☐ Maryland	☐ Washington
☐ Massachusetts	☐ West Virginia
☐ Michigan	☐ Wisconsin
☐ Minnesota	☐ Wyoming
☐ Mississippi
☐ Missouri

EXHIBIT A

MBD AGREEMENT

EX1A-11 CONSENT 5 redoak_ex11a.htm CONSENT OF UHY LLP redoak_ex11a

Exhibit 11(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Offering Statement on Form 1-A POS (File No. 024-11274) of our report dated April 30, 2021, relating to the financial statements of Red Oak Capital Intermediate Income Fund, LLC as of December 21, 2020, and for the period from June 24, 2020 (date of formation) to December 31. 2020. We also consent to the reference to us under the heading “Independent Auditors” in such Offering Statement.

/s/ UHY LLP

Farmington Hills, Michigan

January 3, 2022

EX1A-12 OPN CNSL 6 redoak_ex12.htm OPINION OF KAPLAN, VOEKLER, CUNNINGHAM & FRANK, PLC REGARDING LEGALITY OF THE BONDS redoak_ex12

Exhibit 12

Direct Dial: 804.823.4000

Direct Fax: 804.823.4099

January 3, 2021

Red Oak Capital Intermediate Income Fund, LLC

625 Kenmoor Avenue SE, Suite 200

Grand Rapids, Michigan 49546

RE: Red Oak Capital Intermediate Income Fund, LLC – Bonds

Ladies and Gentlemen:

We have acted as counsel to you in connection with the preparation and filing by you of an Offering Statement on Form 1-A (File No. 024-11274) dated December 28, 2021 (as amended, the “Offering Statement”) under the Securities Act of 1933, as amended (the “Act”) and Regulation A promulgated thereunder, with respect to the qualification of $75,000,000 of 6.0% senior secured bonds (the “Bonds”) of Red Oak Capital Intermediate Income Fund, LLC (the “Company”).

This opinion letter is being delivered in accordance with the requirements of Item 17 of Form 1-A under the Securities Act.

In rendering the opinions expressed below, we have acted as counsel for the Company and have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of (i) the Offering Statement, (ii) the Indenture between the Company, as obligor and UMB Bank, N.A., as trustee (the “Trustee”) filed as Exhibit 3(a) to the Offering Statement (the “Indenture”), (iii) the form of Bond filed as Exhibit 3(c) to the Offering Statement, (iv) the preliminary offering circular contained within the Offering Statement, (v) the relevant Company filings with the Delaware Secretary of State, (vi) the Company Opinion Certificate and (vii) the operating agreements and such other documents and records of the Company and Red Oak Capital Participation Fund GP, LLC, a Delaware limited liability company and the Company's manager, certificates of public officials and representatives of the Company, resolutions and forms of resolutions and other documents and have examined such questions of law and have satisfied ourselves to such matters of fact, as we have deemed necessary or appropriate as a basis for the opinions set forth herein. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, and the legal capacity of all natural persons. We have also assumed the conformity with the original documents of any copies thereof submitted to us for our examination and the authenticity of the originals of such documents.

Based on the foregoing, we are of the opinion that the Bonds are duly and validly authorized for issuance and, upon the due execution, authentication and issuance of the Bonds as contemplated by the form of Indenture, the Offering Statement and the offering circular contained therein, and upon payment and delivery of the Bonds as contemplated by the Offering Statement, the Bonds will be: (i) validly issued, fully paid and non-assessable; and (ii) valid and binding obligations of the Company.

The foregoing opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) general principles of equity (whether considered in a proceeding in equity or at law); and (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy. We express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws, and we express no opinion with respect to whether acceleration of the Bonds may affect the collectability of any portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon.

We assume for purposes of this opinion that the Company will remain duly organized, validly existing and in good standing under Delaware law.

To the extent that the obligations of the Company under an Indenture may be dependent thereon, we assume for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that, when executed, the Indenture will have been duly authorized, executed and delivered by the Trustee and will constitute a legally valid, binding and enforceable obligation of the Trustee, enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally and with respect to acting as Trustee under the Indenture, with all applicable laws and regulations; and that the Trustee will have the requisite organizational and legal power and authority to perform its obligations under the Indenture.

We consent to the use of this opinion as an exhibit to the Offering Statement and to the reference to our name under the heading “LEGAL MATTERS” in the Offering Statement.

Very truly yours,

/s/ KVCF

Kaplan Voekler Cunningham & Frank PLC

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