AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR DATED FEBRUARY 10, 2023

RAYVEN PROPERTIES, LLC

1759 Oceanside Blvd., Suite C506, Oceanside, CA 92054 

(619) 535-1632

10% PROMISSORY NOTES 

MAXIMUM OFFERING AMOUNT: $75,000,000

Rayven Properties, LLC, a Delaware limited liability company (the “Company”), is offering up to $75,000,000 (the “Maximum Offering Amount”) of its 10% Promissory Notes (the “Notes”) described in this offering circular (the “Offering Circular”) with a minimum amount of $250.00 (the “Offering”). For more information on the terms of Notes being offered, please see the “Securities Being Offered” section of this Offering Circular. The proceeds from this Offering will be used primarily to purchase commercial real estate to effect the Company’s business plan, as well as for general corporate purposes of the Company, including covering the costs related to this Offering.

The Notes will be offered and sold on a continuous basis directly through the Company’s website at www.joinrayven.com. The aggregate initial offering price of the Notes will not exceed $75,000,000 in any 12-month period, and there is no minimum number of Notes that need to be sold as a condition of closing this Offering. This offering is being conducted on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold in this Offering. The Company has engaged Dalmore Group, LLC to act as its broker-dealer of record in connection with this offering. See “Plan of Distribution” in this Offering Circular.

To the extent that the Company’s officers and directors make any communications in connection with this offering they intend to conduct such efforts in accordance with an exemption from registration contained in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, none of them is required to register as a broker-dealer. See “Plan of Distribution” in this Offering Circular.

The approximate date of the commencement of the proposed sales to the public of the Notes will be within two calendar days from the date on which the Offering is qualified by the Securities and Exchange Commission (the “SEC”) and on a continuous basis thereafter until the maximum number of Notes offered hereby is sold. The minimum purchase is $250.00 (or one Note). Funds received by us will not be placed in escrow, and we may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be made available to us. After the initial closing of this Offering, we expect to hold closings on at least a monthly basis. All offering expenses will be paid out of the proceeds of this Offering. The termination of the Offering will occur on the earlier of (i) the date that subscriptions for the Notes offered hereby equal $75,000,000 or (ii) an earlier date determined by the Company in its sole discretion.

No public market has developed nor is expected to develop for Notes, and we do not intend to list Notes on a national securities exchange or interdealer quotational system.

We are governed by the terms of our Limited Liability Company Operating Agreement, and are managed by Rayven Manager, LLC, a Delaware limited liability corporation, under the terms of a Management Agreement. See “Our Limited Liability Company Operating Agreement” and “Our Business -- Management Agreement with Rayven Manager, LLC.

This Offering is being made pursuant to Tier 2 of Regulation A, promulgated under the Securities Act of 1933, as amended.

Investing in our securities involves a high degree of risk, including the risk that you could lose all of your investment. Please read the section entitled “Risk Factors” beginning on page 13 of this Offering Circular about the risks you should consider before investing.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act,” and, as such, have elected to comply with certain reduced public company reporting requirements. See “Offering Circular Summary—Implications of Being an Emerging Growth Company Status.”

THE SEC DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”); HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Company is following the “Offering Circular” format of disclosure under Regulation A.

The date of this Offering Circular is          , 2023

In the event that we become a reporting company under the Securities Exchange Act of 1934, we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Offering Circular Summary -- Implications of Being an Emerging Growth Company.”

TABLE OF CONTENTS

The information contained on, or accessible through, the Company’s website at www. joinrayven.com is not part of, and is not incorporated by reference in, this Offering Circular.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

OFFERING CIRCULAR SUMMARY

This summary highlights certain information about us and this offering contained elsewhere in this Offering Circular. Because it is only a summary, it does not contain all the information that you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this Offering Circular. Before you decide to invest in our securities, you should read the entire Offering Circular carefully, including “Risk Factors” and our financial statements and the accompanying notes included in this Offering Circular. Unless the context otherwise indicates, when used in this Offering Circular, the terms “the Company,” “Rayven Properties,” “we,” “us,” “our” and similar terms refer to Rayven Properties, LLC, a Delaware limited liability company, and the term “Manager” refers to Rayven Manager, LLC, a Delaware limited liability company.

Our Company

Rayven Properties, LLC is organized as a Delaware limited liability company, formed to acquire and develop commercial real estate properties located in the United States into net zero energy properties. Proceeds from the sale of the Promissory Notes in this offering will be used to provide the capital for these activities. We are managed by Rayven Manager, LLC, a Delaware limited liability company, pursuant to a Management Agreement. See “Our Limited Liability Company Operating Agreement” and “Our Business -- Management Agreement with Rayven Manager, LLC”. We were incorporated under the laws of the State of Delaware on October 6, 2022.

We are an early-stage company, that either directly or through wholly owned subsidiaries, intends to purchase, manage, improve, develop and decarbonize commercial real estate properties (each a “Property”, or collectively, the “Properties”). Our current objective is to focus on incorporating these renovations on Class A and Class B multi-family properties that provide an opportunity for net zero energy improvements. We will use the proceeds from the Offering to acquire Properties and effect the improvements and decarbonization on those Properties.

Our non-member manager, Rayven Manager, LLC (the “Manager”), is responsible for the management of the operations of the Company, identifying and evaluating potential Properties for our business plan, and supervising the conversion of Properties to net zero energy, among other obligations. Properties selected and improved upon are typically income-generating upon acquisition, and improvements are made with the objective of increasing the value and marketability of such Properties. For a further description of our business objectives and the management of the Company, see “Our Business”.

Net Zero Energy

Net zero energy refers to a building, community, or organization that uses no more energy than it generates on an annual basis. This can be achieved through a combination of energy conservation measures and on-site renewable energy generation, such as solar panels or wind turbines. The goal of net zero energy is to reduce or eliminate the need for fossil fuels and reduce greenhouse gas emissions. The demand for net zero real estate is growing rapidly as large asset managers make ESG (environmental, social, governance) commitments. We believe that by establishing ourselves as leaders in net zero multi-family real estate, our properties will be more attractive for purchase in the future than conventional multi-family real estate.

Investment Strategy

Working through established real estate brokers, pre-existing professional relationships, independent property owners and public/city properties, our manager will select properties that are ideal candidates for our business objective. We aim to select those properties that will benefit from net zero energy improvements. The properties we have acquired to date include Class A and Class B multi-family residential buildings, which property type will remain our focus for the next five years. Our Manager may consider other real estate types if the property meets the Company’s business objective criteria. The typical property profile for the Company’s target acquisition are as follows; however, such criteria may vary from time to time:

The above represents our intended asset target acquisition characteristics. Actual acquisitions may vary depending on market opportunities.

Promissory Notes

The Notes offered hereby are available to retail investors for purchase through the Company’s website at www.joinrayven.com. Funds from the sale of Notes will be invested into real estate properties purchased directly by the Company, with the intent that the properties will be improved upon (the “Properties”, or each, a “Property”) pursuant to the Company’s business model. The Properties will be purchased at the sole discretion of the Company. Investors in Notes do not directly invest in Properties held by the Company; rather, the Notes are general obligations of the Company, and the proceeds thereof will be used primarily to fund the acquisition by the Company of such Properties.

The Notes will be priced at $250.00 each, and represent a full and unconditional obligation of our company. The Notes will bear simple interest at 10% per calendar year; or simple interest computed on the basis of a year consisting of 365 days, calculated based on the outstanding principal amount of the Note that remains unpaid. The Notes will have a five-year term (which can be extended by the Company in its sole discretion), will be callable, redeemable, and prepayable (in whole or in part) at any time by the Company, are not payment dependent on any underlying real estate investments, and are unsecured. To the extent there is available cash from operations of the Company (excluding capital contributions to the Company and the proceeds from the offering of the Notes), the Company intends to pay, in quarterly installments, half of the interest accrued each year (an amount equal to simple interest at 5% of the outstanding principal amount). To the extent there is available cash, the Company intends that the first quarterly payment for a Note will be on the 15^th day after the end of the quarter one year after the issuance of such Note, which will include payment for that quarter as well as any outstanding accrued interest for prior quarters.

The offering of the Notes is being conducted as a continuous offering pursuant to Rule 251(d)(3) of the Securities Act of 1933 (“Securities Act”). Continuous offerings allow for a sale of securities to be made over time, with no specific offering periods or windows in which securities are available. Sales of securities may happen sporadically over the term of the continuous offering, and are not required to be made on any preset cadence. The active acceptance of new investor subscriptions to Notes, whether via the Company’s website at www.joinrayven.com or otherwise, may at times be briefly paused, or the ability to subscribe may be periodically restricted to certain individuals to allow the Company time to effectively and accurately process and settle subscriptions that have been received. The Company may discontinue this offering at any time.

For more information on the terms of Notes being offered, please see the “Securities Being Offered” section of this Offering Circular.

Rayven Properties, LLC

We were formed as a Delaware limited liability company on October 6, 2022. Our principal offices are located at 1759 Oceanside Blvd., Suite C506, Oceanside, CA 92054. The phone number for our offices is (619) 535-1632.

The Offering

* The Company intends to make the first payment on a Note beginning on the 15^th day following the end of the first quarter ending one year after the issuance of such Note.  Interest begins accruing when the Note is issued. Please see “Securities Being Offered” for more details on this provision.

Implications of Being an Emerging Growth Company

We are not subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we are not registering our securities under the Exchange Act. Rather, we will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file:

In addition, at any time after completing reporting for the fiscal year in which our offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, we may immediately suspend our ongoing reporting obligations under Regulation A.

If and when we become subject to the ongoing reporting requirements of the Exchange Act, as an issuer with less than $1.07 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the Offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that we may also qualify, once listed, as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

Summary Risk Factors

Below is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

Risks Related to our Business

Risks Related to our Industry

Risks Related to Regulation and Policy

Risks Related to the Notes and this Offering

Risks Related to Our Relationship with Our Manager

RISK FACTORS

Investing in our securities involves risks. In addition to the other information contained in this Offering Circular, you should carefully consider the following risks before deciding to purchase our securities in this Offering. The occurrence of any of the following risks might cause you to lose all or a part of your investment. Some statements in this Offering Circular, including statements in the following risk factors, constitute forward-looking statements. Please refer to “Cautionary Statement Regarding Forward-Looking Statements” for more information regarding forward-looking statements.

Risks Related to Our Company

We are an early-stage startup with no operating history, and we may never become profitable.

We do not expect to be profitable for the foreseeable future. Payment on the Notes will only occur if there is available cash (essentially accounting for reserves the cash coming into the Company exceeds the cash required for expenses). If we are unable to obtain or maintain profitability, we will not be able pay any interest or return the principal amount of your investment.

Our independent  public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report with respect to our audited  financial statement as of October 6, 2022 (inception).

We are an early-stage startup with no operating history, and we may never become profitable. Our independent  public accounting firm has included an explanatory paragraph in their opinion on our audited  financial statement as of October 6, 2022 (inception), that states that there is a substantial doubt about our ability to continue as a going concern, and the accompanying financial statements have been prepared assuming that we will continue as a going concern. We cannot assure you that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.

If we do not raise sufficient funds in this offering we will be unable to implement our business plan.

We have not generated any revenues and we are dependent on the proceeds from this offering to provide funds to implement our business model. The uncertainty of the amount of the Notes that we will sell makes it difficult to predict our planned operations. If we do not raise sufficient funds in this offering we may not be able to implement our business plan.

Our ability to protect the confidential information of our investors may be adversely affected by cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions.

We process certain sensitive data from our investors. While we have taken steps to protect confidential information that we receive or have access to, our security measures could be breached. Any accidental or willful security breaches or other unauthorized access to our systems could cause confidential borrower and investor information to be stolen and used for criminal purposes. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our website are exposed and exploited, our relationships with investors could be severely damaged, and we could incur significant liability.

Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, federal regulators and many federal and state laws and regulations require companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause investors to lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm our reputation, we could lose investors and our business and operations could be adversely affected.

The satisfactory performance, reliability and availability of our technology are critical to our operations, customer service, reputation and our ability to attract new and retain existing investors. To date, we have not experienced any cyber incidents that were material, either individually or in the aggregate.

We have not yet identified the properties we intend to acquire.

The Company has not yet acquired or definitively identified any assets for purchase. As a result, there is no information regarding the performance of particular assets that you can evaluate when determining whether to invest in the Notes, and investors will not have an opportunity to evaluate or to approve the Company’s investments. You must rely solely on the Manager and Voting Members with respect to the selection, amount, character of investment and economic merits of each potential investment. As a result, we may use the net proceeds from this Offering to invest in investments with which you may not agree and would not support if you were evaluating the investment directly. The Company may make investments in non-performing or other troubled assets that involve a significant degree of financial risk. In addition, because the Company may acquire investments over an extended period of time, the Company will be subject to the risks of adverse changes in long-term interest rates and in the real estate market generally. Additionally, because the Company may only make a limited number of investments, poor performance by one or two of the investments could adversely affect are ability to pay interest and return your principal on the Notes.

We are reliant on the efforts of Owen Barrett and Chris Pomerleau.

We rely on our management team and need additional key personnel to grow our business, and the loss of key employees or inability to hire key personnel could harm our business. We believe our success has depended, and continues to depend, on the efforts and talents of our Managers, Owen Barrett and Chris Pomerleau, each of whom have expertise that could not be easily replaced if we were to lose any or all of their services.

Compliance with Regulation A and reporting to the SEC could be costly.

Compliance with Regulation A could be costly and requires legal and accounting expertise. After qualifying this Form 1-A, we will be required to file an annual report on Form 1-K, a semiannual report on Form 1-SA, and current reports on Form 1-U.

Our legal and financial staff may need to be increased in order to comply with Regulation A. Compliance with Regulation A will also require greater expenditures on outside counsel, outside auditors, and financial printers in order to remain in compliance. Failure to remain in compliance with Regulation A may subject us to sanctions, penalties, and reputational damage and would adversely affect our results of operations.

We will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. Therefore, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and our investors could receive less information than they might expect to receive from exchange traded public companies.

We will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year. Therefore, our investors could receive less information than they might expect to receive from exchange traded public companies.

The Company’s management structure requires a supermajority of its founders to approve many of its decisions.

Under the Company’s operating agreement, many of its decisions, including certain decisions to have capital calls, and/or sell additional membership interests, generally require the approval of 5 out of its 6 founders. This structure may make it difficult to execute its business plan and/or attract outside funds, to the extent needed, which could mean a delay in the payment of interest and return of principal of the Notes, if at all.

Uninsured losses or premiums for insurance coverage may adversely affect the value of your Notes.

We attempt to adequately insure all of our properties against casualty losses. There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. These policies may not be available at a reasonable cost, if at all, which could inhibit our ability to finance or refinance our properties. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. If we incur any casualty losses not fully covered by insurance, the value of our assets will be reduced by the amount of the uninsured loss. In addition, other than any reserves we may establish, we have no source of funding to repair or reconstruct any uninsured damaged property, and we cannot assure you that any of these sources of funding will be available to us in the future.

Our operating results may be negatively affected by potential development and construction delays and the resulting increase in costs and risks.

We intend to invest in properties with the intent to renovate and/or improve them. Renovations and improvements subject us to uncertainties such as the ability to achieve desired zoning for development, environmental concerns of governmental entities or community groups, ability to control construction costs or to build in conformity with plans, specifications and timetables. Delays in completing construction also could give tenants the right to terminate preconstruction leases for space at a newly-developed project. We may incur additional risks when we make periodic progress payments or advance other costs to third parties prior to completing construction. These and other factors can increase the costs of a project or cause us to lose our investment. In addition, we will be subject to normal lease-up risks relating to newly constructed projects. Furthermore, we must rely upon projections of rental income and expenses and estimates of fair market value upon completing construction when agreeing upon a price to be paid for the property at the time we acquire the property. If our projections are inaccurate, we may pay too much for a property.

Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business.

Our operations are subject to risks related to outbreaks of infectious diseases, including the ongoing Covid-19 outbreak, which was declared a pandemic in March 2020. The Covid-19 outbreak has negatively affected economic conditions and caused energy prices to become more volatile, and negatively affected the supply chain and the labor market. Governments in affected countries, including the Unites States, have been imposing and may continue to impose travel bans, quarantines and other emergency public health measures. As a result, this outbreak, as well as any future epidemic or pandemics, may impact our operations, and the operations of our contractors, property management, service providers and suppliers. These measures, though temporary in nature, may continue and increase.

The extent of the effect of Covid-19 and future epidemics or pandemics on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak, all of which are uncertain and difficult to predict considering the evolving landscape. We may be impacted by any epidemic or pandemic that occurs in the future in the following ways:

Potential worker shortages due to pandemic or epidemic restrictions and social distancing restrictions imposed by governments or corporate policies could impose constraints on our ability to comply with deadlines and requirements set forth in environmental laws and regulations to which our operations are subject. In addition, the impact of a pandemic or epidemic on our Property tenants, including governmental and other third-party responses thereto, could enhance the risk of nonpayment of rent by such tenants and negatively affect our business, results of operations and financial condition. Given the recent fluidity of developments and the extensive response to the outbreak, we are continually reassessing the impact of Covid-19 and potential other epidemics or pandemics on our operations.

Our success is dependent on our ability to find, underwrite and acquire cash-flowing properties that are well suited for net zero conversions.

If the business model adopted by the Company for acquiring properties with positive cash flow is inadequate, our company may not be successful in attaining its profitability goal.

If our tenants are unable to pay their rent or lease obligations, our real estate properties may never become and/or maintain profitability.

If the tenants of our properties are unable to pay their obligations under a lease or rental agreement from us, we may foreclose on the real estate property. We cannot assure you that we or third parties engaged by us can manage real estate or operate real estate projects profitably.

Because real estate properties are illiquid and may be difficult to sell, we could face future difficulties in selling these properties and may not be able to sell them at a profit.

Real estate investments are relatively illiquid, which limits our ability to react quickly to adverse changes in economic or other market conditions. Our ability to dispose of assets in the future will depend on prevailing economic and market conditions. Interested buyers may be unable to obtain the financing they need. We may be unable to sell our properties when we would prefer to do so to raise capital we need to fund additional planned development or to fund distributions to investors, including paying the Notes at our intended maturity date.

Risks Related to our Industry

We compete with numerous other parties or entities for real estate assets and tenants.

We compete with numerous other persons or entities seeking to buy real estate assets, or to attract tenants to properties we already own. These persons or entities may have greater experience in this industry and greater financial strength. There is no assurance that we will be able to acquire additional real estate assets, or attract tenants for our Properties that we develop or acquire on favorable terms, if at all. For example, our competitors may be willing to offer space at properties that compete with ours at rental rates below our existing rates, causing us to lose existing or potential tenants and pressuring us to reduce our rental rates to retain existing tenants or convince new tenants to lease space at our properties.

The commercial and multi-family real estate market is competitive and rapidly changing.

We expect competition to persist and intensify in the future, which could harm our ability to acquire properties.

Our principal competitors include major banking institutions, private equity funds, real estate investment trusts, insurance companies, private lending funds, hedge funds, specialty finance companies, as well as online lending platforms that compete with the us. Competition could result in fewer investment opportunities available to the Company, reduced margins, overpaying for the asset, or the failure to achieve or maintain more widespread market acceptance, any of which could harm our business. In addition, in the future we may experience new competition from more established internet companies possessing large, existing customer bases, substantial financial resources and established distribution channels. If any of these companies or any major financial institution decided to enter the real estate business, acquire one of our existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly compromised and our operating results could be harmed, adversely affecting your investment in the Company.

Most of our current or potential competitors listed above have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their acquisitions. We may not be able to compete successfully with our competitors for investments. In addition, the number of entities and the amount of funds competing for suitable investments may increase. If we pay higher prices for investments, our returns will be lower and the value of our assets may not increase or may decrease significantly below the amount we paid for such assets. If such events occur, you may experience a lower return on your investment.

Our potential competitors may also have longer operating histories, more extensive customer bases, greater brand recognition and broader customer relationships than we have. These competitors may be better able to develop new products, to respond quickly to new technologies and to undertake more extensive marketing campaigns. The online real estate investing industry is driven by constant innovation. If we or are unable to compete with such companies and meet the need for innovation, the resultant opportunity to the Company could stagnate or substantially decline.

Delays in locating suitable investments could adversely affect the return on your investment.

Even if we are able to access sufficient capital, we may suffer from delays in deploying the capital into properties or other real estate assets. Delays may occur, for example, as a result of our relying on our Manager to identify these opportunities. Delays in selecting, acquiring and developing Properties could adversely affect our ability to pay the interest payable on and return the principal on the notes. Further, we also may experience delays as a result of negotiating or obtaining the necessary purchase documentation to close an acquisition.

There are inherent risks with real estate investments.

Investments in real estate assets are subject to varying degrees of risk. For example, an investment in real estate cannot generally be quickly converted to cash, limiting our ability to promptly vary our portfolio in response to changing economic, financial and investment conditions. Investments in real estate assets are also subject to adverse changes in general economic conditions which may reduce the demand for rental space. Other factors that may affect the value of real estate assets including:

Further, our investments may not generate revenues sufficient to meet operating expenses.

Your investment is directly affected by general economic and regulatory factors that impact real estate investments.

Because we invest primarily in commercial real estate, we are impacted by general economic and regulatory factors impacting real estate investments. These factors are generally outside of our control. Among the factors that could impact our real estate assets and the value of your investment are:

In addition, periods of economic slowdown or recession, or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or increased defaults under existing leases.

We will depend on tenants for the majority of our revenue, and lease terminations or the exercise of any co-tenancy rights could have an adverse effect.

Defaults on lease payment obligations by our tenants would cause us to lose the revenue associated with that lease and require us to find an alternative source of revenue to pay our mortgage indebtedness and prevent a foreclosure action. If a tenant defaults or declares bankruptcy, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment.

We may utilize mortgages and indebtedness/additional capital and therefore you will be subject to risks associated with debt financing.

The Manager anticipates that the Company will often use mortgage financing to acquire some or all of the properties in order to permit the ownership of each property with less of an equity investment than if no debt was involved, with the objective of increasing the potential return on invested capital. As a result, the Company’s business is subject to the risks normally associated with debt financing, including the risk that the cash receipts from the operation of a property are insufficient to meet the principal and interest payments on such debt. If the Company fails to make payments as due on a mortgage, the lender could declare that mortgage in default and institute foreclosure proceedings against the property and, possibly, other properties owned by the Company to the extent any loans have been cross-collateralized.

The Company could be adversely affected by rising interest rates.

Increases in interest rates would increase the company’s interest expense, which could adversely affect the company’s cash flow and the company’s ability to service its debt, including the Notes. In addition, increases in costs of financing may lessen the appeal of some development or acquisition opportunities to the Company.

The financial covenants in any loans may limit the Company’s flexibility and ability to pay cash flow, including payment on the Notes.

These covenants may limit the Company’s flexibility in its operations, and breaches of these covenants could result in defaults under the credit facility even if the Company has satisfied its payment obligations.

We rely on our ability to obtain bank loans.

Our commercial real estate property acquisitions are dependent on loans from financial institutions. We plan to rely on bank loans for approximately 75% of the financing that goes into construction and costs of our development projects.. If we are unable to obtain this funding at any time and for any reason, as we rely on bank loans for approximately 75% of the financing for our construction and development projects, our business performance could be affected, and our ability to pay interest and return the principal on the Notes may be limited.

Technological breakthroughs in renewable energy may limit the perceived value of our improved Properties.

The renewable energy industry is subject to technological change and product innovation. A number of companies and researchers are pursuing new ways to achieve clean energy. If they are successful in developing these technologies, the demand for the renewable energy technology that we currently implement in our Property improvements could decline, and have a material adverse effect on our business or results of operations.

Since we employ general contractors for our improvements, we face typical risks of a construction company.

We employ licensed contractors for the improvements on our properties, and are subject to risks associated with construction, cost overruns, delays, regulatory compliance and other contingencies, any of which could have a material adverse effect on our business and results of operations. We may rely on any of a licensed subcontractor, a construction manager, or an installer to support our energy improvements, including our solar panel installations. In either case we are responsible for the completion of the project and must take steps to make sure that it and our subcontractors comply with all applicable laws and regulations. We may be liable to tenants for any damage we cause to their belongings or property during the installation of our systems. In addition, shortages of skilled labor for our projects could significantly delay a project or otherwise increase costs. Assumptions we make as to the cost of such project, cost overruns, delays or other execution issues may impair our ability to generate the gross margins that we are seeking. In addition, the installation of solar energy systems and other modifications to buildings as part of our business plan is subject to oversight and regulation in accordance with national, state and local laws and ordinances relating to building codes, safety, environmental protection, utility interconnection and metering, and related matters. It can be difficult and costly to track the requirements of every individual authority with jurisdiction over our installations and to design solar energy systems to comply with these varying standards. Any new government regulations or utility policies pertaining to our systems may result in additional expenses to us and, as a result, could cause a significant reduction in our profitability.

Our improvement projects may be seasonal in certain geographic areas, and may be subject to adverse weather conditions, which can adversely impact our business.

Some of our construction operations occur outdoors in areas in which hurricanes, tornadoes, tropical storms, and/or wild fires are common. Seasonal changes and adverse weather conditions, such as extended snow, rain or cold weather, can adversely affect our business operations through delays in our construction schedules, and reduced efficiencies in our contracting operations, resulting in under-utilization of crews and equipment and lower contract profitability. Climate change may lead to increased extreme weather and changes in precipitation and temperature, including natural disasters. Should the impact of climate change be significant or occur for lengthy periods of time, our financial condition or results of operations would be adversely affected.

Risks Related to Regulation and Policy

Existing rules, regulations and policies pertaining to electricity pricing and technical interconnection of customer-owned electricity generation and changes to these regulations and policies might deter the use of solar energy systems and negatively impact development of the solar energy industry.

The market for solar energy systems is heavily influenced by foreign, federal, state and local government regulations and policies concerning the electric utility industry, as well as policies adopted by electric utilities. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation. For example, the vast majority of states have a regulatory policy known as net energy metering, or “net metering”, which allows customers to interconnect their on-site solar energy systems to the utility grid and offset their utility electricity purchases by receiving a bill credit at the utility’s retail rate for energy generated by their solar energy system that is exported to the grid and not consumed on-site. The customer consequently pays for the net energy used or receives a credit at the retail rate if more electricity is produced than consumed. Net metering, in some states, is being replaced with lower credits for the excess electricity sent onto the grid from solar energy systems, and utilities are imposing minimum or fixed monthly charges on owners of solar energy systems. These regulations and policies have been modified in the past and may be modified in the future in ways that can restrict the interconnection of solar energy systems and deter purchases of solar energy systems by customers. Electricity generated by solar energy systems also competes most favorably in markets with tiered rate structures or peak hour pricing that increase the price of electricity when more is consumed. Modifications to these rate structures by utilities, such as reducing peak hour or tiered pricing or adopting flat rate pricing, could require our cost of solar energy systems to be reduced in order to compete with the price of utility generated electricity. The price of electricity from utilities also may grow less quickly than the escalator feature in certain of our solar service agreements, which could also make our systems less competitive with the price of electricity from the electrical grid and result in a material adverse effect on our business, financial condition and results of operations.

An increase in real estate taxes may decrease our income from Properties.

From time to time the amount we pay for property taxes will increase as either property values increase or assessment rates are adjusted. Increases in a property’s value or in the assessment rate will result in an increase in the real estate taxes due on that property. If we are unable to pass the increase in taxes through to our tenants, our net operating income for the property will decrease.

Because of environmental laws, we may have liability under environmental laws even though we did not violate these laws.

Under federal, state, and local environmental laws, ordinances, and regulations, we may be required to investigate and clean up the effects of releases of hazardous or toxic substances at our properties, regardless of our knowledge or responsibility, simply because of our current or past ownership or operation of the real estate. If environmental problems arise, we may have to take extensive measures to remedy the problems, which could adversely affect our cash flow and operating results. The presence of hazardous or toxic substances and the failure to remediate that contamination properly may materially and adversely affect our ability to borrow against, sell, or lease an affected property. In addition, applicable environmental laws create liens on contaminated sites in favor of the government for damages and costs it incurs in connection with a contamination.

Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.

The presence of mold at any of our properties could require us to undertake a costly program to remediate, contain or remove the mold. Mold growth may occur when moisture accumulates in buildings or on building materials. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing because exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. The presence of mold could expose us to liability from our tenants, their employees and others if property damage or health concerns arise.

We may incur significant costs to comply with the Americans With Disabilities Act.

Investment in real estate assets also may be subject to the Americans With Disabilities Act of 1990, as amended. Under this act, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The act has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services be made accessible and available to people with disabilities. The act’s requirements could require us to remove access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages.

Risks Related to the Notes and this Offering

The characteristics of the Notes, including interest rate, maturity date that the Company can extend in its sole discretion, lack of collateral security or guarantee, and lack of liquidity, may not satisfy your investment objectives.

The Notes may not be a suitable investment for you, and we advise you to consult your investment, tax and other professional financial advisors prior to purchasing Notes. The characteristics of the notes, including a maturity date that can be extended by the Company in its sole discretion, redeemable by us, interest rate (which is based on simple interest), lack of collateral security or guarantee, and lack of liquidity, may not satisfy your investment objectives. The Notes may not be a suitable investment for you based on your ability to withstand a loss of interest or principal or other aspects of your financial situation, including your income, net worth, financial needs, investment risk profile, return objectives, investment experience and other factors. Prior to purchasing any Notes, you should consider your investment allocation with respect to the amount of your contemplated investment in the Notes in relation to your other investment holdings and the diversity of those holdings.

The Notes pay simple interest, and the maturity date of the notes can be extended by the Company in its sole discretion.

The Notes pay simple interest, which means interest will be paid on the principal amount and not the accrued interest Although to the extent there are available funds, the Company intends to pay investors half of the interest earned on the Notes (5% per year), investors will not have benefit from the time value of money on the other 5% as well as any amounts of interest that remain outstanding on the Notes. Therefore, even though you receive interest on the principal amount, you will not receive interest on any interest amounts that are outstanding (this is the 5% that is paid at later periods any interest amount not paid quarterly under the Notes)., and though the Company intends to pay the Notes back in five years, it has the ability to extend the maturity in its sole discretion and reap the benefits of not being required to pay interest on those amounts, and may be incentivized to extend the maturity date.

Holders of the Notes are exposed to the credit risk of the Company.

The Notes are the full and unconditional obligations of the Company and are fully recourse to the Company’s assets. You will have a first priority security interest in all assets of the Company. However, the Notes may still be subject to non-payment by the Company in the event of our bankruptcy or insolvency. In an insolvency proceeding, there can be no assurances that you will recover the full amount of your investment in the Notes.

The Notes are unsecured obligations.

The Notes do not represent an ownership interest in the Company or any specific Property. The Notes are unsecured general obligations of the Company. The Notes will be general unsecured obligations and will rank equally with all of our other unsecured debt unless such debt is senior to or subordinate to the Notes by their terms. We may issue secured debt (including mortgages on the Properties) in our sole discretion without notice to or consent from the holders of the Notes. Therefore, as unsecured obligations, there is no security to be provided to the holders of the Notes.

There has been no public market for the Notes, and none is expected to develop.

The Notes are newly issued securities. Although under Regulation A the securities are not restricted, the Notes are still highly illiquid securities. No public market has developed nor is expected to develop for the Notes, and we do not intend to list the Notes on a national securities exchange or interdealer quotational system. You should be prepared to hold your Notes through their maturity dates as the Notes are expected to be highly illiquid investments.

Holders of the Notes will have no voting rights.

Holders of the Notes will have no voting rights and therefore will have no ability to control the Company. The Notes do not carry any voting rights and therefore the holders of the Notes will not be able to vote on any matters regarding the operation of the Company. As a noteholder purchaser in this Offering will have no right to vote upon or receive notice of any corporate actions we may undertake which you might otherwise have if you owned equity in our Company.

The Company may not be able to generate sufficient cash to service its obligations under the Notes.

The Company’s ability to make payments on outstanding Notes will depend on the performance of the portfolio of real estate that the Company holds, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond the Company’s control. The Company may be unable to maintain a level of cash flows from its portfolio of real estate loans sufficient to permit the Company to pay principal and interest on the Notes. The Notes are responsibility of the Company and no other party is obligated to make any payments holders of the Notes, nor does any party guarantee payments from the real estate investments. Further, the Notes are not insured or guaranteed by the United States or any governmental entity. Payments on any Notes will depend solely on the amount and timing of payments and other collections in respect of the income from the real estate owned by the Company. There is no guarantee that such amounts received by the Company are sufficient to make full and timely payments on the Notes. If delinquencies and losses create shortfalls, you may experience delays in payments due under the Notes you hold and you could suffer a loss.

Because the Notes will have no sinking fund, insurance, or guarantee, you could lose all or a part of your investment if we do not have enough cash to pay.

There is no sinking fund, insurance or guarantee of our obligation to make payments on the Notes. We will not contribute funds to a separate account, commonly known as a sinking fund, to make interest or principal payments on the Notes. The Notes are not certificates of deposit or similar obligations of, and are not guaranteed or insured by, any depository institution, the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation, or any other governmental or private fund or entity. Therefore, if you invest in the Notes, you will have to rely only on our cash flow from operations for repayment of principal and interest upon redemption by us. If our cash flow from operations are not sufficient to pay any amounts owed under the Notes, then you may lose all or part of your investment.

By purchasing Notes in this Offering, unless you opt-out in accordance with the terms of the Promissory Note Investor Agreement, you are bound by the arbitration provisions contained in our Promissory Note Investor Agreement to be used for subscriptions in this offering which limits your ability to bring class action lawsuits or seek remedies on a class basis and waives the right a trial by jury.

By purchasing shares in this Offering, unless you opt-out in accordance with the terms of the Promissory Note Investor Agreement, you agree to be bound by the arbitration, jury waiver and class action waiver provisions contained in Section 13 of our Investor Purchase Agreement to be used for subscriptions on this offering. Pursuant to the terms of the Promissory Note Investor Agreement, the holders of Notes and the Company will agree to (i) resolve disputes of the holders of Notes through binding arbitration, instead of through courts of general jurisdiction or through a class action and (ii) waive the right to a trial by jury and to participate in any class action. Pursuant to the terms of the Promissory Note Investor Agreement, if a holder of Notes does not agree to the terms of the arbitration provision, the holder of Notes may opt-out of the arbitration provision by sending an arbitration opt-out notice to the Company within thirty (30) days of the holder’s first electronic acceptance of the Promissory Note Investor Agreement. If the opt-out notice is not received within thirty (30) days, the holder of Notes will be deemed to have accepted all terms of the arbitration provision, including the class action and jury waiver. If the investor opts out of the arbitration provision, the investor has also opted out of the jury trial and class action waivers. As arbitration provisions in commercial agreements have generally been respected by federal courts and state courts of Delaware, we believe that the arbitration provision in the Promissory Note Investor Agreement is enforceable under federal law and the laws of the State of Delaware. Although holders of Notes will be subject to the arbitration provisions of the Promissory Note Investor Agreement, the arbitration provisions do not preclude holders of Notes from pursuing claims under the U.S. federal securities laws in federal courts. THE ARBITRATION PROVISION OF THE PROMISSORY NOTE INVESTOR AGREEMENT IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF NOTES OF THE COMPANY’S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE ARBITRATION PROVISION OF THE PROMISSORY NOTE INVESTOR AGREEMENT DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

The Promissory Note Investor Agreement provides that, to the extent permitted by law, each party to the Promissory Note Investor Agreement waives the right to a jury trial or class action of any claim they may have against us arising out of or relating to our Notes or the Promissory Note Investor Agreement. If we were to oppose a jury trial or class action demand based on such waiver, the court would determine whether the waiver was enforceable based upon the facts and circumstances of that case in accordance with applicable state and federal law, including whether a party knowingly, intelligently and voluntarily waived the right to a jury trial or class action. The bondholders of Notes will be subject to these provisions of the Promissory Note Investor Agreement to the extent permitted by applicable law. THE WAIVER OF THE RIGHT TO A JURY TRIAL AND CLASS ACTION CONTAINED IN THE PROMISSORY NOTE INVESTOR AGREEMENT IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF NOTES OF THE COMPANY’S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE JURY WAIVER AND CLASS ACTION WAIVER PROVISIONS OF THE PROMISSORY NOTE INVESTOR AGREEMENT DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

If the investor opts out of the arbitration provision, the investor has also opted out of the jury trial and class action waivers. If an investor does not opt-out, as described above, the rights of the adverse bond holder to seek redress in court would be severely limited. These restrictions on the ability to bring a class action lawsuit may result in increased costs and/or reduced remedies, to individual investors who wish to pursue claims against the Company.

Risks Related to Our Relationship with Our Manager

We are dependent on our Manager for all aspects of our business.

We are managed by our Manager pursuant to the terms of our Limited Liability Company Operating Agreement and the Management Agreement between us and our Manager. We do not have any officers or directors of our own and our members will have no voting rights with respect to the officers and directors of our Manager or the supervision of our Manager’s management of our Company. With only limited exceptions, our Manager has the complete discretion to operate our business as it sees fit.

Until such time as we generate sufficient revenues to cover our operating costs, we will be completely dependent on our Manager for operating costs. We are also dependent on our Manager for overseeing the day-to-day operations of our business.

Any failure of our Manager to fund our operations pending generation of revenues sufficient to offset our operating costs, to develop, maintain and improve on our Properties, or to run and grow our business effectively will have a material adverse effect on the timing and amount of cash available to pay the interest and principal on the Notes.

Our Manager may have conflicts of interest with us and has limited duties to us and our members, and our Manager may favor its own interests or those of its equity holders to the detriment of us and our members.

Conflicts of interest may arise between our Manager, and us, our members and the holders of Notes. In resolving these conflicts of interest, our Manager may favor its own interests over our interests and the interests of the other stakeholders, including the holders of the Note. In particular, to maximize the value of our Manager’s outstanding equity, our Manager may elect unilaterally to modify our Management Agreement to increase the fees payable to our Manager, or take other actions in its management of our business, which may result in reduced or even no amounts being available to pay interest and principal on the Notes. See “Our Business -- Management Agreement with Rayven Manager, LLC”.

The interests of the Managers, its principals, and its other affiliates may conflict with your interests.

The Limited Liability Agreement provides the Manager with broad powers and authority, which may result in one or more conflicts of interest between your interests and those of the Manager, its principals and its other affiliates. Potential conflicts of interest include, but are not limited to, the following:

To the extent the Manager engages in any of the above, it may reduce the amount available for disbursement to pay interest and principal on the Notes.

We must indemnify our Voting Members and Manager and its officers, directors and employees, to the fullest extent permitted by law, against liabilities, costs and expenses incurred by our Manager or these other persons.

We must indemnify our Voting Members as well as our Manager and its officers, directors and employees, to the fullest extent permitted by law, against liabilities, costs and expenses incurred by our these individuals and entities in connection with managing our Company. We must provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or engaged in fraud or willful misconduct in connection with the claim brought against them. Further, under the Company’s operating agreement, there is no requirement that the members of the Company provide the funds to indemnify these individuals. Thus, we may be obligated to indemnify our Voting Members and Manager for their negligent and self-interested acts, which means there will be less funds available for disbursements including the payment of interest and principal on the notes.

PLAN OF DISTRIBUTION

We are offering up to $75,000,000 of our Notes pursuant to this Offering Circular. The Notes offered hereby will only be offered through our website at www.joinrayven.com. This Offering Circular will be furnished to prospective investors before or at the time of all written offers and will be available for viewing on our website, as well as on the SEC’s website at www.sec.gov.

The Company intends to market the Notes in this offering both through online and offline means. Online marketing may take the form of contacting potential investors through electronic media and posting its Offering Circular or “testing the waters” materials on an online investment platform.

The termination of the Offering will occur on the earlier of (i) the date that subscriptions for the Notes offered hereby equal $75,000,000 or (ii) an earlier date determined by the Company in its sole discretion. The Company may undertake one or more closings on an ongoing basis. After each closing, funds tendered by investors will be available to the Company. After the initial closing of this Offering, the Company expects to hold closings on at least a monthly basis.

The Company is offering the Notes in all states.

The Company has engaged Dalmore Group, LLC (“Dalmore”) a broker-dealer registered with the SEC and a member of FINRA, to perform the following administrative and technology related functions in connection with this offering, but not for underwriting or placement agent services:

As compensation for the services listed above, the Company has agreed to pay Dalmore $25,000 in one-time set up fees, consisting of the following:

In addition, the Company will pay Dalmore a commission equal to 1% of the amount raised in the Offering to support the Offering once the SEC has qualified the Offering Statement and the Offering commences. Assuming that the Offering is open for 12 months, the Company estimates that fees due to pay Dalmore, pursuant to the 1% commission would be $750,000 for a fully-subscribed offering. Finally, the total fees that the Company estimates that it will pay Dalmore, pursuant to a fully-subscribed offering would be $775,000. These assumptions were used in estimating the fees due in the “Use of Proceeds.”

No Minimum Offering Amount

The Notes being offered will be issued in one or more closings. No minimum number of Notes must be sold before a closing can occur; however, investors may only purchase Notes in minimum principal amount of $250. Potential investors should be aware that there can be no assurance that any other funds will be invested in this offering other than their own funds.

No Selling Shareholders

No securities are being sold for the account of security holders; all net proceeds of this Offering will go to the Company.

Process of Subscribing

After the Offering Statement has been qualified by the Securities and Exchange Commission (the “SEC”), the Company will accept tenders of funds to purchase Notes. The Company may close on investments on a “rolling” basis (so not all investors will receive their Notes on the same date).

Investors will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if the investor is not an “accredited investor” as defined under securities law, the investor is investing an amount that does not exceed the greater of 10% of their annual income or 10% of their net worth (excluding the investor’s principal residence).

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. Dalmore will review all subscription agreements completed by the investor. After Dalmore has completed its review of a subscription agreement for an investment in the Company, Dalmore will provide confirmation of completion of such subscription documents to the Company. Dalmore will generally review all subscription agreements on the same day, but not later than the day after the submission of the subscription agreement.

The Company maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason, including, but not limited to, in the event that an investor fails to provide all necessary information, even after further requests from the Company, in the event an investor fails to provide requested follow up information to complete background checks or fails background checks, and in the event the Company receives oversubscriptions in excess of the maximum offering amount.

In the interest of allowing interested investors as much time as possible to complete the paperwork associated with a subscription, the Company has not set a maximum period of time to decide whether to accept or reject a subscription. If a subscription is rejected, funds will not be accepted by wire transfer or ACH, and payments made by debit card or check will be returned to subscribers within 30 days of such rejection without deduction or interest. Upon acceptance of a subscription, the Company will send a confirmation of such acceptance to the subscriber.

Dalmore has not investigated the desirability or advisability of investment in the Notes nor approved, endorsed or passed upon the merits of purchasing the Notes. Dalmore is not participating as an underwriter and under no circumstance will it solicit any investment in the Company, recommend the Company’s securities or provide investment advice to any prospective investor, or make any securities recommendations to investors. Dalmore is not distributing any offering circulars or making any oral representations concerning this Offering Circular or this Offering. Based upon Dalmore’s anticipated limited role in this offering, it has not and will not conduct extensive due diligence of this Offering and no investor should rely on the involvement of Dalmore in this offering as any basis for a belief that it has done extensive due diligence. Dalmore does not expressly or impliedly affirm the completeness or accuracy of the Offering Statement and/or Offering Circular presented to investors by the Company. All inquiries regarding this offering should be made directly to the Company.

No Escrow

The proceeds of this Offering will not be placed into an escrow account. We will offer our Notes on a best efforts basis. As there is no minimum offering amount, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds as set forth in the “Use of Proceeds” section of this Offering Circular.

State Law Exemption and Offerings to “Qualified Purchasers”

Our Notes are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state “Blue Sky” law review, subject to certain state filing requirements and anti-fraud provisions, to the extent that the Notes offered hereby are offered and sold only to “qualified purchasers” or at a time when the Notes are listed on a national securities exchange. “Qualified purchasers” include:

Accordingly, we reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

Investment Amount Limitations

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, you are encouraged to refer to www.investor.gov.

As a Tier 2, Regulation A offering, investors must comply with the 10% limitation to investment in the Offering. The only investor in this Offering exempt from this limitation is an accredited investor, an “Accredited Investor,” as defined under Rule 501 of Regulation D. If you meet one of the following tests you should qualify as an Accredited Investor:

For the purposes of calculating your Net Worth, it 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 fiduciary directly or indirectly provides funds for the purchase of the Notes.

In order to purchase the Notes and prior to the acceptance of any funds from an investor, an investor will be required to represent, to our satisfaction, that he or she is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this Offering.

Tax and Legal Treatment

Notes will receive interest income. At the end of the calendar year, investors with over $10 of realized interest will receive a form 1099-INT. These will need to be filed in accordance with the United States Tax Code. Investor’s tax situations will likely vary greatly and all tax and accounting questions should be directed towards a certified public accountant.

USE OF PROCEEDS

If we sell all $75,000,000 of Notes offered hereby, we estimate we will receive net proceeds from this offering of approximately $65,000,000. All of our expenses in this offering, which we estimate will be approximately $10,000,000 will be paid out of the proceeds of this Offering.

We intend to use (i) approximately 95% of the net proceeds from this offering to purchase or otherwise acquire real estate properties and (ii) up to 5% of the proceeds for working capital and for general corporate purposes. We reserve the right, however, to change the estimated use of proceeds from this offering at any time.

We cannot guarantee that we will sell all of the Notes being offered by us hereby. The following table summarizes how we anticipate using the gross proceeds of this Offering assuming sell 25%, 50%, 75%, or 100% of the Notes being offered:

We intend to use the net proceeds of this Offering to acquire and decarbonize real estate, see “Our Business – Investment Strategy”.

Pending use of the net proceeds from this offering, we may invest in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

OUR BUSINESS

Our History

Rayven Properties, LLC is organized as a Delaware limited liability company, formed to acquire and develop commercial real estate properties located in the United States into net zero energy properties. We are managed by Rayven Manager, LLC, a Delaware limited liability company, pursuant to a Management Agreement. We were incorporated as Wild Buildings LLC under the laws of the State of Delaware on October 6, 2022, and changed our name to Rayven Properties, LLC on December 21, 2022. Our principal office is located at 1759 Oceanside Blvd., Suite C506, Oceanside, California, 92054 and our phone number is (619) 535-1632. Our corporate website address is located at www.joinrayven.com. Information contained on, or accessible through, the website is not a part of, and is not incorporated by reference into, this Offering Circular.

Our Business

Investment Objectives

Our primary investment objectives are:

Investment Strategy

We intend to become a leader in the sustainability movement, focusing on implementing energy efficiency and renewable energy strategies into our properties. With a focus on clean technology projects and developments, we acquire existing real estate and decarbonize it. We are the only company committed to true net zero (net zero energy without the use of carbon offsets). The built environment is the largest source of greenhouse gas emissions in the United States, yet most organizations are focused on net zero through new construction. If we want a realistic chance of combatting the climate crisis, we need to quickly decarbonize existing buildings. Rayven is doing precisely that.

We intend to use the net proceeds from this offering to originate, acquire, asset manage, operate, selectively leverage, and opportunistically sell commercial real estate. Our management has extensive experience investing in numerous types of properties. We focus on acquiring properties with significant possibilities for capital appreciation, such as those requiring development, redevelopment or repositioning, those located in markets with high growth potential and those available from sellers who are distressed or face time-sensitive deadlines.

For debt investments, our Manager intends to directly structure, underwrite and originate many of the debt products in which we invest as this provides for the best opportunity to manage our borrower and partner relationships and optimize the terms of our investments. Our proven underwriting process, which our management team has successfully developed over their extensive real estate careers in a variety of market conditions, involves comprehensive financial, structural, operational and legal due diligence. We feel the current and future market environment for multifamily real estate provides a wide range of opportunities to generate compelling investments with strong risk-return profiles for our Note investors.

We may selectively employ leverage to enhance total returns to our shareholders through senior financing on our real estate acquisitions. We seek to secure conservatively structured leverage that is long-term and non-recourse. Our Manager may from time to time modify our leverage policy in its discretion. However, it is our policy to not borrow more than 85% of the fair market value of our assets.

Our Manager is responsible for identifying and evaluating potential properties. The Manager will assess a property as a potential acquisition and determine the appropriate amount of consideration to be paid, considering a variety of factors including: location; demographics; rent levels in relation to market rates; expenses; utility rates; ad valorem tax rates; maintenance expenses; and the level of competition in the rental market. The Manager will consider location, access, whether the property has been well maintained, as well as whether it is subject to competition from similar properties within its respective market area, and if the economic performance of the tenants in the Property could be affected by changes in local economic conditions.

Multifamily properties increase in value when net operating income (“NOI”) increases, and there are typically two ways to do this; (i) increase revenue (rent), and/or (ii) decrease operating costs. While other real estate operators are talented at increasing revenue and decreasing minor operating costs, most operators have shortcomings when it comes to decreasing utility costs, which are generally one of the largest operating costs. Our Company is able to leverage its experience minimizing utility consumption and costs, increasing NOI at a higher rate than competitors. We also are able to take advantage of federal tax credits, extensive relationships with solar energy installers, and strategic partnerships.

Net Zero Energy

Net Zero Energy, as used in this Offering Circular, is defined as buildings that uses no more energy than they generate on an annual basis. This can be achieved through a combination of energy efficiency measures, such as insulation and energy-efficient appliances, and the use of renewable energy sources, such as solar panels or wind turbines, to generate electricity. The goal of net zero energy is to reduce reliance on fossil fuels and reduce greenhouse gas emissions. To be certified as net zero energy, buildings must meet certain criteria, such as demonstrating that they generate at least as much energy as they consume on an annual basis.

Commercial and multi-family building owners and management companies are often unwilling to adopt clean technology, citing the expenses of solar installations, challenges with metering, and risky returns. Refusing to implement improvements limits their ability to increase rental income and recognize market value increases on those real estate assets.

Our Company is able to capitalize on our extensive experience in clean technology, and capture the increased rental revenues and property value increases. We aim to transform our properties, implementing solar installations and conversions that others are unwilling to undertake, recognizing value increases in each property. Our experience and understanding of metering, infrastructure and utilities provides a distinct advantage to our property management team.

Our primary modifications include solar installations, though we may make additional improvements to assist in achieving Net Zero Energy including:

We design solar PV systems, submit plans to local building departments to get systems permitted, and specify materials (modules, optimizers, inverters, and racking) in-house. Once we have a permitted set of plans, we use a competitive bid process to select the most qualified contractor for the installation.

Investment Strategy

Working through established real estate brokers, pre-existing professional relationships, independent property owners and public/city properties, our manager will select properties that are ideal candidates for our business objective. We aim to select those properties that will benefit from net zero energy improvements. The properties the members of our team have acquired to date include Class A, Class B, and Class C multi-family residential buildings. Class A and Class B buildings will remain our focus for the next five years. Our Manager may consider other real estate types if the property meets the Company’s business objective criteria. The typical property profile for the Company’s target acquisition are as follows; however, such criteria may vary from time to time:

The above represents our intended asset target acquisition characteristics. Actual acquisitions may vary depending on market opportunities

Competition

While the number of companies retrofitting buildings to net zero energy remain minimal, there are a number of companies engaged in real estate and in property development. We expect that the skill, experience and innovative nature of our management team, and their track record of success in the net zero and eco-friendly industry we operate in will be the drivers of our success.

We compete with other real estate development companies and companies seeking real estate investments. We seek to, but may not be able to effectively compete with, such competitors.

We believe we benefit from the following competitive strengths:

Our Organizational Structure

Rayven Properties, LLC currently has two classes of securities, Voting Units and Non-Voting Units, and is managed through its Management Agreement with Rayven Manager, LLC. See, “Our Amended and Restated Limited Liability Company Agreement” and “ – Management Agreement with Rayven Manager, LLC” below.

Voting Members

The following details the holders of our Voting Units:

All of the holders of the Voting Units own 16.667% of the Voting Units, except for LeavenWealth Holdings, LLC, which holds 33.332% of the Voting Units.

Manager

Our Manager is managed by its two named Managers: Owen Barrett and Chris Pomerleau. Further, our Manager is equally owned by six individuals who are also officers of the Manager: Owen Barrett, Chris Pomerleau, Grant Bowman, Joel Cesare, Earl Mohler and Collin Schwartz, see “Directors, Officers and Significant Employees.”

Management Agreement with Rayven Manager, LLC

On February 6, 2023, we entered into an Amended and Restated Management Agreement (the “Management Agreement”) with Rayven Manager, LLC (the “Manager”). Rayven Manager, LLC was established on October 6, 2022 to act as the “manager” of Rayven Properties, LLC. As a result, our executive officers and the other personnel which provide services to us are all employed by Rayven Manager, LLC.

Under the terms of the Management Agreement, Rayven Manager, LLC agreed to act as manager and manage the Company, including to:

The fees under the Management Agreement include a Fund Management Fee, Asset Management Fee, Acquisition Fee and Disposition Fee, as described below under the heading “Compensation to Our Manager”.

Pursuant to the Management Agreement, Rayven Manager assumes no responsibility under that agreement other than to render the services called for hereunder in good faith. Rayven Manager and its affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants, attorneys, accountants, auditors, and any person providing advisory or sub-advisory services to Rayven Manager, will not be liable to the Company or its members for any acts or omissions by any such person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Management Agreement and the Operating Agreement, except as provided in the Operating Agreement.

For additional information, please see the Management Agreement, which is filed as Exhibit 6.1 to the Offering Statement of which this Offering Circular forms a part.

Recent Developments

COVID-19

The Company’s operations may be affected by the recent and ongoing outbreak of COVID-19, declared a pandemic by the World Health Organization in March 2020. The ultimate disruption which may be caused by the outbreak or by future epidemic or pandemics is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows.

Possible areas that may be affected include, but are not limited to, higher default on lease payments by renters of our properties and the unavailability of materials and professional services for property improvements. In addition, the employees of companies that provide services to us could be medically or mentally affected by the pandemic and may be required to work remotely or unable to perform work required in person. This situation could cause of reduction in productivity or the inability to complete critical tasks for the Company.

The entire actual effects of the spread of COVID-19 are difficult to assess at this time as the actual effects will depend on many factors beyond the control and knowledge of the Company. However, the spread of COVID-19, if it continues, may cause an overall decline in the economy as a whole and therefore may materially harm our business, results of operations and financial condition.

Employees

We do not have any full-time employees. We are dependent upon the services provided under the Management Agreement with Rayven Manager, LLC for our operations.

Legal Proceedings

From time to time, we may become party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. We are not currently a party, as plaintiff or defendant, nor are we aware of any threatened or pending legal proceedings, that we believe to be material or which, individually or in the aggregate, would be expected to have a material effect on our business, financial condition or results of operation if determined adversely to us.

Executive Offices

Rayven Manager, LLC provides office space to us under the terms of the Management Agreement described above.

No Public Market

Although under Regulation A the Notes are not restricted, the Notes are still highly illiquid securities. No public market has developed nor is expected to develop for the Notes, and we do not intend to list the Notes on a national securities exchange or interdealer quotational system. You should be prepared to hold the Notes as the Notes are expected to be highly illiquid investments.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this Offering Circular. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Our Business sections in this Offering Circular. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. Our future operating results, however, are impossible to predict and no guaranty or warranty is to be inferred from those forward-looking statements.

Overview

Rayven Properties, LLC is organized as a Delaware limited liability company, and is an early-stage company formed to acquire, develop and manage commercial properties into net zero energy properties. Proceeds from the sale of the Notes in this offering to provide the capital for these activities. We are managed by Rayven Manager, LLC, or our Manager, under the terms of a Management Agreement. We were incorporated as Wild Buildings LLC under the laws of the State of Delaware on October 6, 2022, and changed our name to Rayven Properties, LLC on December 21, 2022.

As of the date of this Offering Circular, the company has not generated any revenue, and has incurred approximately $262,000 in operating expenses. These operating expenses were primarily comprised of marketing, as well as legal and other professional expenses incurred in connection with organizational matters, including this Offering.

Plan of Operations

General

For the twelve months following the commencement of the Offering, we will seek to sell the Notes and invest the proceeds in real estate properties and net zero energy renovations to those properties in accordance with our business model. Proceeds from net operating income will first pay primary debt on said properties and then pay interest on our Notes.

In, order to operate our Company for the future 12 months, we estimate that $65,000,000 in Note proceeds (when leveraged with primary debt) will allow us to acquire and decarbonize around $175,000,000 worth of real estate. The source of such funds is anticipated to be up to 87% of the net proceeds from our sales of the Notes in this offering. If we fail to generate at least $1,000,000 from our sales of the Notes, we may not be able to fully carry out our plan of operations.

We believe the proceeds from our sales of the Notes together with the proceeds of an earlier private placement (see “—Liquidity and Capital Resources”) will allow us to operate for five plus years should such amounts equal $5,000,000 or more. However, the extent of our operations will be less depending on the amount of proceeds received and the results of operations of our operating subsidiary.

We plan to continue acquiring properties for modification to net zero energy in accordance with our business model as we receive funds from selling the Notes in this offering, through the efforts of the Manager and through a network of referral sources including mortgage brokers, professional and business advisers, commercial banks and Chambers of Commerce and other business and trade organizations. The Company currently does not have any contracts with third parties related to the services it intends to provide.

Liquidity and Capital Resources

At December 31, 2022, we had cash on hand of $261,822. We do not have any external sources of capital to provide funds for our operations until we begin receiving proceeds from the sale of the Notes in this Offering.

In December 2022, the Company commenced a private placement of 300 Voting Units and 1,160 Non-Voting Units under Rule 506(b) of Regulation D. As of January 23, 2023, the placement has closed, and we received $1,460,000 in gross proceeds. 

Going Concern

The Company’s financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not yet generated any revenue and has no operating history. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date the financial statements were issued.

The financial statements do not include adjustments related to the recoverability and classifications of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Contingent Liabilities

We may be subject to lawsuits, investigations and claims (some of which may involve substantial dollar amounts) that can arise out of our normal business operations. We would continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on a thorough analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Because most contingencies are resolved over long periods of time, liabilities may change in the future due to new developments (including new discovery of facts, changes in legislation and outcomes of similar cases through the judicial system), changes in assumptions or changes in our settlement strategy. There were no contingent liabilities as of December 31, 2022.

Income Taxes

The Notes receive interest income. At the end of the calendar year, investors with over $10 of realized interest will receive a form 1099-INT. These will need to be filed in accordance with the United States Tax Code. Investor’s tax situations will likely vary greatly and all tax and accounting questions should be directed towards a certified public accountant.

As of December 31, 2022, we had no federal and state income tax expense.

Significant Accounting Policies

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are fully described in Note 3 to our financial statements appearing elsewhere in this Offering Circular, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.

OUR AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT

The following is a summary of certain provisions of our Amended and Restated Limited Liability Company Operating Agreement, as amended (the “Operating Agreement”). This summary does not purport to be complete and is qualified in its entirety by the provisions of the Operating Agreement, which is filed as Exhibit 2.3 to the Offering Statement of which this Offering Circular forms a part. The Operating Agreement was entered into on February 6, 2023, by and among (i) the persons (collectively, with their permitted successors and assigns, referred to herein as a “Voting Member” and collectively, as the “Voting Members”) and Owen Barrett, as the initial member and a Voting Member, and (ii) Rayven Manager, LLC, a Delaware limited liability company, as manager (the “Manager”).

The Company currently has 300 Voting Units outstanding and 1,460 Non-Voting Units outstanding, and is authorized to sell up to 2,000 Non-Voting Units   (collectively with the Voting Units, the “Units”). Initially, six individuals owned 50 Voting Units, and each of those individuals or their successors, as the case may be, is a “Voting Member”. Specifically, each of CashFlow Ventures, LLC, Philip Grant Bowman, The Earl and Rachele Mohler Trust and Joel Cesare are a single Voting Member, and LeavenWealth Holdings, LLC counts as two Voting Members.

The Company can issue additional Units (of either type) to the extent additional capital contributions are required, and such determination will generally be made by the Majority of Interest of the Voting Members. The “Majority of Interest of the Voting Members” means, at any time, at least all but one of the Voting Members, excluding any Voting Member subject to a disability.

Purpose

Generally under our Operating Agreement, our purpose is to acquire, develop and manage commercial real estate properties and to seek to convert the properties so that they are net zero energy properties.

Management

Pursuant to the Amended and Restated Management Agreement entered into on February 6, 2023 by and between the Company and Rayven Manager, LLC (the “Manager”), a copy of which is filed with this Offering Circular, the Manager will conduct and exercise full control over, and make all decisions with respect to, all activities, affairs and business of our Company, and shall be responsible for the day to day operations of the Company and any subsidiaries, and the supervision and monitoring of the financial condition and performance of the Company.

We have no officers, directors or employees. Accordingly, we sometimes refer to our Manager’s officers, directors and employees as our officers, directors and employees. Our Manager and its officers, directors and key personnel may engage in other or new business interests independent from our business, including competitive businesses, and need only devote as much of their time and attention to our Company as may be reasonably required to promote our purposes.

Our Manager will be paid certain management fees, as described below under the heading “Compensation to Our Manager”.

Distributions and Dividends

We are required under our Operating Agreement to effect a distribution of Available Cash if any, on a quarterly basis (the “Quarterly Distribution”), and subject to the availability of sufficient Available Cash. “Available Cash “means for any fiscal quarter or other period means the excess, if any, of (a) the sum of (i) the amount of all cash receipts of the Company and any subsidiary of the Company (excluding “Capital Contributions,” or the total amount of cash and cash equivalents contributed to the Company by a Member, and capital contributions made by the Company to any subsidiary of the Company) during the period, in each case without reduction for any non-cash charges, and (ii) any cash reserves of the Company and the subsidiaries of the Company existing at the start of such period over (b) the sum of (i) all cash amounts paid in the period on account of expenses and capital expenditures incurred in connection with the business and the Company and its subsidiaries (including general operating expenses, capital expenditures, taxes, amortization or interest on any debt of the Company), (ii) cash allocated for the acquisition of additional properties in the subsequent fiscal quarter, and (iii) cash reserves which may be required for the working capital and future expenses, debt payments, and other needs of the Company or any of its subsidiaries, as determined in by the Manager.

Distributions. 80% of the Available Cash (after payment of interest and principal required to be paid on debt of the Company) shall be distributed in each Quarterly Distribution to all Members (both the Non-Voting Members and Voting Members) in accordance with their respective percentage interests based on their capital contributions, and 20% of the Available Cash (after payment of interest and principal required to be paid on debt of the Company) shall be distributed to the Voting Members in accordance with their respective Percentage Interests of the Voting Members. Notwithstanding any provision to the contrary, the Company shall not make any distribution to Members if such distribution would violate § 18-607 of the Act or other Applicable Law, or if such distributions shall cause the Company or any subsidiary of the Company, if any, to violate any provision of any applicable debt financing of a subsidiary.

We will comply with any applicable tax withholding obligations in connection with making distributions.

Major Decisions

The consent of a Majority in Interest of the Voting Members shall be required to approve any “Major Decision,” including:

If a Majority in Interest of the Voting Members do not approve a Major Decision that requires that the Company or any of its subsidiaries take any action, the Company and any relevant subsidiary shall not take such action unless the action is approved pursuant to the terms of the Operating Agreement.

Dissolution and Liquidation

We will be dissolved only upon:

If the Company is dissolved, the Company shall be liquidated and its business and affairs wound up in accordance with the Act and pursuant to the provisions of Article 11 of the Operating Agreement.

Liability, Exculpation and Indemnification

Except to the extent required by applicable law, the debts, obligations and liabilities of the Company and its subsidiaries, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and its subsidiary, and no Covered Person shall be obligated personally for any such debt, obligation or liability solely by reason of being a Covered Person. A “Covered Person” is the Voting Members, the Manager and their successors and the officers and managers of the subsidiaries of the Company.

Exculpation. No Covered Person shall be liable to the Company, any of its subsidiaries or any other Covered Person for any loss incurred by reason of any act or omission performed or omitted by such Covered Person on behalf of the Company or any of its subsidiaries within the scope of authority conferred on the Covered Person by the Operating Agreement, except that a Covered Person shall be liable for any such loss incurred by reason of such Covered Person’s willful misconduct or breach of the Operating Agreement

Fiduciary Duty. The members waive and release all members, and the Manager from any fiduciary duty to the Company except for the duty to comply in good faith with the terms, conditions and obligations of the Operating Agreement and the obligation to act in good faith and fair dealing. The members acknowledge that the Voting Members and Manager have participated in the marketing of the membership interest offering and the Regulation A Offering and may in the future sponsor or organize entities that seek to acquire properties and undertake activities that may compete with the Company or otherwise deal with commercial real estate. The Members acknowledge that the Voting Members and Manager have an interest in and may utilize the list of investors in the Company under the membership interest Offering and the Regulation A Offering in marketing membership interests, stock, debt or other securities in connection with the marketing of interests in connection with such activities.

Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss incurred by the Covered Person by reason of any act or omission performed or omitted by the Covered Person on behalf of the Company or any of its subsidiaries within the scope of authority conferred on the Covered Person by the Operating Agreement; provided that, no Covered Person shall be entitled to indemnification to the extent the loss arises out of, directly or indirectly,

Expenses. To the fullest extent permitted by Applicable Law, expenses (including reasonable attorneys’ fees, disbursements, fines and amounts paid in settlement) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding relating to or arising out of their performance of their duties on behalf of the Company or a Company Subsidiary shall, from time to time, be advanced by the Company prior to the final disposition of the claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined that the Covered Person is not entitled to be indemnified as authorized in Section 8.04.

Insurance. The Manager arrange for the Company to purchase insurance to cover losses covered by the indemnification provisions and to otherwise cover losses for any breach or alleged breach by any Covered Person of such Covered Person’s duties; however, the Manager is not required to do so and the amounts of covered by such insurance (including limits and deductibles) will be determined by the Manager.

Funding of Indemnification Obligation. Notwithstanding anything contained herein to the contrary, any indemnity by the Company relating to the matters covered in Article VIII of the Operating Agreement shall be provided out of and to the extent of Company assets only, and no member shall have personal liability on account thereof or shall be required to make any capital contributions to pay any indemnity by the Company.

Governing Law; Jurisdiction

All issues and questions concerning the application, construction, validity, interpretation and enforcement of the Operating Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, the Operating Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, may be brought in any state court or the United States District Court having jurisdiction over Douglas County, Nebraska so long as one of such courts shall have subject-matter jurisdiction over such suit, action or proceeding.

DIRECTORS, OFFICERS AND SIGNIFICANT EMPLOYEES

We do not have any directors, officers, or significant employees. We are managed by our Manager, and we sometimes refer to our Manager’s officers and directors as our officers and directors and as our management. Neither our Manager, nor our Manager’s directors, are elected by our members. No other person or entity controls our Manager.

Our Manager has two managers, Owen Barrett and Chris Pomerleau. The following are the managers, key officers and significant employees of our Manager, who by virtue of their collective ownership of our Manager, control our Manager. No other person or entity controls our Manager.

Below is a summary of the officers of the Manager:

Owen Barrett, President.

Owen Barrett co-founded Rayven Properties, LLC with Chris Pomerleau, and serves as the Company’s President. Mr. Barrett’s primary purpose is merging energy management with multifamily acquisitions. Mr. Barrett’s experience includes Lumeo, LLC a niche ESCO, which he sold in 2018. In 2010, Mr. Barrett developed SustainaBall Change, a 5019(c)(3) organization. Additionally, Mr. Barrett served as a Global Energy Manager for Life Technologies from 2012 – 2015. Mr. Barrett also served as a Proxy Analyst providing institutional shareholder guidance and proxy research at Glass Lewis from 2009 - 2011. Mr. Barrett graduated Magna Cum Laude with a Bachelor of Science in Finance and Economics from Bentley University in Waltham, MA in 2008, and a Master of Science in Environmental Science and Management from the University of California, Santa Barbara, in 2012.

Chris Pomerleau, VP, Investment Strategy

Chris Pomerleau co-founded Rayven Properties, LLC with Owen Barrett, and serves as the Company’s VP, Investment Strategy, combining experience in legal, negotiation and real estate experience. Together with Collin Schwartz, Mr. Pomerleau is a co-founder of LeavenWealth Capital, a real estate investment firm with over 2,600 apartment units and $226 million assets under management spreading across 7 states, and began investing in real estate 2013. From 2013 – 2022 Mr. Pomerleau served as an attorney at Nebraska Legal Group in Omaha, NE. Prior to that, Mr. Pomerleau served in the United States Army from 2010 - 2013 and was named Battalion Commander of the Creighton University Army ROTC program, ranked #1 as Lieutenant in his 990-soldier Battalion, and was promoted to Battalion S-4 Logistics Officer. Mr. Pomerleau’s role as Battalion S-4 was the planning and implementation of energy and water conservation and waste management. Mr. Pomerleau Mr. Pomerleau received a Bachelor of Arts in Sociology from Augustana College in 2006, and received a Juris Doctor and Masters in Negotiation and Dispute Resolution from Creighton University School of Law in 2010.

Grant Bowman, VP, Investor Relations

Grant Bowman was appointed as VP, Investor Relations in October 2022, and oversees sourcing opportunities, equity, and debt for acquisitions across the United States. From 2012 - 2014, Mr. Bowman served as an environmental volunteer in the Peace Corps, where he spent more than two years in the Congo River Basin creating an ecotourism business in partnership with the Cameroonian government. From 2019 - 2021, Mr. Bowman taught environmental science at Seattle Academy, an elite private school in Seattle, Washington, and was credited with reshaped the existing curriculum to focus on real-world environmental issues, prioritizing climate change and the actions humanity can take to mitigate damage. Prior to Seattle Academy, Mr. Bowman taught astronomy, biology, and chemistry at the Open Window School in Bellevue, Washington from 2019 - 2021. From 2015 - 2017, Mr. Bowman served in various roles, including account executive specializing in conceptualizing, qualifying, and developing energy-saving projects for private and public sector clients, at McKinstry, an ESCO in Seattle, Washington. Mr. Bowman receive a Bachelor of Arts in Economics and Environmental Studies from Western Washington University with a focus on natural resource economics in 2011 and a Masters in Teaching from the University of Washington in 2020.

Joel Cesare, VP, Net Zero

Joel Cesare was appointed as VP, Net Zero in October, 2022, developing company strategy, managing clean technology at scale, and accessing his vast network for capital partner opportunities. Mr. Cesare worked with Google, Inc. from 2019 – current on the Sustainability Team. Mr. Cesare served in roles at Skanska from 2012 to 2014, in roles in architecture services division and in the sustainability program, and at AIG from 2005 – 2007. Mr. Cesare’s recognitions include Top 25 Newsmaker in 2018 from ENR Magazine, Hero in 2019 at the International Living Future Institute UnConference, First in the World achievement from the USGBC in 2017 and 40 under 40 in Building & Construction Magazine in 2017. Mr. Cesare graduated Magna Cum Laude with a Bachelor of Arts in Government and Law and Environmental Geology from Lafayette College in 2004. Mr. Cesare received a Masters in Environmental Science & Management from the Bren School at University of California, Santa Barbara in 2012.

Julia Childress, VP, Marketing

Julia Childress was appointed as VP, Marketing in October, 2022. Ms. Childress was the Chief Marketing Officer of Schilling Cider from 2017 – 2021 and a Marketing Consultant for Numerator from 2021 – Present. Ms. Childress received a Bachelor of Arts from Willamette University in 2016 and a Master of Business Administration from Willamette University in 2017.

Earl Mohler, VP, Solar

Earl Mohler was appointed as VP, Solar in October, 2022. Mr. Mohler carries a C-10 Electrical Contractor and a C-46 California Solar Contractor’s License. Mr. Mohler has been in the construction industry for 25 years and has been installation commercial solar PV systems for 15 years.

Collin Schwartz, VP, Operations

Collin Schwartz was appointed as VP, Operations in October, 2022. Together with Mr. Pomerleau, Mr. Schwartz is a co-founder of LeavenWealth Capital. In 2017, Mr. Schwartz founded Brick Town Management, a property management company in Nebraska, and developed a real estate meetup in Nebraska which holds nearly 4,000 members. Mr. Schwartz also served in roles as a store manager for Hy Vee from 2007 – 2013. Mr. Schwartz graduated with a Master of Business Administration with a focus in Finance from Bellevue University in Bellevue, Nebraska in 2013.

COMPENSATION OF OUR MANAGER

Our Company does not have any directors, officers or employees. The operation of our Company is managed by our Manager. Pursuant to the Management Agreement, entered into by the Company and Rayven Manager, LLC (the “Manager”), the Company is obligated to pay to the Manager (i) a quarterly 0.175% fund management fee (the “Fund Management Fee”); (ii) a monthly 2% asset management fee (the “Asset Management Fee”); (iii) a 2% acquisition fee (the “Acquisition Fee”); and (iv) a 2% disposition fee (the “Disposition Fee”), each as further described below:

Fund Management Fee. The Manager shall receive a quarterly fee equal to 0.175% of the total assets of the Company as of the last day of the quarter. Total assets of the Company shall be determined by the Manager of the Company in its good faith discretion based on the fair market value of the Company’s assets and the Manager’s determination shall be binding absent manifest error.

Asset Management Fee. The Company shall pay to the Manager a monthly asset management fee of 2% of the monthly gross revenue generated by the Properties. The Asset Management Fee shall be paid in arrears on a monthly basis.

Acquisition Fee. The Company shall pay an acquisition fee equal to 2% of the purchase price of any Property acquired by the Company within five days after closing of the acquisition of the Property. If there are any Property Guarantors with respect to the Property for which an acquisition fee is paid, one half of such fee, or one percent of the purchase price of the Property, shall be paid to the Property guarantors to be divided equally among the Property guarantors. The remaining portion of the acquisition fee, after payment to the Property guarantors, if any payment is required to be made to Property guarantors, shall be paid to the Manager.

Disposition Fee. The Company shall pay or cause the applicable Company Subsidiary to pay to Manager a disposition fee equal to 2% of the cash sale price of any Property acquired by the Company or a Company Subsidiary within five days after closing of the disposition of a Property.

For more information on the Management Agreement, see “Our Business -- Management Agreement with Rayven Manager, LLC”. The above description of the compensation of our Manager does not purport to be complete, and is qualified in its entirety to the copy of the Management Agreement attached as Exhibit 6.1 to the Offering Statement of which the Offering Circular forms a part.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Due to Related Party

As of the inception date, the Company owed Owen Barrett $25,000 for prepaid professional fees. The advance was non-interest bearing. As of the date of this Offering Circular, the Company has repaid these advances.

Management Agreement

On February 6, 2023, we entered into the Management Agreement with Rayven Manager, LLC, a Delaware limited liability company (the “Manager”), which members of the Manager include Owen Barrett and Chris Pomerleau, each of whom are members of the Company.

The terms of the Management Agreement are described in this Offering Circular under the section entitled “Our Business –Management Agreement.” Pursuant to the Management Agreement, we are obligated to pay compensation to the Manager as described in the section titled “Compensation Of Our Manager.”

To date, that have been no payments under the Management Agreement to Mr. Barrett and Mr. Pomerleau.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

At February 7, 2023, the Company had 300 voting units of membership outstanding (“Voting Units”), which were held as provided in the table below. Unless specified below, the business address of each of the members is c/o Rayven Properties LLC, 1759 Oceanside Blvd, Suite C506, Oceanside, California, 92054.

SECURITIES BEING OFFERED

We may offer Notes with a total value of up to $75,000,000 on a continuous basis under this Offering Circular. We will not issue more than $75,000,000 of securities pursuant to this Offering Circular in any 12-month period.

The Notes will:

*With respect to the payment of interest on a Note, the Company intends to make the first payment beginning on the 15^th day following the end of the first quarter ending one year after the issuance of such Note.  Therefore, all Notes sold in this Offering will be entitled to their first of their prepayments at the same time, even though the amounts may vary, as investors who were issued Notes earlier will have a longer period to have accrued interest as interest accrues from the date of issuance. The Company determines if there is available cash by reference to “Available Cash” definition in the Company’s Limited Liability Company Agreement, and adjusting it exclude any of these prepayments for that period.

In addition, if for any period, the Company did not have sufficient funds to pay all of the prepayment amounts for the interest accrued in the prior quarter, they would pay the amounts pro rata based on how much interest was accrued and unpaid. And, any unpaid prepayment amounts will be available to be prepaid in future quarter, the “shortfall amounts”. In addition, if the Company has sufficient funds to pay all of the prepayment amounts for the interest accrued in the prior quarter but not for prior quarters, the funds will be distributed pro rata based on shortfall amounts.

Ranking. The Notes will be our general unsecured obligations and will rank equally with all of our other unsecured debt unless such debt is senior to or subordinate to the Notes by their terms. Though the Company does not have an senior debt, in the future financing lenders may require a senior secured debt position, and the Notes would be subordinate to those lenders. The Company may place any debt holder in a senior secured position as it may determine, in its sole discretion, is in the best interests of the Company.

Form and Custody. The Notes will be issued by computer-generated program on the Company’s website and electronically signed by us in favor of the investor. The Notes will be stored by us and will remain in our custody for ease of administration with a copy available in investor’s account.

Transfer. The Notes are transferable free of charge.

Conversion or Exchange Rights. The Notes are not convertible or exchangeable into any other securities.

Events of Default.

The following will be events of default under the Notes:

If any such event described above shall occur, the entire Outstanding Principal Balance together with all Interest accrued and unpaid thereon shall automatically become due and payable without presentment, demand, protest or other notice of any kind.

Governing Law.

The Notes will be governed and construed in accordance with the laws of the State of Delaware.

Arbitration.

Pursuant to the terms of the Note Purchase Agreement, the holders of Notes and the Company will agree to (i) resolve disputes of the holders of Notes through binding arbitration, instead of through courts of general jurisdiction or through a class action and (ii) waive the right to a trial by jury and to participate in any class action.

Pursuant to the terms of the Note Purchase Agreement, if a holder of Notes does not agree to the terms of the arbitration provision, the holder of Notes may opt-out of the arbitration provision by sending an arbitration opt-out notice to the Company within thirty days of the holder’s first electronic acceptance of the Note Purchase Agreement. If the opt-out notice is not received within thirty days, the holder of Notes will be deemed to have accepted all terms of the arbitration provision, including the class action and jury waiver. If the investor opts out of the arbitration provision, the investor has also opted out of the jury trial and class action waivers.

As arbitration provisions in commercial agreements have generally been respected by federal courts and state courts of Delaware, we believe that the arbitration provision in the Note Purchase Agreement is enforceable under federal law and the laws of the State of Delaware. Although holders of Notes will be subject to the arbitration provisions of the Note Purchase Agreement, the arbitration provisions do not preclude holders of Notes from pursuing claims under the Exchange Act and Securities Act in federal courts. THE ARBITRATION PROVISION OF THE NOTE PURCHASE AGREEMENT IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF NOTES OF THE COMPANY’S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE ARBITRATION PROVISION OF THE NOTE PURCHASE AGREEMENT DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

Jury Trial and Class Action Waivers.

The Note Purchase Agreement provides that, to the extent permitted by law, each party to the Note Purchase Agreement waives the right to a jury trial or class action of any claim they may have against us arising out of or relating to our Notes or the Note Purchase Agreement. If we were to oppose a jury trial or class action demand based on such waiver, the court would determine whether the waiver was enforceable based upon the facts and circumstances of that case in accordance with applicable state and federal law, including whether a party knowingly, intelligently and voluntarily waived the right to a jury trial or class action. The holders of Notes will be subject to these provisions of the Note Purchase Agreement to the extent permitted by applicable law. THE WAIVER OF THE RIGHT TO A JURY TRIAL AND CLASS ACTION CONTAINED IN THE NOTE PURCHASE AGREEMENT IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF NOTES OF THE COMPANY’S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE JURY WAIVER AND CLASS ACTION WAIVER PROVISIONS OF THE NOTE PURCHASE AGREEMENT DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT. If the investor opts out of the arbitration provision, the investor has also opted out of the jury trial and class action waivers.

The form of Note and Note Purchase Agreement are filed as Exhibit 3.1 and 4.1, respectively, to the Offering Statement of which this Offering Circular forms a part.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

We will be required to make annual and semi-annual filings with the SEC. We will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. We will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months ended June 30. We will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors or certain types of capital-raising. We will be required to keep making these reports unless we file a Form 1-Z to exit the reporting system, which we will only be able to do if we have less than 300 stockholders of record and have filed at least one Form 1-K.

At least every 12 months, we will file a post-qualification amendment to the Offering Statement of which this Offering Circular forms a part, to include the Company’s recent financial statements.

We may supplement the information in this Offering Circular by filing a Supplement with the SEC.

These filings will be available on the SEC’s website at www.sec.gov. You should read all the available information before investing.

WILD BUILDINGS, LLC

INDEPENDENT AUDITOR’S REPORT

To the Manager of 

Wild Buildings, LLC 

Oceanside, CA

Opinion

We have audited the accompanying financial statement of Wild Buildings, LLC (the “Company”) which comprise the balance sheet as of October 6, 2022 (inception), and the related notes to the financial statement.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of the Company as of October 6, 2022 (inception) in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statement section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statement has been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statement, the Company has not commenced planned principal operations, plans to incur significant costs in pursuit of its capital financing plans, and has not generated any revenues or profits as of October 6, 2022 (inception). These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statement

Management is responsible for the preparation and fair presentation of the financial statement in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statement that is free from material misstatement, whether due to fraud or error.

In preparing the financial statement, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statement is available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statement

Our objectives are to obtain reasonable assurance about whether the financial statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements, including omissions, are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statement.

In performing an audit in accordance with generally accepted auditing standards, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ Artesian CPA, LLC 

Artesian CPA, LLC 

Denver, Colorado 

November 30, 2022

See Independent Auditor’s Report and accompanying notes, which are an integral part of this financial statement.

NOTE 1: NATURE OF OPERATIONS

Wild Buildings, LLC (the “Company”) is a limited liability company organized on October 6, 2022 under the laws of Delaware. The Company was formed to acquire multi-family residential projects that will be modified to become energy neutral through the installation of solar panels and other improvements. The Company's headquarters are Oceanside, California.

As of October 6, 2022 (inception), the Company has not yet commenced planned principal operations nor generated revenue. The Company’s activities since inception have consisted of formation activities and preparations to raise capital. Once the Company commences its planned principal operations, it will incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure additional funding to operationalize the Company’s planned operations or failing to profitably operate the business.

NOTE 2: GOING CONCERN

The accompanying financial statement has been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not yet commenced planned principal operations, plan to incur significant costs in pursuit of its capital financing plans, and has not generated revenues or profits since inception. The Company’s ability to continue as a going concern for the next twelve months following the date the financial statement was available to be issued is dependent upon its ability to obtain additional capital financing from investors sufficient to meet current and future obligations and deploy such capital to produce profitable operating results. No assurance can be given that the Company will be successful in these efforts.

These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The financial statement does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP).

The Company adopted the calendar year as its basis of reporting.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash Equivalents and Concentration of Cash Balance

The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. As of October 6, 2022 (inception), the Company has not established a deposit account with a financial institution.

Prepaid Expenses

Prepaid expenses includes agreements for professional fees that the Company entered into before and on its inception, owed to a related party as of October 6, 2022.

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

The carrying amounts reported in the balance sheet approximate their fair value.

Organizational Costs

In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

Income Taxes

The Company is a limited liability company. Accordingly, under the Internal Revenue Code, all taxable income or loss flows through to its members. Therefore, no provision for income tax has been recorded in the financial statement. Income from the Company is reported and taxed to the members on their individual tax returns.

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statement.

NOTE 4: MEMBER’S EQUITY

The Company is managed by Wild Buildings Manager, LLC, a Delaware limited liability company and managing non-member of the Company (the “Manager”). The Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters, to execute any contracts or other instruments on behalf of the Company, and to perform any and all other acts or activities customary or incidental to the management of the Company’s business. Major decisions, as defined in the Company's LLC agreement, require a majority vote of the Company's voting members.

The Company has authorized two classes of its membership units: Voting Units and Non-Voting Units. The Non-Voting Units are to be issued to the six original voting members. Up to 1,000 Non-Voting Units will be issued at $1,000 per unit. All unitholders are subject to calls for additional contributions in accordance with the terms outlined in the Company's LLC agreement.

The Company’s six voting members have committed to a total capital contribution of $300,000 in the form of cash contributions in exchange for 50 Voting Units each (300 Voting Units total). These contributions have not yet been funded. No capital has been contributed to the Company as of October 6, 2022 (inception).

The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Company, and no member of the Company is obligated personally for any such debt, obligation, or liability.

NOTE 5: RELATED PARTY TRANSACTIONS

Management Agreement

Beginning on October 15, 2023 and on the 15th day of January, April, July, and October thereafter, the Manager shall receive a quarterly fee equal to .50% of the total capital of the Company being the sum of the capital contributions of the members of the Company and the sums raised and received by the Company pursuant to the planned equity offering as of the first day of the fiscal quarter proceeding the date such payment is due.

The Company shall pay the Manager a monthly asset management fee of 1.0% of the monthly gross revenue generated by the Company’s properties. The asset management fee shall be paid in arrears on a monthly basis.

The Company shall pay to the Manager and/or any guarantors an acquisition fee equal to 2% of the purchase price of any property acquired by the Company within five days after closing of the acquisition of the property.

The Company shall pay the Manager a disposition fee equal to 2% of the cash sale price of any property acquired by the Company within five days after closing of the disposition of a property.

Due to Related Party

As of the inception date, there was $25,000 due to an officer of the Company, a related party, for prepaid professional fees. The advances are non-interest bearing and due on demand.

NOTE 6: RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU supersedes the previous revenue recognition requirements in ASC Topic 605—Revenue Recognition and most industry-specific guidance throughout the ASC. The core principle within this ASU is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, which deferred the effective date for ASU 2014-09 by one year to fiscal years beginning after December 15, 2017, while providing the option to early adopt for fiscal years beginning after December 15, 2016. Transition methods under ASU 2014-09 must be through either (i) retrospective application to each prior reporting period presented, or (ii) retrospective application with a cumulative effect adjustment at the date of initial application. The Company adopted this new standard effective at its inception date.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted this new standard effective at its inception date.

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statement. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

NOTE 7: SUBSEQUENT EVENTS

On October 7, 2022, the Manager entered into two agreements for prepaid professional fees on behalf of the Company for a total of $96,073. The advances are non-interest bearing, unsecured and due on demand.

Through the date of this financial statement, the Company has received $225,000 in initial capital contributions from the original voting members.

Management’s Evaluation

Management has evaluated subsequent events through November 30, 2022, the date the financial statement was available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in this financial statement.

PART III - EXHIBITS

Index to Exhibits

SIGNATURES

Pursuant to the requirements of Regulation A, the registrant has duly caused this Form 1-A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oceanside, State of California, on February 10, 2023.

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

Exhibit 2.2

Certificate of Amendment to the Certificate of Formation of Wild Buildings, LLC State of Delaware Secretary of State Division of Corporations Delivered 02:03 P.\1 12/21/2022 FILED 02:03 PM 12/21/2022 SR 20224339605 - File Number 7070769 Pursuant to Section 18-202 of the Delaware Limited Liability Company Act, it is hereby certified as follows: 1. The name of the limited liability company (hereinafter called the "LLC") is: Wild Buildings, LLC. 2. The Certificate of Formation of the LLC is hereby amended by deleting Article FIRST thereof and by substituting in lieu thereof the following: "FIRST. The name of the limited liability company (the "Company") is: RA YVEN PROPERTIES, LLC IN WITNESS WHEREOF, the undersigned, the Manager of the Company, has executed this Certificate on the .11.st day of December, 2022. EAST\138093640.1 393022-000003 RA YVEN MANAGER, LLC By:~,,.q..-- Name: Owen Barrett Title: Authorized Member

Exhibit 2.3

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

RAYVEN PROPERITES, LLC (FORMERLY WILD
BUILDINGS, LLC)

This Amended and Restated Limited Liability Company Agreement of Rayven Properties, LLC, a Delaware limited liability company (the “Company”), is entered into as of February 6, 2023, by and among the persons (collectively, with their permitted successors and assigns, are each referred to as a “Voting Member” and collectively, as the “Voting Members”) and OWEN BARRETT, as the initial member and a Voting Member (“Barrett”) and RAYVEN MANAGER, LLC (formerly Wild Buildings Manager, LLC), a Delaware limited liability company, as manager (the “Manager”).

RECITALS

Barrett caused the Company to be organized by filing a Certificate of Formation with the Secretary of State of Delaware on October 6, 2022 in accordance with the Delaware Limited Liability Company Act.

The Voting Members and the Manager entered into this Amended and Restated Limited Liability Company Agreement (the “Agreement”) in order to complete the initial capitalization of the Company and to appoint the Manager as non-member manager of the Company.

The Company has been organized to acquire, develop and manage commercial real estate properties and to seek to convert the properties so that they are net energy neutral properties.

The Voting Members and the Manager have amended the name of the Company to Rayven Properties, LLC and have amended the name of the Manager to Rayven Manager, LLC.

The day-to-day affairs of the Company shall be managed by the Manager.

In addition to the Voting Members, the Company will undertake an offering of non-voting membership interests to investors (the “Membership Offering”) and the Company will undertake a debt offering under Regulation A (the “Reg A Offering”). The Voting Members shall be responsible for obtaining and marketing the Company in order to obtain investors for the Membership Offering and the Reg A Offering and to participate and support the Company’s operations. The Company and the Manager desire to amend and restate the Limited Liability Company Agreement of the Company in order to facilitate completion of the Membership Offering and the filing of the Reg A Offering.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I
DEFINITIONS

Section 1.01      Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in this Section 1.01:

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Additional Capital Contribution” means a Capital Contribution in addition to the Initial Capital Contributions by the Members.

“Additional Capital Contribution Notice” shall have the meaning set forth in Section 3.02(a).

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

(a)            crediting to such Capital Account any amount that such Member is obligated to restore or is deemed to be obligated to restore pursuant to Treasury Regulations Sections 1.704- 1(b)(2)(ii)(c), l.704-2(g)(l) and l.704-2(i); and

(b)            debiting to such Capital Account the items described in Treasury Regulations Section l.704-l(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Affiliate” means, with respect to a specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. For purposes of this Agreement, the term “control” (including its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as executed and as it may be amended, modified, supplemented or restated from time to time as permitted hereby.

“Applicable Law” means all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations or orders of any Governmental Authority; (b) any consents or approvals of any Governmental Authority; and (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.

“Available Cash” for any fiscal quarter or other period means the excess, if any, of (a) the sum of (i) the amount of all cash receipts of the Company and the Company Subsidiaries (excluding Capital Contributions and capital contributions made by the Company to any Company Subsidiary) during the period, in each case without reduction for any non-cash charges, and (ii) any cash reserves of the Company and the Company Subsidiaries existing at the start of such period over (b) the sum of (i) all cash amounts paid in the period on account of expenses and capital expenditures incurred in connection with the Company’s and the Company Subsidiaries’ businesses (including general operating expenses, capital expenditures, taxes, amortization or interest on any debt of the Company), (ii) cash allocated for the acquisition of additional properties in the subsequent fiscal quarter, and (iii) cash reserves which may be required for the working capital and future expenses, debt payments, and other needs of the Company or any Company Subsidiary, as determined in by the Manager.

“Bankruptcy” means, with respect to a Member or the Company or any Company Subsidiary, the occurrence of any of the following:(a) the filing of an application by the Member or the Company for, or a consent to, the appointment of a trustee of the his or its assets; (b) the filing by him or it of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing the his or its inability to pay its debts as they come due; (c) the making by the him or it of a general assignment for the benefit of the creditors; (d) the filing by him or it of an answer admitting the material allegations of, or consenting to, or defaulting in answering a bankruptcy petition filed against him or it in any bankruptcy proceeding; or (e) the expiration of ninety (90) days following the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating him or it a bankrupt, or subject to a proceeding under the Federal Bankruptcy Code or appointing a trustee of his or its assets.

“Book Depreciation” means, with respect to any Company asset for each Fiscal Year (or other relevant period), the Company’s depreciation, amortization, or other cost recovery deductions determined for federal income tax purposes with respect to such asset, except that if the Book Value of an asset differs from its adjusted tax basis at the beginning of such Fiscal Year (or other relevant period), Book Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year (or other relevant period) bears to such beginning adjusted tax basis; provided that, if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year (or other relevant period) is zero and the Book Value of the asset is positive, Book Depreciation shall be determined with reference to such beginning Book Value using any permitted method selected by the Manager in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3);

“Book Value” “Book Value” means, with respect to any asset, the adjusted basis of such asset for federal income tax purposes, except as follows:

(a)            the initial Book Value of any asset contributed by a Member to the Company shall be the gross Fair Market Value of such asset as of the date of such contribution;

(b)            immediately prior to the distribution by the Company of any asset to a Member, the Book Value of such asset shall be adjusted to its gross Fair Market Value as of the date of such distribution;

(c)            the Book Value of all Company assets shall be adjusted to equal their respective gross Fair Market Values, as reasonably determined by the Manager upon the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

(d)            the Book Value of each asset shall be increased or decreased, as the case may be, to reflect any adjustments to the adjusted tax basis of such asset pursuant to Code Sections 734(b) or 743(b), but only to the extent that such adjustments are taken into account in determining Capital Account balances pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and Section 5.02(e); provided that, Book Values shall not be adjusted pursuant to this paragraph (d) to the extent that an adjustment pursuant to paragraph (c) above is made in conjunction with a transaction that would otherwise result in an adjustment pursuant to this paragraph (d); and

(e)            if the Book Value of a Company asset has been determined pursuant to paragraph (a) or adjusted pursuant to paragraphs (c) or (d) above, such Book Value shall thereafter be adjusted to reflect the Book Depreciation taken into account with respect to such Company asset for purposes of computing Net Income and Net Losses.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in Douglas County, Nebraska are authorized or required to close.

“Capital Account” has the meaning set forth in Section 3.04.

“Capital Contribution” means, for any Member, the total amount of cash and cash equivalents contributed to the Company.

“Capital Budget” shall have the meaning set forth in Section 7.01.

“Capital Contribution Percentage Interest” means with respect to any Member, the fraction (expressed as a percentage) the number of which is the Member’s Capital Contribution(s) to the Company and the denominator of which is the total Capital Contributions made by all Members to the Company. For example, if a Member has contributed $50,000 to the Company and the aggregate amount of all Capital Contributions to the Company are $1,300,000, the Member’s Capital Contribution Percentage Interest is 50,000/1300000 or 3.4862%.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Delaware Secretary of State on October 5, 2022, as amended from time to time in accordance with the provisions hereof.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the Preamble.

“Company Minimum Gain” means “partnership minimum gain” as defined in Treasury Regulations Section l.704-2(b)(2), substituting the term “Company” for the term “partnership” as the context requires.

“Company Subsidiary” means any Person, the ownership or equity interests of which are owned, in whole or in part, directly or indirectly, by the Company.

“Consent by Spouse” has the meaning set forth in Section 2.07.

“Contributing Member” has the meaning set forth in Section 3.03(a).

“Contribution Default Notice” has the meaning set forth in Section 3.03(a).

“Contribution Election Notice” has the meaning set forth in Section 3.03(a).

“Control” means, with respect to any specified Person, the power, direct or indirect, to direct or cause the direction of the management and policies of the Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “Controlling” and “Controlled” shall have correlative meanings.

“Corporate Transparency Act” means the Anti-Money Laundering Act of 2020, as amended from time to time and all regulations issued thereunder.

“Covered Person” means the Voting Members, the Voting Member Representatives, the Manager and their successors and the officers and managers of the Company Subsidiaries.

“Default Amount” has the meaning set forth in Section 3.03(a).

“Disability” means for a period as a result of a physical or mental illness or impairment due to which Manager is unable to perform his or her duties to the Company and the Company Subsidiaries on a full-time basis, even with reasonable accommodation or the adjudication of such person by a court of competent jurisdiction as incompetent to manage the person’s affairs or property regardless of any period during which the person is unable to perform his or her regular management duties to the Company. A Majority of the Voting Members shall determine, according to the facts then available, whether and when a person has suffered a Disability which shall exist so long as a Majority of the Voting Members continue to determine that a Disability exists.

“Electing Members” shall have the meaning provided in Section 7.04.

“Electronic Transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

“Fair Market Value” shall mean the cash price at which a willing seller would sell and a willing buyer would buy, both having full knowledge of the relevant facts and being under no compulsion to buy or sell, in an arm’s-length transaction without time constraints.

“Initial Capital Contribution” means the initial capital contribution made by a Member in exchange for initial purchase of Voting Units or Non-Voting Units.

“Liquidator” shall have the meaning set forth in Section l l.03(a).

“Losses” means losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against the losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims.

“Major Decisions” shall have the meaning set forth in Section 7.02.

“Majority in Interest of the Voting Members” and “Majority of the Voting Members” means, at any time, at least all but one (1) of the Voting Members and Voting Member Representatives, excluding any Voting Member Representative subject to a Disability.

“Management Agreement” means the Management Agreement with the Manager entered into contemporaneously with this Agreement and any amendments thereto approved as provided herein.

“Mediator” shall have the meaning set forth in Section 7.04(a).

“Member” means (a) each Person identified on the Members Schedule as of the date hereof as a Member and who has executed this Agreement or a counterpart thereof, and (b) and each Person who is hereafter admitted as a Member in accordance with the terms of this Agreement and the Act, in each case so long as such Person is shown on the Company’s books and records as the owner of such Membership Interest. The Members shall constitute the “members” (as that term is defined in the Act) of the Company.

“Member Nonrecourse Debt” means “partner nonrecourse debt” as defined in Treasury Regulations Section 1.704-2(b)(4), substituting the term “Company” for the term “partnership” and the term “Member” for the term “partner” as the context requires.

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if the Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section l.704-2(i)(3).

“Member Nonrecourse Deduction” means “partner nonrecourse deduction” as defined in Treasury Regulations Section l.704-2(i), substituting the term “Member” for the term “partner” as the context requires.

“Member’s Percentage Interest” means the Percentage Interests of the Member in the class of Membership Interests shown on the Members Schedule, as amended from time to time.

“Members Schedule” means Exhibit A to this Agreement, as amended from time to time.

“Membership Interest” means an interest in the Company owned by a Member, including the Member’s right (a) to its distributive share of Net Income, Net Losses and other items of income, gain, loss and deduction of the Company; (b) to its distributive share of the assets of the Company, (c) to vote on, consent to, or otherwise participate in, any decision of the Members as provided in this Agreement; and (d) to any and all other benefits to which such Member may be entitled as provided in this Agreement or the Act.

“Membership Offering” shall have the meaning set forth in the Recitals.

“Net Income” and “Net Loss” mean, for each Fiscal Year or other period specified in this Agreement, an amount equal to the Company’s taxable income or taxable loss, or particular items thereof, determined in accordance with Code Section 703(a) (where, for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(l) shall be included in taxable income or taxable loss), but with the following adjustments:

(a)            any income realized by the Company that is exempt from federal income taxation, as described in Code Section 705(a)(l)(B), shall be added to such taxable income or taxable loss, notwithstanding that such income is not includable in gross income;

(b)            any expenditures of the Company described in Code Section 705(a)(2)(B), including any items treated under Treasury Regulations Section l.704-l(b)(2)(iv)(I) as items described in Code Section 705(a)(2)(B), shall be subtracted from such taxable income or taxable loss, notwithstanding that such expenditures are not deductible for federal income tax purposes;

(c)            any gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property so disposed, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(d)            in lieu of the depreciation, amortization or cost recovery deductions allowable in computing taxable income or loss, there shall be taken into account book depreciation;

(e)            if the Book Value of any Company property is adjusted as provided in paragraphs or (c) of the definition of Book Value, then the amount of such adjustment shall be treated as an item of gain or loss and included in the computation of such taxable income or taxable loss; and

(f)            notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Section 5.02 hereof shall not be taken into account in computing Net Income or Net Loss. Except as otherwise provided in Section 5.02, the amounts of the items of Company income gain, loss or deduction available to be specially allocated pursuant to Section 5.02 shall be determined by applying rules analogous to those set forth in paragraphs (a) through (e) above.

“Non-Contributing Member” shall have the meaning set forth in Section 3.03(a).

“Non-Electing Members” shall have the meaning set forth in Section 7.04

“Non-Participating Member” shall have the meaning set forth in Section 2.08.

“Non-Participating Member’s Interest” shall mean and include for purposes of the application of Section 2.08 hereof, any membership interest of the Non-Participating Member and any Voting Interest previously owned by the Non-Participating Member that has been transferred to any Person, including any trust for which the Non-Participating Member is a trustee.

“Non-Voting Member” shall mean any Member who owns Non-Voting Units.

“Non-Voting Units” are units of membership in the Company that are listed in the Members Schedule as Non-Voting Units and have no right to vote on matters.

“Nonrecourse Deductions” has the meaning set forth m Treasury Regulations Section 1.704-2(b).

‘‘Nonrecourse Liability” has the meaning set forth in Treasury Regulations Section 1.704- 2(b)(3).

“Offering Participation Notice” shall have the meaning set forth in Section 2.08.

“Original Voting Members” shall mean Owen Barrett, Chris Pomerleau, Grant Bowman, Joel Cesare, Earl Hohler and Colin Schwartz, the original voting members of the Company.

“Partnership Representative” has the meaning set forth in Section 10.04(a).

“Permitted Transfer” means a Transfer of Membership Interests carried out pursuant to Section 9.02.

“Permitted Transferee” means a recipient of a Permitted Transfer.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Property” and “Properties” shall have the meaning set forth in Section 2.05.

“Proposed Capital Budget” shall have the meaning set forth in Section 7.01.

“Qualified Member” shall have the meaning set forth in Section 10.01.

“Regulatory Allocations” has the meaning set forth in Section 5.02(f).

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect at the time.

“Subsidiary” means, with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable governing body are owned, directly or indirectly, by the first Person.

“Taxing Authority” shall have the meaning set forth in Section 6.02(b).

“Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Membership Interests owned by a Person or any interest (including a beneficial interest or ownership interest in any Member or Person that owns directly, or indirectly any Membership Interest) in any Membership Interests owned by a Person. “Transfer” when used as a noun shall have a correlative meaning. “Transferor” and “Transferee” mean a Person who makes or receives a Transfer, respectively.

“Treasury Regulations” means the final or temporary regulations issued by the United States Department of Treasury pursuant to its authority under the Code, and any successor regulations.

“Voting Member” shall mean any Member who owns Voting Units.

“Voting Member Representative” shall have the meaning set forth in Section 9.02.

“Voting Unit” shall mean units of membership in the Company that are listed in the Members Schedule as Voting Units.

“Withholding Advances” shall have the meaning set forth in Section 6.02(b).

Section 1.02      Interpretation. For purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and Exhibits and Schedules attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Article II

ORGANIZATION

Section 2.01      Formation.

(a)            Pursuant to the provisions of the Act, Barrett formed the Company by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware. Edward L. Wender was designated as the Company’s “authorized representative” to execute and file the Certification of Formation.

(b)            This Agreement shall constitute the “limited liability company agreement” (as that term is used in the Act) of the Company. The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations, and liabilities of any Member are different by reason of any provision of this Agreement than they would be under the Act in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

Section 2.02      Name. The name of the Company is “Rayven Properties, LLC” and all Company business must be conducted in that name or such other name or names that comply with law and as the Manager may select.

Section 2.03      Principal Place of Business; Registered Office; Registered Agent. Principal Place of Business; Registered Office; Registered Agent. The principal place of business of the Company shall be at such place as the Manager may from time to time designate. The registered agent and registered office of the Company required by the Act to be maintained in the State of Delaware shall be the registered agent and the registered office set forth in the Certificate of Formation of the Company (the “Certificate of Formation”) or such other registered agent or registered office as the Manager may designate in the manner provided by law.

Section 2.05      Purpose; Powers.

(a)            The purposes of the Company are to, directly or indirectly through subsidiaries, engage in (i) the ownership, management, improvement, development and decarbonization of commercial real estate properties (each a “Property” or collectively, the “Properties”), (ii) to raise funds through the sale of Non-Voting Membership Interests on such terms as may be determined pursuant to this Agreement pursuant to the Membership Interest Offering, (iii) to undertake the Reg A Offering of debt securities on terms determined pursuant to this Agreement, (iv) to organize subsidiaries to undertake acquisitions of Properties, (v) to, directly or indirectly, obtain mortgage and/or mezzanine financing for the acquisition of a Property or Properties, and (v) any other lawful activity permitted (or not prohibited) of limited liability companies under the Act, necessary, desirable or incidental thereto.

(b)            Subject to all of the terms, covenants, conditions and limitations contained in this Agreement and any other agreement entered into by the Company, the Company shall have the power and authority to do any and all acts and things necessary, appropriate, proper, advisable, desirable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Company.

Section 2.06      Term. The term of the Company commenced on the date the Certificate of Formation was filed with the Secretary of State of the State of Delaware and shall continue in existence perpetually until the Company is dissolved in accordance with the provisions of this Agreement.

Section 2.07      Membership Interest Schedule. The name, mailing address, Initial Capital Contribution, class (either Voting or Non-Voting), number of Units, and Percentage Interest (of the applicable Class of membership) of each Initial Member are set forth on Exhibit A hereto. The Manager shall update Exhibit A from time to time as necessary to reflect the issuance of additional Membership Interests and any change in the information listed thereon. An amendment or revision to Exhibit A made in accordance with this Agreement shall not be deemed an amendment to this Agreement. Any reference in this Agreement to Exhibit A shall be deemed a reference to Exhibit A as amended and in effect from time to time. If any Member or any Permitted Transferee thereof is a natural person, is married and resides in a community property state, then as a condition to the admission of such Member or Permitted Transferee and the payment of any distributions to the Member or Permitted Transferee, the Member or Permitted Transferee shall deliver to the Company a copy of the Consent by Spouse in the form attached hereto as Schedule B (the “Consent by Spouse”), duly executed by the spouse of the Member or Permitted Transferee. As of the date of this Agreement, the following are community property states: Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin.

2.08            Voting Membership Interests; Periodic Reviews; Vesting

(a)            Each Original Voting Member shall receive fifty (50) Voting Units each priced at $1,000. Additional Voting Units may be issued at a price of $1,000 per Voting Unit in the event that the Voting Members make Additional Capital Contributions as provided herein. The Voting Units shall not be certificated.

(b)            Each Original Voting Member is expected to be responsible for obtaining and marketing the Company in order to obtain investors for the Membership Offering and the Reg A Offering and to participate in and support the Company’s sourcing, acquisition and development of Projects and other operations.

(c)            The Manager may send a report to all of the Original Voting Members on or before January 1 and July 1 of each calendar year commencing with the calendar year 2023 setting forth whether the Manager has determined that one or more of the Original Voting Members has not sufficiently supported and participated in the Company’s activities in light of the other Members’ support and participation of the Company’s operations, and the basis for such determination (an “Offering Participation Notice”).

(d)            If the Manager determines that an Original Voting Member has not adequately supported and participated in the Company’s activities in light of the other Original Voting Members’ support and participation, and such failure has continued, in the opinion of the Manager, for a period of six months after the issuance of the initial Offering Participation Notice giving notice of the Manager’s determination that an Original Voting Member (a “Non-Participating Member”) is not adequately supporting and participating the Company’s activities, the Manager may call a meeting of Voting Members for the purpose of reducing the Non-Participating Membership Interest by up to fifty percent (50%) and the reallocation of such interest to the Voting Members who do not own any of the Non-Participating Member’s Interest.

(e)            If a Majority of the Voting Members determine to reduce the Non-Participating Member’s Interest, the Member’s Percentage Interest associated with the Non-Participating Member’s Interest shall be reduced effective as of the beginning of the next fiscal quarter of the Company. In no event may the Member’s Percentage Interest associated with a Non-Participating Members Interest be reduced by more than fifty percent (50%).

(g)            Notwithstanding any other provision hereof, the Membership Percentage Interests of the Voting Members shall not be decreased or increased pursuant to this Section 2.08 after January 2, 2026.

2.09         Non-Voting Units. The Company intends to issue Two Thousand (2,000) Non-Voting Units at a price of One Thousand Dollars ($1,000) each. The Manager shall have the authority to accept subscriptions for such Non-Voting Units. The Company may issue additional Non-Voting Units at the same price (a) with the approval of the Majority of the Voting Members, or (b) to Voting Members who make an Additional Capital Contribution to the Company in lieu of a Non-Voting Member who elects to not make an Additional Capital Contribution in accordance with Section 3.02 hereof. The Non-Voting Units shall not be certificated.

2.10         Title to Property. The Company shall at all times hold title to all of its property in the name of the Company or a Company Subsidiary and not in the name of any Member, and no Member shall have any ownership interest in such property in such Member’s individual name. Each Member’s Membership Interest shall be personal property for all purposes.

Article III

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

Section 3.01      Initial Capital Contributions.

(a)            Contemporaneously with the execution of this Agreement, each Original Voting Member has made an Initial Capital Contribution in cash as set forth opposite such Member’s name on Exhibit A (the “Members Schedule”).

(b)            Upon the issuance of Non-Voting Membership Interests from time to time, the Manager shall update Members Schedule to reflect the Non-Voting Member’s name, address, Initial Capital Contribution, number of Units, Percentage Interest and other information on Members Schedule.

(c)            The Manager shall update the Members Schedule upon the issuance or Transfer of any Voting Units or Non-Voting Units to any new or existing Member including any Permitted Transferee in accordance with this Agreement, the making of Additional Capital Contributions or any other change in the information set forth in Members Schedule.

Section 3.02      Additional Capital Contributions.

(a)            Call for Additional Capital Contributions. If the Manager determines that Additional Capital Contributions are necessary or desirable to fund the marketing of the Membership Interest Offering or the Reg A Offering, the Manager may request that the Voting Member Representatives approve a call for Additional Capital Contributions which request shall set forth the amount of the proposed additional Capital Contributions, If a Majority in Interest of the Voting Members approve any request for Additional Capital Contributions for any amount (including an amount that is higher or lower than the amount requested by the Manager), the Manager shall give notice to the Members requesting them to make Additional Capital Contributions (the “Additional Capital Contribution Notice”). The Additional Capital Contribution Notice shall allocate the additional capital call in accordance with the Members’ capital contributions and respective Percentage Interests for each Class.

(b)            Effect of Additional Capital Contributions. If a Member makes an Additional Capital Contribution in accordance with Section 3.02(a), the Manager shall revise the Members Schedule to reflect the Additional Capital Contributions made.

(c)            No Other Contributions or Advances. Except for the initial Capital Contributions, no Member shall be required to make any Capital Contributions. No Member may lend funds to the Company except (i) in amounts and on terms and conditions approved by the Majority of the Voting Members, or (ii) with the approval of the Manager, on the same terms and conditions (except as to a preference on repayment) as provided in the Reg A Offering.

(d)            No Assignee for Contribution. No Member may substitute an assignee or any other Person as a contributor of Capital Contributions in its place.

Section 3.03 Contributions; Failure of a Member to Make Additional Capital Contributions.

(a)            Election by Contributing Member. In the event that any Member fails to contribute all or any portion of an Additional Capital Contribution required to be made by such Member (the “Non-Contributing Member”) under this Agreement within thirty (30) Business Days after the Additional Capital Contribution Notice was sent to such Member, the Manager shall provide written notice (each, a “Contribution Default Notice”) to the Members who have contributed the full amount of their respective Additional Capital Contributions (the “Contributing Members”) within five (5) Business Days setting forth the amount of the Additional Capital Contributions not made by Non-Contributing Members for each of the Classes of Membership (the “Default Amount”). The Contributing Members shall exercise their right to contribute all or any portion of the Default Amount by providing written notice to the Manager within ten (10) Business Days after receipt of the Contribution Default Notice (each, a “Contribution Election Notice”) stating the amount which each Contributing Members shall contribute to the Company. All contributions shall be in multiples of One Thousand Dollars ($1,000) and Non-Voting Members may not make a contribution in lieu of a Non-Contributing Member that is a Voting Member. The Contributing Members shall make such contribution to the Company within ten (10) Business Days after the delivery of the Contribution Election Notice to the Manager with such contributions for the account of the Non Contributing Members. If (x) a Contributing Member does not provide a Contribution Election Notice to the Manager within ten (10) Business Days after its receipt of the Contribution Default Notice, or (y) a Contributing Member elects to contribute all or a portion of the Default Amount, but does not make such contribution within ten (10) Business Days after delivery of the Contribution Election Notice, then such Contributing Member shall be deemed to have elected not to contribute any portion of the Default Amount to the Company. If Contributing Members seek to contribute more than the Default Amount, the Manager shall return the excess amount to the Contributing Members in proportion to the respective amounts of the default Amount the Contributing Members have contributed rounded to multiples of $1,000. For example, if the Default Amount is $10,000 and two Contributing Members elect to contribute $8,000 and $4,000, respectively, the Manager shall return the excess so that the Contributing Members contribute $7,000 and $3,000 of the Default Amount, respectively.

(b)            Issuance of Additional Units. Each Contributing Member shall be issued one additional Unit for each One Thousand Dollars contributed and the Manager shall amend Members Schedule to reflect changes in the Units owned and the Percentage Interest of each Class. Voting Members who are Contributing Members shall be deemed to first make contributions for any Voting Member who is a Non-Contributing Member and shall be issued additional Voting Units equivalent to the contribution he made in lieu of a contribution to be made by a Non-Contributing Member who is a Voting Member.

Section 3.04      Maintenance of Capital Accounts. The Company shall establish and maintain for each Member a separate capital account (a “Capital Account”) on its books and records in accordance with this Section 3.04. Each Capital Account shall be established and maintained in accordance with the following provisions:

Section 3.05      Succession Upon Transfer. If any Units are Transferred in accordance with the terms of this Agreement, the Transferee shall succeed to the Capital Account of the Transferor to the extent it relates to the Transferred Units.

Section 3.06      Negative Capital Accounts. In the event that any Member shall have a deficit balance in its Capital Account, such Member shall have no obligation, during the term of the Company or upon dissolution or liquidation thereof, to restore such negative balance or make any Capital Contributions to the Company by reason thereof, except as may be required by Applicable Law or in respect of any negative balance resulting from a withdrawal of capital or dissolution in contravention of this Agreement.

Section 3.07      No Withdrawals from Capital Accounts. No Member shall be entitled to withdraw any part of its Capital Account or to receive any distribution from the Company, except as otherwise provided in this Agreement. No Member shall receive any interest, salary or drawing with respect to its Capital Contributions or its Capital Account, except as otherwise provided in this Agreement. The Capital Accounts are maintained for the sole purpose of allocating items of income, gain, loss and deduction among the Members and shall have no effect on the amount of any distributions to any Members, in liquidation or otherwise.

Section 3.08      Treatment of Loans from Members. Loans by any Member to the Company shall not be considered Capital Contributions and shall not affect the maintenance of such Member’s Capital Account.

Section 3.09      Modifications. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-l(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Manager determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Manager may authorize such modifications.

Section 3.10      Capital of the Company.

(a)            The capital of the Company shall be the sum of the Members’ Capital Contributions. Except as otherwise expressly provided herein, no Member shall be entitled to withdraw or receive any interest or other return on its Capital Contribution.

(b)            The Members shall not be personally liable for the expenses, liabilities, indebtedness or obligations of the Company, any Subsidiary or any other Member. The liability of each Member to fund the capital of the Company shall be limited solely to the amount of its Capital Contributions made to date; provided that after a Member has received a distribution from the Company, such Member may be liable to the Company for the amount of the distribution but only to the extent provided by the Act. Except as specifically required by the Act, no Member shall have any obligation to restore any negative balance in its Capital Account. It is expressly acknowledged and agreed that the provisions of this Agreement relating to the rights and obligations of the Members to make any Capital Contributions or to make any loans to the Company are for the sole benefit of the parties to this Agreement and may not be exercised on behalf of the Members or invoked or enforced for any other purpose by any other Person, including by any lender party to a financing or by any trustee in a bankruptcy proceeding. Nothing contained in this Agreement shall be deemed to confer on any Member the right to control the business of the Company for purposes of the Act.

(c)            Except as otherwise provided in this Agreement, no Member shall have the right to demand the return of all or any part of its Capital Contribution or to demand or receive property other than cash in return for its Capital Contribution. No Member shall be liable for the return of the Capital Contribution of any other Member.

(d)            The Members have (i) no right under Section 18-604 of the Act to withdraw or resign and receive the fair value of their Membership Interests, (ii) no right to demand or receive any distribution from the Company in any form other than cash and in accordance with the provisions of this Agreement concerning distributions, and (iii) no right under Section 18-606 of the Act.

Article IV

MEMBERS

Section 4.01      Admission of New Members. In order for any Person not already a Member of the Company to be admitted as a Member, whether pursuant to an issuance or Transfer of Membership Interests permitted hereunder, such Person: (i) shall have executed and delivered to the Company a written undertaking to adopt and be bound by this Agreement; (ii) if a natural person that is married and resides in a community property state, shall have delivered to the Company a copy of the Consent by Spouse by his or her spouse in the form attached hereto as Schedule B, duly executed by his or her spouse. Upon the amendment of the Members Schedule and the satisfaction of any other applicable conditions, such Person shall be admitted as a Member and be deemed listed as such on the books and records of the Company.

Section 4.02      No Withdrawal. No Member shall have the ability to withdraw or resign as a Member prior to the dissolution and winding up of the Company and any such withdrawal or resignation or attempted withdrawal or resignation by a Member prior to the dissolution or winding up of the Company shall be null and void. As soon as any Person who is a Member ceases to hold any Membership Interests, such Person shall no longer be a Member. A Member shall not cease to be a Member as a result of the Bankruptcy of such Member or as a result of any other events specified in§ 18-304 of the Delaware Act.

Section 4.03      No Interest in Company Property. No real or personal property of the Company shall be deemed to be owned by any Member individually, but shall be owned by, and title shall be vested solely in, the Company. Without limiting the foregoing, each Member hereby irrevocably waives during the term of the Company any right that such Member may have to maintain any action for partition with respect to the property of the Company.

Article V

ALLOCATIONS

Section 5.01      Allocation of Net Income and Net Loss. For each Fiscal Year (or portion thereof), after adjusting each Member’s Capital Account for all Capital Contributions and distributions during such Fiscal Year (or portion thereof) and after giving effect to the special allocations set forth in Section 5.02, Net Income and Net Loss shall be allocated to the Members’ Capital Accounts in a manner such that, as of the end of such Fiscal Year (or portion thereof), the Capital Account of each Member (which may have either a positive or negative balance) shall equal, as nearly as possible, (a) the amount of distributions that would be received by each such Member if the Company were liquidated and all of its assets were sold for their Book Values, taking into account any adjustments thereto for such period, all liabilities of the Company were satisfied in full in cash according to their terms (limited for each Nonrecourse Liability and Member Nonrecourse Debt to the Book Value of the assets securing such liability), and all remaining amounts (after satisfaction of such liabilities) were distributed in full pursuant to Section 6.01, minus (b) the sum of such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain and the amount, if any, such Member is obligated to contribute to the capital of the Company as of the last day of such Fiscal Year (or portion thereof).

Section 5.02      Regulatory and Special Allocations.      Notwithstanding the provisions of Section 5.01:

(a)            Except as set forth in Treasury Regulations Section l.704-2(f)(2),(3),(4) and (5), if, during any Fiscal Year, there is a net decrease in Company Minimum Gain, each Member, prior to any other allocation pursuant to this Article V, shall be specially allocated items of gross income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease of Company Minimum Gain, computed in accordance with Treasury Regulations Section l.704-2(g). Allocations of gross income and gain pursuant to this Section 5.02(a) shall be made first from gain recognized from the disposition of Company assets subject to Nonrecourse Liabilities to the extent of the Company Minimum Gain attributable to those assets, and thereafter, from a pro rata portion of the Company’s other items of income and gain for the taxable year. This Section 5.02(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulations Section l.704-2(f) and shall be interpreted consistently therewith.

(b)            Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section l.704-2(i). Notwithstanding any other provision of this Section 5.02(b). except as otherwise provided in Treasury Regulations Section l.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years), in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections l.704-2(i)(4) and 1.704-20)(2). This Section 5.02(b) is intended to comply with the “chargeback of partner nonrecourse debt minimum gain” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c)            Nonrecourse Deductions shall be allocated to the Members in accordance with the Member’s Percentage Interests. Solely for the purposes of determining the Member’s proportionate shares of the “excess non-recourse liabilities” of the Company within the meaning of Treasury Regulations, Section l.752-3(a)(3), the Members’ interest in the profits of the Company are the same as the Members’ Percentage Interests.

(d)            No Member shall be allocated Net Losses or deductions if the allocation (i) causes a Member to have an Adjusted Capital Account Deficit or (ii) increases a Member’s Adjusted Capital Account Deficit. If a Member receives an allocation of Net Loss or deduction (or item thereof), or any distribution, which causes the Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year, all items of income and gain of the Company (consisting of a pro rata portion of each item of Company income, including gross income and gain) for that Fiscal Year shall be allocated to that Member before any other allocation is made of Company items for that taxable year, in the amount and proportion required to eliminate the deficit as quickly as possible. A Member who unexpectedly receives an adjustment, allocation, or distribution described in (4), (5), or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) will be allocated items of income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year) in an amount and manner sufficient to eliminate such deficit balance as quickly as possible. This Section 5.02(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(e)            To the extent an adjustment to the tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section l.704- l(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of the adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and the gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that Section of the Treasury Regulations.

(f)            The allocations set forth in paragraphs (a), (b), (c), (d), and (e) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Section 5.03      Tax Allocations.

(a)            Subject to Section 5.03(b), Section 5.03(c) and Section 5.03(d), all income, gains, losses and deductions of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses and deductions pursuant to Section 5.01 and Section 5.02, except that if any such allocation for tax purposes is not permitted by the Code or other Applicable Law, the Company’s subsequent income, gains, losses and deductions shall be allocated among the Members for tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth in Section 5.01 and Section 5.02.

(b)            Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) using the traditional method as set forth in Treasury Regulations Section l.704-3(b) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value.

(c)            If the Book Value of any Company asset is adjusted as provided herein, subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using any permissible method selected by the Manager.

(d)            Allocations of tax credit, tax credit recapture and any items related thereto shall be allocated to the Members according to their interests in such items as determined by the Manager taking into account the principles of Treasury Regulations Section 1.704-1(b)(4)(ii).

(e)            Allocations pursuant to this Section 5.03 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income, Net Losses, distributions or other items pursuant to any provisions of this Agreement.

(f)            In the event of a Transfer of Membership Interests during any Fiscal Year made in compliance with the provisions of Article IX, Net Income, Net Losses and other items of income, gain, loss and deduction of the Company attributable to such Membership Interests for such Fiscal Year shall be determined using the interim closing of the books method.

Article VI

DISTRIBUTIONS

Section 6.01      Distributions of Available Cash.

(a)            Distributions of Company Subsidiaries. Provided that no such distributions shall cause the Company or any Company Subsidiary to violate any provision of any applicable debt financing of a Company Subsidiary, the Manager shall review the cash needs of the Company and each Company Subsidiary and cause each Company Subsidiary to distribute to the Company the Company Subsidiary’s Available Cash as determined by the Manager.

(b)            Distributions of Company. The Manager shall quarterly on or before December 15, March 15, June 15, and September 15 of each calendar year commencing not later than the fourth (4th) quarter after the completion of the Membership Interest Offering, notify the Voting Members of Manager’s determination of the Available Cash of the Company (after payment of interest and principal required to be paid on debt of the Company) that Manager proposes to be distributed. The Manager shall distribute the amount of Available Cash (after payment of interest and principal required to be paid on debt of the Company) determined by the Manager, quarterly, on or before January 1, April 1, July 1, and October 1 of each calendar year commencing not later than the fourth (4th) quarter after the completion of the Membership Interest Offering.

(c)            Allocation of Distributions of Available Cash. Prior to the admission of Non-Voting Members, Available Cash (if any) to be distributed shall be distributed to the Voting Members in accordance with their Percentage Interests. Upon completion of the Membership Interest Offering and the admission of Non-Voting Members as members, Available Cash to be distributed shall be distributed to Members as follows:

(d)            No Illegal Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution to Members if such distribution would violate § 18-607 of the Act or other Applicable Law.

Section 6.02      Tax Withholding; Withholding Advances.

(a)            Tax Withholding. If requested by the Manager, each Member shall, if able to do so, deliver to the Company:

If a Member fails or is unable to deliver to the Manager the materials described in this Section 6.02(a), the Manager may withhold amounts from such Member in accordance with Section 6.02(b).

(b)            Withholding Advances. The Manager is hereby authorized at all times to cause the Company to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Manager based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any distribution or allocation by the Company of income or gain to such Member and to withhold the same from distributions to such Member. Any funds withheld from a distribution by reason of this Section 6.02(c) shall nonetheless be deemed distributed to the Member in question for all purposes under this Agreement.

(c)            Indemnification. Each Member shall indemnify and hold harmless the Company and the other Members from and against any liability with respect to taxes, interest or penalties that may be asserted by reason of the Company’s failure to deduct and withhold tax on amounts distributable or allocable to such Member. The provisions of this Section 6.02(d) shall survive the termination, dissolution, liquidation and winding up of the Company and the withdrawal of the Member from the Company or Transfer of Membership Interests. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 6.02, including bringing a lawsuit to collect repayment of any Withholding Advances.

(d)            Overwithholding. Neither the Company nor the Manager shall be liable for any excess taxes withheld in respect of any distribution or allocation of income or gain to a Member. In the event of an overwithholding, a Member’s sole recourse shall be to apply for a refund from the appropriate Taxing Authority.

Section 6.03      Distributions in Kind. Prior to the dissolution and liquidation of the Company, the Manager shall not cause the Company to make distributions to the Members in the form of securities or other property held by the Company without the consent of a Majority in Interest of the Voting Members.

Article VII

MANAGEMENT

Section 7.01      Management of the Company.

(a)            Generally. Subject to the limitation provided in Sections 7.0l(d), the Manager shall be responsible for the day to day operations of the Company and the Company Subsidiaries and the supervision and monitoring of the financial condition and performance of the Company and the Company Subsidiaries, and the Manager and, if their consent is required pursuant to this Agreement, a Majority in Interest of the Voting Members shall have full and complete discretion to manage and control the business and affairs of the Company and the Company Subsidiaries, to make all decisions affecting the business and affairs of the Company and the Company Subsidiaries and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company and the Company Subsidiaries, including, without limitation, any decision (i) to sell or transfer all or substantially all of the assets of the Company, and (ii) to enter into any consolidation, merger, reorganization, conversion to another form of entity, election to be taxed as a real estate investment trust, or any other transaction. No Member of the Company shall have any authority or right to act on behalf of or bind the Company, unless otherwise provided herein or unless specifically authorized by the Manager or the Voting Members, if approval of the Voting Members is required, pursuant to a resolution or consent expressly authorizing such action, which resolution or consent is duly adopted by Majority in Interest of the Voting Members in accordance with this Agreement.

(b)      Capital Budgets.      The Manager may, but shall not be required, to submit a budget for the operation or improvement of a Project (a “Proposed Capital Budget”) owned by the Company or any Company Subsidiary to the Voting Members. Any Proposed Project Budget that has been approved by a Majority of the Voting Members shall constitute a “Capital Budget” for purposes of this Agreement.

(c)            Manager: Exclusivity. The Manager shall constitute the “manager” of the Company for purposes of the Act.

(d)            Major Decisions. Notwithstanding any other provisions to the contrary, the consent of a Majority in Interest of the Voting Members shall be required to approve any Major Decision.

Section 7.02      Major Decisions. The following actions and decisions may only be taken or made with the approval of a Majority of the Voting Members (each a “Major Decision”):

Section 7.03      Conduct of Meetings; Action Without Meeting.

Section 7.04      Deadlocks.            If a Majority in Interest of the Voting Members do not approve a Major Decision that requires that the Company or a Company Subsidiary take any action, the Company and any relevant Company Subsidiary shall not take such action unless the action is approved or agreed to pursuant to this Section 7.04. If with respect to any Major Decision, there is no resolution by a Majority in Interest of the Voting Members, the Voting Member Representatives voting to approve or disapprove the Major Decision, provided that they constitute no less than one half (1/2) of the Voting Member Representatives (the “Electing Members”), may elect, by seven (7) days’ written notice to the other Voting Member Representatives, to implement the following dispute resolution process, the result of which shall be binding on the Voting Members:

Article VIII

EXCULPATION AND INDEMNIFICATION

Section 8.01      Liability. Except to the extent required by Applicable Law, the debts, obligations and liabilities of the Company and the Company Subsidiaries, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and the Company Subsidiaries, and no Covered Person shall be obligated personally for any such debt, obligation or liability solely by reason of being a Covered Person.

Section 8.02      Exculpation. No Covered Person shall be liable to the Company, any Company Subsidiary or any other Covered Person for any Loss incurred by reason of any act or omission performed or omitted by such Covered Person on behalf of the Company or any Company Subsidiary within the scope of authority conferred on the Covered Person by this Agreement, except that a Covered Person shall be liable for any such Loss incurred by reason of such Covered Person’s willful misconduct or breach of this Agreement

Section 8.03      Fiduciary Duty; Investor List. The Members waive and release all Members all Voting Member Representatives, and the Manager from any fiduciary duty to the Company except for the duty to comply in good faith with the terms, conditions and obligations of this Agreement and the obligation to act in good faith and fair dealing. The Members acknowledge that the Original Voting Members and Manager have participated in the marketing of the Membership Interest Offering and the Reg A Offering and may in the future sponsor or organize entities that seek to acquire properties and undertake activities that may compete with the Company or otherwise deal with commercial real estate. The Members acknowledge that the Original Voting Members and Manager have an interest in and may utilize the list of investors in the Company under the Membership Interest Offering and the Reg A Offering in marketing membership interests, stock, debt or other securities in connection with the marketing of interests in connection with such activities.

Section 8.04      Indemnification. To the fullest extent permitted by Applicable Law, a Covered Person shall be entitled to indemnification from the Company for any Loss incurred by the Covered Person by reason of any act or omission performed or omitted by the Covered Person on behalf of the Company or any Company Subsidiary within the scope of authority conferred on the Covered Person by this Agreement; provided that, no Covered Person shall be entitled to indemnification to the extent the Loss arises out of, directly or indirectly, (a) the Covered Person’s willful misconduct or breach of this Agreement, or (b) the violation or breach by the Covered Person of any duties or obligations owed to the Company or any Company Subsidiary which cannot be waived as a matter of law. The indemnification provided by this Section 8.04 shall not be deemed exclusive of any other rights to indemnification to which Covered Persons may be entitled under any agreement or otherwise. The provisions of this Section 8.04 shall continue to afford protection to each Covered Person regardless of whether such Covered Person remains in the position or capacity pursuant to which the Covered Person became entitled to indemnification under this Section 8.04 and shall inure to the benefit of the executors, administrators, legatees and distributees of such Covered Person.

Section 8.05      Expenses. To the fullest extent permitted by Applicable Law, expenses (including reasonable attorneys’ fees, disbursements, fines and amounts paid in settlement) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding relating to or arising out of their performance of their duties on behalf of the Company or a Company Subsidiary shall, from time to time, be advanced by the Company prior to the final disposition of the claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined that the Covered Person is not entitled to be indemnified as authorized in Section 8.04.

Section 8.06      Severability. To the fullest extent permitted by Applicable Law, if any portion of this Article VIII shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Covered Person and may indemnify each employee or agent of the Company and the Company Subsidiaries as to Losses with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company or Company Subsidiary, to the fullest extent permitted by any applicable portion of this Article VIII that shall not have been invalidated.

Section 8.07      Insurance. To the extent available on commercially reasonable terms, the Manager may cause the Company to purchase insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of such Covered Person’s duties in such amount and with such deductibles as determined by the Manager; provided that, the failure to obtain such insurance shall not affect the obligations of any Covered Persons hereunder or the right to indemnification of any Covered Person under the indemnification provisions contained herein, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If any Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then the Covered Person shall, to the extent the recovery is duplicative, reimburse the Company for any amounts previously paid to the Covered Person by the Company or any Company Subsidiary in respect of such Losses.

Section 8.08      Funding of Indemnification Obligation. Notwithstanding anything contained herein to the contrary, any indemnity by the Company relating to the matters covered in this Article VIII shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof or shall be required to make any Capital Contributions to pay any indemnity by the Company.

Section 8.09      Amendment. The provisions of Section 8.04 and Section 8.05 constitute a contract between the Company, on the one hand, and each Covered Person who served in such capacity at any time while Section 8.04 and Section 8.05 were in effect, on the other hand, pursuant to which the Company and the Covered Persons intend to be legally bound. No amendment, modification or repeal of Section 8.04 or Section 8.05 that adversely affects the rights of a Covered Person to indemnification for Losses incurred or advancement of expenses relating to a state of facts existing prior to the amendment, modification or repeal shall apply in such a way as to eliminate or reduce the Covered Person’s entitlement to indemnification for Losses or advance of expenses without the Covered Person’s prior written consent.

Article IX

TRANSFERS

Section 9.01      Restrictions on Transfer.

(a)            Except as provided in this Article IX, no Transfer of any or all of a Member’s Membership Interest or economic interest in a Membership Interest, or sale, transfer or assignment of direct or indirect interests in any Member shall be permissible, without the prior approval a Majority in Interest of the Voting Members and any Transfer in violation hereof shall be null and void. No Transfer to a Person not already a Member shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01 hereof.

(b)            Notwithstanding any other provision of this Agreement (including Section 9.02), each Member agrees that it will not Transfer any of its Membership Interest:

(i)            except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Manager to the effect that the Transfer may be effected without registration under the Securities Act;

(ii)            if the Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Act;

(iii)           if the Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes;

(iv)            if the Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; or

(v)            if the Transfer or issuance would cause the assets of the Company to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company.

(c)            Any Transfer or attempted Transfer of any Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee shall not be treated (and the purported Transferor shall continue be treated) as the owner of Membership Interests for any purpose of this Agreement and the Act.

Section 9.02      Permitted Transfers.      The provisions of Section 9.0l(a) shall not apply to any of the following Transfers:

(a)            A Transfer of any Non-Voting Member’s Membership Interest to the personal representative, executor, or heir of a Non-Voting Member, who may be admitted as a substitute Member to the deceased Non-Voting Member.

(b)            A Transfer of any Voting Members Membership Interest to the personal representative, executor or heir of a Voting Member shall be permitted; provided that the Voting Membership Interest shall automatically be converted to a Non-Voting Membership Interest having the same economic rights as the Voting Interest.

(c)            A Transfer of a Non-Voting Member’s Membership Interest as a result of a Non-Voting Member’s Bankruptcy.

(d)            A Transfer of a Voting Member’s Membership Interest as a result of a Voting Member’s Bankruptcy; provided that the Voting Membership Interest shall no longer be represented by a Voting Members Representative and will no longer have any associated voting rights of any kind but will have the same economic rights as the Voting Interest.

(e)            Any Transfer approved by a Majority in Interest of Voting Members.

(f)            Any Transfer of the entire Voting Member’s Membership Interest by one or more Original Voting Member to any limited liability company or trust; provided (1) the controlling membership interests in the limited liability company are held by, or the beneficiaries of the trust are (or will be), family members of the Original Voting Member or the Original Voting Members making such transfer, and (2) if not already bound by a proxy or other designation that satisfies the requirements of this subparagraph (2), the transferee executes an irrevocable proxy or other designation appointing an Original Voting Member or another individual approved by the Majority in Interest of the Voting Members as the Voting Member Representative for the each Original Voting Member’s Membership Interest being transferred. If more than one Original Voting Member transfers their Membership Interests in the Company to the same limited liability company or other entity, the transferee shall appoint a number of Voting Member Representatives equal to the number of the Original Voting Members who transferred their Membership Interests to the entity or may appoint one Voting Member Representative who will have the authority to vote the interests of each Original Voting Member. For example, if two Original Voting Members transfer their Membership Interests to ABC, LLC; ABC LLC may appoint two Voting Member Representatives or may appoint one Voting Member Representative that will have two votes with respect to any Major Decision or action requiring the vote of Voting Members or Voting Member Representatives.

(g)            Any Transfer of a Voting Member’s Membership Interest to a Person whose membership interests in the limited liability company are held by, or the beneficiaries of the trust are (or will be), family members of the Original Voting Member; provided that the Voting Membership Interest shall no longer be represented by a Voting Members Representative and will no longer have any associated voting rights of any kind but will have the same economic rights as the Voting Interest. For example, if an Original Voting Member ceases to be the trustee of a Trust that owns a Voting Membership Interest and ceases to be the Voting Member Representative for the Voting Membership Interest held by the Trust, the change in Trustee is a Permitted Transfer but will cause the Voting Membership Interest to lose any associated voting rights.

Article X

ACCOUNTING & TAX MATTERS

Section 10.01      Financial Statements. The Company shall prepare and deliver the following reports to each Voting Member:

(a)            Annual Financial Statements. As soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, consolidated balance sheets of the Company (together with the Company Subsidiaries) as at the end of the Fiscal Year and related consolidated statements of income, cash flows and Members’ equity for the Fiscal Year, all in reasonable detail and all prepared in accordance with GAAP, consistently applied.

(b)            Quarterly Financial Statements. As soon as available, and in any event within thirty (30) days after the end of each quarterly accounting period in each fiscal quarter (other than the last month of the fiscal quarter), as at the end of each such monthly period unaudited consolidated statements of income, cash flows and Members’ equity for each such monthly period and for the current Fiscal Year to date, all in reasonable detail and all prepared in accordance with GAAP, consistently applied (subject to normal year-end audit adjustments and the absence of notes thereto).

Section 10.02      Inspection Rights; Request for Audit. Upon reasonable notice from a Voting Member, the Company shall permit each Voting Member reasonable access during normal business hours to (i) the Company’s and the Company Subsidiaries’ properties, offices, plants and other facilities; (ii) the financial and similar records, reports and documents of the Company and Company Subsidiaries, and (iii) the Manager with an opportunity to discuss the affairs and finances of the Company and/or its Company Subsidiaries. In addition, all Members shall have the right, at their expense during normal business hours at a location designated by the Manager and for a purpose reasonably related to the Member’s interest as a member in the Company, the information set forth in Section 18-305 of the Act.

Section 10.03     Income Tax Status. It is the intent of the Company and the Voting Members that the Company shall be treated as a partnership for federal, state and local income tax purposes. Neither the Company nor any Member shall make an election for the Company to be classified as other than a partnership pursuant to Treasury Regulations Section 301.7701-3.

Section 10.04     Partnership Representative.

(a)            Appointment. The Manager shall serve as the “partnership representative” (the “Partnership Representative”) as provided in Code Section 6223(a).

(b)            If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have Subchapter C of Chapter 63 of the Code not apply to any federal income tax audits and other proceedings, the Manager shall cause the Company to make such election.

(c)            If any “partnership adjustment” (as defined in Code Section 6241(2)) is determined with respect to the Company, the Partnership Representative shall promptly notify the Members upon the receipt of a notice of final partnership adjustment, and shall take such actions as directed by a majority of the Members in writing within ten (10) Business Days after the receipt of such notice, including whether to file a petition in the U.S. Tax Court, cause the Company to pay the amount of any such adjustment under Code Section 6225, or make the election under Code Section 6226.

(d)            If any “partnership adjustment” (as defined in Code Section 6241(2)) is finally determined with respect to the Company and the Partnership Representative has not caused the Company to make the election under Code Section 6226, then (i) the Partners shall take such actions requested by the Partnership Representative, including filing amended tax returns and paying any tax due in accordance with Code Section 6225(c)(2); (ii) the Partnership Representative shall use commercially reasonable efforts to make any modifications available under Code Section 6225(c)(3), (4) and (5); and (iii) any “imputed underpayment” (as determined in accordance with Code Section 6225) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their respective allocations of income for the reviewed year.

(e)            If any subsidiary of the Company (i) pays any partnership adjustment under Code Section 6225; (ii) requires the Company to file an amended tax return and pay associated taxes to reduce the amount of a partnership adjustment imposed on the subsidiary, or (iii) makes an election under Code Section 6226, the Partnership Representative shall cause the Company to make the administrative adjustment request provided for in Code Section 6227 consistent with the principles and limitations set forth in (c) and (d) above for partnership adjustments of the Company, and the Members shall take such actions reasonably requested by the Partnership Representative in furtherance of such administrative adjustment request.

(f)            The obligations of each Member or former Member under this Section 10.04 shall survive the transfer or redemption by such Member of his or her Percentage Interest and the termination of this Agreement or the dissolution of the Company.

(g)            Each Member agrees to cooperate with any review or audit of the in connection with all examinations of the Company’s affairs by taxing authorities, including resulting administrative and judicial proceedings and shall, upon request, either during the time the Member is a Member of the Company or after the Member has ceased to be a Member, provide copies of such Member’s tax returns, consent to permit the Company to obtain such tax returns, and take such other action as may be reasonably requested by the Partnership Representative in connection with any such examination or proceeding.

(h)            In the event of a transfer of all or any part of the Company Interest of any Partner, the Company, at the option of the Manager, may elect pursuant to Code Section 754 to adjust the basis of the Company’s assets. Notwithstanding anything contained in Article V of this Agreement, any adjustments made pursuant to Code Section 754 shall affect only the successor in interest to the transferring Member and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Members for any purpose under this Agreement. Each Member will furnish the Company with all information necessary to give effect to such election.

(i)            Income Tax Elections. Except as otherwise provided herein, the Partnership Representative shall have sole discretion to make any determination regarding income tax elections it deems advisable on behalf of the Company.

Section 10.05      Tax Returns. At the expense of the Company, the Manager shall cause the preparation and timely filing (including extensions) of all tax returns required to be filed by the Company pursuant to the Code as well as all other required tax returns in each jurisdiction in which the Company owns property or does business. The Manager shall ensure that all Voting Members have a reasonable opportunity to review and comment on all tax returns prior to the filing thereof. As soon as reasonably practicable after the end of each Fiscal Year, the Manager shall cause to be delivered to each Person who was a Member at any time during such Fiscal Year, Schedule K-1 to IRS Form 1065 and such other information with respect to the Company as may be necessary for the preparation of such Person’s federal, state and local income tax returns for such Fiscal Year.

Section 10.06      Company Funds. The funds of the Company shall not be commingled with the funds of any other Person.

Article XI

DISSOLUTION AND LIQUIDATION

Section 11.01      Events of Dissolution. The Company shall be dissolved and its affairs wound up only upon the occurrence of any of the following events:

(a)            The determination of the Majority in Interest of the Voting Members to dissolve the Company; or

(b)            The sale, exchange, involuntary conversion or other disposition or Transfer of all or substantially all the assets of the Company or the conversion or other disposition or Transfer of all or substantially all of the assets of the Company Subsidiaries.

To the maximum extent permitted by Applicable Law, the Members waive the right to seek judicial dissolution of the Company pursuant to § 18-802 of the Act.

Section 11.02      Effectiveness of Dissolution. Dissolution of the Company shall be effective on the day on which the event described in Section 11.01 occurs, but the Company shall not terminate until the winding up of the Company has been completed, the assets of the Company have been distributed as provided in Section 11.03 and the Certificate of Formation shall have been cancelled as provided in Section 11.04.

Section 11.03 Liquidation. If the Company is dissolved pursuant to Section 11.01, the Company shall be liquidated and its business and affairs wound up in accordance with the Act and the following provisions:

(a)            Liquidator. The Manager shall act as liquidator to wind up the Company (the “Liquidator”). The Liquidator shall have full power and authority to sell, assign, and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner.

(b)            Accounting. As promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable.

(c)            Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law:

(i)            First, to the payment of all of the Company’s and the Company Subsidiaries’ debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company or the Company Subsidiaries);

(ii)            Second, to the establishment of and additions to reserves that are determined by the Manager to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company and the Company Subsidiaries; and

(d)            Discretion of Liquidator. Notwithstanding the provisions of Section 11.03(c) that require the liquidation of the assets of the Company, but subject to the order of priorities set forth in Section 1l.03(c), if upon dissolution of the Company the Liquidator reasonably determines that an immediate sale of part or all of the Company’s assets would be impractical or could cause undue loss to the Members, the Liquidator may defer the liquidation of any assets except those necessary to satisfy the Company’s and the Company Subsidiaries’ liabilities and reserves, and may, with the unanimous consent of the Members, distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section ll.03(c), undivided interests in such the Company’s assets as the Liquidator deems not suitable for liquidation. Any such distribution in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operating of such properties at such time. For purposes of any such distribution, any property to be distributed will be valued at its Fair Market Value.

Section 11.04      Cancellation of Certificate. Upon completion of the distribution of the assets of the Company as provided in Section 1l.03(c) hereof, the Company shall be terminated and the Liquidator shall cause the cancellation of the Certificate of Formation in the State of Delaware and of all qualifications and registrations of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware and shall take such other actions as may be necessary to terminate the Company.

Section 11.05      Survival of Rights, Duties and Obligations. Dissolution, liquidation, winding up or termination of the Company for any reason shall not release any party from any Loss that at the time of such dissolution, liquidation, winding up or termination already had accrued to any other party or thereafter may accrue in respect of any act or omission prior to such dissolution, liquidation, winding up or termination. For the avoidance of doubt, none of the foregoing shall replace, diminish or otherwise adversely affect any Member’s right to indemnification pursuant to Article VIII.

Section 11.06      Recourse for Claims. Each Member shall look solely to the assets of the Company for all distributions with respect to the Company, such Member’s Capital Account, and such Member’s share of Net Income, Net Loss and other items of income, gain, loss and deduction, and shall have no recourse therefor (upon dissolution or otherwise) against the Liquidator or any other Member.

Article XII

MISCELLANEOUS

Section 12.01      Expenses. Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the preparation and execution of this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 12.02      Further Assurances. In connection with this Agreement and the transactions contemplated hereby, the Company and each Member hereby agrees, at the request of the Company or any other Member, to execute and deliver such additional documents, instruments, conveyances and assurances and to take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

Section 12.03      Corporate Transparency Act. Each Member that the Manager has reason to believe is a “beneficial owner” under the Corporate Transparency Act shall, within thirty (30) days after notice from the Company, provide the Company with the information that the Company is required to provide under the Corporate Transparency Act, including, without limitation, the name, birthdate, address and up to four pieces of identification documents that are acceptable for purposes of complying with the Corporate Transparency Act. In addition, each Member shall, within fifteen (15) days notify the Company of any change in the information previously provided to the Company.

Section 12.04      Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12.04):

If to the Company: to:

Owen Barrett

1759 Oceanside Blvd., Suite C506

Oceanside, California 92054

owen@znecapital.com

With a copy to:

Chris Pomerleau
P. O. Box 541491
Omaha, NE 68154
Chris@leavenwealth.com

If to any Member: to the address shown on the records of the Company.

Section 12.05      Headings. The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

Section 12.06      Successors and Assigns. Subject to the restrictions on Transfers set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

Section 12.07      No Third-party Beneficiaries. Except as provided in Article VIII, which shall be for the benefit of and enforceable by Covered Persons as described therein, this Agreement is for the sole benefit of the parties hereto (and their respective heirs, executors, administrators, successors and assigns) and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any creditor of the Company, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 12.08      Amendment. No provision of this Agreement may be amended or modified except by an instrument in writing by the Majority of the Voting Members; provided, however, that no such amendment shall affect the economic rights of any Member other than as a result of dilution that affects all existing Members in a similar fashion. Any such written amendment or modification will be binding upon the Company and each Member and each Permitted Transferee. Amendments to the Members Schedule following any new issuance, redemption, repurchase or Transfer in accordance with this Agreement may be made by the Manager without the consent of or execution by the Members.

Section 12.09      Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. For the avoidance of doubt, nothing contained in this Section 12.09 shall diminish any of the explicit and implicit waivers described in this Agreement, including in Section 12.12 hereof.

Section 12.10      Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

Section 12.11      Submission to Jurisdiction. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be brought in any state court or the United States District Court having jurisdiction over Douglas County, Nebraska so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient form. Service of process, summons, notice or other document by registered mail to the address set forth in Section 12.04 shall be effective service of process for any suit, action or other proceeding brought in any such court.

Section 12.12      Waiver of Jury Trial. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.13      Equitable Remedies. Each party hereto acknowledges that a breach or threatened breach by such party of any of its obligations under this Agreement would give rise to irreparable harm to the other parties, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction.

Section 12.14      Attorneys’ Fees. If any party hereto institutes any legal suit, action or proceeding, including arbitration, against another party in respect of a matter arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other Losses to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.

Section 12.15      Remedies Cumulative. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

Section 12.16      Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of Electronic Transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

[SIGNATURE PAGE TO LIMITED LIABILITY COMPANY AGREEMENT-WILD BUILDINGS, LLC]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

SCHEDULE A

Members Schedule

SCHEDULE B

Form of Consent by Spouse for Members who are
individuals

I acknowledge that I have read the Amended and Restated Limited Liability Company Agreement (as amended from time to time, the “LLC Agreement”) of Rayven Properties, LLC, a Delaware limited liability company (the “Company”), dated February 6, 2023, and that I know its contents. All capitalized terms not defined in this Consent shall have the meaning set forth in the LLC Agreement. I am aware that by its provisions, my spouse agrees to sell, convert, dispose of, or otherwise transfer, directly or indirectly, his or her interest (including Membership Interests) in the Company (or interests in an entity owned or controlled by my spouse), including any property or other interest that I have or acquire therein, under certain circumstances. I hereby consent to such sale, conversion, disposition or other transfer; and approve of the provisions of the LLC Agreement, and any action hereafter taken by my spouse thereunder with respect to such interest, and I agree to be bound thereby. Without limiting the foregoing, I hereby approve of the provisions of the LLC Agreement and agree that (a) all Membership Interests owned by my spouse, directly or indirectly (and my community property interest in them, if any), is subject to the provisions of the LLC Agreement and (b) I will take no action at any time to hinder operation of the LLC Agreement with respect to the Membership Interests or any interest I may have in them. I further agree to promptly execute upon request from time to time any other and further documents necessary to effectuate the terms of the LLC Agreement and this consent. I hereby irrevocably appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the LLC Agreement (which appointment is coupled with an interest and is irrevocable).

I further agree that in the event of my death or a dissolution of marriage or legal separation, my spouse shall have the absolute right to have my interest, if any, in the Company (including Membership Interests), directly or indirectly, set apart to him or her, whether through a will, a trust, a property settlement agreement or by decree of court, or otherwise, and that if he or she is required by the terms of such will, trust, settlement or decree, or otherwise, to compensate me for said interest, that the price shall be an amount equal to: (i) the then-current balance of the Capital Account relating to the interest; multiplied by (ii) my percentage of ownership in such interest.

This consent shall not suggest, evidence or imply that the interest in the Company (including Membership Interests) owned by my spouse, directly or indirectly, is community property, and the determination of whether the Membership Interests are community property or separate property shall not be influenced or affected by this consent.

I acknowledge that I have been afforded the opportunity to obtain independent legal counsel to review and explain to me the provisions and consequences of the LLC Agreement and this consent; that I have carefully read the LLC Agreement and this consent, and that I fully understand the terms and consequences of the LLC Agreement and this consent. By executing this consent, I hereby represent and warrant that, in so executing, I have not relied on any inducements, promises or representations made by any other party (except as expressly set forth in the LLC Agreement and this consent) or that of the attorneys, accountants or other advisors of such other parties. I hereby represent and warrant that my execution of this consent is free and voluntary.

This consent, including its existence, validity, construction, and operating effect, and the rights of each of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to otherwise governing principles of choice of law or conflicts of law.

Exhibit 3.1

FORM OF PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, Rayven Properties, LLC., a Delaware limited liability company, (the “Maker”), PROMISES TO PAY to the order of [●] (together with its successors and assigns, the “Payee”) the principal sum of [●] ($[●]), together with interest at the rate specified below. This Promissory Note (the “Note”) is being issued in an offering of Notes pursuant to an offering circular filed with the SEC as part of the Offering Statement (SEC File No. 024-11479), as may be amended from time to time (the “Offering”) (all notes issued pursuant to the Offering are hereinafter collectively referred to as the “Offered Notes”) and to the terms of the Note Investor Agreement of even date herewith by and between the Maker and the Payee.

1. Maturity. On the Maturity Date, all of the obligations of the Maker to the Payee, including all outstanding principal, interest and all other amounts due under this Note, shall be due and payable in full. The “Maturity Date” means shall mean five (5) years from the issue date stated above (the “Issue Date”) ; however, the Maker in its sole discretion may extend the Maturity Date.

2. Interest Rate. The unpaid principal of this Note shall bear simple interest at the rate of ten percent (10%) per annum from the Issue Date (the “Interest”). Interest shall be computed on the basis of a year consisting of 365 days. Interest shall be calculated based on the Outstanding Principal Balance. The term “Outstanding Principal Balance” means, as of any date of determination, the principal amount of this Note that remains unpaid. Except for required prepayments under Section 4(a) of the Note, interest shall not be due and payable until such time as the principal balance of this Note becomes due and payable.

3. Application of Payments. All payments made on account of this Note, including prepayments, shall be applied first to the payment of any accrued and unpaid interest due hereunder, and the remainder shall be applied to the Outstanding Principal Balance.

4. Prepayment.

(a) Notwithstanding Section 1 above, on at least a quarterly basis on the 15th day of each January, April, July and October commencing on the first such date commencing with the first calendar quarter ending one (1) year after [_______________________] (the “First Closing Date”), Maker shall prepay, (a) one half (1/2) of any unpaid interest accrued under this Note during the most recent quarter ended (the “Quarterly Prepayment Amount”), and (b)  Quarterly Prepayment Shortfalls (hereinafter defined) from prior calendar quarters (including during the first year after the First Closing Date, (the sum of (a) and (b) is the “Prepayment Amount”)(or such lesser amount if there is insufficient Adjusted Available Cash (as defined below) to prepay the Prepayment Amount in full; if and to the extent that there is Adjusted Available Cash as of the end of the calendar quarter ended immediately preceding the date the prepayment is due to fund all or any portion of the Prepayment Amounts for all Offered Notes. “Adjusted Available Cash” is the amount of Available Cash (as defined in the Limited Liability Company Agreement of the Maker) as of the end of the immediately preceding calendar quarter ended ending prior to the date such prepayment is to be made, adjusted to exclude any payments of accrued and unpaid interest made during the calendar quarter ended under Offered Notes. If the Adjusted Available Cash is not sufficient to pay the aggregate Prepayment Amount on all of the Offered Notes, the Maker shall prepay a portion of the Prepayment Amount to the holders of Offered Notes on pro rata basis based on their amount of accrued and unpaid interest as of the end of the calendar quarter then ended and if there is Adjusted Available Cash sufficient to pay a portion of the Quarterly Prepayment Shortfalls, the remaining Adjusted Available Cash will be paid to the holders of Offered Notes on a pro rata basis based on their amount of aggregate Quarterly Prepayment Shortfalls due to the respective holders of the Offered Notes. Adjusted Available Cash shall be applied to pay the Quarterly Prepayment Amounts on the Offered Notes prior to being applied to pay the Quarterly Prepayment Shortfalls on the Offered Notes. If Adjusted Available Cash for a calendar quarter is insufficient to pay the Quarterly Prepayment Amount on this Note, the shortfall shall remain an obligation of the Maker and is herein referred to as the “Quarterly Prepayment Shortfall” for this Note. If, for any quarter, the Adjusted Available Cash exceeds the aggregate of all Prepayment Amounts under the Offered Notes, the Maker shall not be required to make any additional prepayment of accrued and unpaid interest under the Offered Notes. The determination of the pro rata amount of Available Cash and Adjusted Available Cash shall be by the Maker and its determination shall be binding on the Payee.

(b) Maker may prepay the unpaid principal balance of this Note, in whole or in part, together with all interest then accrued and unpaid under this Note and any other sums then due and payable to Payee under the Note, without premium or penalty, at any time.

5. Unsecured. This Note is not secured by any mortgage, lien, pledge, charge, financing statement, security interests, hypothecation, or other security device of Maker of any type, and is a general obligation of the Maker.

6. Events of Default. If any one of the following events shall occur and be continuing (each, an “Event of Default”): (i) the Maker shall fail to pay as and when due in accordance with the terms hereof any Outstanding Principal Balance or accrued but unpaid Interest on this Note, and such failure shall continue for 30 business days after the Maker has received notice thereof from the Payee; or (ii) the Maker shall file a petition for relief or commence a proceeding under any bankruptcy, insolvency, reorganization or similar law (or its governing board shall authorize any such filing or the commencement of any such proceeding), have any liquidator, administrator, trustee or custodian appointed with respect to it or any substantial portion of its business or assets, make a general assignment for the benefit of creditors or generally admit its inability to pay its debts as they come due; then in any such event the Payee may, by notice to the Maker, declare the entire Outstanding Principal Balance together with all Interest accrued and unpaid thereon to be immediately due and payable, whereupon this Note and all such accrued Interest shall become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker. Notwithstanding the foregoing, if any event described in clause (ii) above shall occur, the entire Outstanding Principal Balance together with all Interest accrued and unpaid thereon shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker.

7. Binding Effect; Assignment. This Note shall be binding upon the Maker and its successors and inure to the benefit of the Payee and its successors and assigns. The obligations of the Maker under this Note may not be delegated to or assumed by any other party, and any such purported delegation or assumption shall be null and void.

8. Miscellaneous.

(a) Both the Outstanding Principal Balance and Interest are payable in lawful money of the United States of America. If any payment due hereunder falls on a Saturday, a Sunday or any other day on which commercial banks in New York City are authorized or required to close under applicable law, such payment shall be payable on the next succeeding business day, with interest accruing thereon until the date of payment thereof.

(b) If Maker shall fail to pay any amount payable hereunder on the due date therefor, Maker shall pay all costs of collection, including, but not limited to, attorney’s fees and expenses, incurred by Payee on account of such collection.

(c) The Maker shall pay the Payee all sums which are payable pursuant to the terms of this Note without setoff, recoupment or deduction of any kind or for any reason whatsoever.

(d) No delay on the part of the Payee in exercising any option, power or right hereunder, shall constitute a waiver thereof, nor shall the Payee be estopped from enforcing the same or any other provision at any later time or in any other instance. No waiver of any of the terms or provisions of this Note shall be effective unless in writing, duly signed by the party to be charged. This Note shall not be modified except by a writing signed by both the Maker and the Payee.

(e) This Note shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to principles of conflict of laws.

IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed as of the date first above written.

Exhibit 4.1

FORM OF NOTE PURCHASE AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE NOTE PURCHASE AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO PURCHASER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY THE COMPANY OR THROUGH THE DALMORE GROUP LLC (THE “BROKER”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH PURCHASER IN THIS NOTE PURCHASE AGREEMENT AND THE OTHER INFORMATION PROVIDED BY PURCHASER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

 
Ladies and Gentlemen:

1. Subscription.

(a) The undersigned (“Purchaser”) hereby subscribes for and agrees to purchase Notes (the “Securities”), of Rayven Properties, LLC, a Delaware limited liability company (the “Company”), at a amount as set forth on the signature page, upon the terms and conditions set forth herein. The minimum subscription is $250. The rights of the notes are as set forth in the form of note attached as Exhibit A hereto and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document.

(b) Purchaser understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Note Purchase Agreement as provided herein, Purchaser acknowledges that Purchaser has received access to this Note Purchase Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Purchaser to make an investment decision.

(c) The Purchaser’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Purchaser’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Purchaser. In addition, the Company, at its sole discretion, may allocate to Purchaser only a portion of the number of Securities Purchaser has subscribed for. The Company will notify Purchaser whether this subscription is accepted (whether in whole or in part) or rejected. If Purchaser’s subscription is rejected, Purchaser’s payment (or portion thereof if partially rejected) will be returned to Purchaser without interest and all of Purchaser’s obligations hereunder shall terminate.

(d) The aggregate number of Securities sold shall not exceed $75,000,000 in aggregate value (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Note Purchase Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

(f) The terms of this Note Purchase Agreement shall be binding upon Purchaser and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Purchaser, terms of this Note Purchase Agreement.

2. Purchase Procedure.

(a) Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Note Purchase Agreement. Purchaser shall deliver a signed copy of this Note Purchase Agreement (which may be executed and delivered electronically), along with payment for the aggregate purchase price of the Securities by a check for available funds made payable to “Rayven Properties LLC”, by ACH electronic transfer, credit/debit card, or wire transfer to an account designated by the Company, or by any combination of such methods. At the Closing Date, the undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Two12 Inc. (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

3. Representations and Warranties of the Company.

The Company represents and warrants to Purchaser that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Note Purchase Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Note Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Note Purchase Agreement, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

(c) Authority for Agreement. The execution and delivery by the Company of this Note Purchase Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof as provided herein, this Note Purchase Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d) No filings. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Note Purchase Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Financial statements. Complete copies of the Company’s financial statements meeting the requirements of Form 1-A under the Securities Act (the “Financial Statements”) have been made available to the Purchaser and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. The auditing firm, or each firm, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.

(f) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds” in the Offering Circular.

(g) Litigation. Except as set forth in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. Representations and Warranties of Purchaser. By executing this Note Purchase Agreement, Purchaser (and, if Purchaser is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Purchaser is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of such Purchaser’s respective Closing Date(s):

(a) Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Note Purchase Agreement and other agreements required hereunder and to carry out their provisions. All action on Purchaser’s part required for the lawful execution and delivery of this Note Purchase Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Note Purchase Agreement and other agreements required hereunder will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. Purchaser understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Purchaser also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser’s representations contained in this Note Purchase Agreement.

(c) Illiquidity and Continued Economic Risk. Purchaser acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Purchaser must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Purchaser acknowledges that Purchaser is able to bear the economic risk of losing Purchaser’s entire investment in the Securities. Purchaser also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d) Accredited Investor Status or Investment Limits. Purchaser represents that either:

(i) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Purchaser represents and warrants that it meets one or more of the criteria set forth in Appendix A attached hereto; or

(ii) The purchase price of the Securities (including any fee to be paid by the Purchaser), together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Purchaser’s annual income or net worth.

Purchaser represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(e) Noteholder information. Within five days after receipt of a request from the Company, the Purchaser hereby agrees to provide such information with respect to its status as a noteholder (or potential noteholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Purchaser further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(f) Interest and Maturity Date. The Purchaser acknowledges that all of the terms of the Securities were set by the Company and no warranties are made as to their value. The Purchaser further acknowledges that future offerings of Securities may be made on more or less favorable terms.

(g) Domicile. Purchaser maintains Purchaser’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(h) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Note Purchase Agreement or related documents based on any arrangement or agreement binding upon Purchaser.

(i) Foreign Investors. If Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Note Purchase Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

5. Survival of Representations and Indemnity. The representations, warranties and covenants made by the Purchaser herein shall survive the Termination Date of this Agreement. The Purchaser agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Purchaser to comply with any covenant or agreement made by the Purchaser herein or in any other document furnished by the Purchaser to any of the foregoing in connection with this transaction.

6. Governing Law. This Note Purchase Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of laws.

7. Dispute Resolution.

NOTICE OF DISPUTE RESOLUTION BY BINDING ARBITRATION AND CLASS ACTION/CLASS ARBITRATION WAIVER.

(a) IMPORTANT: PLEASE READ CAREFULLY. THE FOLLOWING PROVISION (“ARBITRATION PROVISION”) CONSTITUTES A BINDING AGREEMENT THAT LIMITS CERTAIN RIGHTS, INCLUDING YOUR RIGHT TO OBTAIN RELIEF OR DAMAGES THROUGH COURT ACTION OR AS A MEMBER OF A CLASS. THAT MEANS THAT, IN THE EVENT THAT YOU HAVE A COMPLAINT AGAINST RAYVEN PROPERTIES, LLC THAT THE RAYVEN PROPERTIES, LLC IS UNABLE TO RESOLVE TO YOUR SATISFACTION AND THAT CAN NOT BE RESOLVED THROUGH MEDIATION, YOU AND RAYVEN PROPERTIES, LLC AGREE TO RESOLVE YOUR DISPUTE THROUGH BINDING ARBITRATION, INSTEAD OF THROUGH COURTS OF GENERAL JURISDICTION OR THROUGH A CLASS ACTION. BY ENTERING INTO THIS AGREEMENT, YOU AND RAYVEN PROPERTIES, LLC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS ACTION. THE ARBITRATION PROVISION AND THE WAIVER OF THE RIGHT TO A JURY TRIAL AND CLASS ACTION IS NOT INTENDED TO BE DEEMED A WAIVER BY YOU OF OUR COMPLIANCE WITH THE EXCHANGE ACT AND SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE ARBITRATION, CLASS ACTION WAIVER AND JURY WAIVER PROVISIONS DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

(b) “Claim” shall mean any dispute or controversy arising out of or relating to this Agreement and/or the transactions, activities, or relationships that involve, lead to, or result from any of the foregoing. Claims include breach of contract, fraud, misrepresentation, express or implied warranty, and equitable, injunctive, or declaratory relief, as well as claims relating to securities matters, regardless of the originating source (common law, statute, constitution, regulation, etc.). Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise and include those brought by or against your assigns, heirs, or beneficiaries.

(c) If a Claim arises and such Claim cannot be settled through direct discussions, the parties hereto agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association (the “AAA”) under its Commercial Mediation Procedures before resorting to arbitration pursuant to this Section 7.

(d) Any unresolved Claim shall be settled by binding arbitration as the sole and exclusive forum and remedy for resolution of a Claim between you and Rayven Properties, LLC. The party initiating arbitration shall do so with the AAA. The procedure shall be governed by the AAA Commercial Arbitration Rules, and the parties stipulate that the laws of the State of Delaware shall apply, without regard to conflict-of-law principles. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to controlling law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. Arbitration shall take place in Douglas County, Nebraska, within the U.S. District of Nebraska, or in such location as agreed upon by the parties. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

(d) Absent agreement among the parties, the presiding arbitrator shall determine how to allocate the fees and costs of arbitration among the parties according to the administrator’s rules or in accordance with controlling law if contrary to those rules. Each party shall bear the expense of that party’s attorneys, experts, and witnesses, regardless of which party prevails in the arbitration, unless controlling law provides a right for the prevailing party to recover fees and costs from the other party. Notwithstanding the foregoing, if the arbitrator determines that your claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), we shall not be required to pay any fees or costs of the arbitration proceeding, and any previously paid fees or costs shall be reimbursed by you.

(e) If the amount in controversy exceeds $50,000, any party may appeal the arbitrator’s award to a three-arbitrator panel within thirty (30) days of the final award. Additionally, in the event of such an appeal, any opposing party may cross-appeal within thirty (30) days after notice of the appeal. The three-arbitrator panel may consider all of the evidence and issue a new award, and the panel does not have to adopt or give any weight to the first arbitrator’s findings of fact or conclusion. This is called “de novo” review. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (the “FAA”), and may be entered as a judgment in any court of competent jurisdiction.

(f) The parties agree that this Arbitration Provision is made pursuant to a transaction between you and Rayven Properties, LLC that involves and affects interstate commerce and therefore shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by the law of the State of Delaware, subject to the limitations set forth in this Agreement. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The parties also agree that the proceedings shall be confidential to protect intellectual property rights.

(g) IF YOU DO NOT AGREE TO THE TERMS OF THIS ARBITRATION AGREEMENT, YOU MAY OPT OUT OF THIS ARBITRATION PROVISION BY SENDING AN ARBITRATION OPT-OUT NOTICE TO RAYVEN PROPERTIES, LLC, 1759 OCEANSIDE BLVD., SUITE C506, OCEANSIDE, CA 92054, THAT IS RECEIVED AT THIS ADDRESS WITHIN THIRTY (30) DAYS OF YOUR FIRST ELECTRONIC ACCEPTANCE OF THIS FORM. YOUR OPT-OUT NOTICE MUST CLEARLY STATE THAT YOU ARE REJECTING ARBITRATION; IDENTIFY THE AGREEMENT TO WHICH IT APPLIES BY DATE; PROVIDE YOUR NAME, ADDRESS, AND SOCIAL SECURITY NUMBER; AND BE SIGNED BY YOU. YOUR MAY CONVEY THE OPT-OUT NOTICE BY U.S. MAIL OR ANY PRIVATE MAIL CARRIER (E.G. FEDERAL EXPRESS, UNITED PARCEL SERVICE, DHL EXPRESS, ETC.), SO LONG AS IT IS RECEIVED AT THE ABOVE MAILING ADDRESS WITHIN THIRTY (30) DAYS OF YOUR FIRST ELECTRONIC ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF THE NOTICE IS SENT BY A THIRD PARTY, SUCH THIRD PARTY MUST INCLUDE EVIDENCE OF HIS OR HER LEGAL AUTHORITY TO SUBMIT THE OPT-OUT NOTICE ON YOUR BEHALF. IF YOUR OPT-OUT NOTICE IS NOT RECEIVED WITHIN THIRTY (30) DAYS, YOU WILL BE DEEMED TO HAVE ACCEPTED ALL TERMS OF THIS ARBITRATION AGREEMENT.

(h) NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration.

(i) This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties; (ii) the bankruptcy or insolvency of any party or other person; and (iii) any transfer of the Security, or any amounts owed on such Security, to any other person or entity. If any portion of this Arbitration Provision other than the prohibitions on class arbitration in Sections 13(a) and 13(h) is deemed invalid or unenforceable under any law or statute consistent with the FAA, it shall not invalidate the other provisions of this Arbitration Provision or this Agreement; if the prohibition on class arbitration is deemed invalid, however, then this entire Arbitration Provision shall be null and void.

(j) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARITIES HERETO WAIVE A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS ACTION IN ANY LITIGATION RELATING TO THIS AGREEMENT, OR ANY OTHER AGREEMENTS RELATED THERTO. NOTWITHSTANDING THE FOREGOING SENTENCE, THE WAIVER OF THE RIGHT TO A JURY TRIAL AND CLASS ACTION IS NOT INTENDED TO BE DEEMED A WAIVER BY YOU OF OUR COMPLIANCE WITH THE EXCHANGE ACT AND SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

8. Notices. Notice, requests, demands and other communications relating to this Note Purchase Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

9. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) This Note Purchase Agreement is not transferable or assignable by Purchaser.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Purchaser and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Note Purchase Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Purchaser.

(e) In the event any part of this Note Purchase Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Note Purchase Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Note Purchase Agreement in such jurisdiction or the validity, legality or enforceability of this Note Purchase Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Note Purchase Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Note Purchase Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Note Purchase Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Note Purchase Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Note Purchase Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Note Purchase Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under this Note Purchase Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

10. Subscription Procedure. Each Purchaser, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Purchaser’s information and his or her investment through the platform and confirms such Purchaser’s electronic signature to this Note Purchase Agreement. Each party hereto agrees that (a) Purchaser's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Note Purchase Agreement and constitutes execution and delivery of this Note Purchase Agreement by Purchaser, (b) the Company's acceptance of Purchaser's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Note Purchase Agreement and constitutes execution and delivery of this Note Purchase Agreement by the Company and (c) each party's execution and delivery of this Note Purchase Agreement as provided in this Section 9 establishes such party's acceptance of the terms and conditions of this Note Purchase Agreement.

RAYVEN PROPERTIES, LLC

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Notes of Rayven Properties, LLC, by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

*    *    *    *    *

APPENDIX A

An accredited investor, as defined in Rule 501(a) of the Securities Act of 1933, as amended, includes the following categories of investor:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any 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 in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000.

(i) Except as provided in paragraph (5)(ii) of this section, for purposes of calculating net worth under this paragraph (5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

(ii) Paragraph (5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

(A) Such right was held by the person on July 20, 2010;

(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

(C) The person held securities of the same issuer, other than such right, on July 20, 2010.

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii);

(8) Any entity in which all of the equity owners are accredited investors;

(9) Any entity, of a type of not listed in paragraphs (1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status;

(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

(i) With assets under management in excess of $5,000,000,

(ii) That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (12)(iii).

EXHIBIT A

[FORM OF NOTE]

Exhibit 6.1 

Amended and Restated Management Agreement

This Amended and Restated Management Agreement ("Management Agreement") is made between RAYVEN PROPERTIES, LLC, a Delaware limited liability company, (the “Company”), and RAYVEN MANAGER, LLC (hereinafter "Manager") a Delaware Limited Liability Company.

RECITALS

WHEREAS, the Company is a newly organized Delaware limited liability company formed to acquire, manage and develop commercial properties and to seek to convert the properties to zero net energy properties;

WHEREAS, Manager has been retained to act as the non-member “manager” of the Company pursuant to, and in accordance with, an Amended and Restated Operating Agreement of the Company dated February 6, 2023 (the “Operating Agreement”);

WHEREAS, some or all of the members of the Manager may be required to execute guarantees of non-recourse carveouts or of all or a portion of loans made to the Company or a Company Subsidiary in connection with the acquisition, development or improvement of a Property (with respect to any such Property, the members who enter into guarantees with respect to the Property are herein referred to as the “Property Guarantors”);

WHEREAS, this Agreement sets forth the compensation to be paid to Manager for acting as a non-member manager of the Company;

WHEREAS, all capitalized terms not defined herein shall have the meanings set forth in the Operating Agreement, and

WHEREAS, Manager will provide all personnel necessary for the Manager to perform its obligations and responsibilities in exchange for compensation as set forth in this Management Agreement.

NOW THEREFORE, the Company and the Manager hereby agree as follows:

1.1.1.1            conduct day-to-day operations of the Company;

1.1.1.2            identify, evaluate and supervise the conduct of due diligence on investment opportunities to be presented to the Company pursuant to the Operating Agreement;

1.1.1.3            upon approval of an investment opportunity pursuant to the Operating Agreement, supervise the pursuit of the acquisition and the closing of the acquisition of the investment opportunity upon terms and conditions the Manager deems acceptable;

1.1.1.4            supervise the Membership Interest Offering and the Reg A Offering;

1.1.1.5            supervise the financing of acquisitions;

1.1.1.6            provide asset management services or retain asset managers for properties owned by the Company or a Company Subsidiary;

1.1.1.7            supervise the Company’s retention of property managers for each of the Properties on terms and conditions the Manager deems acceptable;

1.1.1.8            supervise the conversion of Properties to net zero energy properties;

1.1.1.9            identify Properties that may be disposed of by the Company and supervise and negotiate the disposition of Properties;

1.1.1.10          undertake all the duties and responsibilities of the “Manager” under the Operating Agreement.

1.2.1               This Management Agreement shall commence on the date hereof and, shall continue until the Manager is replaced in accordance with the Operating Agreement.

1.3.1               Fund Management Fee. Beginning on July 15, 2023 and on each 15 day of January, April, July, and October thereafter, Manager shall receive a quarterly fee equal to .175 percent (.175%) of the Total Assets of the Company as of the last day of the quarter. Total Assets of the Company shall be determined by the Manager of the Company in its good faith discretion based on the fair market value of the Company’s assets and the Manager’s determination shall be binding absent manifest error.

The Fund Management Fee shall be calculated by Manager within fifteen (15) days after the end of each calendar quarter and the Manager is authorized to pay such fee in cash within five (5) business days after delivery to the Voting Members of the written statement of Manager setting forth the computation of the Fund Management Fee for such quarter.

1.3.2               Asset Management Fee The Company shall pay to Manager a monthly asset management fee, of two percent (2%) of the monthly gross revenue generated by the Properties. The Asset Management Fee shall be paid in arrears on a monthly basis.

1.3.3               Acquisition Fee The Company shall pay or cause the applicable Company Subsidiary to pay an acquisition fee equal to two percent (2%) of the purchase price of any Property acquired by the Company or a Company Subsidiary within five (5) days after closing of the acquisition of the Property. If there are any Property Guarantors with respect to the Property for which an acquisition fee is paid, one half (1/2) (one percent of the purchase price of the Property) shall be paid to the Property Guarantors to be divided equally among the Property Guarantors. The remaining portion of the acquisition fee, after payment to the Property Guarantors, if any payment is required to be made to Property Guarantors, shall be paid to the Manager.

1.3.4               Disposition Fee The Company shall pay or cause the applicable Company Subsidiary to pay to Manager a disposition fee equal to two percent (2%) of the cash sale price of any Property acquired by the Company or a Company Subsidiary within five (5) days after closing of the disposition of a Property.

2.1.1            The Company is duly formed limited liability company, validly existing and in good standing under the laws of the State of Delaware.

2.1.2            The Company has provided the Manager with a true, correct and complete copy of the Operating Agreement.

2.2.1           The Manager is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. The Manager has the power and authority under its organizational documents to own and operate its assets and to carry on its business as proposed to be conducted, to execute, deliver and perform this Management Agreement and any other document, agreement, certificate and instrument that may be contemplated hereby to which it is a party.

2.2.2            The execution and delivery by the Manager of this Management Agreement and any other document, agreement, certificate and instrument that may be contemplated hereby to which it is a party, the performance by the Manager of its obligations hereunder and thereunder have been duly authorized by all requisite limited liability company action on the part of the Manager and will not violate any provision of law, any order of any court or other agency of government, the certificate of formation of the Manager or any other organizational document of the Manager.

2.2.3           This Management Agreement has been duly executed and delivered by the Manager and constitutes the legal, valid and binding obligations of the Manager, enforceable against the Manager in accordance with its terms, except as the enforceability hereof may be limited by:

2.2.3.1       applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally; or

2.2.3.2        applicable equitable principles (whether considered in a proceeding at law or in equity).

3.1      Limitation of Liability. Manager assumes no responsibility under this Management Agreement other than to render the services called for hereunder in good faith. Manager and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants, attorneys, accountants, auditors, and any person providing advisory or sub-advisory services to Manager, will not be liable to the Company or its members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Management Agreement and the Operating Agreement, except as provided in the Operating Agreement.

4.1     Effective Date. This Management Agreement is entered into by the Parties and is effective as of the last date of signing of this Management Agreement by the Parties.

4.2      Entire Agreement. The Parties expressly understand and agree that this instrument together with the Operating Agreement contains the entire agreement between the Parties with respect to the subject matter of this Management Agreement. This Management Agreement may be amended only by a written instrument signed by the duly authorized representatives of the Company and the Manager.

4.3     No Waiver. A waiver by any Party of a breach or default of this Management Agreement by any other Party shall not be construed or deemed to be a waiver of any other or concurrent or succeeding breach or default of this Management Agreement by the other Party or any other Party. No waiver of a condition in or under this Management Agreement shall be valid unless set forth expressly in a writing signed by the Party making the waiver and for whose benefit the condition or obligation exists.

4.4      Successors and Assigns. Neither this Management Agreement nor any of the rights, interests or obligations hereunder shall be assignable or transferable by any party without the prior written consent of the other parties hereto, and any such unauthorized assignment or transfer will be void. This Management Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

4.5      Severability. The Parties agree that if any part, term, or provision of this Management Agreement shall be found illegal, in conflict with any valid controlling law, or otherwise unenforceable, the validity of the remaining provisions shall not be affected thereby.

4.6      Survivability. All obligations under this Management Agreement, as executed by the Parties, shall continue according to the terms set forth herein.

4.7      Headings. The headings for the Sections set forth in this Management Agreement are strictly for the convenience of the Parties hereto and shall not be used in any way to restrict the meaning or interpretation of the substantive language of this Management Agreement.

4.8      Counterparts. This Management Agreement may be executed in separate counterparts, each of which so executed and delivered shall constitute an original, but all such counterparts shall together constitute one and the same instrument. Any such counterpart may comprise one or more duplicates or duplicate signature pages, any of which may be executed by less than all of the Parties, provided that each Party executes at least one such duplicate or duplicate signature page.

4.9      Images of Original. The Parties stipulate that a photostatic copy, a scanned image or an image received by facsimile or by email of any executed original shall be admissible in evidence for all purposes in any proceeding as between the Parties.

IN WITNESS WHEREOF, each of the parties hereto has executed this Management Agreement as of February 6, 2023.

Exhibit 11

CONSENT OF INDEPENDENT AUDITOR

We consent to the use in the Offering Circular constituting a part of this Offering Statement on Form 1-A, as it may be amended, of our Independent Auditor’s Report dated November 30, 2022 relating to the balance sheet of Rayven Properties, LLC (formerly Wild Buildings, LLC) as of October 6, 2022 (inception) and the related notes to the financial statement.

/s/ Artesian CPA, LLC

Denver, CO

February 10, 2023

Artesian CPA, LLC

1624 Market Street, Suite 202 | Denver, CO 80202

p: 877.968.3330 f: 720.634.0905

info@ArtesianCPA.com | www.ArtesianCPA.com

Exhibit 12

CrowdCheck Law LLP

700 12^th Street NW, Suite 700

Washington, DC 20005

February 10, 2023

Rayven Properties, LLC
1759 Oceanside Blvd., Suite C506
Oceanside, CA 92054

Ladies and Gentlemen:

We are acting as counsel to Rayven Properties, LLC (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to $75 million of promissory notes.

In connection with the opinion contained herein, we have examined the offering statement, the certificate of formation, amended and restated limited liability company agreement, form of note, form of note purchase agreement, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

We are opining herein as to the effect on the subject transactions only of the laws of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, including federal law.

Based upon the foregoing, we are of the opinion that the promissory notes being sold pursuant to the offering statement are duly authorized and will be, when issued in the manner described in the offering statement and the note purchase agreement, legal, validly and binding obligations of the Company, enforceable against the Company in accordance with their terms.

Our opinion that any document is legal, valid and binding is qualified as to: 

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

We further consent to the use of this opinion as an exhibit to the offering statement.

Yours truly,

/s/ CrowdCheck Law, LLP