THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

THE SECURITIES OFFERED HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE REGULATORY AUTHORITY NOR HAS ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Form 1-A Offering Circular

Regulation A Tier 2 Offering

Offering Circular

For

REAL STREET BUILD-TO-RENT FUND I, LLC

A Delaware Limited Liability Company

October 25, 2023

SECURITIES OFFERED: Equity in the form of LLC membership interests denominated in Class A Units

MAXIMUM OFFERING AMOUNT: $25,000,000 for 25,000 Class A Units

MINIMUM OFFERING AMOUNT: Not Applicable

MINIMUM INVESTMENT AMOUNT: $1,000.00 for 1 Unit per Investor

CONTACT INFORMATION : REAL STREET BUILD-TO-RENT FUND I, LLC

9200 NW 39^th Avenue, Suite 130-1002

Gainesville, FL 32606

(307) 228-4628

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, Investors are encouraged 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.

REAL STREET BUILD-TO-RENT FUND I, LLC, is a Delaware limited liability company formed on June 12, 2023, (the “Company” or “Issuer”) for the purpose of acquiring, improving, managing, developing, operating and disposing of build-to-rent (“BTR”) communities and related personal and real property located thereon (“BTR Assets”) throughout the United States (each, individually, a “Property” and collectively, the “Properties”).

Properties that are BTR Assets will include land, homes and/or other assets on the properties that generate ancillary revenue. This may include storage, retail, restaurant, or other commercial real property located on or adjacent to the applicable Property and acquired by the Company in connection with the acquisition of the applicable BTR Asset. Each BTR Asset acquired by the Company will be acquired either directly by the Company, or indirectly through a subsidiary of the Company (each a “Property Subsidiary”). The Company may also form one additional sub-holding company (“SubCo”) which would be a sole purpose, wholly-owned subsidiary of the Company, with each Property Subsidiary in turn being a subsidiary of SubCo. See “Description of the Business” below.

The Company is offering by means of this offering circular (the “Offering Circular”), equity in the form of Class A Units (the “Units,” or in the singular, a “Unit”) on a best-efforts basis to those who meet the investor suitability standards (the “Investor(s)”) as set forth herein. See “Investor Suitability Standards” below.

The minimum investment amount per Investor is $1,000.00, in exchange for one (1) Unit. The Company does not intend to list the Units for trading on any exchange or other trading market. See “Description of the Securities” below.

The Company does not currently own any assets, therefore, returns are speculative. However, it is the Company’s intent to pay a preferred return (the “Preferred Return”) to holders of the Class A Units in accordance with their capital contribution to the Company. The estimated return will be based on the Company’s internal underwriting criteria. The Company intends on using funds from a successful Offering to purchase and develop BTR Assets. To generate enough cash flow and value to pay the Preferred Return, the Company will first need to purchase, develop, and lease the Asset. The intended Preferred Return is a cumulative preferred return, meaning that if it is not paid in full annually when it is due, the unpaid amount shall carry forward to the next annual period until paid in full. (See “Securities Being Offered,” below.)

The Company is managed by an Affiliate, Real Street Capital Manager, LLC, a Delaware limited liability company (the “Manager”) which was formed in April 2023 and is responsible for day-to-day management, investment, and development decisions related to the Company. The executive officers and/or advisors of the Manager are Gregory Stula, David J. Rasmussen (each, a “Key Executive”), Elena Burgos, and Fred Sanchez (each, an “Advisor”). The Company intends to use the Proceeds of this Offering (the “Proceeds”) to acquire, improve, manage, develop, operate and sell BTR Assets in Florida and throughout the United States.

Sales of the Units pursuant to this Regulation A Tier 2 Offering (the “Offering”) will commence immediately upon qualification by the Securities and Exchange Commission (the “Effective Date”) and will terminate on the earliest of: (a) the date the Company, in its sole discretion, elects to terminate, or (b) the date upon which all Units have been sold (the “Offering Period”).

The Company will offer Units via the website: www.realstreetcapital.com (the “Platform”) on a continuous and ongoing basis. Netshares Financial Services, LLC (“Netshares”), a FINRA broker-dealer, will act as the administrative broker-dealer for this Offering. The escrow account is administered by East West Bank. See “Plan of Distribution” below.

Concurrent with this Offering, the Company is also offering the Units in a separate offering being made pursuant Rule 506(c) of Regulation D under the Securities Act. (the “Concurrent Regulation D Offering”). The Company is making the Concurrent Regulation D Offering by way of a separate offering document that will be made available only to persons who can verify to the Company that they are “accredited investors,” as such term is defined in Regulation D. The Company may commence selling the Units in the Concurrent Regulation D Offering before the date on which this Regulation A Offering is qualified by the SEC. Furthermore, the terms of the Concurrent Regulation D Offering may be different from those of this Offering.

The Company has engaged East West Bank as Escrow agent to hold funds in escrow after the Proceeds have been paid by the Investor. The Investors’ funds will be held in escrow until Netshares clears the sale after its internal due diligence of the Investor. After the Investor is cleared by Netshares, the funds will be released from the escrow agent to the Company’s operational account. The reason the Company has an escrow agent and account without having a Minimum Offering Amount is due to the Company engaging Netshares, a FINRA broker-dealer. Under FINRA regulations, an escrow account is used for distributions conducted on a contingency basis (e.g., best-efforts all-or-none or part-or-none offerings) (see FINRA Regulatory Notice 16-08 and Rule 15c2-4 of the Securities Exchange Act of 1934).

Persons who purchase Units will be members of the Company (“Members” or in the singular a “Member”), subject to the terms of the LLC operating agreement of the Company (the “Operating Agreement” included as Exhibit 3) and will hereinafter be referred to as “Investors” or in the singular an “Investor.” The Company intends to use the Proceeds of this Offering to commence and expand operations of the Company. The acceptance of Investor funds may be briefly paused at times to allow the Company to effectively and accurately process and settle subscriptions that have been received. There are no selling securityholders in this Offering.

Prior to this Offering, there has been no public market for the Units, and none is expected to develop. The Offering price is arbitrary and does not bear any relationship to the value of the assets of the Company. The Company does not currently have plans to list any Units on any securities market. The Manager and Affiliates will receive compensation and income from the Company and these transactions may involve certain conflicts of interest. See “Risk Factors,” “Compensation of the Manager,” and “Conflicts of Interest” below.

Investing in the Units is speculative and involves substantial risks, including risk of complete loss. Prospective Investors should purchase these securities only if they can afford a complete loss of their investment. See “Risk Factors” starting on Page 5 below. There are material income tax risks associated with investing in the Company that prospective investors should consider. See “Federal Tax Treatment” below.

As of the date of this Offering Circular, the Company has engaged KoreConX as transfer agent for this Offering.

RULE 251(D)(3)(I)(F) DISCLOSURE. RULE 251(D)(3)(I)(F) PERMITS REGULATION A OFFERINGS TO CONDUCT ONGOING CONTINUOUS OFFERINGS OF SECURITIES FOR MORE THAN THIRTY (30) DAYS AFTER THE QUALIFICATION DATE IF: (1) THE OFFERING WILL COMMENCE WITHIN TWO (2) DAYS AFTER THE QUALIFICATION DATE; (2) THE OFFERING WILL BE MADE ON A CONTINUOUS AND ONGOING BASIS FOR A PERIOD THAT MAY BE IN EXCESS OF THIRTY (30) DAYS OF THE INITIAL QUALIFICATION DATE; (3) THE OFFERING WILL BE IN AN AMOUNT THAT, AT THE TIME THE OFFERING CIRCULAR IS QUALIFIED, IS REASONABLY EXPECTED TO BE OFFERED AND SOLD WITHIN ONE (1) YEAR FROM THE INITIAL QUALIFICATION DATE; AND (4) THE SECURITIES MAY BE OFFERED AND SOLD ONLY IF NOT MORE THAN THREE (3) YEARS HAVE ELAPSED SINCE THE INITIAL QUALIFICATION DATE OF THE OFFERING, UNLESS A NEW OFFERING CIRCULAR IS SUBMITTED AND FILED BY THE COMPANY PURSUANT TO RULE 251(D)(3)(I)(F) WITH THE SEC COVERING THE REMAINING SECURITIES OFFERED UNDER THE PREVIOUS OFFERING; THEN THE SECURITIES MAY CONTINUE TO BE OFFERED AND SOLD UNTIL THE EARLIER OF THE QUALIFICATION DATE OF THE NEW OFFERING CIRCULAR OR THE ONE HUNDRED EIGHTY (180) CALENDAR DAYS AFTER THE THIRD ANNIVERSARY OF THE INITIAL QUALIFICATION DATE OF THE PRIOR OFFERING CIRCULAR. THE COMPANY INTENDS TO OFFER THE SHARES DESCRIBED HEREIN ON A CONTINUOUS AND ONGOING BASIS PURSUANT TO RULE 251(D)(3)(I)(F). THE COMPANY INTENDS TO COMMENCE THE OFFERING IMMEDIATELY AND NO LATER THAN TWO (2) DAYS FROM THE INITIAL QUALIFICATION DATE. THE COMPANY REASONABLY EXPECTS TO OFFER AND SELL THE SECURITIES STATED IN THIS OFFERING CIRCULAR WITHIN ONE (1) YEAR FROM THE INITIAL QUALIFICATION DATE.

The Company will commence sales of the Units immediately upon qualification of the Offering by the SEC. The Company approximates sales will commence during Q4 – 2023.

OFFERING PROCEEDS TABLE

*The Offering price to Investors was arbitrarily determined by the Manager.

** The Company is not using an underwriter for the sale of the Units. These commissions listed are those for Netshares, a FINRA broker-dealer, acting as a broker-dealer for this Offering on a best-efforts basis. Netshares receives a 1.0% commission on the aggregate sales of the Units for a maximum of $250,000, plus a 4.0% commission for any amounts raised only through Netshares’s direct introductions (up to a maximum of $200,000). The maximum possible commission earned by Netshares is $450,000. See the “Plan of Distribution” below.

*** Units will be offered and sold directly by the Company, the Manager and the Company’s Managers and employees. No commissions for selling Units will be paid to the Company the Manager or the Company’s Managers or employees.

**** There are no Selling Shareholders in this Offering.

TABLE OF CONTENTS

SUMMARY OF THE OFFERING

The following information is only a brief summary of, and is qualified in its entirety by, the detailed information appearing elsewhere in this Offering. This Offering Circular, together with the exhibits attached including, but not limited to, the Operating Agreement, a copy of which is attached hereto as Exhibit 3 and should be carefully read in its entirety before any investment decision is made. If there is a conflict between the terms contained in this Offering Circular and the Operating Agreement, the Operating Agreement shall prevail and control, and no Investor should rely on any reference herein to the Operating Agreement without consulting the actual underlying document.

The Company intends to operate primarily in the United States. See “Description of the Business” below.

FORWARD LOOKING STATEMENTS

Investors should not rely on forward-looking statements because they are inherently uncertain. Investors should not rely on forward-looking statements in this Offering Circular. This Offering Circular contains forward-looking statements that involve risks and uncertainties. The use of words such as “anticipated,” “projected,” “forecasted,” “estimated,” “prospective,” “believes,” “expects,” “plans,” “future,” “intends,” “should,” “can,” “could,” “might,” “potential,” “continue,” “may,” “will,” and similar expressions identify these forward-looking statements. Investors should not place undue reliance on these forward-looking statements, which may apply only as of the date of this Offering Circular.

INVESTOR SUITABILITY STANDARDS

All persons who purchase the Units of the Company pursuant to the Subscription Agreement, attached hereto as Exhibit 4, must comply with the Investor Suitability Standards as provided below. It is the responsibility of the purchaser of the Units to verify compliance with the Investor Suitability Standards. The Company may request that Investor verify compliance, but the Company is under no obligation to do so. By purchasing Units pursuant to this Offering, the Investor self-certifies compliance with the Investor Suitability Standards. If, after the Company receives Investor’s funds and transfers ownership of the Units, the Company discovers that the Investor does not comply with the Investor Suitability Standards as provided, the transfer will be deemed null and void ab initio and the Company will return Investor’s funds to the purported purchaser. The amounts returned to the purported purchaser will be equal to the purchase price paid for the Units less any costs incurred by the Company in the initial execution of the null purchase and any costs incurred by the Company in returning the Investor’s funds. These costs may include any transfer fees, sales fees/commissions, or other fees paid to transfer agents or brokers.

The Company’s Units are being offered and sold only to “Qualified Purchasers” as defined in Regulation A.

Qualified Purchasers include:

(i) “Accredited Investors” defined under Rule 501(a) of Regulation D (as explained below); and

(ii) All other Investors so long as their investment in the Company’s Units does not represent more than 10% of the greater of the Investor’s, alone or together with a spouse or spousal equivalent, annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

The Units are offered hereby and sold to Investors that meet one of the two categories above, to qualify as an Accredited Investor, for purposes of satisfying one of the tests in the Qualified Purchaser definition, an Investor must meet one of the following conditions:

1) An Accredited Investor, in the context of a natural person, includes anyone who:

(i) Earned income that exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years, and reasonably expects the same for the current year or

(ii) Has a net worth over $1 million, either alone, or together with a spouse or spousal equivalent (excluding the value of the person’s primary residence), or

(iii) Holds in good standing a Series 7, 65, or 82 license.

2) Additional Accredited Investor categories include:

(i) 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 Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”); any insurance company as defined in Section 2(13) of the Exchange 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 (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; 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 million 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 advisor, or if the employee benefit plan has total assets in excess of $5 million or, if a self-directed plan, with investment decisions made solely by persons who are Accredited Investors;

(ii) Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;

(iii) Any organization described in Section 501(c)(3)(d) of the Internal Revenue Code of 1986, as amended (the “Code”), corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5 million;

(iv) Any director or executive officer, or fund of the issuer of the securities being sold, or any director, executive officer, or fund of a fund of that issuer;

(v) Any trust, with total assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(B)(b)(2)(ii) of the Code; or

(vi) Any entity in which all of the equity owners are Accredited Investors as defined above.

RISK FACTORS

The Company commenced preliminary business development operations on June 12, 2023 and is organized as a limited liability company under the laws of the State of Delaware. Accordingly, the Company has only a limited history upon which an evaluation of its prospects and future performance can be made. The Company’s proposed operations are subject to all business risks associated with new enterprises. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the acquisition of real estate, operation in a competitive industry, and the continued development of advertising, promotions and a corresponding customer base. There is a possibility that the Company could sustain losses in the future.

There can be no assurances that the Company will operate profitably. An investment in the Units involves a number of risks. Investors should carefully consider the following risks and other information in this Offering Circular before purchasing Units. Without limiting the generality of the foregoing, Investors should consider, among other things, the following risk factors:

The Company does not have a meaningful operating history upon which an Investor can base a prediction of its future success or failure.

Although the Key Executives have experience in the real estate industry generally, the Company and the Manager themselves are newly formed entities, and therefore there is no prior operating history upon which Investors may base a prediction of the Company’s future success or failure, and past performance cannot and should not be relied upon as an indicator of the ability of the Company to achieve its investment objectives. In addition, under the terms of the Company’s Operating Agreement, Investors will have extremely limited voting and management rights, and will therefore be relying on the experience and judgment of the Manager and indirectly, the Key Executives, with respect to an investment in the Company.

Investors will not have any control over the Company or the Property Subsidiaries, or their respective operations. Rather, such control will be exercised solely by the Manager and the Key Executives.

Investors will not have any control over the Company or any Property Subsidiary (defined above), or their respective operations. Rather, all such decisions will be made solely by the Manager and the Key Executives. Although the Key Executives are experienced and have previously achieved some favorable results within the real estate industry, there can be no guarantee that this will continue in the future. Further, if the individual Properties acquired or developed by the Company do not achieve a certain level of performance, an investment in the Company would be adversely affected or lost entirely.

The Offering is a blind pool offering.

The Offering is a blind pool offering, and although the Company has identified several potential acquisitions, the Company is not committed to acquire any particular Property with the net Proceeds from the Offering (together with any other Proceeds received by the Company in the Concurrent Regulation D Offering), nor is the Company required to acquire a certain number of Properties or acquire Properties across a certain number of markets. Investors will not have the opportunity to evaluate prospective Property acquisitions before they are made, which makes investing in this Offering more speculative.

Investors in the Company will bear a disproportionate share of the risk capital in Property transactions as compared to the Manager and its Affiliates.

Investors will provide a substantial portion of the capital for the Company. Therefore, the Investors will bear a substantially disproportionate share of the risk capital in the Company and Property transactions as compared to the Manager. The Manager received its ownership proportion in the Company at a lower price than is Offered to Investors through this Offering - therefore, relative to invested capital, each Investor’s share of the profits, losses, and distributions of the Company will be substantially and disproportionately lower than share of such profits and losses allocable to the Manager.

If the Properties (or any of them) do not generate sufficient revenue, the amount of cash, if any, available for distribution to the Company and, in turn, the Investors would be materially and adversely affected.

Distributions from the Properties (indirectly via the Property Subsidiaries) will be the Company’s sole source of revenues (subject to the formation of any joint venture or other partnership with one or more unaffiliated third parties or other investment as described in this Offering Circular and permitted by the Company’s Operating Agreement). The revenue for such distributions will be generated solely by the Properties and/or such joint ventures and other arrangements. The Manager currently believes that the Properties will generate revenues consistent with projections; however, any projections set forth herein are only estimates of future events and there can be no guaranty that the actual amounts generated by the Properties will be consistent with such projections. In the event that the revenues generated by the Properties are less than projected, the amount of cash, if any, available for distribution to the Company and, in turn, the Investors would be materially and adversely affected.

There is no public market for the Units offered in the Offering, and such Units are subject to restrictions on transfer set forth in the Operating Agreement and otherwise under federal and state securities laws.

An Investor may not be able to resell its Units for a period of time. The Units have not been registered under the Securities Act of 1933, as amended, or registered or qualified under applicable state securities laws, and the Company has no intention of registering or qualifying them under these laws in the future. Accordingly, the Units may only be offered or sold pursuant to an exemption from these registration and qualification requirements, and the Company cannot guarantee that an Investor will be able to qualify for such an exemption at the time it wishes to sell or at all. In addition, the Company’s Operating Agreement contains certain provisions that further restrict an Investor’s ability to freely transfer the Units owned by the Investor. Specifically, the Operating Agreement prohibits an Investor from transferring its Units to any Person without the prior consent of the Manager.

The Company’s future success depends on the continued services of the Key Executives.

The Company’s future success is wholly dependent on the experience and expertise of the Key Executives and their continued service and contributions to the Company. The loss of any of these individuals or certain other significant personnel could have a material adverse effect on the business, and, in turn, an Investor’s investment.

The financial projections included in this Offering are based on assumptions, and no assurances can be made that such projections are accurate. In the event that actual performance is below projections, an Investor’s investment could be materially and adversely affected.

Since the Company and Property Subsidiaries have limited operating histories, the existing balance sheets, income statements, and other information are based on a limited time frame of actual operations of the Company or any Property Subsidiaries. The Manager believes that its internal financial projections are based on reasonable assumptions; however, it cannot give any assurances that these projections will prove to be accurate or that no event will occur which, had it occurred prior to these assumptions being made, would have caused the projections to be different. For that reason, the Company cautions Investors against relying on any such projection in deciding whether to invest in the Company. In the event that actual performance is below projections, an Investor’s investment could materially and adversely be affected.

The Membership Interests of Non-Manager Members of the Company will be subject to dilution.

Members of the Company that invest in future offerings will dilute the membership interests of Investors in this Offering. Although any such subsequent member will make capital contributions to the Company in exchange for Units, there can be no assurance that the price per Unit at any subsequent closing will reflect the fair value of the Company’s existing investments at such time.

The need for additional equity or debt financing could result in dilution of an Investor’s investment or a decrease in the amount of cash available for distribution by the Company to its Members.

Although the Manager estimates that the Proceeds from the Offering and the Concurrent Regulation D Offering will be sufficient to allow implementation of the investment objectives as described herein, no assurance of such can be given. If the Proceeds of the Offering and the Concurrent Regulation D Offering are insufficient to implement the investment objectives, the Company may be required to seek additional funds through one or more offerings of the Company’s equity securities, thereby diluting the Units, or by incurring indebtedness. If additional funds are required, there can be no assurance that any additional funds will be available on terms acceptable to the Company or its security holders, or at all, or that any future capital that is available will be raised on terms that do not dilute the membership interests of the Investors. The Company’s investment objectives and financing needs are subject to change depending on, among other things, market conditions, business opportunities and cash flow from operations, if any.

The initial offering price for the Units has been set arbitrarily by the Company and is not based upon any recognized criteria of value.

The initial offering price of $1,000 per Unit has been set arbitrarily by the Company and is not based upon earnings, operating history, assets, book value, or any other recognized criteria of value. No independent opinion has been obtained in the determination of the price per Unit in this Offering.

Risk that Company’s Net Asset Value Calculations are Incorrectly Determined.

The Manager intends to develop and utilize a consistent methodology to calculate the net asset value (“NAV”) on an ongoing basis. The Manager will use methodologies that it deems reasonable based on various valuation practices commonly used in similar businesses in the industry, including appraisals, comparable sales of other assets similar to Properties and the Company’s other assets, historical data and trends from actual sales, disposition or performance of Properties, cash balances, and other such methodologies generally used and accepted in the market. This being said, the determination of the NAV for any individual Property may be highly subjective and may change continuously on an ongoing basis. In addition, in order to calculate the price per Unit, the Manager may need to rely on estimates of information not within its control, including things like the performance of other investments in which the Company is invested. There is no guarantee that the value of any Property or other asset of the Company as determined by the Manager is an accurate representation of the true current value of any Property or other asset and, as such, the price of any Unit may not fairly represent the then current true value of the Units. Although the Manager will use methodologies that it believes are based on reasonable approaches to establishing value, it may modify, alter, or improve its methodologies in its sole discretion at any time during the life of the Company. The Manager shall make all determinations as to the value of Properties for the purpose of determining NAV and the price for Units in its sole discretion.

The Offering is being made on a best efforts basis; no guarantee that the Offering will be fully subscribed or fully funded.

The Units are being offered hereby are being sold on a “best efforts basis” with respect to the sale of the Units up to the Maximum Offering Amount. Accordingly, there can be no assurance that any or all of the Units will be sold. No commitment has been made by anyone to purchase any or all of the Units offered herein and no commitment will be accepted until an Investor represents and warrants in their Subscription Agreement (see Exhibit 4) that such Investor has read and understands all of the documents associated with this Offering and such Investor meets the financial and/or other necessary qualifications.

The Company does not guarantee a return on investment.

The Company makes no representations and/or warranties with respect to any return on an investment in the Company. There can be no assurance that a prospective Investor will receive any return on an investment in the Company and/or realize any profit on such prospective Investor’s investment in the Company.

Currently, the Company’s strategy includes paying a Preferred Return on their capital contribution to the Company (as defined in the Company’s Operating Agreement). In the event of downturns in the Company’s operating results, unanticipated capital improvements to its properties, or other factors, the Company may be unable, or may decide not to pay distributions to its Members. The timing and aggregate amount of distributions are the sole discretion of the Company’s Manager, which will consider, among other factors, financial performance, any debt service obligations, any debt covenants, and capital expenditure requirements. The Company cannot assure Investors that it will generate sufficient cash in order to pay distributions, including the Preferred Return. 

Contingent distributions; delay in anticipated initial distribution.

All distributions to Investors will be contingent upon the Company having adequate cash flow (as determined by the Manager, in its sole discretion) to make such distributions after payments of debts, expenses and other Company obligations. In addition, the Members’ investment return from the Company is expressly contingent upon the Company realizing and/or furthering certain economic objectives. There can be no assurance that such economic objectives will be attained, and even if such economic objectives are attained, that the Company would then have the cash flow necessary to make such additional distributions to the Members.

The Company’s exit strategy for the Properties (or any of them) may be delayed in order to facilitate certain tax planning strategies.

The Company may place the funds generated from a sale or refinancing of a Property in an escrow account to facilitate a tax-efficient disposition of the Property, in lieu of promptly distributing the proceeds thereof to Investors. This may be done in anticipation of an exchange within the meaning of Section 1031 of the U.S. Internal Revenue Code, as amended (the “Code”). Such exchange may include a replacement property that is a BTR Asset, or a multifamily property. As such, in connection with any reinvestment by the Company of any such sales or refinancing proceeds, an Investor’s receipt of its pro rata portion of any such distribution could be significantly delayed.

Because the Company expects to be taxed as a partnership for U.S. federal income tax purposes, an Investor may incur tax liabilities based on its investment in the Company without a corresponding cash distribution with which to pay such liabilities.

The Company expects to be treated as a partnership for United States federal income tax purposes. As such, the Company, itself, will generally not be subject to United States federal income tax. Rather, each Member will be allocated his, her or its allocable share of items of income, gain, loss, deduction, and credit attributable to the Company each year, and will be required to include this allocable share in computing each Member’s respective U.S. federal income tax liability for that year. This will be the case even though the Company may not have made any cash distributions to its Members in that year. Thus, it is possible that an Investor’s investment will increase its U.S. federal and applicable state and local income tax burden, without a corresponding cash distribution with which to pay such taxes, in which case an Investor would be required to satisfy tax liabilities attributable to its share of Company income from sources other than the Company.

Tax-exempt U.S. Investors will be subject to U.S. federal income tax on all or a portion of their allocable share of the Company’s taxable income.

A tax-exempt U.S. Investor generally will recognize unrelated business taxable income for U.S. federal income tax purposes as a result of an investment in the Company. As a result, tax-exempt U.S. Investors generally will be subject to U.S. federal income tax on all or a portion of their allocable share of the Company’s taxable income. Furthermore, tax-exempt U.S. Investors may be subject to state and local income or franchise taxes in jurisdictions where the Company owns real estate or otherwise conducts activities or is deemed to be engaged in business.

Non-U.S. Investors will be required to file income tax returns in the U.S. and will be required to pay income taxes in the U.S. on their allocable share of the Company’s taxable income.

A non-U.S. Investor will be treated as engaged in the conduct of a U.S. trade or business for U.S. federal income tax purposes as a result of an investment in the Company, and the non-U.S. Investor’s allocable share of the Company’s taxable income (as well as gain from the sale or disposition of an Interest in the Company) generally will be treated as income “effectively connected” with such U.S. trade or business. As a result, non-U.S. Investors will be required to file U.S. federal income tax returns, and will be subject to U.S. federal income tax on their allocable share of the Company’s taxable income in the same manner as similarly-situated U.S. Investors. Furthermore, foreign corporations may also be subject to an additional 30% U.S. “branch profits tax” on their allocable share of Company earnings and profits at the time that such earnings and profits are repatriated or deemed repatriated. Non-U.S. Investors may also be subject to state and local income or franchise taxes in jurisdictions where the Company owns real estate or otherwise conducts activities or is deemed to be engaged in business.

The Company will be required to withhold and remit taxes to the IRS with respect to non-U.S. Investors’ allocable share of the Company’s taxable income, which may reduce the cash flow available for distributions to other Members.

If non-U.S. Investors were to invest in the Company, the Company would be required to remit to the IRS, on or before certain due dates during the course of each taxable year, withholding taxes with respect to the non-U.S. Investors’ allocable share of the Company’s taxable income. This withholding requirement is based on the non-U.S. Investors’ allocable share of the Company’s taxable income, and thus is triggered by the recognition of such income by the Company. The withholding requirement is not triggered by, or dependent on, cash distributions that are actually made to the non-U.S. Investors. Accordingly, these withholding taxes must be paid by the Company regardless of whether the Company has received distributions of the cash corresponding to such taxable income as a result of the operation of the Properties, and regardless of whether the Company will be making cash distributions to the Members on or around the dates on which the Company is required to remit such amounts. As a result, although any such foreign investors will be required to repay any such excess withholding taxes to the Company, the withholding obligations imposed on the Company as a result of investment by non-U.S. Investors may reduce the amount of cash available for use by the Company, and/or distribution to the Members.

Tax Reform may impose unexpected tax consequences on the Investors and the Company.

Many changes to tax law have been made pursuant to tax reform legislation signed into law on December 22, 2017 (“TCJA”) and the Coronavirus Aid, Relief and Economic Security Act signed into law on March 27, 2020, the Consolidated Appropriations Act, 2021 signed into law on December 27, 2020, and the American Rescue Plan Act of 2021 signed into law on March 11, 2021 (together, the “Stimulus Bills”). The ultimate impact that TCJA and the Stimulus Bills will have on the Company and on its Investors is uncertain. Further changes to tax law could be made and U.S. Treasury regulations and other guidance from the IRS are expected to be issued with respect to TCJA and the Stimulus Bills which could have unexpected effects on the tax treatment of an investment in the Company, including potentially with retroactive effect.

The Manager will be the “partnership representative” of the Company. Because of the partnership representative’s ability to bind both the Company and its Members (including both current and former Members), certain conflicts of interest may arise.

Under the tax rules governing audits of entities classified as partnerships for tax purposes, the Company, and not the Investors, may be responsible for the payment of any tax assessed by the IRS in an audit of the Company. In addition, a “partnership representative” is given the authority to exercise certain procedural and related rights related to tax audits and controversies. The Manager will be the partnership representative of the Company. The partnership representative of the Company will have all the rights, powers, obligations and duties set forth in the Code for a “partnership representative,” including, without limitation, the power to agree to an assessment against the Company by the IRS, to allocate any imputed underpayment among the persons who were Investors of the Company during the year that was audited, and to shift the burden of any imputed underpayment from the Company to the persons who were Investors in the year that was audited. Accordingly, a conflict of interest may arise between the partnership representative, on the one hand, and certain Investors, on the other hand, with respect to the partnership representative’s acceptance of an assessment by the IRS and the allocation of an imputed underpayment among the applicable Investors.

Income tax returns may not be timely prepared.

The Company may not be able to furnish the Members’ Schedule K-1s for completing their U.S. income tax returns prior to April 15th of each year. In that case, each Member would have to file requests for extension of the time for filing the Members’ U.S. tax returns and may incur a cost to do so, including possible penalties to the applicable federal and state governments.

Investors not represented by Manager’s legal counsel.

The prospective Investors, as a group, have not been represented by independent counsel in connection with the formation of the Company and/or this Offering. The Company Operating Agreement, the Subscription Agreement, and any amendments thereto have been prepared by the law firm of David G. LeGrand, Esq. (“DAVID LEGRAND”). DAVID LEGRAND will not be representing Investors in connection with their investment in Units in the Company.

Control By Management.

As of June 30, 2023, the Company’s Manager owned approximately 100% of the Company’s issued Class B Voting Units. Upon completion of this Offering, the Company’s Manager will continue to own approximately 100% of then issued and outstanding voting Class B Units, and will be able to continue to control the Company.

Terrorist Attacks Or Other Acts Of Violence Or War May Affect The Industry In Which The Company Operates, Its Operations & Its Profitability.

Terrorist attacks may harm the Company’s results of operations and an Investor Member’s investment. There can be no assurance that there will not be more terrorist attacks against the United States or U.S. businesses. These attacks or armed conflicts may directly or indirectly impact the value of the property the Company owns or that secure its loans. Losses resulting from these types of events may be uninsurable or not insurable to the full extent of the loss suffered. Moreover, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and economy. They could also result in economic uncertainty in the United States or abroad. Adverse economic conditions resulting from terrorist activities could reduce demand for space in the Company’s properties due to the adverse effect on the economy and thereby reduce the value of the Company’s properties.

COVID-19 and Future Pandemics

In December 2019, the 2019 novel coronavirus (“Covid19”) surfaced in Wuhan, China. The World Health Organization (“WHO”) declared a global emergency on January 30, 2020, with respect to the outbreak and several countries, including the United States, initiated travel restrictions. On May 5, 2023, the WHO declared Covid19 is now an established and ongoing health issue which no longer constitutes a public health emergency. However, the final impacts of the outbreak, and economic consequences, are unknown and still evolving. The Covid19 health crisis adversely affected the U.S. and global economy, resulting in an economic downturn. A similar new pandemic occurrence could impact demand for the Company’s services. The future impact of the outbreak remains highly uncertain and cannot be predicted and there is no assurance that the outbreak will not have a material adverse impact on the future results of the Company. The extent of the impact, if any, will depend on future developments, including actions taken to contain the coronavirus or other rapidly transmitted viruses.

Risks Relating to the Build-to-Rent Business and Real

Estate Investments Generally

Investments in real estate are inherently risky, and there are no assurances that the Company will generate positive returns.

The assets underlying the Company’s investment in the Properties will consist solely of real estate, namely, BTR Assets. The Company is therefore subject to risks generally inherent in the investment in and ownership of real property, including changes in global, national, regional or local economic, social, demographic or real estate market conditions and other factors particular to the location of each Property. The Company is unable to predict future changes in these market conditions. For example, a prolonged recession or rise in interest rates could make it more difficult to lease or dispose of the Properties. In addition, rising interest rates could also make alternative interest bearing and other investments more attractive and therefore potentially lower the relative value of the Properties.

Other risks generally associated with the ownership of real property include, without limitation: changes in the number and financial condition of buyers and sellers of properties; increases in the availability of supply of property relative to demand; the quality and philosophy of the managers of the properties; competition based on rental rates, attractiveness and location of the properties; financial condition of tenants; tenant vacancies; rent strikes; quality of maintenance; insurance services; increases in real property taxes and tax rates, energy prices and other operating expenses; changes in interest rates and the availability of mortgage financing; changes in the relative popularity of properties; risks due to dependence on cash flow; risks and operating problems arising out of the presence of certain construction materials; and acts of God, uninsurable losses, terrorist acts and other factors beyond our control. Such risks also include fluctuations in occupancy rates, rent schedules and operating expenses, which could adversely affect the value of Properties.

The Properties may be subject to economic, political, regulatory and social risks, which may affect the liquidity of the investment. There may be significant local government rules, regulations and fiscal policies relating to land use and permit restrictions (including those governing usage, improvements, zoning and rent control), local taxes and other transaction costs, and potential liability under changing environmental and other laws and regulations, which may adversely affect the returns sought by the Company. In addition, real estate is subject to long-term cyclical trends that give rise to significant volatility in real estate values.

The Company’s investments may be adversely affected by changes in political conditions or other events that are beyond its control. For example, a stock market downturn, the outbreak of hostilities involving the United States, the current crisis involving Russia and the Ukraine, or the death of a major political figure may have significant adverse effects on the Company’s investment results. Other factors, such as changes in federal or state tax laws, federal or state securities laws, bank regulatory policies or accounting standards, may make corporate acquisitions less desirable, thereby stifling economic growth. Similarly, legislative acts, rulemaking, adjudicatory or other activities of the Congress, the SEC, the Federal Reserve Board, the New York Stock Exchange, the Financial Industry Regulatory Authority, Inc. or other governmental or quasi-governmental bodies, agencies and regulatory organizations may make the business of the Company less attractive. Changes in immigration policies may adversely affect the Company’s performance. For instance, immigration reforms that make it more difficult for workers to enter the United States could shrink the national supply of skilled labor and spur wage increases.

All of these and other risks may adversely affect operating results or make the sale or refinancing of the Properties difficult or unattractive.

Based on the factors described above and elsewhere in this Offering Circular, among other factors, the possibility of partial or total loss of capital exists, and investors in the Company should not subscribe unless they can readily bear the consequences of such a loss. Neither the Manager nor any of its Affiliates, partners, officers or employees will be liable for the return to any Member of its capital contributions to the Company. Such distributions and returns, if any, will be made solely from the Company’s assets.

The performance of the Company depends, in part, on the continued recovery of the real estate market.

The returns of the Company indirectly may rely, in part, upon the continuation of local market recoveries (in the real estate industry in general) in the near term. No assurance can be given that any such markets will recover or continue to recover, or that the real estate markets will not decline. If the real estate market in which any of the Properties is located declines or does not recover or continue to recover, an investment may materially and adversely be affected.

Because the Company’s investments will be solely in BTR Assets (and potentially build-to-rent development companies and multifamily properties), an investment will not be diversified, thus subjecting the investment to greater risk should the Properties (or any of them) prove not to be a profitable investment.

The Company will invest solely in BTR Assets (and potentially build-to-rent development companies and multifamily properties). As a result, Investors will have a concentration of risk in two asset class (and possibly a third) which has, each of which by nature, has certain characteristics not present in other property types. By investing solely in BTR Assets (and potentially build-to-rent development companies and multifamily properties), the Company will not have the opportunity to spread its investment risk across more than a concentration of property types or asset classes. Thus, should events occur which negatively impact the Properties (or any of them) or the build-to-rent industries as a whole, the Company will have no ability to offset those events through investments in other asset classes, and an investment would be materially and adversely affected.

The Company’s revenues will indirectly depend on the ability of the Company and the Property Subsidiaries to lease the Properties at low vacancy rates.

The Company’s and the Property Subsidiaries’ (as applicable) revenues from the Properties will be dependent upon the creditworthiness of each Property’s tenants, and therefore would be adversely and materially affected by the loss of or default by lessees. Lease payment defaults by tenants could indirectly cause the Company to reduce the amount of distributions to the Members and force the Company to find an alternative source of revenue to pay any mortgage loans on the Properties.

In the event of a tenant default, the Company and the Property Subsidiaries (as applicable) may also experience delays in enforcing their rights as landlord and may incur substantial costs in protecting their investment and re-leasing any units on a Property. If a lease for any unit on a Property is terminated or expires, the Company and the Property Subsidiaries (as applicable) may be unable to lease such units in a Property for the rent previously received. Furthermore, the Properties may have some level of vacancy from time to time. In addition, the resale value of the Properties could be diminished because the market value may depend principally upon the value of the leases of each Property. As a result of the foregoing, the Company and the Property Subsidiaries (as applicable) may suffer reduced revenues, resulting in the Company making lower or no cash distributions to the Members.

Capital improvements and capital replacements could be costly to the Company and the Property Subsidiaries, and failure to make such improvements and replacements on a timely basis could hinder the Company’s and the Property Subsidiaries’ ability to fill vacancies.

The Company and/or the Property Subsidiaries, as the owners of the Properties, may be required to expend funds to correct defects or to make improvements before the Properties (or certain of them) can be sold. If the Company and Property Subsidiaries do not establish sufficient reserves for working capital or obtain adequate secured financing to supply necessary funds for capital improvements or similar expenses, the Company and Property Subsidiaries may be required to defer necessary or desirable improvements to such Properties. If the Company and Property Subsidiaries defer such improvements, such Properties may decline in value, and it may be more difficult for it to attract or retain occupants at such Properties, or the amount of lot rent the Company and applicable Property Subsidiaries can charge for a space at the applicable Property may decrease. The Company cannot assure the Members that the Property Subsidiaries or the Company will have any sources of funding available for repair or reconstruction of damage to such Properties in the future or to make such tenant improvements. The foregoing could have a material and adverse impact on the operating results of the Company and Property Subsidiaries and, therefore, an investment.

Undiscovered liabilities relating to any Property could significantly impact the profitability of the Property and therefore have an adverse effect on the performance of the Company.

It is possible that any particular Property could be affected by undisclosed matters, such as legal easements, restrictive covenants and leases and other agreements affecting use and occupancy. Liability could also arise from undisclosed breaches of planning legislation and building regulations, and other statutory regimes such as health and safety, fire and public health legislation. The Company and the Property Subsidiaries (as applicable) could also be liable for undisclosed duties payable to municipalities and counties as well as public claims deriving from supply to any Property of water, electricity and other utilities. The foregoing could have a material adverse effect on the operating results of the Property Subsidiaries and, therefore, the Company and an investment.

The Company’s estimates as to the value of the Properties (or any of them) may not reflect its current fair market value, which would have an adverse effect on the proceeds to the Company from the sale of such Property.

The risks associated with the investment in any Property increase as the ratio of the amount of the loan to the value of such Property increases, as such Property will possess less or negative equity in the event of a decrease in the value of such Property. There can be no assurance that the estimated value of any Property will be comparable or bear any relation to the amount that could be realized upon the refinancing, sale or other disposition of such Property, or that the value of any Property will not decrease due to the economic cycle. As a result, the amount realized in connection with a refinancing, sale or other disposition of any Property in the ordinary course of business or at or following a foreclosure sale may be less than the then-outstanding balance of the related mortgage loan, thus indirectly reducing the amount of cash, if any, available to distribute to the Members.

The Company’s returns to the Investors will depend largely on the ability of the Company and the Property Subsidiaries to keep operating expenses low.

The Properties will be subject to increases in certain operating expenditures associated with real estate, such as tax rates, fuel, utility costs, insurance costs, labor, repairs and maintenance, building materials and supplies, debt service, administrative and other operating expenses. These costs are not typically decreased by events generally adversely affecting rental revenues, such as an unforeseen downturn in the real estate market, a lack of investor confidence in the market, or a softening of demand. If the Company or the Property Subsidiaries (as applicable) are unable to lease units on any Property on a basis requiring the tenants to pay all or some of the expenses, it would be required to pay those costs, and the cost of operating any Property may exceed the rental income derived from such Property. In addition, the Company or the Property Subsidiaries (as applicable) will generally be responsible for real property taxes related to each Property. If the Company or the Property Subsidiaries (as applicable) fail to pay any such expenses payable to a governmental entity, such as taxes, the applicable taxing authorities may place a lien on the applicable Property and such Property may be subject to a tax sale. The foregoing could have a materially adverse effect on the operating results of the Company or the Property Subsidiaries (as applicable), and therefore, an investment.

Increased government regulations could have the effect of increasing the Company’s or the Property Subsidiaries’ (as applicable) expenses and adversely affecting the Company’s operating results.

Governmental authorities at all levels are actively involved in the promulgation and enforcement of regulations relating to land use and zoning restrictions, environmental protection and safety and other matters affecting the ownership, use and operation of real property. Regulations may be promulgated which could restrict or curtail usages of existing structures or require that such structures be renovated or altered in some manner. The enforcement of such regulations could have the effect of increasing the expenses, and lowering the income or rate of return, as well as adversely affecting the value of the Properties, and therefore, indirectly, the operating results of the Company.

Third party litigation brought against the Company or any one or more Property Subsidiaries in connection with the Properties may have an adverse effect on the Company’s performance and result in less cash available for distribution to the Members.

The holdings and activities of the Company and the Property Subsidiaries subject them to the normal risks of becoming involved in litigation by third parties. The expense of defending against claims by third parties and paying any amount pursuant to settlements or judgments would, except in certain circumstances, be borne indirectly by the Company and thus reduce its net assets and have a materially adverse effect on its operating results.

The existence of debt secured by the Properties (or any of them) creates special risks to the Property Subsidiaries and the Company, which could have an adverse effect on the Company’s performance.

The presence of mortgage financing on the Properties (or any of them) creates special risks. If there is a shortfall between the cash flow from any Property and the cash flow needed to service mortgage debt on such Property, then the amount of cash that flows up to the Company and is available for distributions to the Members may be reduced. In addition, there is increased risk of loss since defaults on indebtedness secured by any Property may result in the lender(s) of such mortgage financing initiating foreclosure actions against such Property. In that case, the Company or the Property Subsidiaries (as applicable) could lose a Property if the loan relating thereto is in default, thus indirectly reducing the value of the Members’ investments to virtually nothing. If one or more of the Properties is foreclosed upon due to a default, it is highly unlikely that the Company would be able to pay cash distributions to the Members, and their investment would be partially lost or lost entirely. In addition, the Company or the Property Subsidiaries (as applicable) may be unable to refinance mortgage debt on the Properties at appropriate times, which may require the Company or the Property Subsidiaries (as applicable) to refinance such mortgage debt on terms that are not advantageous to the Company or the Property Subsidiaries (as applicable), or could result in the foreclosure of one or more of the Properties which, in turn, would have a material and adverse effect on an investment.

The Properties could contain hazardous or toxic substances, and the Company or the Property

Subsidiaries (as applicable) could be responsible under applicable federal, state and local environmental laws and regulations for cleaning up these substances and paying damages caused by them.

Under various federal, state and local environmental laws and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases or threats of releases at such property and may be held liable to a government entity or to third parties for property damage and for investigation, clean up and monitoring costs (“Response Costs”) incurred by such parties in connection with the actual or threatened contamination. Such laws typically impose clean-up responsibility and liability without regard to fault, or whether or not the owner knew of or caused the presence of the contamination. The liability under such laws may be joint and several for the full amount of the Response Costs incurred or to be incurred or actions to be undertaken, although a party held jointly and severally liable may obtain contributions from other identified, solvent, responsible parties for their fair share of these costs. The Response Costs may be substantial and can exceed the value of the applicable Property. The presence of contamination or the failure to properly remediate contamination on any Property may adversely affect the Company’s or the Property Subsidiaries’ (as applicable) ability to sell or rent such Property or to borrow using such Property as collateral. As a result of the foregoing, the Property Subsidiaries, and therefore, the Company, may suffer reduced revenues resulting in the Company making lower cash distributions to the Members.

One or more Properties may be subject to the Americans with Disabilities Act, the compliance with which could increase the costs associated with such Property or Properties, and negatively affect the results of operations of the Property Subsidiaries, and therefore, the Company.

The Properties will be required to comply with Title III of the Americans with Disabilities Act (the “ADA”) to the extent that the Properties (or any portion thereof) are “public accommodations” or “commercial facilities” as defined by the ADA. Compliance with the ADA could require the Property Subsidiaries and/or the Company to perform such tasks as removing structural barriers to handicapped access in certain public areas of any Property where such removal is readily achievable, the cost of which could adversely affect the results of operations of the Property Subsidiaries, and therefore, the Company. In addition, noncompliance could result in the imposition of fines or an award of damages to private litigants, payable by the Property Subsidiaries and/or the Company.

The Company and the Property Subsidiaries may not be able to obtain insurance to fully insure them against all potential losses, thus increasing its exposure to risk.

The Company and/or the Property Subsidiaries (as applicable) will attempt to maintain insurance coverage against liability to third parties and property damage as is customary for similarly situated businesses. However, there can be no assurance that insurance will be available or sufficient to cover any such risks. Insurance against certain risks, such as earthquakes, floods, mold, or acts of terrorism may be unavailable, available in amounts that are less than the full market value or replacement cost of investment properties, or subject to a large deductible. In addition, there can be no assurance that the particular risks which are currently insurable will continue to be insurable at acceptable rates. The occurrence of uninsured casualty losses or the incurrence of increased insurance costs could have an adverse effect on the performance of the Property Subsidiaries, and therefore, the Company.

Market and Economic Conditions May Specifically Impact Revenue from Property Operations.

Local conditions in the market of each BTR Asset may significantly affect occupancy, rental rates, and the operating performance of a Property. The risks that may adversely affect the Properties include the following:

Market and economic conditions may impact the Property value on resale.

The sale price of a Property is likely dependent upon the condition of the economy in the area where such Property is located. The Manager anticipates holding each Property for up to ten (10) years, or longer. There is a risk that at the time of the projected sale, the marketplace may be different than projected, which may require that the Company hold a Property longer than anticipated, and/or sell at a loss. Despite the Manager’s projections, an Investor should be prepared to leave their Capital Contribution with the Company until all Properties owned by the Company are sold.

Competition could impact occupancy or market rental rates.

BTR Assets owned by the Company will compete with other housing alternatives to attract residents, including mobile home parks, apartments, condominiums and other single-family homes that are available for rent, as well as new and existing condominiums, and single-family homes for sale. Competitive residential housing in a particular area could adversely affect the Company’s ability to rent its single family homes as necessary to maintain occupancy, and/or to increase or maintain rental rates. Improvements to Properties planned by the Manager will be designed to make them more attractive to new and existing occupants, in hopes of creating a competitive advantage as compared to other housing alternatives in the marketplace.

Vacancies and tenant defaults may reduce revenues.

The Company depends on rental income to pay both the operating expenses for its Properties and the Company itself. Vacant homes and/or rental payment defaults by tenants could reduce the amount of net proceeds available for distribution that might otherwise be available for payment of its expenses and mortgage payments and/or distribution to the Members, if the Properties were fully occupied and/or all occupants were making timely rent payments. Significant Company expenditures such as debt service payments, real estate taxes, insurance, and maintenance costs are generally not reduced when circumstances cause a reduction in income from Properties owned by the Company.

A vacancy or default of a tenant on its rent will cause the Company to lose the revenue from that unit and if enough effective vacancies occur, it could cause the Company to have to find an alternative source of revenue to meet its mortgage payments and other operating expenses for a particular Property. In the event of a tenant default, the Company may experience delays in enforcing its rights as landlord and may incur substantial costs in evicting the tenant and re-renting the affected unit.

The Manager will attempt to mitigate its effective vacancies by employing a marketing campaign and/or lease incentive programs. It will attempt to minimize tenant defaults by screening new tenants. The methods for screening new tenants will be determined on a case-by-case basis. The Manager will attempt to minimize such losses by employing a Property Manager and/or legal counsel to promptly remove each defaulting tenant within the purview of the applicable law.

The Company will rely on local property managers and contractors.

The Company has a limited ability and/or resources to manage (except with respect to those BTR Assets that are managed by an Affiliate of the Manager) and/or renovate each Property it acquires and develops. The Company will rely upon a property manager (“Property Manager”) and/or a general contractor (“General Contractor”), as applicable, to manage each Property and make renovations. The Manager will carefully review the past experience, qualifications, and references of each applicable unaffiliated Property Manager and/or General Contractor for and will ensure that any contracts with such persons have appropriate termination clauses in the event of default thereof.

Construction and renovation are subject to risks.

The Company anticipates acquiring, constructing and renovating the BTR Assets, including the development of single family homes and various amenities on vacant land. The performance of BTR Assets largely depends on construction and/or large renovations prior to achieving stabilization of each Property at target rental rates. Such projects are subject to increased risk resulting from cost overruns, labor shortages, permitting delays, availability of materials, weather and many other risks which could increase costs and delay profitable operations as well as uncertainties associated with authority approvals required for development, environmental concerns of governmental entities and/or community groups, and the contractor’s ability to build

or redevelop in conformity with plans, specifications, budgeted costs and timetables.

These activities may expose the Company to the following additional risks:

Risks Relating to Individual Properties Acquired by the Company

Due diligence may not uncover all material facts.

It is possible that the Manager may not discover certain material facts about the Properties the Company acquires, because information presented by the sellers may be prepared in an incomplete or misleading fashion, and material facts related to the Properties may not be discovered and/or occur until after the acquisition thereof.

The Manager – through its Key Executives -- has extensive prior experience in acquiring similar properties, however, and has used and will use its experience in such matters during the course of its due diligence. In addition, the Manager has employed and will employ an appropriately licensed (where applicable) or other local professional property managers, inspectors, appraisers, surveyors, contractors, and/or other consultants as the Manager may, in its sole discretion, deem necessary to assist in its due diligence efforts to obtain and verify material facts regarding the Properties, prior to acquisition. Notwithstanding the foregoing, the Manager has not previously focused on the build-to-rent industry and its experience is more limited than in other aspects of the real estate industry.

The Company anticipates using leverage.

The Company anticipates the use of institutional financing in the acquisition, development and possible refinancing of its Properties. The Company’s use of leverage potentially increases the risk of an investment in the Company, as it is possible that the rental income from the Properties in any month may be inadequate to allow the Company to make the monthly debt service required on each of the loans against its Properties. If the Company is unable to make the required financing payments on a Property, a lender may foreclose upon such Property and some or all of the Company’s investment in such Property may be lost.

The Manager anticipates that proposed loans for individual Properties will have an average loan to value ratio of between approximately fifty percent (50%) to eighty percent (80%) of the gross fair market value of each Property, with a maximum loan to value ratio of seventy percent (70%) of the Company’s Property portfolio (with a targeted loan to value ratio of between 50% and 70% for the Company’s Property portfolio once fully stabilized), and mortgages will typically have balloon payments due five (5) to ten (10) years following the closing on each Property. The interest rate on the loans will typically be fixed, up to the prevailing market interest rates at the time such loan is secured by the Manager. The Company may periodically seek loans with an interest-only period when appropriate macroeconomic conditions warrant such leverage. The Company may refinance some or all of the Properties prior to expiration of the initial loan terms in lieu of resale. The monthly payments will generally be based on an amortization schedule ranging from twenty (20) to thirty (30) years.

Because of balloon payments, to avoid a default, the Company must either: repay the principal, refinance the mortgage on or before the maturity date of the loan, or sell the Property upon which the loan was secured. No assurance can be given that the Company will be able to repay the principal and/or refinance a mortgage on one or more of its Properties at or prior to their maturity date thereof. No assurance can be made that the Company will be able to refinance any loan at an interest rate that is comparable to the current interest rate or on favorable terms in the future.

Increases in current cap rates or interest rates could significantly impair the Company’s business plan. Cap rates and interest rates have been at historic lows. Substantial increases in cap rates and interest rates could significantly impair the Company’s ability to sell the Properties at the projected sale prices. This could in turn cause the Company to refinance and hold the Property rather than sell, and increased cap rates and interest rates would likewise make it difficult to find attractive financing to do so.

Mortgages typically contain customary covenants and the Company’s continued ability to borrow against a Property is subject to compliance with these financial and other covenants. In addition, failure to comply with such covenants could cause a default under the applicable debt agreement, which would then require such debt to be repaid with capital from other sources. There is also the risk that, at the time of sale of a Property, the sales proceeds will be less than the amount needed to pay off the total remaining balance of any financing upon such Property at the time of sale, and as a result, some or all of the Company’s investment in such Property could be lost therefrom. There is also a risk that if upon the expiration of the loan term, a Property cannot be sold or refinanced such that the proceeds generated thereby will ensure repayment of the remaining balance of such loan, and the Company may be forced to surrender such Property to the lender upon a foreclosure thereof, resulting in the total loss of all of the capital invested in such Property.

Financial projections may be wrong.

The Manager has not provided financial projections regarding operations of the Company. Prospective Investors should review the section describing the investment objectives and policies of the Company. It is possible that actual results from the operation of the Company may be different than the returns anticipated by the Manager and/or that these returns may not be realized in the timeframe projected by the Manager, if at all. The Manager will periodically provide the Members with information about the Properties it acquires and develops on behalf of the Company.

The Company’s internal financial projections have not been examined by an independent auditor or accounting firm. There can be no assurance that the Company’s target returns based on its own internal financial projections will be realized. The Company’s financial projections may contain forward-looking statements that involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations, and intentions. The cautionary statements made in this Offering Circular and the Subscription Agreement should be read as being applicable to all related forward-looking statements wherever they appear. Furthermore, any Company financial projections have been prepared based upon the assumption that the Company will attain successful operations and obtain mortgage financing for Properties upon acceptable terms. Accordingly, the Company’s actual results could materially differ from those anticipated by the Manager.

Properties may not yield anticipated results.

One or more Properties may fail to perform as the Manager anticipated when analyzing each investment thereto. Further, actual renovation and/or redevelopment costs of a Property may exceed the Manager’s estimates of the cost of renovating and/or redeveloping a Property. The financial projections for a specific Property contemplated for purchase will be based on the Company’s ability to secure a sufficient number of tenants at the local estimated market rate, which is based on current rental rates for single family homes or other rental units in the vicinity of such Property as well as a review of market rents/sale prices in comparable properties, to the extent comparable properties exist in the marketplace. There can be no assurances that the Company will be able to find a sufficient number of suitable occupants or that the Company will be able to charge and collect its estimated market rates for rental units.

Lack of reserves or working capital.

A portion of the Proceeds of this Offering will, in the Manager’s sole discretion, necessarily be set aside for working capital and reserves, and therefore, will not be available for investment. It is possible that expenses of acquiring, developing, holding, and reselling the Properties may exceed the reserves or working capital the Manager has set aside for the Company, such that additional capital may be needed to operate the Company’s business. In the event that additional capital is required as determined by the Manager in its sole discretion, an advance from the Manager and/or one or more of the Members, and/or obtaining additional outside financing may be needed to raise such capital.

Title insurance may not cover all title defects.

The Manager anticipates acquiring title insurance on each Property, but it is possible that title defects may arise in the future that are excluded from coverage and/or for which the title company may deny coverage, or that title

insurance may not be available for certain Properties; in which case, the Company may have to defend or otherwise resolve such defects on its own, the cost of which may impact the profitability of such Property and/or the Company.

Hazard insurance may not cover all hazards.

To the extent possible, the Company will attempt to acquire insurance protecting the Company against fire, weather, or environmental hazards, theft and vandalism for each of the Properties. However, based upon the locale of a Property, such insurance may not be available in such areas, nor are all hazards insurable as some may be deemed acts of God or be subject to other policy exclusions. Furthermore, an insurance company may deny coverage for certain claims requiring the Company to initiate a lawsuit in order to receive coverage for such claims, resulting in further losses to the Company. Additionally, a Property may be found to contain mold, which may not be covered by insurance and has been linked to health issues. Should an uninsured loss occur, the Company could lose its capital investment and/or anticipated profits and cash flow from such Property, which could in turn cause the Manager, in its sole discretion, to reduce or eliminate the amount of distributions the Company makes to Members.

Inclement weather could increase maintenance and repair costs.

Properties owned by the Company may be exposed to risks of inclement weather, including, but not limited to wind-related events such as severe thunderstorms, windstorms, tornadoes and/or hurricanes. Further, unpredictable winter conditions may result in indeterminate costs for the removal of snow and ice, as well weather delays in the renovation and redevelopment. In addition, inclement weather could increase the need for maintenance and repair of the Properties. As some of these hazards may be uninsurable, and/or the routine maintenance costs or damages caused by such hazards may be less than the insurance deductibles, the Company may need to expend its own funds for such repairs or mitigation.

Payments to service providers will reduce cash available for distributions.

Payments to the Property Manager, the General Contractor or Affiliates of the Manager in connection with the development, management and leasing of the Properties will be an expense of the Company and will reduce the amount of cash available for distributions to Members.

The Company will not own the brand name and certain other intellectual property rights relating to the Properties.

The brand name and other intellectual property rights that may be developed or used in connection with the Properties will not be owned by the Company and may be licensed from the Manager, one of its Affiliates or an affiliate of certain of the Key Executives. If the relationship between the Company and such affiliate or Key Executive is terminated, the Company may lose certain rights to use the brand names and other intellectual property rights relating to the Properties. If such a termination of such intellectual property rights occurs, the value of the Company’s investments may be materially adversely affected and the Company may be required to incur additional costs to rebrand the Properties, which will be an expense of the Company and will reduce the amount of cash available for distributions to Members.

DILUTION

Within the past calendar year from the date of this Offering Circular, 1,000 Class B Units of the Company were authorized and have been issued to Real Street Capital Manager, LLC, the Manager of the Company, for a price of $1.00 per Class B Unit. The Company is only offering Class A Units through this Offering, therefore, there is not a disparity between the prices for Class B Units as issued to the Manager versus the Class A Units as offered to Investors.

As the holder of the Class B Units, the Manager is entitled to a thirty-percent (30%) interest in the Company, subordinated to the Class A Preferred Return.

The Company may engage in other financings including future equity raises. In the event the Company sells equity securities subsequent to an Investor’s purchase of Units through this Offering or future offerings, the Investor’s proportionate ownership of the Company will be diluted.

PLAN OF DISTRIBUTION

The Offering will be made through general solicitation, direct solicitation, and marketing efforts whereby Investors will be directed to www.realstreetcapital.com (the “Portal”) to invest. The Company has engaged Netshares Financial Services, LLC (“Netshares”), an independent FINRA broker-dealer to assist with the Unit sales in exchange for a 1.0% commission on the aggregate sales of the Units for a maximum of $250,000, plus a 4.0% commission for any amounts raised only through Netshares’s direct introductions (up to a maximum of $200,000). The maximum possible commission earned by Netshares is $450,000.

The Offering is conducted on a best-efforts basis. No Commissions or any other renumeration for the Unit sales will be provided to the Company, the Manager, the Key Executives, or any employee of the Company, relying on the safe harbor from broker-dealer registration set forth in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

The Company will not limit or restrict the sale of the Units during this 12-month Offering. No market exists for the Units and no market is anticipated or intended to exist in the near future, therefore there is no plan to stabilize the market for any of the securities to be offered.

The Manager, Key Executives, and employees of the Company are primarily engaged in the Company’s business of real estate investment, and none of them are, or have ever been, brokers nor dealers of securities. The Manager, Key Executives, and employees will not be compensated in connection with the sale of securities through this Offering. The Company believes that the Manager, Key Executives, and employees are associated persons of the Company not deemed to be brokers under Exchange Act Rule 3a4-1 because: (1) no Manager, Key Executive, or employee is subject to a statutory disqualification, as that term is defined in section 3(a)(39) of the Exchange Act at the time of their participation; (2) no Manager, Key Executive, or employee will be compensated in connection with his participation by the payment of commissions or by other remuneration based either directly or indirectly on transactions in connection with the sale of securities through this Offering; (3) no Manager, Key Executive, or employee is an associated person of a broker or dealer; (4) the Manager, Key Executive, and employees primarily perform substantial duties for the Company other than the sale or promotion of securities; (5) no Manager, Key Executive, or employee has acted as a broker or dealer within the preceding twelve months of the date of this Offering Circular; (6) no Manager, Key Executive, or employee will participate in selling this Offering after more than twelve months from the Effective Date of the Offering.

Netshares is not purchasing or selling (from its own account) any securities offered by this Offering Circular, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities. However, Netshares has agreed to use their best efforts to arrange for the sale of the Units offered through this Offering Circular on behalf of the Company.

The Company will also publicly market the Offering using general solicitation through methods that include e-mails to potential Investors, the internet, social media, and any other means of widespread communication.

This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the Company’s website at www.realstreetcapital.com and via the EDGAR filing system.

The following table shows the total discounts and commissions payable to Netshares in connection with this Offering by the Company:

Other Terms

Netshares has also agreed to perform the following services in exchange for the compensation discussed above: 

In addition to the commissions described above, the Company will also pay $4,250.00 to Netshares for the purpose of coordinating filings with FINRA (Form 5110). In addition, the Company will pay Netshares a $5,000.00 Blue Sky filing service fee for managing the filings required for Blue Sky regulations. The Company will forward the fees required for state notice filing fees, estimated to be approximately $15,000.00. Assuming the full amount of the Offering is raised, the Company estimates that the total fees and expenses of the Offering payable by the Company to Netshares will be approximately $24,250.00 ($4,250.00 + $5,000.00 + $15,000.00). 

The Company has engaged East West Bank as escrow agent to hold funds in escrow after the Proceeds have been paid by the Investor. The Investors’ funds will be held in escrow until Netshares clears the sale after its internal due diligence of the Investor. After the Investor is cleared by Netshares, the funds will be released from the escrow agent to the Company’s operational account. The reason the Company has an escrow agent and account without having a Minimum Offering Amount is due to the Company engaging Netshares, a FINRA broker-dealer. Under FINRA regulations, an escrow account is used for distributions conducted on a contingency basis (e.g., best-efforts all-or-none or part-or-none offerings) (see FINRA Regulatory Notice 16-08 and Rule 15c2-4 of the Securities Exchange Act of 1934).

Prior Investment Programs/Securities Offerings

This is the first offering of securities/investment program by the Company (or the Company’s affiliates) in its history. The Company and any affiliates of the Manager have not raised capital through the sales of securities prior to this Offering. Class A Units may not be sold, transferred, encumbered, pledged or assigned in whole or in part without the prior written consent of the Manager, and subject to specific restrictions in as stated in the Operating Agreement attached hereto as Exhibit 3. Therefore, there is significant limitations on liquidity regarding the Units. 

The Units are not currently listed or traded on any public or private market. The Company does not intend on listing the Units on any public or private market in the foreseeable future. Therefore, the Units are not currently “marketable securities”, nor does the Company have any intention on taking actions that would make the Units “marketable securities”.

SELLING SECURITYHOLDERS

There are no selling securityholders in this Offering.

USE OF PROCEEDS

The Fund intends to raise Offering Proceeds as follows:

1. The Company intends to use approximately $22,710,000 of the Proceeds for the acquisition and development of real estate assets that conform to the target Property profiles.

2. The Company anticipates using approximately $500,000 on Fund Management fees paid to the Manager. For an in depth discussion of the fees due to the Manager, please see “Compensation of the Manager” below.

3. The Company intends to use approximately $750,000 of the Proceeds on marketing costs. This includes marketing of the Company and the Offering, as well as marketing the Properties.

4. The Company anticipates using approximately $540,000 on Offering expenses, including broker-dealer and other commissions, legal and filing fees, transfer agent fees, and other costs. See “Plan of Distribution” above.

5. The Company anticipates spending approximately $500,000 on Asset Management fees due to the Manager from real estate related activities. For an in depth discussion of the fees due to the Manager, please see “Compensation of the Manager” below.

The net Proceeds from this Offering will not be used to compensate or otherwise make payments to the Manager, the Key Executives, or members of the Company, unless and to the extent it is as otherwise stated herein. All Offering Proceeds raised by the Company and the Manager will be sourced from business conducted per the Plan of Operations set forth below.

The foregoing represents the Company’s best estimate of the allocation of the Proceeds of this Offering based on planned use of funds for the Company’s operations and current objectives. The Company will not raise funds from other sources in order to achieve its investments, except the possible use of leverage from third party, trusted lenders. Notwithstanding the foregoing, the Company may borrow money from third-party financiers, other lenders, or banks to fund its investments, who are not identified at this moment as the Company does not have any agreements with any financers, lender, or banks to borrow money from.

A substantial portion of the Proceeds from the Offering have not been allocated for a particular purpose or purposes other than as is described above. The Company anticipates approximately 90% of the Offering Proceeds will be used for the intended uses as described above and in the Plan of Operations. No amounts of the Proceeds are anticipated to discharge existing debt of the Company.

This Offering is being made on a “best efforts” basis. If the Maximum Offering Amount is not reached within twelve months of the start of the Offering, the intended use of Proceeds will not change. The Manager will still direct the Company to use the Proceeds in the manner stated above. In the case where the Maximum Offering Amount is not reached, the Proceeds will not be able to purchase as many assets, however the uses will remain the same as if the Maximum Offering Amount is reached.

The Company hereby reserves the right to change the anticipated or intended Use of Proceeds of this Offering as described in this Section and as described elsewhere within this Offering Circular.

DESCRIPTION OF THE BUSINESS

The Company was formed for the purpose of acquiring, improving, managing or directing the management of (either through an Affiliate or unaffiliated third party), developing, operating and disposing of BTR Assets and Properties throughout the United States. These may include land, homes and/or other assets on the properties generating ancillary revenue such as storage, retail, restaurant, or other commercial real property located on or adjacent to the applicable Property (and acquired by the Company (directly or indirectly) in connection with the acquisition of the applicable BTR Asset.

Each BTR Asset acquired by the Company will be acquired either directly by the Company, or indirectly through a property subsidiary (“Property Subsidiary”). In addition to the foregoing, the Company may form one additional sub-holding company (“SubCo”) as a sole purpose, wholly-owned subsidiary of the Company, with each Property Subsidiary in turn being a subsidiary of it. The Manager may, in its discretion, decide to form SubCo due to privacy and other structuring concerns, but in no event will the formation (or non-formation) of SubCo alter the general economic or other terms of the Offering, and in no event will the operating agreement of SubCo permit the Company or any Property Subsidiary (or SubCo itself) to transfer or sell any Property or any other Company asset in any manner other than that which would otherwise be permitted by the Company (or such Property Subsidiary) itself (and in no event shall SubCo be anything other than a wholly-owned subsidiary of the Company).

The Company may also (i) co-invest with similar funds owning BTR Assets (whether such funds are affiliated with the Company or otherwise), or form a joint venture with one or more unaffiliated third parties to acquire, develop and manage one or more BTR Assets, (ii) form special purpose wholly-owned or partially-owned entities (e.g. limited liability companies, limited partnerships, and the like) to acquire and develop BTR Assets alone, or with other (unaffiliated) third parties and/or (iii) make investments in other third party (i.e., unaffiliated) build-to-rent development companies. No more than five percent (5.0%) of the net Proceeds of this Offering shall be invested in any such entities where the Manager is not (directly or indirectly) also the manager of such entity, other fund, or joint venture.

Suitable BTR Assets will be determined in the sole discretion of the Manager. Although several potential acquisitions for the Company are currently being reviewed by the Manager, as of the date of this Offering Circular, none of such BTR Assets are under contract or guaranteed to be acquired by the Company. One of the specific Company objectives is to provide its Members with an opportunity to participate in real estate investment opportunities as part of a group. This will provide Members with increased access to institutional level deals and avail themselves of group ownership benefits, such as limited liability and professional property management that may not otherwise be available to Investors as individuals. The Company plans to identify, acquire, manage, and dispose of BTR Assets (and certain multifamily properties) on behalf of its Members. The objective is to acquire multiple BTR Assets, which will be held indefinitely, subject to Manager discretion, but the Manager will continually explore opportunities for resale, refinancing, or other appropriate exit strategies. The Manager will also seek loans to finance a substantial portion of the BTR Asset’s purchase price, with the balance paid through Proceeds raised in this Offering. The Manager intends to furnish Members with quarterly operational updates and an annual information package, including financial statements and a Schedule K-1 form.

Moreover, a significant portion of a BTR Asset’s revenue will be generated by rents paid by residents of that particular asset. The properties that are BTR Assets will include homes and land, as well as other assets generating ancillary revenue, such as storage, retail, and restaurant or other commercial real estate. In some cases, a third-party lender may require the Company to form a Property Subsidiary, which would take title to a single BTR Asset. In such cases, the Manager may take a one percent ownership interest as the General Partner of the limited partnership. The Manager may also take title to a BTR Asset through a wholly-owned subsidiary of the Company or through a partially-owned subsidiary of the Company, such as limited partnerships or joint ventures. The Manager may also invest in third-party build-to-rent development companies on behalf of the Company, provided that no more than 5% of the net Proceeds of this Offering will be invested in such entities where the Manager is not the manager (directly or indirectly) of the entity.

Market Information and Trends

The Homeownership Rate has Consistently Declined with Each Generation Since the Boomers.

The homeownership rate for each age group younger than 75 years old will decline dramatically over the next two decades, but the overall homeownership rate will not reflect this. That’s because the rapid aging of America’s population will produce a higher share of homeowner-dominant senior households, so there will only be a modest decline in the overall homeownership rate. Importantly, however, each generation’s homeownership rate is lower than the generation ahead of them at the same age. By 2040:

Household Formations Spurring SFR Demand

Currently, there approximately 330 million people living in the U.S. residing in approximately 125 million dwellings. Among the total occupied housing units nationwide, there are 16 million SFR homes, representing 35% of all rental units. Over the past decade, there has been a 25% increase in the number of occupied SFR units. Over the next five years, the Company anticipates demand for approximately 7.5 million additional housing units, 10% above the average annual growth observed over the last ten years. Approximately 810,000 new households are expected to sign leases for single-family rentals, 1.5 times higher than the number of new apartment renters.

Build-to-Rent Communities are Popping Up Across the Nation

The build-to-rent/build-for-rent (BTR/BFR) sector in the rental housing industry continues to trend upward. Recently, there have been new developments and partnerships poised to bring more affordable single-family-style living to the rental housing landscape.

The Velocity of Deals has Never Been Higher

Single-family rental (SFR) is among the fastest-growing and best-performing asset classes within commercial real estate and now makes up about one-third of all renter households. As housing demand outpaces supply, the build-for-rent (BTR) market has emerged as a sector to watch in 2023. Despite rising interest rates, the number of units delivered has been projected to grow 21% this year.

Where is BTR Happening?

BTR communities are still a small percent of the overall housing picture, with just 68,000 homes completed between September 2021 and September 2022, according to the National Association of Home Builders. BTR made up only about 6% of the housing built during that same period, but the numbers of this new type of housing are growing dramatically. Those 68,000 units are an increase of 42% over the same period the year before, and with so many projects in the pipeline, even more communities are expected to pop up between now and 2030.

Asset Selection Methodology

The Company employs a systematic approach to effectively build and manage a solid portfolio of build-to-rent properties. The Company will target investment opportunities in the primary target markets of Florida, but the Company may develop BTR assets across the entire United States (the “Target Markets”). The Company’s methodology consists of the following key steps:

In conclusion, the Company’s management process revolves around acquiring Properties with high growth potential, implementing value-add enhancements, optimizing cash flow management, and providing dependable Investor distributions. By diligently executing this methodology, the Company strives to create value for Investors while fostering long-term wealth creation.

Market Focus: Geographic Market Focus for the Fund

The Company’s main focus will be on acquiring and developing BTR Assets in Florida, though the Company may acquire and develop BTR Assets across the entire United States and will generally (though not always) focus on acquiring and developing BTR Assets with a community size of between 50 and 400 units. Although several potential acquisitions for the Company are currently being reviewed by the Manager, none of such BTR Assets are guaranteed to be acquired by the Company and no other specific BTR Assets to be acquired by the Company have been identified as of the date of this Offering Circular.

In furtherance of the above, the Company will specifically target residential lots in neighborhoods in the surrounding area of Gainesville, Florida. These parcels will be developed into brand new, single-family home communities targeting Millennial and Gen Z renters and, through such developments, will strive to generate capital preservation, passive income and equity growth by repositioning such assets and increasing the net operating income of each BTR Asset. The Properties will be held for strong cash flow.

Loan-To-Value

The Company will target a loan to value of 70% for all investment properties when it is seeking financing from third-party lenders. The loan-to-value ratio is a measure comparing the financing amount of a commercial real estate project with the appraised value of the property, calculated as the loan amount divided by the appraised value.

No Bankruptcy or Receivership Proceedings

The Company has not been part of any bankruptcy, receivership, or similar proceedings.

No Legal Proceedings Material to Company

The Company is not part of any legal proceedings, including bankruptcy, civil, or criminal proceedings that are material to the business or the financial condition of the Company.

AFFILIATES

The following entities are affiliated with the Company, and are owned and managed by the Key Executives or the Advisors of the Manager (“Affiliates”):

CONFLICTS OF INTEREST

The following transactions may result in a conflict between the interests of an Investor and those of the Manager or its Affiliates:

Pursuant to the Operating Agreement, Real Street Capital Manager, LLC, as Manager of Company will receive compensation for its services pursuant to the “Manager Fee Schedule” (below) and may be paid a greater amount than the fees listed. The potential conflict is mitigated by limiting any such greater amounts to what is reasonable and not in excess of the customary management fees which would be paid to an independent third party.

Any engagement by the Company of either Frederick Builders, Inc. or Florida Land Investments, LLC as general contractor or developer, respectively, will be on terms that will be competitive or more favorable to the Company than the terms offered by comparable unaffiliated vendors for the same or similar services.

FIDUCIARY RESPONSIBILITY OF THE MANAGER

The duties of a manager of a Delaware limited liability company to the Company or to any Member are only the implied contractual covenant of good faith and fair dealing; and such other duties, including, without limitation, fiduciary duties, if any, as are expressly prescribed by the Articles of Organization or the Operating Agreement. No such additional duties of the Manager are expressly prescribed by the Articles of Organization or the Operating Agreement of the Company.

Pursuant to the Operating Agreement, the Manager shall have the right to participate in other business ventures of every kind, whether or not such other business ventures compete with the Company. The Manager shall not be obligated to offer to the Company or to Members any opportunity to participate in any such other business venture, nor shall the Manager be obligated to obtain permission of the Members in order to engage in other activities. Neither the Company nor the Members shall have any right to any income or profit derived from any such other business venture of Manager.

DESCRIPTION OF PROPERTY

The Company does not currently own any business personal property or real property of any material significance. The Company does not currently lease any property.

The Company intends to begin building its real property asset portfolio using the Proceeds of this Offering.

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

Plan of Operations

The Company's first 12 months plan of operations consists of the following:*

1)      Identify residential real estate lots in the Gainesville area and other cities in Florida that fit the target profile for BTR Assets.

2)      Acquire the identified real estate lots.

3)      Construct and develop the BTR Assets on the acquired real estate lots.

4)      Market and lease completed BTR Assets to target tenants.

5)      Manage and stabilize leased BTR Assets.

The Company anticipates selling the stabilized BTR Assets no sooner than one year following the start of operations and potentially expanding to other locations in the United States.

* It is difficult at this time to for the Company to estimate the amounts needed for each one of these steps independently from the stated amounts in the “Use of Proceeds” section above. Please refer to the “Use of Proceeds” and “Description of the Business” sections for a detailed discussion of how the Company intends to execute the Plan of Operations. 

KEY EMPLOYEES OF THE COMPANY’S MANAGER^*

ADVISORS TO THE COMPANY’S MANAGER^*

* The Key Employees and Advisors of the Manager are presently working without compensation and Ms. Burgos and Mr. Sanchez are working on a part-time basis. As the Company receives funding through this Offering and executes its business plans, the Manager anticipates employing the Advisors as Key Employees on a full-time basis, with compensation.

Business Experience

Gregory Stula, Chief Executive Officer and Manager of Manager

Mr. Stula, Co-Founder of Real Street Capital, LLC, leads the strategic vision of the Company. Mr. Stula began his career as an auditor for Coopers and Lybrand’s Boston office where he was responsible for auditing major equity funds including Fidelity Investments, which at the time had more than $80 billion under management. Mr. Stula went on to become a senior financial advisor for Solomon Brothers, where he managed the portfolios of banking institutions throughout Central and South America. Mr. Stula graduated summa cum laude from The College of the Holy Cross with a Bachelors degree in Finance and Accounting.

David J. Rasmussen, President, Acquisitions and Finance

Mr. Rasmussen, Co-Founder of Real Street Capital, LLC, has a 40-year distinguished career, first as an International Tax Advisor for Ernst & Young and then for the last 25 years as a General Counsel and Global Tax Director with a leading global consulting firm. Over the past 5 years he has transitioned his focus towards residential real estate development on a commercial scale as a developer and investor. Mr. Rasmussen’s extensive tenure as a corporate tax and commercial lawyer has honed his skills in creating and managing domestic and international corporate structures, as well as pass-through entities. This experience has imparted an understanding of the financial and operational intricacies crucial to success in today's global business landscape. Mr. Rasmussen's career journey has equipped him with invaluable experience in the areas of tax, corporate formations and real estate development. Given his diverse skill set and rich professional history, Mr. Rasmussen is well-suited to play a pivotal role as one of the organizers for the Company.

Elena Burgos, Advisor to Manager

Ms. Burgos currently handles financial analysis and feasibility studies for the Company’s commercial real estate investments, including deal structure and project packaging. Ms. Burgos is charged with structuring senior debt (bridge loans, construction loans, permanent loans), as well as, underwriting, due diligence, lease analysis and annual budgets. Prior to joining the Company, Ms. Burgos served as Commercial Real Estate Analyst for Eyzenberg & Company where she delivered full capital stack solutions for existing, transitional, and to-be- built commercial real estate projects including multifamily, condo, SFR, BTR, retail, hospitality, industrial, land and office. Ms. Burgos attended University of Pennsylvania and graduated from American University’s KOGOD School of Business with a Bachelor of Science degree in Finance.

Fred Sanchez, Advisor to Manager

Mr. Sanchez has been in the homebuilding and real estate development business for over 30 years. He has worked for major reputable builders such as Heftler Homes, the Adler Companies and Century Homebuilders of South Florida. Mr. Sanchez has personally been involved with over 20 different Subdivision Projects and for the construction of over 3,000 homes worth over $1 billion. Mr. Sanchez has an impeccable record and reputation both personally and professionally in the South Florida Community. Mr. Sanchez graduated with a Bachelor’s degree in Construction Management from Florida International University, 1986. He has been a Certified General Contractor since 1992 and has served on the Board of Directors for the Builders Association of South Florida.

Nature of Family Relationship(s)

Ms. Burgos is a daughter-in-law to Mr. Stula.

No Bankruptcy, Investigations, or Criminal Proceedings

None of the Key Executives of the Company’s Manager have been part of any bankruptcy proceedings, proceedings whereby there was a material evaluation of the integrity or ability of such individuals, investigations regarding moral turpitude, or criminal proceedings or convictions (excluding traffic violations).

COMPENSATION OF THE MANAGER

The Manager will receive fees for the operation of the Company, as described below.

Manager Fee Schedule

Reimbursements. The Manager shall be reimbursed by the Company for all expenses, fees, or costs incurred on behalf of the Company, including, without limitation, organizational expenses, legal fees, filing fees, accounting fees, out of pocket costs of reporting to any governmental agencies, insurance premiums, travel, costs of evaluating investments and other costs and expenses, including real estate acquisition costs.

Cost Sharing. The Company shall pay to the Manager a reasonable monthly amount for its utilization of the Manager’s office, personnel and equipment, at the discretion of the Manager.

*Manager may be paid a greater amount if the same is reasonable and not in excess of the customary real estate property management fee which would be paid to an independent third party in connection with the management of such real estate.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table contains certain information as of the Effective Date as to the number of voting Units beneficially owned by (i) each person known by the Company to own beneficially more than 10% of the Company’s Units, (ii) each person who is a Manager of the Company, (iii) all persons as a group who are Managers or Managers of the Manager of the Company, and as to the percentage of the outstanding Units held by them on such dates and as adjusted to give effect to this Offering.

As of the date of this Offering there are no option agreements or warrants in place providing for the purchase of the Company’s Units. 

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The Company has not had any related-party transactions within the previous two fiscal years.

FEDERAL TAX TREATMENT

The following is a summary of certain relevant federal income tax considerations resulting from an investment in the Company but does not purport to cover all of the potential tax considerations applicable to any specific purchaser. Prospective investors are urged to consult with and rely upon their own tax advisors for advice on these and other tax matters with specific reference to their own tax situation and potential changes in applicable law discussion is a general summary of certain federal income tax consequences of acquiring, holding and disposing of partnership interests in the Company and is directed to individual investors who are United States citizens or residents and who will hold their interests in the Company as “capital assets” (generally, property held for investment). It is included for general information only and is not intended as a comprehensive analysis of all potential tax considerations inherent in making an investment in the Company. The tax consequences of an investment in the Company are complex and will vary depending upon each investor’s individual circumstances, and this discussion does not purport to address federal income tax consequences applicable to all categories of investors, some of whom may be subject to special or other treatment under the tax laws (including, without limitation, insurance companies, qualified pension plans, tax-exempt organizations, financial institutions or broker-dealers, traders in securities that elect to mark to market, Members owning capital stock as part of a “straddle,” “hedge” or “conversion transaction,” domestic corporations, “S” corporations, REITs or regulated investment companies, trusts and estates, persons who are not citizens or residents of the United States, persons who hold their interests in the Company through a company or other entity that is a pass-through entity for U.S. federal income tax purposes or persons for whom an interest in the Company is not a capital asset or who provide directly or indirectly services to the Company). Further, this discussion does not address all of the foreign, state, local or other tax laws that may be applicable to the Company or its partners.

Prospective Investors also should be aware that uncertainty exists concerning various tax aspects of an investment in the Company. This summary is based upon the IRS Code, the Treasury Regulations (the “Treasury Regulations”) promulgated thereunder (including temporary and proposed Treasury Regulations), the legislative history of the IRS Code, current administrative interpretations and practices of the Internal Revenue Service (“IRS”), and judicial decisions, all as in effect on the date of this Offering Circular and all of which are under continuing review by Congress, the courts and the IRS and subject to change or differing interpretations. Any such changes may be applied with retroactive effect. Counsel to the Company has not opined on the federal, state or local income tax matters discussed herein, and no rulings have been requested or received from the IRS or any state or local taxing authority concerning any matters discussed herein. Consequently, no assurance is provided that the tax consequences described herein will continue to be applicable or that the positions taken by the Company in respect of tax matters will not be challenged, disallowed or adjusted by the IRS or any state or local taxing authority.

Prospective Investors are urged to consult with and rely upon their own tax advisors for advice on these and other tax matters with specific reference to their own tax situation and potential changes in applicable law.

FOREIGN INVESTORS: NON-U.S. INVESTORS ARE SUBJECT TO UNIQUE AND COMPLEX TAX CONSIDERATIONS. THE COMPANY AND THE MANAGER MAKE NO DECLARATIONS AND OFFER NO ADVICE REGARDING THE TAX IMPLICATIONS TO SUCH FOREIGN INVESTORS, AND SUCH INVESTORS ARE URGED TO SEEK INDEPENDENT ADVICE FROM ITS OWN TAX COUNSEL OR ADVISORS BEFORE MAKING ANY INVESTMENT.

Tax Classification of the Company as a Partnership

General.

The federal income tax consequences to the investors of their investment in the Company will depend upon the classification of the Company as a “Partnership” for federal income tax purposes, rather than as an association taxable as a corporation. For federal income tax purposes, a partnership is not an entity subject to tax, but rather a conduit through which all items of partnership income, gain, loss, deduction and credit are passed through to its partners. Thus, income and deductions resulting from Company operations are allocated to the investors in the Company and are taken into account by such investors on their individual federal income tax returns. In addition, a distribution of money or marketable securities from the Company to a partner generally is not taxable to the partner unless the amount of the distribution exceeds the partner’s tax basis in his interest in the Company. In general, an unincorporated entity formed under the laws of a state in the United States with at least two members, such as the Company, will be treated as a partnership for federal income tax purposes provided that (i) it is not a “publicly traded partnership” under Section 7704 of the IRS Code and (ii) does not affirmatively elect to be classified as an association taxable as a corporation under the so-called “check the box” regulations relating to entity classification. The Company is not currently a “publicly traded partnership” within the meaning of Section 7704 of the IRS Code for the reasons discussed below. In addition, the Manager does not intend to affirmatively elect classification of the Company as an association taxable as a corporation. Accordingly, the Manager expects that the Company will be classified as a partnership for federal income tax purposes.

Publicly Traded Partnership Rules.

Under Section 7704 of the IRS Code, a partnership that meets the definition of a “publicly traded partnership” may be treated as a corporation depending on the nature of its income. If the Company were so treated as a corporation for federal income tax purposes, the Company would be a separate taxable entity subject to corporate income tax, and distributions from the Company to a partners would be taxable to the partners in the same manner as a distribution from a corporation to a shareholder (i.e., as dividend income to the extent of the current and accumulated earnings and profits of the Company, as a nontaxable reduction of basis to the extent of the partner’s adjusted tax basis in his interests in the Company, and thereafter as gain from the sale or exchange of the investors interests in the Company). The effect of classification of the Company as a corporation would be to reduce substantially the after-tax economic return on an investment in the Company.

A partnership will be deemed a publicly traded partnership if (a) interests in such partnership are traded on an established securities market, or (b) interests in such partnership are readily tradable on a secondary market or the substantial equivalent thereof. As discussed in this Offering Circular, interests in the Company (i) will not be traded on an established securities market; and (ii) will be subject to transfer restrictions set forth in the Operating Agreement. Specifically, the Operating Agreement generally prohibits any transfer of a partnership interest without the prior consent of the Manager except in connection with an Exempt Transfer. The Manager will consider prior to consenting to any transfer of an interest in the Company if such transfer would or could reasonably be expected to jeopardize the status of the Company as a partnership for federal income tax purposes.

The remaining discussion assumes that the Company will be treated as a Partnership and not as an association taxable as a corporation for federal income tax purposes.

Allocation of Partnership Income, Gains, Losses, Deductions and Credits

Profits and Losses are allocated to the partners under the Operating Agreement. In general, Profits or Losses during any fiscal year will be allocated as of the end of such fiscal year to each partner in accordance with their ownership interests. Certain allocations may be effected to comply with the “qualified income offset” provisions of applicable Treasury Regulations relating to partnership allocations (as referenced below). 

Under Section 704(b) of the IRS Code, a Company’s allocations will generally be respected for federal income tax purposes if they have “substantial economic effect” or are otherwise in accordance with the “member’s interests in the partnership.” The Company will maintain a capital account for each Member in accordance with federal income tax accounting principles as set forth in the Treasury Regulations under Section 704(b), and the Operating Agreement does contain a qualified income offset provision. The Operating Agreement requires liquidating distributions to be made in accordance with the economic intent of the transaction and the allocations of Company income, gain, loss and deduction under the Operating Agreement are designed to be allocated to the members with the economic benefit of such allocations and are in a manner generally in accord with the principles of Treasury Regulations issued under Section 704(b) of the IRS Code relating to the partner’s interest in the partnership. As a result, although the Operating Agreement may not follow in all respects applicable guidelines set forth in the Treasury Regulations issued under Section 704(b), the Manager anticipates that the Company’s allocations would generally be respected as being in accordance with the Member’s interest in the Company. However, if the IRS were to determine that the Company’s allocations did not have substantial economic effect or were not otherwise in accordance with the Members’ interests in the Company, then the taxable income, gain, loss and deduction of the Company might be reallocated in a manner different from that specified in the Operating Agreement and such reallocation could have an adverse tax and financial effect on Members.

Limitations on Deduction of Losses.

The ability of a Member to deduct the Member’s share of the Company’s losses or deductions during any particular year is subject to numerous limitations, including the basis limitation, the at-risk limitation, the passive activity loss limitation and the limitation on the deduction of investment interest. Each prospective investor should consult with its own tax advisor regarding the application of these rules to it in respect of an investment in the Company.

Basis Limitation. Subject to other loss limitation rules, a Member is allowed to deduct its allocable share of the Company’s losses (if any) only to the extent of such Member’s adjusted tax basis in its interests in the Company at the end of the Company’s taxable year in which the losses occur.

At-Risk Limitation. In the case of a Member that is an individual, trust, or certain type of corporation, the ability to utilize tax losses allocated to such Member under the Operating Agreement may be limited under the “at-risk” provisions of the IRS Code. For this purpose, a Member who acquires a Company interest pursuant to the Offering generally will have an initial at-risk amount with respect to the Company’s activities equal to the amount of cash contributed to the Company in exchange for its interest in the Company. This initial at-risk amount will be increased by the Member’s allocable share of the Company’s income and gains and decreased by their share of the Company’s losses and deductions and the amount of cash distributions made to the Member. Liabilities of the Company, whether recourse or nonrecourse, generally will not increase a Member’s amount at-risk with respect to the Company. Any losses or deductions that may not be deducted by reason of the at-risk limitation may be carried forward and deducted in later taxable years to the extent that the Member’s at-risk amount is increased in such later years (subject to application of the other loss limitations). Generally, the at-risk limitation is to be applied on an activity-by-activity basis. If the amount for which a Member is considered to be at-risk with respect to the activities of the Company is reduced below zero (e.g., by distributions), the Member will be required to recognize gross income to the extent that their at-risk amount is reduced below zero.

Passive Loss Limitation. To the extent that the Company is engaged in trade or business activities, such activities will be treated as “passive activities” in respect of any Member to whom Section 469 of the IRS Code applies (individuals, estates, trusts, personal service corporations and, with modifications, certain closely-held C corporations), and, subject to the discussion below regarding portfolio income, the income and losses in respect of those activities will be “passive activity income” and “passive activity losses.” Under Section 469 of the IRS Code, a taxpayer’s losses and income from all passive activities for a year are aggregated. Losses from one passive activity may be offset against income from other passive activities. However, if a taxpayer has a net loss from all passive activities, such taxpayer generally may not use such net loss to offset other types of income, such as wage and other earned income or portfolio income (e.g., interest, dividends and certain other investment type income). Member income and capital gains from certain types of investments are treated as portfolio income under the passive activity rules and are not considered to be income from a passive activity. Unused passive activity losses may be carried forward and offset against passive activity income in subsequent years. In addition, any unused loss from a particular passive activity may be deducted against other income in any year if the taxpayer’s entire interest in the activity is disposed of in a fully taxable transaction.

Non-Business Interest Limitation. Generally, a non-corporate taxpayer may deduct “investment interest” only to the extent of such taxpayer’s “net investment income.” Investment interest subject to such limitations may be carried forward to later years when the taxpayer has additional net investment income. Investment interest is interest paid on debt incurred or continued to acquire or carry property held for investment. Net investment income generally includes gross income and gains from property held for investment reduced by any expenses directly connected with the production of such income and gains. To the extent that interest is attributable to a passive activity, it is treated as a passive activity deduction and is subject to limitation under the passive activity rules and not under the investment interest limitation rules.

Limitation on Deductibility of Capital Losses. The excess of capital losses over capital gains may be offset against ordinary income of a non-corporate taxpayer, subject to an annual deduction limitation of $3,000. A non-corporate taxpayer may carry excess capital losses forward indefinitely.

Taxation of Undistributed Company Income (Individual Investors)

Under the laws pertaining to federal income taxation of limited liability companies that are treated as partnerships, no federal income tax is paid by the Company as an entity. Each individual Member reports on his federal income tax return his distributive share of Company income, gains, losses, deductions and credits, whether or not any actual distribution is made to such member during a taxable year. Each individual Member may deduct his distributive share of Company losses, if any, to the extent of the tax basis of his Units at the end of the Company year in which the losses occurred. The characterization of an item of profit or loss will usually be the same for the member as it was for the Company. Since individual Members will be required to include Company income in their personal income without regard to whether there are distributions of Company income, such investors will become liable for federal and state income taxes on Company income even though they have received no cash distributions from the Company with which to pay such taxes.

Tax Returns

Annually, the Company will provide the Members sufficient information from the Company’s informational tax return for such persons to prepare their individual federal, state and local tax returns. The Company’s informational tax returns will be prepared by a tax professional selected by the Manager.

ERISA CONSIDERATIONS

In Some Cases, if the Investors Fails to Meet the Fiduciary and Other Standards Under the Employee Retirement Income Security Act of 1974, as Amended (“ERISA”), the Code or Common Law as a Result of an Investment in the Company’s Units, the Investor Could be Subject to Liability for Losses as Well as Civil Penalties:

There are special considerations that apply to investing in the Company’s Units on behalf of pension, profit sharing or 401(k) plans, health or welfare plans, individual retirement accounts or Keogh plans. If the investor is investing the assets of any of the entities identified in the prior sentence in the Company’s Units, the Investor should satisfy themselves that:

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil penalties and can subject the fiduciary to liability for any resulting losses as well as equitable remedies. In addition, if an investment in the Company’s Units constitutes a prohibited transaction under the Code, the “disqualified person” that engaged in the transaction may be subject to the imposition of excise taxes with respect to the amount invested.

SECURITIES BEING OFFERED

The securities being offered are equity interests in Real Street Build-to-Rent Fund I, LLC. The equity interests are in the form of LLC membership interests represented by Class A Units. Each Unit is $1,000.00. By purchasing Units through this Offering, an Investor will become a Member of the Company and will be granted rights as stated below.*

*Please note that the following is a summary of the rights granted to an Investor and is not exhaustive. For a complete description of all rights associated with Membership in the Company, please see Exhibit 3 “Operating Agreement.” All capitalizations in this section are defined in Article 1 of the Operating Agreement and all references to Sections or Articles relate to the applicable Section or Article in the Operating Agreement.

The business and affairs of the Company shall be managed, operated and controlled by or under the exclusive direction of the Manager. The Manager shall have full and complete power, authority and discretion for, on behalf of and in the name of the Company to take such actions as the Manager may deem necessary or advisable to carry out any and all of the objectives and purposes of the Company, without the consent, approval or knowledge of the Members. All decisions of the Company shall be made by the Manager.

The Company does not currently own any assets and lacks an operating history; therefore, any estimates of its future economic performance are speculative.

However, it is the Company’s desire to pay a preferred return (the “Preferred Return”) to holders of the Class A Units in accordance with their capital contribution to the Company. The Preferred Return is not intended as a projection but a contractual obligation of the Company to the holders of Class A Units. The Preferred Return is not intended as an assessment or projection of the Company’s future economic performance, nor should it be construed as such by prospective Investors.

The Company cannot guarantee to Investors that it will generate sufficient cash in order to pay any distributions, including the Preferred Return. In the event of downturns in the Company’s operating results, unanticipated capital improvements to its properties, cash on hand, or other factors, the Company may be unable, or the Manager may decide not to pay distributions - including the Preferred Return - to its Members for any one or more annual period.

The Operating Agreement for the Company defines the Preferred Return for Class A Members in Section 1.1.9 as “a cumulative, non-compounded return equal to eight percent (8%) per annum…of such Member’s Invested Capital Contribution.” The Preferred Return is cumulative, meaning that if the Preferred Return is not in full in any annual period, the amount of the Preferred Return that was not paid in such annual period shall carry forward to the next annual period until paid in full. The Preferred Return will begin to accrue thirty (30) days after the date the Initial Closing.

Distribution Rights. All distributions of Net Operating Cash Flow shall be distributed as follows: (i) to the Class A Members to the extent and in proportion with their Invested Capital Contributions until the Class A Preferred Return has been paid current; (ii) then seventy percent (70%) to the Class A Members, as a group, pro rata based upon each Member’s relative Percentage Interest; (iii) and the balance to the Class B Member. The Class B Member will only receive its share of Distributions from Net Operating Cash Flow after the Class A Preferred Return has been paid current.

Available Cash on account of Net Capital Proceeds shall be distributed to the Members on a quarterly basis (subject to the availability of such Available Cash) in the following order of priority: (i) to the Class A Members to the extent and in proportion with their Invested Capital Contributions until the Class A Preferred Return has been paid current; (ii) then seventy percent (70%) to the Class A and Members, as a group, pro rata based upon each Member’s relative Percentage Interest; (iii) and the balance to the Class B Member.

Available Cash on account of Net Refinancing Proceeds shall be distributed on a quarterly basis (subject to the availability of such Available Cash) as follows: (i) seventy percent (70%) of such Net Refinancing Proceeds shall be distributed pursuant to the waterfall set forth above, and (ii) thirty percent (30%) of such Net Refinancing Proceeds shall be distributed directly to the Class B Member.

Voting Rights. Each Member of the Company is only entitled to vote on the following matters outlined in Section 4.6 of the Operating Agreement, which require an affirmative vote of seventy-five percent (75%) of the Members: (i) to authorize an act that is outside of the Purpose of the Company; (ii) to approve a sale of substantially all of the assets of the Company with an expected return of less than ten percent (10%); (iii) to amend the Certificate of Formation or make substantive amendments to the Operating Agreement; and (iv) to remove or replace the Manager.

Liquidation Rights. Upon liquidation of the Company, distributions shall be remitted to the Members to the extent and in proportion with their Invested Capital Contributions until the aggregate amount distributed to such Members in accordance with distributions stated above is sufficient to provide for a return of such Members’ Capital Contributions by the Company and any remaining funds shall be distributed as set forth in the Operating Agreement for Distributable Cash.

No Preemptive Rights. Class A Units do not include preemptive rights.

Discretionary Redemption and Withdrawal. No Class A Member may have the right to voluntarily or involuntarily withdraw, resign or otherwise disassociate (a “Withdrawal” or to “Withdraw”) or receive a return of its Capital Contribution from the Company for a period of three (3) years from the Unit Issue Date (the “Three Year Term”). After the Three Year Term, a Class A Member may request that the Company redeem a maximum of Ten (10) Units from said Member per Fiscal Year. In the event a Member desires redemption and qualifies for the same, said Member (“Redeeming Member”) shall submit a written request (“Redemption Request”) to Withdraw and for the Company to redeem said Member’s Units up to maximum of ten (10) Units per Fiscal Year. To the extent there is sufficient and available Cash Available for Redemption (as defined in the Operating Agreement), as determined by the Manager in its sole and absolute discretion, to meet all Redemption Requests timely delivered by Redeeming Members in the prior Fiscal Quarter, the Company shall redeem the Request Units from all Redeeming Members for the Redemption Price per Unit. The “Redemption Price” shall be ninety eight percent (98%) of the original investment amount, not to exceed $100,000 during any Fiscal Quarter.

No Mandatory Redemptions. There are no provisions for mandatory redemptions of Class A Units except as described in Section 4.21 of the Operating Agreement, Mandatory Redemptions Applicable to ERISA Investors (as may be needed to comply with ERISA regulations) and Section 4.22, Company Option to Redeem (in the event of the death of a Class A Member or a court order).

No Sinking Fund Provisions. There are no sinking fund provisions applicable to Class A Units.

No Liability to further calls or to assessment by the Company. There is no liability to further calls or to assessment by the Company.

Liabilities of the Members under the Operating Agreement and State Law. No Member shall be personally liable for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company, except as may be expressly set forth in the Operating Agreement or required by law.

Restrictions on alienability of the securities being offered. No Class A Member may sell, exchange, transfer, assign, make a gift of, pledge, encumber, hypothecate or alienate its Interest in the Company to any Person, and no transferee of a Member's Interest may be admitted as a Member, unless the Manager approves the transfer of the Interest and admission of the transferee as a Member in writing; such approval may be withheld, conditioned or delayed in Manager’s sole and absolute discretion.

Provision discriminating against any existing or prospective holder of Units as a result of such Member owning a substantial amount of Units. No such provision applies to holders of Class A Units.

Any rights of Members that may be modified otherwise than by a vote of a majority or more of the then Units outstanding, voting as a class. The rights of holders of Class A Units as reflected in the Operating Agreement may be modified by an affirmative vote of seventy-five percent (75%) of the Members, as described in Section 4.6.

Part F/S

Independent Auditor’s Report

To the Board of Directors and Member of REAL STREET BUILD-TO-RENT-FUND I, LLC. Opinion

We have audited the accompanying financial statements of REAL STREET BUILD-TO-RENT FUND I, LLC. which comprise the balance sheet as of July 31, 2023 and the related statements of operations, member’s deficit, and cash flows for the period from June 12, 2023 (inception) to July 31, 2023, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of REAL STREET BUILD-TO-RENT FUND I, LLC. as of July 31, 2023 and the related statements of operations, member’s deficit, and cash flows for the period from June 12, 2023 (inception) to July 31, 2023, 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. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of REAL STREET BUILD-TO-RENT FUND I, LLC. and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements 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 financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about REAL STREET BUILD-TO- RENT FUND I, LLC.’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are 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 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 statements.

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

Doubt about the Company's Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note C to the financial statements include no assets or equity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management's plans regarding those matters are also described in Note C. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

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/ Assurance Dimensions

Tampa, Florida

August 9, 2023

REAL STREET BUILD-TO-RENT FUND I, LLC

Balance Sheet

July 31, 2023

The accompanying notes are an integral part of this financial statement.

REAL STREET BUILD-TO-RENT FUND I, LLC

Statement of Operations

For the period from June 12, 2023 to July 31, 2023

The accompanying notes are an integral part of this financial statement.

REAL STREET BUILD-TO-RENT FUND I, LLC

Statement of Member's Equity

For the period from June 12, 2023 to July 31, 2023

The accompanying notes are an integral part of this financial statement.

REAL STREET BUILD-TO-RENT FUND I, LLC

Statement of Cash Flows
For the period from June 12, 2023 to July 31, 2023

The accompanying notes are an integral part of this financial statement.

REAL STREET BUILD-TO-RENT FUND I, LLC

Notes to Financial Statements

July 31, 2023

Note A – Nature of Business and Organization

REAL STREET BUILD-TO-RENT FUND I, LLC (“the Company”) was organized on June 12, 2023 in the State of Delaware. Headquartered in Gainesville, Florida. The Company plans to acquire, develop, improve, manage or direct the management of (either through an Affiliate or unaffiliated third party), operate and dispose of build-to-rent communities, single family residential and multi-family residential properties and related personal and real property located thereon throughout the United States.

Note B – Significant Accounting Policies

Basis of Presentation

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity of less than three months to be cash and cash equivalents. The Company places its temporary cash investments with high quality financial institutions. At times, such investments may be in excess of FDIC insurance limits. The Company does not believe it is exposed to any significant credit risk on cash and cash equivalents.

Income Taxes

The Company, with the consent of its members has elected to be taxed under sections of federal and state income tax law, which provide that, in lieu of corporation income taxes, the member separately accounts for its share of the Company’s items of income, deductions, losses and credits. As a result of this election, no income taxes have been recognized in the accompanying financial statements. The Company periodically assesses whether it has incurred income tax expense or related interest or penalties in accordance for uncertain income tax positions. No such amounts were recognized.

The Company adopted the income tax standard for uncertain tax positions. As a result of this implementation, the Company evaluated its tax positions and determined that it has no uncertain tax positions as of July 31, 2023. The Company’s 2023 tax year is open for examination for federal and state taxing authorities.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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.

Note C – Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The ability of the Company to continue as a going concern is dependent upon future sales and obtaining additional capital and financing. While the Company believes in the viability of its ability to raise additional funds, there can be no assurances to that effect. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Note D – Member’s Deficit

Member’s equity consists of 2 classes of member interest, Class A and Class B Member Units. At July 31, 2023 the Company had 50,000 Class A Units with none issued, authorized and outstanding and the Company had 1,000 Class B Units with 1,000 Units issued, authorized and outstanding.

The Class A Units shall be entitled to the Class A Preferred Return of 8% per annum and a seventy percent (70%) Percentage Interest in the Company.

At inception the Company granted 1,000 Class B Units to its sole shareholder as Manager shares for $1,000. The Class B Interests are entitled to a Thirty Percent (30%) Percentage Interest in the Company which is subordinated to the Class A Preferred Return.

Note E – Commitments and Contingencies

The Company owed the managing member approximately $12,100 as of July 31, 2023. No interest rate or due date has been stated.

Note F – Commitments and Contingencies

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Note G – Subsequent Events

Management has assessed subsequent events through August 31, 2023, the date on which the financial statements were available to be issued.

EXHIBIT INDEX

Exhibit 2A: Certificate of Formation

Exhibit 3: Operating Agreement

Exhibit 4: Subscription Agreement

Exhibit 8: Escrow Agreement

Exhibit 11: Accountant’s Consent

Exhibit 12: Attorney Letter Certifying Legality

SIGNATURE PAGE

Pursuant to the requirements of Regulation A, the Issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gainesville, State of Florida, on October 25, 2023.

ISSUER COMPANY LEGAL NAME AND ADDRESS:

REAL STREET BUILD-TO-RENT FUND I, LLC

9200 NW 39th Avenue, Suite 130-1002

Gainesville, FL 32606

By:

s/Gregory Stula

Gregory Stula
CEO and manager of the Manager of the Issuer, Real Street Capital Manager, LLC

Date: October 25, 2023

Location Signed: Gainesville, Florida

This Offering Statement has been signed by the following person(s) in the capacities and on the date indicated.

s/Gregory Stula

Gregory Stula (serving in the capacity of Principal Financial Officer, Principal Accounting Officer and Principal Executive Officer of the Issuer)

Date: October 25, 2023

Location: Gainesville, Florida

STATEMENT OF AUTHORIZED PERSON

*************************

IN LIEU OF ORGANIZATIONAL MEETING

REAL STREET BUILD-TO-RENT FUND I, LLC

June 12, 2023

We, Harvard Business Services, Inc., the authorized person of REAL STREET BUILD-TO-RENT FUND I, LLC -- a Delaware Limited Liability Company -- hereby adopt the following resolution:

Resolved: That the Certificate of Formation of REAL STREET BUILD-TO-RENT FUND I, LLC was filed with the Secretary of State of Delaware on June 12, 2023.

Resolved: That on June 12, 2023 the following persons were appointed as the initial members of the Limited Liability Company until their successors are elected and qualify:

Real Street Capital Manager, LLC

Resolved: That the undersigned signatory hereby resigns as the authorized person of the above named Limited Liability Company.

This resolution shall be filed in the minute book of the company.

Harvard Business Services, Inc., Authorized Person

By: Michael J. Bell, President

OPERATING AGREEMENT

OF

REAL STREET BUILD-TO-RENT FUND I, LLC

a Delaware limited liability company 

THE INTERESTS REPRESENTED HEREBY (THE "INTERESTS") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

THERE IS NO OBLIGATION ON THE ISSUER TO REGISTER THE INTERESTS UNDER THE SECURITIES ACT. A PURCHASER OF ANY INTEREST MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THE INTERESTS REPRESENTED HEREBY HAVE NOT BEEN REVIEWED OR APPROVED BY THE SECURITIES ADMINISTRATORS OF CERTAIN STATES OR OTHER JURISDICTIONS NOR HAVE THEY BEEN QUALIFIED OR REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF CERTAIN STATES OR OTHER JURISDICTIONS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE QUALIFICATION OR REGISTRATION REQUIREMENTS OF SUCH LAWS. THEREFORE, A PURCHASER OF ANY INTEREST WILL NOT BE ABLE TO RESELL IT UNLESS THE INTEREST IS QUALIFIED OR REGISTERED UNDER THE APPLICABLE STATE SECURITIES LAWS OR LAWS OF OTHER JURISDICTIONS OR UNLESS AN EXEMPTION FROM SUCH QUALIFICATION OR REGISTRATION IS AVAILABLE.

ARTICLE 11 OF THE COMPANY AGREEMENT PROVIDES FOR FURTHER RESTRICTIONS ON TRANSFER OF THE INTERESTS.

THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into effective as of June 12, 2023, by and among REAL STREET BUILD-TO-RENT FUND I, LLC, a Delaware limited liability company, Real Street Capital Manager, LLC, a Delaware limited liability company, as Manager and as Class B Member and the several persons whose names and addresses are set forth in Exhibit “1” attached hereto and incorporated herein by reference, and whose signatures appear herein or by a separate joinder instrument, and any other Person who shall hereafter execute this Agreement as a Member of the Company.

WITNESSETH:

WHEREAS, certain persons, wishing to become Members of a limited liability company called REAL STREET BUILD-TO-RENT FUND I, LLC, a Delaware limited liability company (the “Company”), under and pursuant to the Delaware Limited Liability Company Act caused Articles of Organization to be executed and filed with the Delaware Secretary of State on June 12, 2023; and

WHEREAS, the parties agree that their respective rights, powers, duties and obligations as Members of the Company, and the management, operations and activities of the Company, shall be governed by this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which

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are hereby acknowledged, it is agreed that the foregoing recitals shall be, and are, incorporated into this Agreement as if repeated in their entirety below, and it is further agreed as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Certain Definitions. Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified in this Article 1:

1.1.1 “Act” means the provisions of the Delaware Code, Title 6, Chapter 18 (the Delaware Revised Uniform Limited Liability Company Act) (the “Act”), as from time to time in effect in the State of Delaware, or any corresponding provision or provisions of any succeeding or successor law of such State. The Act shall govern the rights and obligations of, and the relationships among, the Members except as modified by the provisions of this Agreement provided, however, that in the event that any amendment to the Act, or any succeeding or successor law, is applicable to the Company only if the Company has elected to be governed by the Act as so amended or by such succeeding or successor law, as the case may be, the term “Act” shall refer to the Act as so amended or to such succeeding or successor law only after the appropriate election by the Company, if made, has become effective.

1.1.2 “Affiliate” of a Member or Manager means any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Member or Manager, as applicable. The term “control,” as used in the immediately preceding sentence, means with respect to a corporation, limited liability company, limited life company or limited duration company (collectively, “limited liability company”), the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company and, with respect to any individual, partnership, trust, estate, association or other entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.

Member files a voluntary petition for bankruptcy; (ii) such Member is adjudged a bankrupt or insolvent, or has entered against him or it an order for relief, in any bankruptcy or insolvency proceeding; (iii) such Member files a petition or answer seeking for himself or itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; or (iv) such Member files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him or it in any proceeding of a nature described in this Section 1.1.4.

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1.1.5 “Capital Account” means an account established and maintained (in accordance with, and intended to comply with, Income Tax Regulations Section 1.704-1(b)) for each Member pursuant to Section 8.5 hereof.

1.1.6 “Capital Contributions” means the contributions made by the Members to the Company pursuant to Sections 8.1, 8.2 or 8.3 hereof and, in the case of all the Members, the aggregate of all such Capital Contributions.

1. 1.7 “Certificate of Formation” means the Articles of Organization this Company filed with the Delaware Secretary of State, Division of Corporations on June 12, 2023.

1.1.8 “Class A Units and Members” Class A Members are persons Accepted into the Company as owners of Class A Units of Capital Interests (“Class A Units”). The capital contribution for a Class A Unit is One Thousand Dollars ($1,000.00) (the “Class A Unit Price”). The minimum capital contribution for Class A Units is One Unit for One Thousand Dollars ($1,000) (the “Class A Minimum Subscription Amount”). There shall be Fifty Thousand (50,000) Class A Units for an aggregate of Fifty Million Dollars ($50,000,000.00). The Class A Units shall be entitled to the Class A Preferred Return and a seventy percent (70%) Percentage Interest in the Company. Class A Members shall be Accepted into the Company solely by subscription upon approval of the Manager. Each Class A Member agrees to make its Capital Contribution at the time it is Accepted into the Company. Notwithstanding the Class A Minimum Investment Amount required of a single investor as described herein, for the purposes of determining the Class A Minimum Investment Amount, a “single investor” shall include an individual, his or her spouse, and their descendants, who purchase the Units for his or her or their own accounts, and all pension or trust funds established by each such individual. To the extent that such a “single investor” satisfies the Class A Minimum Investment Amount, each individual investor thereunder will receive the number of Class A Units, at the Class A Unit Price, corresponding to such individual investor’s pro rata share of all subscriptions made by such “single investor”.

1.1.9       “Class A Preferred Return” means, for any Class A

Member and as of any date, the amount, if any that would be required to be distributed on such date so that the aggregate distributions to such Member provide a cumulative, non-compounded return equal to eight percent (8%) percent per annum for Class A Members of such Member’s Invested Capital Contribution. The Preferred Return will begin to accrue thirty (30) days after the date the Initial Closing.

1.1.10       “Class B Interests and Members” means an Interest that is

held by a Class B Member. Class B Interests shall be held by Real Street Capital Manager, LLC. There shall be one thousand (1,000) Class B Interests, each representing a Capital Contribution of One Dollar ( $1.00) for a total of One Thousand Dollars ( $1,000.00). The Class B Interests are entitled to a Thirty Percent (30%) Percentage Interest in the Company which is subordinated to the Class A Preferred Return.

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1.1.11 “Code” means the United States Internal Revenue Code of 1986, as amended, or any corresponding provision or provisions of any succeeding law and, to the extent applicable, the Income Tax Regulations.

1. 1.12 “Company” means REAL STREET BUILD-TO-RENT FUND I, LLC, a Delaware limited liability company.

1. 1.13 “Distributable Cash” means cash derived from operations and available for distribution as determined by the Manager and after allowance for operating reserves, loan reserves, and anticipated expenses.

1.1.14 “Income Tax Regulations” means, unless the context clearly indicates otherwise, the regulations in force as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code, and any successor regulations.

1.1.15 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended and regulations promulgated thereunder.

1.1.16 “ERISA Investor” has the same meaning as “benefit plan investor” as defined in 29 C.F.R. §2510.3-101(f)(2), as amended. Currently a “benefit plan investor” includes pension plans, profit sharing plans, stock bonus plans, and individual retirement accounts.

1.1.17 “ERISA Investor Restriction” shall have that meaning set forth in Section 4.21

1.1.18 “Manager” means Real Street Capital Manager, LLC, a Delaware limited liability company.

 1.1.19 “Member” means any Person who holds a (i) Class A Interest or (ii) a Class B Interest. 

1.1.20 “Net Operating Cash Flow” means, with respect to any fiscal period, the excess of operating revenues, investment income, income from Affiliates, and other receipts over operating expenses and other expenditures for such fiscal period, including but not limited to principal and interest payments on indebtedness of the Company, other sums paid to lenders, fess paid to the Manager, and cash expenditures incurred incident to the normal operation of the Company’s business, decreased by (i) any amounts added to Reserves during such fiscal period, and increased by (ii) the amount (if any) of all allowances for cost recovery, amortization or depreciation with respect to property of the Company for such fiscal period, and (iii) any amounts withdrawn from Reserves during such fiscal period.

1.1.21 “Distributable Cash” means, for each Fiscal Quarter, the GAAP Profits from Company operations less (only to the extent not yet included in the adjustments made to determine to GAAP Profits for such Fiscal Quarter) the following to the extent paid, accrued or set aside by the Company: (a) all principal payments on indebtedness 

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of the Company and all other sums paid by the Company to lenders; (b) all capital expenditures of the Company’s business, including but not limited to, any purchase commitments and commitments for any Financing Receivable; (c) such Reserves as the Manager deems reasonably necessary to the proper operation of the Company’s business; (d) Cash Available for Redemption; and (e) fees payable to the Manager under Section 5.9.

1.1.22 “Percentage Interest” means the allocable interest of each Member in the income, gain, loss, deduction or credit of the Company as set forth in the records of the Company. Percentage Interest includes the entire ownership interest of a Member in the Company at any particular time, including, without limitation, the right of such Member to participate in the Company’s income or losses, Net Cash Flow and any and all rights and benefits to which a Member may be entitled pursuant to this Agreement and under the Act, together with the obligations of such Member to comply with all the terms and provisions of this Agreement and the Act.

1.1.23 “Person” means a natural person or any partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, limited life company, limited duration company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity or any other entity.

1.1.24 “Reserves” means the reasonable reserves established and maintained from time to time by the Manager, in amounts reasonably considered adequate and sufficient from time to time by the Manager to pay taxes, fees, insurances or other costs and expenses incident to the Company’s business.

1.1.25 “Secretary of State” means the Secretary of State of the State of Delaware.

1.1.26 “Unit Issue Date” means the date upon which a Class A or Class B Interest shall be issued to a Person.

Section 1.2 Forms of Pronouns; Number; Construction. Unless the context otherwise requires, as used in this Agreement, the singular number includes the plural and the plural number may include the singular. The use of any gender shall be applicable to all genders. Unless otherwise specified, references to Articles, Sections or subsections are to the Articles, Sections and subsections in this Agreement. Unless the context otherwise requires, the term “including” shall mean “including, without limitation.”

ARTICLE 2

THE COMPANY

Section 2.1 Name. The name of the Company shall be REAL STREET BUILD-TO-RENT FUND I, LLC, a Delaware limited liability company.

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Section 2.2 Purpose of the Company. Notwithstanding any contrary provision in this Agreement, the Certificate, or any other governing or organization documents of the Company to the contrary, the following shall govern: The nature and principal purpose of the Company (the “Company Business”) and the purposes to be conducted and promoted by the Company (either directly, or indirectly, through one or more Property Subsidiaries), is to engage in the following activities:

(a)               to acquire, develop, improve, finance, manage or direct the management of (either through an Affiliate or unaffiliated third party), operate and dispose of build-to-rent communities, single-family residential and multi-family residential properties and related personal and real property located thereon throughout the United States. (“BTR Assets”). Properties that are BTR Assets will include land, homes and/or other assets on the properties generating ancillary revenue such as storage, retail, restaurant, or other commercial real property located on or adjacent to the applicable Property (and acquired by the Company (directly or indirectly) in connection with the acquisition of the applicable BTR Asset);

(b)               to own, hold, sell, assign, transfer, operate, manage, lease, mortgage, pledge and otherwise deal with the BTR Assets;

(c)               to co-invest with similar funds owning real properties similar to the BTR Assets, purchase a real estate in a joint venture with a third-party (i.e., unaffiliated) capital partner or operator, make any other investments in any properties and/or assets reasonably accretive to build-to-rent communities that the Manager deems, in its sole discretion, to be beneficial to the Company;

(d)               to make investments in other third party (i.e., unaffiliated) build-to-rent development companies; and

(e)               to exercise all powers and take all actions necessary, appropriate or convenient to the conduct, promotion or attainment of the Company Business or purposes otherwise set forth herein.

It is understood that the foregoing statement of purposes shall serve as a limitation on the powers or abilities of this Company, which shall not be permitted to engage in any other business activities without a formal amendment to this Agreement.

Section 2.3 Term. This Company shall continue in existence in perpetuity from the date of filing of its Certificate of Formation with the Delaware Secretary of State, unless earlier dissolved pursuant to the Act or in accordance with this Agreement.

ARTICLE 3

OFFICES

Section 3.1 Registered Office. The registered office of the Company in Delaware required by the Act shall be as set forth in the Company’s Certificate of Formation until such time as the registered office is changed in accordance with the Act.

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Section 3.2 Principal Executive Office. The principal executive office for the transaction of the business of the Company shall be fixed by the Manager within or without the State of Delaware. The initial principal office address is 9200 NW 39th Avenue, Suite 130-1002, Gainesville, FL 32606.

Section 3.3 Other Offices. The Manager may at any time establish other business offices within or without the State of Delaware.

ARTICLE 4

MEMBERS; LIMITED LIABILITY OF MEMBERS; CLASSES; INTERESTS OF
MEMBERS; CERTIFICATES; VOTING RIGHTS; MEETINGS OF MEMBERS

Section 4.1 Members. Each Person admitted as a Member of the Company pursuant to the Act and this Agreement, shall be a Member of the Company until they cease to be a Member in accordance with the provisions of the Act, the Certificate of Formation, or this Agreement. Upon the admission of any new Member, the Company shall update its records to reflect the name, address, capital contribution and date admitted as a member.

Section 4.2 Limited Liability. Except as expressly set forth in this Agreement or required by law, no Member shall be personally liable for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company.

Section 4.3 Nature of Membership Interest; Agreement Is Binding upon Successors. The Interests of Members in the Company constitute their personal estate. No Member has any interest in any specific asset or property of the Company. In the event of the death or legal disability of any Member, the executor, trustee, administrator, guardian, conservator or other legal representative of such Member shall be bound by the provisions of this Agreement. If a Member who is not a natural person is dissolved or terminated, the successor of such Member shall be bound by the provisions of this Agreement.

Section 4.4 Certificates Evidencing Interests. The Company may issue to every Member of the Company a certificate signed by the Manager specifying the Interest of such Member. If a certificate for registered interests is worn out or lost, it may be renewed on production of the worn-out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a resolution of the Manager.

Section 4.5 Classes of Members. The Company shall have two (2) classes of Members: Class A Members and Class B Members. Each such class of Members shall have the rights, powers, duties, obligations, preferences and privileges set forth in this Agreement. The names and addresses of the Members shall be maintained by the Company.

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Section 4.6 Voting Rights.

4.6.1 Except as may otherwise be provided in this Agreement, the Act or the Certificate of Formation, each of the Members hereby waives his or its right to vote on any matters other than as set forth in this Section 4.6. Notwithstanding anything contained herein, the Members shall not participate in the day-to-day management of the business of the Company.

4.6.2 The affirmative vote of seventy-five percent (75%) of the Members shall be required to:

(A)                   to authorize an act that is outside of the Purpose of the Company set forth in Section 2.2 above;

(B)                    approve a sale of substantially all of the assets of the Company with an expected return of less than ten percent (10%);

(C)                    amend the Certificate of Formation or make substantive amendments to this Agreement; and

4.6.3 Without limiting the preceding provisions, no Person shall be entitled to exercise any voting rights as a Member until such Person (i) shall have been admitted as a Member, and (ii) shall have paid the Capital Contribution required hereunder.

Section 4.7 Place of Meetings. All meetings of the Members may be held at any place within the United States designated by the Manager.

Section 4.8 Meetings of Members. No annual meeting of the Members shall be required. Notwithstanding the foregoing, a meeting of the Members for the purpose of taking any action permitted to be taken by the Members hereunder may be called by the Manager, or by any Member representing a majority of the Percentage Interests. Upon request in writing that a meeting of Members be called for any proper purpose, the Manager shall cause notice to be given to the Members entitled to vote that a meeting will be held at a time established and set by the Manager. Such notices shall state:

(A) the place, date and hour of the meeting; and

(B)   those matters which the Manager, at the time of the mailing of the notice, intends to present for action by the Members.

Section 4.9 Quorum. The presence at any meeting in person or by proxy of Members holding not less than a majority of the Percentage Interests of the class or classes entitled to vote at such meeting shall constitute a quorum for the transaction of business. This section shall not be interpreted to alter the votes required by this Agreement.

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Section 4.10 Waiver of Notice. When any notice is required to be given to any Member, a waiver thereof in writing signed by the Person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice.

Section 4.11 Action by Members Without a Meeting. Any other action which, under any provision of the Act or the Certificate of Formation or this Agreement may be taken at a meeting of the Members, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted.

Any Member giving a written consent, or the Member’s proxyholders, or a personal representative of the Member or their respective proxyholders, may revoke the consent by a writing received by the Manager prior to the time that written consents of the number of votes required to authorize the proposed action have been filed with the Manager, but may not do so thereafter. Such revocation is effective upon its receipt by the Manager or, if there shall be no person then holding such office, upon its receipt by any other officer or Manager of the Company.

Section 4.12 Record Date. The Manager shall fix a time in the future as a record date (the “Record Date”) for the determination of the Members entitled to notice of and to vote at any meeting of Members or entitled to give consent to action by the Company in writing without a meeting, to receive any report, to receive any dividend or distribution, or any allotment of rights, or to exercise rights with respect to any change, conversion or exchange of interests. The Record Date so fixed shall be not more than ninety (90) days nor less than ten (10)   days prior to the date of any meeting, nor more than ninety (90) days prior to any other event for the purposes of which it is fixed. When a Record Date is so fixed, only Members of record at the close of business on that date are entitled to notice of and to vote at any such meeting, to give consent without a meeting, to receive any report, to receive a dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any interests on the books of the Company after the Record Date, except as otherwise provided by statute or in the Certificate of Formation or this Agreement.

Section 4.13 Members and Managers May Participate in Other Activities. Each Member and Manger of the Company, either individually or with others, shall have the right to participate in other business ventures of every kind, whether or not such other business ventures compete with the Company. No Member or Manager shall be obligated to offer to the Company or to the other Members any opportunity to participate in any such other business venture. Neither the Company nor the other Members shall have any right to any income or profit derived from any such other business venture of a Member, Manager or Affiliate. A Member or Manager may engage in incidental use of the Company’s computers, communication systems, or internet facilities for other business activities so long as such usage has no material impact upon the Company’s facilities and equipment.

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Section 4.14 Members Are Not Agents. The management of the Company is vested in the Manager. The Members shall have no power to participate in the management of the Company except as expressly authorized by the Act, this Agreement or the Certificate of Formation. No Member, acting solely in the capacity of a Member, is an agent of the Company nor does any Member, unless expressly and duly authorized in writing to do so by the Manager, have any power or authority to bind or act on behalf of the Company in any way, to pledge its credit, to execute any instrument on its behalf or to render it liable for any purpose. Any attempt to do so is null and void.

Section 4.15 Transactions of Members with the Company. Subject to any limitations set forth in this Agreement and with the prior written approval of the Manager, a Member may lend money to and transact other business with the Company, such as providing services for compensation. Subject to other applicable law, such Member has the same rights and obligations with respect thereto as a Person who is not a Member.

Section 4.16 Loans by Members to the Company. Without limiting Section 4.15, no Member shall be obligated to lend money to the Company. No Member may lend money to the Company without the prior written approval of the Manager. Any loan by a Member to the Company with the required approval of the Manager shall be separately entered on the books of the Company as a loan to the Company and not as a Capital Contribution, shall bear interest at such commercially reasonable rate as may be agreed upon by the lending Member and the Manager, and shall be evidenced by a promissory note containing commercially reasonable terms duly executed by the Manager. In the event a loan is made by a Member and no promissory note is issued by the Company, then such amount shall be treated as a loan and bear interest at the rate of eight percent per annum.

Section 4.17 Withdrawal. No Class A or B Member may have the right to voluntarily or involuntarily withdraw, resign or otherwise disassociate (a “Withdrawal” or to “Withdraw”) or receive a return of its Capital Contribution from the Company for a period of three (3) years from the Unit Issue Date (the “Three Year Term”) applicable to said Class A Member except on the prior written consent of the Manager, which may be withheld, conditioned or delayed in Manger’s sole discretion. Any Withdrawal for which no consent has been given shall be null, void and of no effect whatsoever. Class B Members shall have the sole and exclusive authority to grant, convey, sell, transfer, hypothecate, disassociate or otherwise dispose of all or a portion of the Class B Interests without input or vote of the Class A Members.

Section 4.18 Permitted Withdrawal and Redemption Requests. After the Three Year Term, a Class A Member may request that the Company redeem a maximum of Ten (10) Units from said Member per Fiscal Year. In the event a Member desires redemption and qualifies for the same, said Member (“Redeeming Member”) shall submit a written request (“Redemption Request”) to Withdraw and for the Company to redeem said Member’s Units up to maximum of ten (10) Units per Fiscal Year. The Redemption Request shall specify the number of Units (“Request Units”) to be redeemed, provided, however, that for the avoidance of doubt, a Member may only request the redemption of Units that have been issued and outstanding for longer than the Three (3) Year Term. The Redemption Request shall be effective in the Fiscal Quarter after said Request is actually received by the Company;

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redemptions will be closed at the end of a Fiscal Quarter, and Members must have delivered a completed Redemption Request to the Manager no later than the last day of the prior Fiscal Quarter in order to be eligible to participate in a redemption in the current Fiscal Quarter. Notwithstanding anything contained herein to the contrary, the Company’s ability to meet Redemption Requests is wholly contingent upon the sufficiency and availability of Cash Available for Redemption and shall be subject to Manager’s sole and absolute discretion.

Section 4.19 Redemption Requests; Sufficient Cash Available for Redemption. To the extent there is sufficient and available Cash Available for Redemption, as determined by the Manager in its sole and absolute discretion, to meet all Redemption Requests timely delivered by Redeeming Members in the prior Fiscal Quarter, the Company shall redeem the Request Units from all Redeeming Members for the Redemption Price per Unit. The “Redemption Price” shall be ninety-eight percent (98%) of the original investment amount, not to exceed $100,000 during any Fiscal Quarter. The Redemption Price shall be rounded down to the nearest $0.01. The Redeeming Members shall be entitled to any distribution payable to such Member through the closing date of the redemption.

Section 4.20 Redemption Requests Terms. Closing on the redemption of Request Units may occur electronically no later than the last Business Day of the subsequent Fiscal Quarter, and the Company shall tender cash or other readily available funds to the Redemption Members in payment of the Redemption Price for the Request Units. Upon receipt by each Redeeming Member of the Redemption Price due said Member for said Member's Request Units, said Redeeming Member shall promptly execute and deliver any documents of transfer requested by the Company to evidence such redemption. The Company may assess a reasonable processing fee (the “Processing Fee”) per Redemption Request. The Company may, in its discretion, assess this Processing Fee against the Redemption Price for the Request Units. Notwithstanding Section 10.1, or anything else herein, to the contrary, the Redeeming Member is not eligible to receive distributions (made pursuant to Section 10.1 or otherwise) on Request Units in the Fiscal Quarter in which said Member has been redeemed for said Request Units.

4.20.1 The Company shall assess a surrender fee (the “Surrender Fee”) against the Redemption Price per Unit in an amount equal to FIFTY AND NO/100 DOLLARS ($50.00) per Unit shall be assessed for Withdrawal Requests.

Section 4.21 Mandatory Redemptions Applicable to ERISA Investors. The Company may issue Units to an ERISA Investor in exchange for Capital Contribution(s) and the Manager may admit such ERISA Investor as a Member subject to the terms hereof; provided, that the Manager shall only accept Capital Contributions from an ERISA Investor and issue Units in exchange thereof (and admit said ERISA Investor as a Member if applicable) if, after said issuance, the Units held by ERISA Investors, collectively, would be less than twenty five percent (25%) of the Units then outstanding. At all times, the number of Units held by ERISA Investors shall be less than twenty-five percent (25%) of all Units then outstanding. For purposes of this calculation, the term “Member” shall include Assignees. This limitation shall be referred to as the “ERISA Investor Restriction.” If as a result of a Member Withdrawal, redemption or otherwise or issuance of additional Units, the Company

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violates or will violate the ERISA Investor Restriction, the Manager has the right, exercisable in its sole discretion, to cause the Company to redeem outstanding Units that are then held by ERISA Investors, on a pro rata basis, as is or may be necessary to ensure that the Company does not violate the ERISA Investor Restriction. In the event the Manager determines to exercise its rights under this Section 4.21, the Manager shall give each ERISA Investor immediate written notice of said determination, and in such Writing shall advise each ERISA Investor of the number of Units to be redeemed from said Investor, the effective date of such redemption and the Redemption Price to be paid to such Investor. Upon the effective date of such redemption, the Manager shall cause the Company to tender to each ERISA Investor the Redemption Price applicable to said Investor as directed by said Investor. No fees shall be assessed by the Company on a redemption occurring pursuant to this Section.

Section 4.22 Company Option to Redeem. If a Class A Member’s Units are Transferred (the “Involuntary Transferred Units”) due to said Class A Member’s death or by any court or other judicial authority, including, but not limited to, Transfers ordered in a Bankruptcy proceeding, divorce, or as a result of garnishment, attachment or execution, the Company has the option, exercisable in its sole and exclusive discretion, to redeem all, but not less than all, of the Involuntary Transferred Units for the price and upon the terms as the Manager may reasonably determine. Within thirty (30) Business Days after the date on which the Company receives written notice of the applicable event, the Company shall provide written notice of its exercise of its option to redeem to the Member, the court and the proposed assignee and/or the successor of the Class A Member (the “Successor”) as applicable (the “Option Notice”). The redemption price for the Involuntary Transferred Units shall be an amount equal to their Redemption Price less the Processing Fee and less all any and all loss, liability, damages, loss and expenses incurred by the Company as a result of or related to the Transfer. In the event the Company has an offset rights hereunder and exercises the same, then the Company shall notify in writing the Class A Member, the court and/or Successor, as applicable, of the amount of offset, with reasonable detail and documentation regarding the same, and shall provide the amount of the Redemption Price as reduced by any offset.

4.22.1 The closing of the redemption of the Involuntary Transferred Units may occur electronically or as the Manager may determine and shall take place within a reasonable amount of time after the Option Notice.

4.22.2 Notwithstanding anything else contained herein to the contrary, the Successor and/or the applicable Class A Member shall merely be an assignee from and after the date of the applicable event causing the Transfer, and such Successor and/or the applicable Class A Member shall thereinafter have no right to vote or exercise rights of a Class A Member hereunder.

4.22.3 In the event that any Successor and/or the applicable Member (“Defaulting Person”) shall be required to sell its Involuntary Transfer Units hereunder, and in the further event that Defaulting Person is unable to, or for any reason does not, deliver such Involuntary Transfer Units and necessary documentation to the Company and the Manager in accordance with the applicable provisions of this Agreement, then the Company may deposit the applicable redemption price for such Involuntary Transfer Units, by certified check with the Company's primary bank, as agent or trustee, or in escrow, for such

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Defaulting Person, to be held by the bank until withdrawn by such Defaulting Person. Upon the deposit of the redemption price as provided for herein and upon notice in writing to the Defaulting Person, the Involuntary Transfer Units of such Defaulting Person to be redeemed shall at such time be deemed to have been redeemed by and conveyed to the Company, and such Defaulting Person shall have no further rights thereto, and the Company shall record the redemption in its books and records.

ARTICLE 5

MANAGEMENT OF THE COMPANY

Section 5.1 Manager. The business and affairs of the Company shall be managed, and all its powers shall be exercised by or under the direction of the Manager.

5.1.1 Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Manager shall have the following powers:

(A)                   to conduct, manage and control the business and affairs of the Company and to make such rules and regulations as the Manager shall deem to be in the best interests of the Company;

(B)                    to appoint and remove officers, agents and employees of the Company, prescribe their duties and fix their compensation;

(C)                    to borrow money and incur indebtedness for the purposes of the Company and to cause to be executed and delivered therefor, in the Company’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, guaranty agreements, hypothecations or other evidence of debt and securities therefor;

(D)                   to designate an executive and/or other committees to serve at the pleasure of the Manager, and to prescribe the manner in which proceedings of such committees shall be conducted;

(E)                    to acquire real and personal property, arrange financing and enter into contracts, zoning applications, building permits and all other powers reasonably related to the Company’s authorized purpose;

(F)                    to make all other arrangements and do all things which are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.

Section 5.2 Agency Authority of Manager. The Manager, acting alone, is authorized to endorse checks, drafts and other evidence of indebtedness made payable to the order of the Company.

Section 5.3 Limited Liability. Except as expressly set forth in this Agreement or required by law, no Manager shall be personally liable for any debt, obligation,

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or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Manager of the Company. This section shall not be construed to insulate a Manager from liability in the event his actions are intentional, willful, or fraudulent.

Section 5.4 Standards of Conduct; Modification of Duties. Notwithstanding any other provision of this Agreement or other applicable law, whenever in this Agreement or any other agreement contemplated hereby or otherwise, the Manager, in its capacity as the manager of Company, is permitted to or required to make a decision, the Manager shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation (fiduciary or otherwise) other than the duties of good faith and fair dealing, to give any consideration to any interest of or factors affecting Company or the Members, and shall not be subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby, under the Delaware Act or under any other law, rule or regulation. Whenever in this Agreement or any other agreement contemplated hereby or otherwise the Manager is permitted to or required to make a decision in “good faith” then for purposes of this Agreement, the Manager, or any of their Affiliates that cause them to make any such decision, shall be conclusively presumed to be acting in good faith if such Person or Persons subjectively believe(s) that the decision made or not made is in the best interests of Company. Whenever the Manager makes a determination or takes or declines to take any other action, or any of their Affiliates cause them to do so, in their individual capacities as opposed to in their capacities as the Manager of Company, whether under this Agreement or any other agreement contemplated hereby or otherwise, then the Manager, or such Affiliates causing them to do so, are entitled, to the fullest extent permitted by law, to make such determination or to take or decline to take such other action free of any duty (including any fiduciary duty) or obligation other than the duties of good faith and fair dealing, , any Member or any other Person bound by this Agreement, and the Manager, or such Affiliates causing them to do so, shall not, to the fullest extent permitted by law, be required to act pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

5. 4.2 Except as expressly set forth in this Agreement, to the fullest extent permitted by law, the Manager shall not have any duties or liabilities, including fiduciary duties other than the duties of good faith and fair dealing, to Company, any Member or any other Person bound by this Agreement or any creditor of Company, and the provisions of this Agreement, to the extent that they restrict or otherwise modify or eliminate the duties and liabilities, including fiduciary duties, of the Manager otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of the Manager.

5.4.3 The Members expressly acknowledge that the Manager is under no obligation to consider the separate interests of the Members (including, without limitation, the tax consequences to Members) in deciding whether to cause Company to take (or decline to take) any actions, and the Manager shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by Members in connection with such decisions.

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5.4.4 The Manager shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties hereto.

5.4.5 The Manager may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by them, and any act taken or omitted to be taken in reliance upon the advice or opinion of such Persons as to matters that the Manager reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

5.4.6 The Manager shall have the right, with respect to any of their powers or obligations hereunder, to act through any of their duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the Manager in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the Manager hereunder.

Section 5.5 Election and Removal of Manager. The initial Manager is Real Street Capital Manager, LLC, a Delaware limited liability company.

5.5.1 Subsequent Managers shall be elected by (i) the vote of Members holding not less than a majority of the Class B Interests at any meeting of the Members, or (ii) by written consent of Members holding not less than a majority of the Class B Interests. Except as otherwise provided by the Act or the Certificate of Formation, the Manager shall hold office until his or her death, Bankruptcy, mental incompetence, resignation or removal.

5.5.2 The Manager may be removed for Cause upon the vote of a majority of the Percentage Interests of seventy-five percent (75%) of the Members. For purposes of removal of a Manager, “for Cause” shall mean any of the following:

(A)                   Breach or default (and subsequent failure to cure or commence to cure) by the Manager of any material term or obligation under this Agreement that is not waived in writing by a majority of the Class B Members or cured (or the cure has not commenced) within thirty (30) days of notice of the alleged breach or default;

(B)                    The knowing, willful and continued failure of the Manager to materially and substantially perform Manager’s customary duties (other than due to such party’s death or incapacity due to physical or mental illness), the reckless disregard of the performance of Manager, or the willful engaging by the Manager in gross misconduct which is materially and substantially injurious to the Company, monetarily or otherwise; or

(C)                    Knowingly and intentionally making materially false, misleading, or inaccurate statements in connection with the rendering of services as a Manager that results in material and substantial financial damage to the Company.

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5.5.3 The proposed removal of any Manager other than based upon this Section shall first be subject to written notice setting forth the alleged basis for the removal. Upon receipt of written notice, the recipient Manager shall have up to thirty (30) days to cure (or commence to cure) the alleged basis for removal. Any dispute regarding whether the alleged basis has been cured shall be subject to the dispute resolution provisions of Article 19. For purposes of Section 5.6, “material” means having a dollar value in excess of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) or is an act for which the Company’s privilege licenses could be suspended or revoked.

Section 5.6 Manager. The name of the Manager, to hold office from and after the date of this Agreement until one or more successors are elected and qualified, is as follows: Real Street Capital Manager, LLC. Such Manager is appointed by the Class B Members signing of this Agreement.

Section 5.7 Manager May Engage in Other Activities. The Manager of the Company shall have the right to participate in other business ventures of every kind, whether or not such other business ventures compete with the Company. No Manager shall be obligated to offer to the Company or its Members any opportunity to participate in any such other business venture. The Company shall not have any right to any income or profit derived from any such other business venture of the Manager.

Section 5.8 Transactions of the Manager with the Company. The Manager may lend money to and transact other business with the Company. Subject to applicable law, the Manager has the same rights and obligations with respect thereto as a Person who is not a Member or Manager.

Section 5.9 Compensation of Manager. The Manager shall be entitled to receive compensation as follows: organizational fee, fund management fee, asset management fee, and compensation, reimbursements and compensation to an Affiliate:

5. 9.1 Reimbursements. The Manager shall be reimbursed by the Company for all expenses, fees, or costs incurred on behalf of the Company, including, without limitation, organizational expenses, legal fees, filing fees, accounting fees, out of pocket costs of reporting to any governmental agencies, insurance premiums, travel, costs of evaluating investments and other costs and expenses, including real estate acquisition costs.

5.9.2 Organizational Fee. As compensation for the time and effort involved in organizing the Company, the Company shall pay to the Manager an organization fee in the amount of TEN THOUSAND AND NO/100 DOLLARS ($10,000.00) (the “Organization Fee”). The Manager shall be paid the Organization Fee upon accepting subscriptions equaling FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00).

5.9.3 Asset Management Fee. The Company may pay the Manager a monthly management fee equal to two percent (2%) of the then gross assets under management (the “Asset Management Fee”). For purposes of calculating the Asset Management Fee, gross assets under management shall be measured as of the last Business

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Day of each month, and the Asset Management Fee for that month shall be paid on the first Business Day of the subsequent month.

5.9.4 Fund Management Fee. The Company may pay Manager a fee (the “Fund Management Fee”) equal to two percent (2%) per year of the committed equity to be used for the management and operation of the Company. The fee for each year shall be based on the net capital accounts as of December 31.

5.9.5 Cost Sharing. The Company shall pay to the Manager a reasonable monthly amount for its utilization of the Manager’s office, personnel and equipment, at the discretion of the Manager.

5.9.6 Placement Fee. The Manager may, in its sole discretion, pay up to ten percent (10%) of the funds procured by a Financial Advisor to said Financial Advisor (the “Placement Fee”). For purposes of this section, a Financial Advisor is a (i) licensed attorney in connection with his/her representation of an investing client, (ii) licensed Investment Advisor under the Investment Advisor Act of 1940, as amended, or (iii) licensed securities broker or agent holding licenses from FINRA and the Securities and Exchange Commission.

5.9.7 Insufficient Funds. In the event there are insufficient Company funds to pay the Manager any Fee then due, the Manager in its sole discretion may cause such Fee to be accrued and paid at such time(s) as the Company has sufficient funds or upon the liquidation of the Company. Any unpaid Fee shall be an accrued liability of the Company.

5.9.8 Representative. For taxable years beginning after December 31, 2023 (or any earlier year, if the Managers, so elects), the Managers shall designate a Company representative (in such capacity, the “Company Representative”) to act under Section 6223 of the Code as amended by the Bipartisan Budget Act of 2015 (or any successor thereto) (the “2015 Act”) and in any similar capacity under state, local or non -U.S. law, as applicable. The Company Representative may be removed and replaced by the Managers at any time in its sole discretion. Notwithstanding anything else to the contrary in this Agreement, the Company Representative shall apply the provisions of subchapter C of Chapter 63 of the Code, as amended by the 2015 Act (or any successor rules thereto), or similar provisions of state, local or non-U.S. tax law, with respect to any audit, imputed underpayment, other adjustment, or any such decision or action by the Internal Revenue Service (or other tax authority) with respect to the Company or the Members for such taxable years, in the manner determined by the Company Representative with the approval of the Manager.

5.9.9 The Members shall have no claim against the Company or Company Representative for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Company in order to comply with the rules under subchapter C of Chapter 63 of the Code, as amended by the 2015 Act (or any successor rules thereto) or similar provisions of state, local or non-U.S. law.

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5.9.10 The Company Representative shall keep the Members informed of any inquiries, audits, other proceedings or tax deficiencies assessed or proposed to be assessed (of which the Company Representative is actually aware) by any taxing authority against the Company or the Members.

5.9.11 So long as the Company satisfies the provisions of Sections 6221(b)(1)(B) through (D) of the Code, the Company Representative, with the approval of the Managers, may cause the Company to make the election set forth in Section 6221(b)(1) of the Code so that the provisions of Subchapter C of Chapter 63 of the Code shall not apply to the Company. If such election is made the Company Representative shall provide the proper notice to each Member in accordance with Section 6221(b)(1)(E).

5.9.12 Provided the election described above is not in effect, in the case of any adjustment by the IRS in the amount of any item of income, gain, loss, deduction, or credit of the Company or any Member’s distributive share thereof (the “IRS Adjustment”), the Company Representative shall respond to such IRS Adjustment in accordance with either Section 5.14.5 or Section 5.14.6.

5.9.13 In accordance with section 6225 of the Code as enacted under the 2015 Act, the Company Representative may cause the Company to pay an imputed underpayment as calculated under section 6225(b) of the Code with respect to the IRS Adjustment, including interest and penalties (the “Imputed Tax Underpayment”) in the Adjustment Year. The Company Representative shall use commercially reasonable efforts to pursue available procedures to reduce any Imputed Tax Underpayment on account of any Member’s tax status. Each Member agrees to amend its U.S. federal income tax return(s) to include (or reduce) its allocable share of the Company’s income (or losses) resulting from an IRS Adjustment and pay any tax due with such return as required under Section 6225(c)(2) of the Code, even if an Imputed Tax Underpayment liability of the Company or IRS Adjustment occurs after the Member’s withdrawal from the Company. The Company Representative may elect at his/its sole discretion to follow and implement the Centralized Partnership Audit Regulations and thereby address any tax issues at the Company level.

5.9.14 Alternatively, the Company Representative may elect under section 6226 of the Code as implemented under the 2015 Act to cause the Company to issue adjusted Internal Revenue Service Schedules “K-1” (or such other form as applicable) reflecting a Member’s shares of any IRS Adjustment for the Adjustment Year.

5.9.15 Each Member does hereby agree to indemnify and hold harmless the Company, Manager and Company Representative from and against any liability with respect to the Member’s proportionate share of any Imputed Tax Underpayment or other IRS Adjustment resulting in liability of the Company, regardless of whether such Member is a Member in the Company in an Adjustment Year, with such proportionate share as reasonably determined by the Managers, including the Managers’ reasonable discretion to consider each Member’s interest in the Company in the Reviewed Year and a Member’s timely provision of information necessary to reduce the amount of Imputed Tax Underpayment set forth in section 6225(c) of the Code. This obligation shall survive a Member’s ceasing to be a Member of the Company and/or the termination, dissolution, liquidation and winding up of the Company.

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5.9.16 Each Member does hereby agree to indemnify and hold harmless the Company, the Manager and Company Representative from and against any liability with respect to the Member’s proportionate share of any item of income, gain, loss, deduction, or credit of the Company or any Member’s distributive share thereof reported on an adjusted Internal Revenue Service Schedule K-1 received by the Company with respect to any entity in which the Company holds an ownership interest and which results in liability of the Company, regardless of whether such Member is a Member in the Company in an Adjustment Year, with such proportionate share as reasonably determined by the Managers, including the Manager’s reasonable discretion to consider each Member’s interest in the Company in the Reviewed Year and a Member’s timely provision of information necessary to reduce the amount of Imputed Tax Underpayment set forth in section 6225(c) of the Code. This obligation shall survive a Member’s ceasing to be a Member of the Company and/or the termination, dissolution, liquidation and winding up of the Company.

5.9.17 “Adjustment Year” means: (1) in the case of an adjustment pursuant to the decision of a court, the Company’s taxable year in which the decision becomes final; (2) in the case of an administrative adjustment request, the Company’s taxable year in which the administrative adjustment is made; or (3) in any other case, the Company’s taxable year in which the notice of final Company adjustment is mailed.

ARTICLE 6

MEETINGS OF MANAGER

Section 6.1 Place of Meetings. So long as there is one Manager, no notice of Meetings of the Manager shall be required and the Manager may conduct its business at any place within or without the State of Delaware that has been designated from time to time by the Manager.

Section 6.2 Action by Managers Without a Meeting. Any action required or permitted to be taken by the Manager may be taken without a meeting if the Manager shall consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Manager.

ARTICLE 7

OFFICERS

Section 7.1 General. The Manager may determine from time to time to appoint one or more individuals as officers of the Company. Every officer must be at least eighteen (18) years of age. An officer need not be a Member or Manager of the Company, and any number of offices may be held by the same person. The Manager shall determine the nature and extent of the duties to be performed by any officer, which shall be reduced to writing. Officers may include a President, Secretary, Treasurer, one or more Vice-Presidents and such other officers as may be designated from time to time by the Manager.

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Section 7.2 Appointment and Removal. The officers shall be appointed by the Manager. Each officer, including an officer elected to fill a vacancy, shall hold office at the pleasure of the Manager. Any officer may be removed, with or without cause, at any time by the Manager.

ARTICLE 8

CAPITAL CONTRIBUTIONS

Section 8.1 Capital Contributions.

8.1.1 Each Member shall make or has made the Capital Contribution to the Company. The Manager shall have the discretion as to the date at which the subscriptions for classes of Interests shall be closed.

8.1.2 Upon the date of admission of a new Member, each new Member shall make a Capital Contribution to the Company in such amount and in such form as the Manager shall agree.

8.1.3 Upon receipt of each such Capital Contribution the Company shall credit each Member’s Capital Account with the amount of such Member’s Capital Contribution.

Section 8.2 Additional Capital Contributions.

8.2.1 No  Member  shall  be  obligated  to  contribute  additional capital to the Company. No Member shall be permitted or authorized to make any additional Capital Contribution without the prior approval of the Manager. Additional Capital Contributions may be necessary to accomplish the purposes and objectives of the Company. The Class A Members acknowledge that their Membership Interests may change (including being diluted) from time to time as a result of adding new Members to obtain Additional Capital Contributions.

8.2.2 Such Member or Members making Additional Capital Contributions shall receive a Capital Account credit for each such additional Capital Contribution at the time and in the amount that such contribution is made and the related Percentage Interests shall be adjusted accordingly in the records of the Company.

Section 8.3 Withdrawal or Reduction of Capital Contributions.

8.3.1 Except as expressly provided in this Agreement, no Class A Member shall have the right to withdraw from the Company all or any part of his or its Capital Contribution prior to three (3) years after their respective Unit Issue Date in compliance with Section 4.17.

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8.3.2 No Member shall receive any part of his or its Capital Contribution upon the dissolution of the Company until:

(A)                   all liabilities of the Company, except liabilities to Members on account of their Capital Contributions, have been paid or there remains property of the Company sufficient to pay them; or

(B)                    the Certificate of Formation or this Agreement is canceled or so amended as to permit the withdrawal or reduction of Capital Contributions by Members.

8.3.3 A Member, irrespective of the nature of his or its Capital Contribution, shall only have the right to demand and receive cash in return for his or its Capital Contribution.

Section 8.4 No Interest Payable on Capital Contributions. No interest shall be payable on or with respect to the Capital Contributions or Capital Accounts of Members.

Section 8.5 Capital Accounts.

8.5.1 A single Capital Account shall be maintained for each Member (regardless of the class of Interests owned by such Member and regardless of the time or manner in which such Interests were acquired) in accordance with the capital accounting rules of Section 704(b) of the Code, and the regulations thereunder (including without limitation Section 1.704-1(b)(2)(iv) of the Income Tax Regulations). In general, under such rules, a Member's Capital Account shall be:

(A)                   increased by (i) the amount of money contributed by the Member to the Company (including the amount of any Company liabilities that are assumed by such Member other than in connection with distribution of Company property), (ii) the fair market value of property contributed by the Member to the Company (net of liabilities secured by such contributed property that under Section 752 of the Code the Company is considered to assume or take subject to), and (iii) allocations to the Member of Company income and gain (or item thereof), including income and gain exempt from tax; and

(B)                    decreased by (i) the amount of money distributed to the Member by the Company (including the amount of such Member’s individual liabilities that are assumed by the Company other than in connection with contribution of property to the Company), (ii) the fair market value of property distributed to the Member by the Company (net of liabilities secured by such distributed property that under Section 752 of the Code such Member is considered to assume or take subject to), (iii) allocations to the Member of expenditures of the Company not deductible in computing its taxable income and not properly chargeable to capital account, and (iv) allocations to the Member of Company loss and deduction (or item thereof).

8.5.2 Where Section 704(c) of the Code applies to Company property or where Company property is revalued pursuant to paragraph (b)(2)(iv)(t) of Section 1.704-1 of the Income Tax Regulations, each Member’s Capital Account shall be adjusted in

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accordance with paragraph (b)(2)(iv)(g) of Section 1.704-1 of the Income Tax Regulations as to allocations to the Members of depreciation, depletion, amortization and gain or loss, as computed for book purposes with respect to such property.

8. 5.3 When Company property is distributed in kind (whether in connection with liquidation and dissolution or otherwise), the Capital Accounts of the Members shall first be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such property (that has not been reflected in the Capital Account previously) would be allocated among the Members if there were a taxable disposition of such property for the fair market value of such property (taking into account Section 7701(g) of the Code) on the date of distribution.

8.5.4 The Members shall direct the Company’s accountants to make all necessary adjustments in each Member’s Capital Account as required by the capital accounting rules of Section 704(b) of the Code and the regulations thereunder.

ARTICLE 9

ALLOCATION OF PROFITS AND LOSSES; TAX AND ACCOUNTING MATTERS

Section 9.1 Allocations. Each Member’s distributive share of income, gain, loss, deduction or credit (or items thereof) of the Company as shown on the annual federal income tax return prepared by the Company’s accountants or as finally determined by the United States Internal Revenue Service or the courts, and as modified by the capital accounting rules of Section 704(b) of the Code and the Income Tax Regulations thereunder shall be determined as follows:

9.1.1 Allocations. Except as otherwise provided in this Section 9.1:

(A)                   items of income, gain, loss, deduction or credit (or items thereof) shall be allocated among the Members in proportion to their Percentage Interests, if any, except that items of loss or deduction allocated to any Member pursuant to this Section with respect to any taxable year shall not exceed the maximum amount of such items that can be so allocated without causing such Member to have a deficit balance in his or its Capital Account at the end of such year, computed in accordance with the rules of paragraph (b)(2)(ii)(d)   of Section 1.704-1 of the Income Tax Regulations. Any such items of loss or deduction in excess of the limitation set forth in the preceding sentence shall be allocated as follows and in the following order of priority:

to such limitation, in proportion to their Percentage Interests, and

the manner required by the Code and Income Tax Regulations.

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Subject to the provisions of Sections 8.1.2 – 8.1.11, inclusive, of this Agreement, the items specified in this Section 9.1 shall be allocated to the Members as necessary to eliminate any deficit Capital Account balances.

9.1.2 Allocations With Respect to Property. Solely for tax purposes, in determining each Member's allocable share of the taxable income or loss of the Company, depreciation, depletion, amortization and gain or loss with respect to any contributed property, or with respect to revalued property where the Company’s property is revalued pursuant to paragraph (b)(2)(iv)(f) of Section 1.704-1 of the Income Tax Regulations, shall be allocated to the Members in the manner (as to revaluations, in the same manner as) provided in Section 704(c) of the Code. The allocation shall take into account, to the full extent required or permitted by the Code, the difference between the adjusted basis of the property to the Member contributing it (or, with respect to property which has been revalued, the adjusted basis of the property to the Company) and the fair market value of the property determined by the Members at the time of its contribution or revaluation, as the case may be.

9.1.3 Minimum Gain Chargeback. Notwithstanding anything to the contrary in this Section 9.1, if there is a net decrease in Company Minimum Gain or Company Nonrecourse Debt Minimum Gain (as such terms are defined in Sections 1.704-2(b) and 1.704-2(i)(2) of the Income Tax Regulations, but substituting the term “Company” for the term “Partnership” as the context requires) during a Company taxable year, then each Member shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in the manner provided in Section 1.704-2 of the Income Tax Regulations. This provision is intended to be a “minimum gain chargeback ” within the meaning of Sections 1.704-2(f) and 1.704-2(i)(4) of the Income Tax Regulations and shall be interpreted and implemented as therein provided.

9.1.4 Qualified Income Offset. Subject to the provisions of Section 9.1.3, but otherwise notwithstanding anything to the contrary in this Section 9.1, if any Member’s Capital Account has a deficit balance in excess of such Member’s obligation to restore his or its Capital Account balance, computed in accordance with the rules of paragraph (b)(2)(ii)(d) of Section 1.704-1 of the Income Tax Regulations, then sufficient amounts of income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year) shall be allocated to such Member in an amount and manner sufficient to eliminate such deficit as quickly as possible. This provision is intended to be a “qualified income offset” within the meaning of Section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations and shall be interpreted and implemented as therein provided.

9.1.5 Depreciation Recapture. Subject to the provisions of Section 704(c) of the Code and Sections 8.1.2 – 8.1.4, inclusive, of this Agreement, gain recognized (or deemed recognized under the provisions hereof) upon the sale or other disposition of Company property, which is subject to depreciation recapture, shall be allocated to the Member who was entitled to deduct such depreciation.

9.1.6 Loans. If and to the extent any Member is deemed to recognize income as a result of any loans pursuant to the rules of Sections 1272, 1273, 1274, 7872 or 482 of the Code, or any similar provision now or hereafter in effect, any

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corresponding resulting deduction of the Company shall be allocated to the Member who is charged with the income. Subject to the provisions of Section 704(c) of the Code and Sections 9.1.2 – 9.1.4, inclusive, of this Agreement, if and to the extent the Company is deemed to recognize income as a result of any loans pursuant to the rules of Sections 1272, 1273, 1274, 7872 or 482 of the Code, or any similar provision now or hereafter in effect, such income shall be allocated to the Member who is entitled to any corresponding resulting deduction.

9.1.7 Tax Credits. Tax credits shall generally be allocated according to Section 1.704-1(b)(4)(ii) of the Income Tax Regulations or as otherwise provided by law. Investment tax credits with respect to any property shall be allocated to the Members pro rata in accordance with the manner in which Company profits are allocated to the Members under Section 8.1.1 hereof, as of the time such property is placed in service. Recapture of any investment tax credit required by Section 47 of the Code shall be allocated to the Members in the same proportion in which such investment tax credit was allocated.

9.1.8 Change of Pro Rata Interests. Except as provided in Sections 8.1.6 and 8.1.7 hereof or as otherwise required by law, if the proportionate interests of the Members of the Company are changed during any taxable year, all items to be allocated to the Members for such entire taxable year shall be prorated on the basis of the portion of such taxable year which precedes each such change and the portion of such taxable year on and after each such change according to the number of days in each such portion, and the items so allocated for each such portion shall be allocated to the Members in the manner in which such items are allocated as provided in Section 8.1.1 during each such portion of the taxable year in question.

9.1.9       Effect of Special Allocations on Subsequent Allocations.

Any special allocation of income or gain pursuant to Sections 8.1.3 or 8.1.4 hereof shall be taken into account in computing subsequent allocations of income and gain pursuant to this Section 9.1 so that the net amount of all such allocations to each Member shall, to the extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of this Section 9.1 if such special allocations of income or gain under Section 9.1.3 or 9.1.4 hereof had not occurred.

9.1.10       Nonrecourse and Recourse Debt. Items of deduction and

loss attributable to Member nonrecourse debt within the meaning of Section 1.7042(b)(4) of the Income Tax Regulations shall be allocated to the Members bearing the economic risk of loss with respect to such debt in accordance with Section 1704-2(i)(l) of the Income Tax Regulations. Items of deduction and loss attributable to recourse liabilities of the Company, within the meaning of Section 1.752-2 of the Income Tax Regulations, shall be allocated among the Members in accordance with the ratio in which the Members share the economic risk of loss for such liabilities.

9. 1.11 State and Local Items. Items of income, gain, loss, deduction, credit and tax preference for state and local income tax purposes shall be allocated to and among the Members in a manner consistent with the allocation of such items for federal income tax purposes in accordance with the foregoing provisions of this Section 9.1.

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Section 9.2 Accounting Matters. The Managers shall cause to be maintained complete books and records accurately reflecting the accounts, business and transactions of the Company on a calendar-year basis and using such cash, accrual, or hybrid method of accounting as in the judgment of the Management Committee or the Members, as the case may be, is most appropriate; provided, however, that books and records with respect to the Company’s Capital Accounts and allocations of income, gain, loss, deduction or credit (or item thereof) shall be kept under U.S. federal income tax accounting principles as applied to partnerships.

Section 9.3 Tax Status and Returns.

9.3.1 Any provision hereof to the contrary notwithstanding, solely for United States federal income tax purposes, each of the Members hereby recognizes that the Company may be subject to the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes of the Company or expand the obligations or liabilities of the Members.

9.3.2 The Manager shall prepare or cause to be prepared all tax returns and statements, if any, that must be filed on behalf of the Company with any taxing authority and shall make timely filing thereof. The Manager shall exercise commercially reasonable efforts, to prepare or cause to be prepared and delivered to each Member within ninety (90) days after the end of each calendar year a report setting forth in reasonable detail the information with respect to the Company during such calendar year reasonably required to enable each Member to prepare his or its federal, state and local income tax returns in accordance with applicable law then prevailing. Nonetheless, neither the Manager nor the Company shall be liable to any Member for failing to complete and deliver such tax information within said ninety (90) days and each Member acknowledges that they may have to file for an extension of time to file their personal tax returns.

ARTICLE 10

DISTRIBUTIONS

Section 10.1 Distributions of Distributable Cash. Distributions of Distributable Cash from operations if any, shall be determined in Manager’s sole discretion. The Company shall strive to make distributions on an annual basis. All distributions of Net Operating Cash Flow shall be distributed as follows: (i) to the Class A Members to the extent and in proportion with their Invested Capital Contributions until the Class A Preferred Return has been paid current;(ii) then seventy percent (70%) to the Class A Members, as a group, pro rata based upon each Member’s relative Percentage Interest; (iii) and the balance to the Class B Member. The Class B Member will only receive its share of Distributions from Net Operating Cash Flow after the Class A Preferred Return has been paid current.

(b)               Distributions of Net Capital Proceeds. Available Cash on account of Net Capital Proceeds shall be distributed to the Members on a quarterly basis (subject to the

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availability of such Available Cash) in the following order of priority: (i) to the Class A Members to the extent and in proportion with their Invested Capital Contributions until the Class A Preferred Return has been paid current;(ii) then seventy percent (70%) to the Class A and Members, as a group, pro rata based upon each Member’s relative Percentage Interest and the balance to the Class B Member.

(c)               Distributions of Net Refinancing Proceeds. Available Cash on account of Net Refinancing Proceeds shall be distributed on a quarterly basis (subject to the availability of such Available Cash) as follows: (i) seventy percent (70%) of such Net Refinancing Proceeds shall be distribution pursuant to the waterfall set forth in Section 5.01(b) above, and (ii) thirty percent (30%) of such Net Refinancing Proceeds shall be distributed directly to the Class B Member.

Section 10.2 Distribution upon Liquidation Upon liquidation of the Company, distributions shall be remitted to the Members to the extent and in proportion with their Invested Capital Contributions until the aggregate amount distributed to such Members in accordance with this Section 10.1 is sufficient to provide for a return of such Members’ Capital Contributions by the Company and any remaining funds shall be distributed as set forth above for Distributable Cash.

Section 10.3 Form of Distributions.

10.3.1 No Member, regardless of the nature of the Member’s Capital Contribution, has any right to demand and receive any distribution from the Company in any form other than money. No Member may be compelled to accept a distribution of any asset in kind.

10.3.2 Without limiting the generality of Section 10.2.1, the Manager may, with the consent of the Member receiving the distribution, distribute specific property or assets of the Company to one or more Members.

Section 10.4 Restriction on Distributions.

10.4.1       No distribution shall be made if, after giving effect to the

distribution:

(A)                   The Company would not be able to pay its debts as they become due in the usual course of business; or

(B)                    The Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other Members, if any, upon dissolution that are superior to the rights of the Member receiving the distribution.

10.4.2 The Manager may base a determination that a distribution is not prohibited on any of the following:

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(A)                   financial statements prepared based on accounting practices and principles that are reasonable in the circumstances;

The effect of a distribution is to be measured as of the date the distribution is authorized if the payment is to occur within one hundred twenty (120) days after the date of authorization, or the date payment is made if it is to occur more than one hundred twenty (120) days after the date of authorization.

Section 10.5 Return of Distributions. Members and Assignees who receive distributions made in violation of the Act or this Agreement shall return such distributions to the Company. Except for those distributions made in violation of the Act or this Agreement, no Member or Assignee shall be obligated to return any distribution to the Company or pay the amount of any distribution for the account of the Company or to any creditor of the Company. The amount of any distribution returned to the Company by a Member or Assignee or paid by a Member or Assignee for the account of the Company or to a creditor of the Company shall be added to the account or accounts from which it was subtracted when it was distributed to the Member or Assignee.

Section 10.6 Withholding from Distributions. To the extent the Company is required by law to withhold or to make tax or other payments on behalf of or with respect to any Member, the Company may withhold such amounts from any distribution and make such payments as so required. For purposes of this Agreement, any such payments or withholdings shall be treated as a distribution to the Member on behalf of whom the withholding or payment was made.

Section 10.7 754 Election. In the event of a distribution of property to a Member, the death of an individual Member or a transfer of any interest in the Company permitted under the Act or this Agreement, the Company may, in the discretion of the Manager upon the written request of the transferor or transferee, file a timely election under Section 754 of the Code and the Income Tax Regulations thereunder to adjust the basis of the Company’s assets under Section 734(b) or 743(b) of the Code and a corresponding election under the applicable provisions of state and local law, and the person making such request shall pay all costs incurred by the Company in connection therewith, including reasonable attorneys’ and accountants’ fees.

Section 10.8 Minimum Distributions. If and to the extent that the Company is earning income which will result in the Members being subject to income tax on their distributive share of the Company's income, minimum distributions shall be made to the Members in such amounts and at such times (but in no event later than March 31 each year) as shall be sufficient to enable the Members to meet United States income tax liability arising or incurred as a result of their participation in the Company. For the purposes of such distributions, it shall be assumed that the Members are taxable at combined U.S. federal individual, state and local rates of forty percent (40%) on ordinary income and at a twenty

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percent (20%) rate on Net Capital Gains. Any such distribution shall be made on a nondiscriminatory basis to all Members pro rata in accordance with their respective Percentage Interests. It is specifically recognized that in making a forty percent (40%) assumption regarding tax distributions on ordinary income and twenty percent (20%) on Net Capital Gains, some Members may receive a distribution that is in excess of their actual tax liabilities, and some Members may receive a distribution that is less.

ARTICLE 11

TRANSFER OF INTERESTS; ADMISSION OF MEMBERS; OPTION TO PURCHASE INTEREST OF DECEASED OR DISSOLVED MEMBER

Section 11.1 Transfer of Interests.

11.1.1 No Class A Member may sell, exchange, transfer, assign, make a gift of, pledge, encumber, hypothecate or alienate (each a “transfer”) his or its Interest in the Company to any Person, and no transferee of a Member's Interest may be admitted as a Member, unless (i) Manager approves the transfer of the Interest and admission of the transferee as a Member in writing; such approval may withheld, conditioned or delayed in Manager’s sole and absolute discretion.

11.1.2 Any transferee of a Class A Member’s Interest who fails to comply with Section 10.1.1 shall have no right to vote or otherwise participate in the business and affairs of the Company or to become a Member; provided, however, that if the transferee is already a Member, then such transferee Member shall only be entitled to vote the Interest which he or it held prior to the transfer.

11.1.3 Any transferee of a Class A Member’s Interest who fails to comply with Section 10.1.1 shall only be entitled to receive the share of profits or other compensation by way of income and the return of Capital Contributions, if any, to which the transferring Member would otherwise be entitled.

11.1.4 Subject to the restrictions set forth in this Section 11.4, certificates evidencing interests in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee satisfactory in form and substance to the Company.

Section 11.2 Admission of New Members.

11.2.1 No Person shall be admitted as a Member of the Company by assignment or sale of a Class A Member’s Interest unless the Manager shall have approved the admission of such Person as a new Member in writing; such approval may withheld, conditioned or delayed in Manager’s sole and absolute discretion.

11.2.2 No person shall be admitted to the Company as a new member contributing new capital without the approval of the Manager. Upon the admission of a new Member contributing new capital in accordance with the Act and this Agreement, at the

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discretion of the Manager, there may be a special closing of the books solely for the purpose of determining the value of the Company’s assets on such date by whatever method the Manager, in their sole and absolute discretion, consider reasonable, and the Capital Accounts of the existing Members may be adjusted based upon their Percentage Interests in the determined asset value. The new Member shall pay in their Capital Contribution, the Company shall establish a Capital Account which shall be credited with the Capital Contribution of the new Member.

Section 11.3 Payment of Purchase Price.

11.3.1 The payment of the purchase price shall be in cash or, if non-cash consideration is used, it shall be subject to this Section 11.3.1.

11.3.2 If non-cash consideration is used by the purchaser, such consideration shall be valued by either:

(A)       its fair market value as agreed upon by the parties and the

Company; or

(B)                    if the parties cannot agree, an arbitration conducted pursuant to Section 19 of this Agreement to determine its value.

ARTICLE 12

ACCOUNTING, RECORDS, REPORTING TO AND BY MEMBERS

Section 12.1 Books and Records. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods followed for United States federal income tax purposes. The books and records of the Company shall reflect all the Company’s transactions and shall be appropriate and adequate for the Company’s business. The Company shall maintain at its principal office all of the following:

12.1.1 A current list of the full name and last known business or residence address of each Member and Assignee set forth in alphabetical order, together with the Capital Contributions, Capital Accounts, and Percentage Interests of each Member or Assignee;

12.1.2 A current list of the full name and business address of the Manager;

12.1.3 A copy of the Certificate of Formation and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which the Certificate of Formation or any amendments thereto have been executed;

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12.1.4 Copies of the Company’s U.S. federal, state and local income tax or information returns and reports, if any, and any tax returns or reports filed by or on behalf of the Company in any other jurisdiction, for the six (6) most recent taxable years;

12.1.5 A copy of this Agreement and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed;

12.1.6 Copies of the financial statements of the Company, if any, for the six (6) most recent fiscal years; and Copies of all Company contracts.

The accounting records of the company, including, without limitation, checks, cancelled checks, bank statements, ledgers, invoices and similar records.

Section 12.2 Delivery to Members and Inspection.

12.2.1 Upon the request of any Member for purposes reasonably related to the interest of that Person as a Member, the Manager shall promptly deliver to the requesting Member, at the expense of the requesting Member, a copy of the information required to be maintained under Sections 12.1.1, 12.1.2 and 12.1.4, and a copy of this Agreement.

12.2.2 Each Member and Manager has the right, upon reasonable request for purposes reasonably related to the interest of the Person as Member or Manager, to:

(A)                   inspect and copy during normal business hours any of the Company records described in Sections 12.1.1, 12.1.2 and 12.1.4, inclusive, of this Agreement; and

(B)                    obtain from the Manager, promptly after their becoming available, a copy of the Company's U.S. federal, state and local income tax or information returns and reports and any tax returns and reports filed in any other jurisdiction for each fiscal year of the Company.

12.2.3 The Manager shall be responsible for the preparation of financial reports of the Company and for the coordination of financial matters of the Company with the Company's accountants. Annual compiled financial statements shall be prepared that include a statement showing any item of income, gain, deduction, credit or loss allocable for U.S. federal income tax purposes pursuant to the terms of this Agreement.

12.2.4 Any inspection or copying by a Member under this may be made by that Person of that Person’s agent or attorney.

Section 12.3 Filings. The Manager, at the Company’s expense, shall cause the income tax returns for the Company to be prepared and timely filed with the appropriate authorities. The Manager, at the Company’s expense, shall also cause to be prepared and timely filed, with the appropriate federal and state regulatory and administrative bodies,

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amendments to or restatements of, the Certificate of Formation and all reports required to be filed by the Company with those entities under the Act or other then-current applicable laws, rules and regulations. If the Manager is required by the Act to execute or file any document fails, after demand, to do so within a reasonable period of time or refuses to do so, any other Managers or Member may prepare, execute and file that document with the Delaware Secretary of State.

Section 12.4 Bank Accounts. The Manager shall maintain the funds of the Company in one or more separate bank accounts in the name of the Company and shall not permit the funds of the Company to be commingled in any fashion with the funds of any other Person. In the event the Company is unable to obtain bank accounts, the funds of the Company may be held as determined by the Manager.

Section 12.5 Accounting Decisions and Reliance on Others. All decisions as

to accounting matters, except as otherwise specifically set forth herein, shall be made by the Manager. The Manager may rely upon the advice of the Company’s accountants as to whether such decisions are in accordance with accounting methods followed for U.S. federal income tax purposes or for purposes of any other jurisdiction in which the Company does business or is required to file tax returns or reports under applicable law.

ARTICLE 13

DISSOLUTION AND LIQUIDATION

Section 13.1 Dissolution. Subject to the provisions of the Act or the Certificate of Formation, the Company shall be dissolved and its affairs wound up upon the first to occur of the following:

13.1.1       At the time specified in the Certificate of Formation; or

13.1.2 Upon the sale of substantially all of the assets of the Company, as authorized by the Manager.

Section 13.2 Liquidation. Upon the occurrence of any of the events of dissolution as set

forth in Section 13.1 of this Agreement, the Company shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate its assets. The Manager shall appoint a liquidating trustee who shall have sole authority and control over the winding up and liquidation of the Company’s business and affairs and shall diligently pursue the winding up and liquidation of the Company. As soon as practicable after his or her appointment, the liquidating trustee shall cause to be filed a statement of intent to dissolve as required by the Act.

13.2.2 During the course of liquidation, the Members shall continue to share profits and losses, but there shall be no cash distributions to the Members until the Distribution Date (as defined in Section 13.3).

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Section 13.3 Liabilities. Liquidation shall continue until the Company’s affairs are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the Company are satisfied or can be adequately provided for under this Agreement. When the liquidating trustee has determined that there can be a final accounting, the liquidating trustee shall establish a date (not to be later than the end of the taxable year of the liquidation, i.e., the time at which the Company ceases to be a going concern as provided in Section 1.704-1(b)(2)(ii)(g) of the Income Tax Regulations, or, if later, ninety (90) days after the date of such liquidation) for the distribution of the proceeds of liquidation of the Company (the “Distribution Date”). The net proceeds of liquidation of the Company shall be distributed to the Members as provided in Section 12.5 hereof not later than the Distribution Date.

Section 13.4 Wind-Up. Upon dissolution and termination, the Manager or liquidating trustee, as the case may be, shall wind up the affairs of the Company, shall sell all the Company assets as promptly as consistent with obtaining, insofar as possible, the fair value thereof after paying all liabilities, including all costs of dissolution. The proceeds from the liquidation of the assets of the Company and collection of the receivables of the Company, together with the assets distributed in kind, to the extent sufficient therefore, shall be applied and distributed in the following descending order of priority:

13.4.1 to the payment and discharge of all of the Company’s debts and liabilities and the expenses of the Company including liquidation expenses;

13.4.2 to the creation of any reserves which the Manager deems necessary for any contingent or unforeseen liabilities or obligations of the Company;

13.4.3 to the payment and discharge of all of the Company’s debts and liabilities owing to Members, but if the amount available for payment is insufficient, then pro rata in proportion to the amount of the Company debts and liabilities owing to each Member; and

13.4.4 to all the Members in the proportion of their respective positive Capital Accounts, as those accounts are determined after all adjustments to such accounts for the taxable year of the Company during which the liquidation occurs as are required by this Agreement and Income Tax Regulations § 1.704-I(b), such adjustments to be made within the time specified in such Income Tax Regulations;

13.4.5 to the Members in proportion to their then current Percentage Interests as contained in the Company’s records.

Section 13.5 Certificate of Cancellation. Upon dissolution and liquidation of the Company, the liquidating trustee shall cause to be executed and filed with the Secretary of State of the State of Delaware, a certificate of cancellation in accordance with the Act.

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ARTICLE 14

INDEMNIFICATION

Section 14.1 Indemnification: Proceeding Other than by Company. The Company may, but is not obligated to, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except (i) an action arising under the Securities Act of 1933, as amended or the Securities exchange Act of 1934, as amended; or (ii) by or in the right of the Company, by reason of the fact that he or she is or was a Manager, Member, officer, employee or agent of the Company, or is or was serving at the request of the Company as a manager, member, shareholder, director, officer, partner, trustee, employee or agent of any other Person, joint venture, trust or other enterprise, against expenses, including reasonable attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

Section 14.2 Indemnification: Proceeding by Company. The Company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a Manager, Member, officer, employee or agent of the Company, or is or was serving at the request of the Company as a manager, member, shareholder, director, officer, partner, trustee, employee or agent of any other Person, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 14.3 Mandatory Indemnification. To the extent that a Manager, Member, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described hereunder, or in defense of any claim, issue or matter therein, he or she must be indemnified by the Company against

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expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

Section 14.4 Authorization of Indemnification. Any indemnification under Sections 13.1 and 13.2, unless ordered by a court or advanced pursuant to Section 13.5, may be made by the Company only as authorized in the specific case upon a determination that indemnification of the Manager, Member, officer, employee or agent is proper in the circumstances. The determination must be made by a majority of the Class B Members if the person seeking indemnity is not a Class B Member or by independent legal counsel selected by the Manager in a written opinion.

Section 14.5 Mandatory Advancement of Expenses. The expenses of the Manager, Members and officers incurred in defending a civil or criminal action, suit or proceeding must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Manager, Member or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Company. The provisions of this Section 14.5 do not affect any rights to advancement of expenses to which personnel of the Company other than Managers, Members or officers may be entitled under any contract or otherwise.

Section 14.6 Effect and Continuation. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to Sections 14.1 – 14.5, inclusive:

14.6.1 Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Certificate of Formation or any limited liability company agreement, vote of Members or disinterested Managers, if any, or otherwise, for either an action in his or her official capacity or an action in another capacity while holding his or her office, except that indemnification, unless ordered by a court pursuant to Section 14.2 or for the advancement of expenses made pursuant to Section 14.5, may not be made to or on behalf of any Member, Manager or officer if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, breach of fiduciary duty, fraud or a knowing violation of the law and was material to the cause of action.

14.6.2 Continues for a person who has ceased to be a Member, Manager, officer, employee or agent and inures to the benefit of his or her heirs, executors and administrators.

Section 14.7 Notice of Indemnification and Advancement. Any indemnification of, or advancement of expenses to, a Manager, Member, officer, employee or agent of the Company in accordance with this Article 14, if arising out of a proceeding by or on behalf of the Company, shall be reported promptly in writing to the Members.

Section 14.8 Repeal or Modification. Any repeal or modification of this Article 14 by the Members of the Company shall not adversely affect any right of a Manager,

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Member, officer, employee or agent of the Company existing hereunder at the time of such repeal or modification.

ARTICLE 15

SEAL

Section 15.1 Seal. The Manager may adopt a seal of the Company in such form as the Manager shall decide.

ARTICLE 16

INVESTMENT REPRESENTATIONS; PRIVATE OFFERING EXEMPTION

Each Member hereby represents and warrants:

Section 16.1 Experience. By reason of their business or financial experience, or by reason of the business or financial experience of his or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, such Member is capable of evaluating the risks and merits of an investment in the Company and of protecting his or its own interests in connection with this investment.

Section 16.2 Investment Intent. Such Member is acquiring the Interest for investment purposes for their own account only and not with a view to or for sale in connection with any distribution of all or any part of the Interest.

Section 16.3 Economic Risk. Such Member is financially able to bear the economic risk of his or its investment in the Company, including the total loss thereof.

Section 16.4 No Registration of Units. Such Member acknowledges that the Interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or qualified under any state securities law or under the laws of any other jurisdiction, in reliance, in part, on such Member's representations, warranties and agreements herein.

Section 16.5 No Obligation to Register. Such Member acknowledges and agrees that the Company and the Manager are under no obligation to register or qualify the Interests under the Securities Act or under any state securities law or under the laws of any other jurisdiction, or to assist such Member in complying with any exemption from registration and qualification.

Section 16.6 No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting Article 11 of this Agreement, such Member will not make any disposition of all or any part of the Interests which will result in the violation by such Member or by the Company of the Securities Act or any other applicable securities laws.

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Section 16.7 Financial Estimate and Projections. Member understands that all projections and financial or other materials which it may have been furnished are not based on historical operating results, because no reliable results exist, and are based only upon estimates and assumptions which are subject to future conditions and events which are unpredictable and which may not be relied upon in making an investment decision.

ARTICLE 17

COMPANY LOANS AND GUARANTEES

Section 17.1 General. The provisions contained in this Article 17 set forth the terms and conditions by which the Company may make a loan or execute a guaranty to or for the benefit of any Manager or officer of the Company.

Section 17.2 Members’ Approval Not Required. The Company may make a loan of money or property to, or provide a guaranty for the benefit of, any Manager of the Company for any purpose directly related to the business of the Company. No other loan or guaranty except as set forth in this Section.

Section 17.3 Loans Generally Not to be Secured upon Interests in the Company. The Company shall not make any loan of money or property to, or provide a guaranty for the benefit of, any person upon the security of Interests in the Company, unless the loan or guaranty is otherwise secured.

Section 17.4 Advances for Expenses of Managers and Officers. Notwithstanding anything to the contrary contained in Section 17 hereof, the Company may advance money to any Manager or officer of the Company for any expenses reasonably anticipated to be incurred in the performance of the duties of such Manager or officer, provided that in the absence of such advance such Manager or officer would be entitled to be reimbursed for such expenses by the Company or any Affiliate.

ARTICLE 18

DEFAULTS AND REMEDIES

Section 18.1 Defaults. If a Member materially defaults in the performance of his or its obligations under this Agreement, and (a) such default is not cured within ten (10) days after written notice of such default is given by a Manager or any of the other Members to the defaulting Member for a default that can be cured by the payment of money, or (b) within thirty (30) days after written notice of such default is given by a Manager or any of the other Members to the defaulting Member for any other default, then the non-defaulting Members shall have the rights and remedies described in Section 18.2 hereunder in respect of the default.

Section 18.2 Remedies. If a Member fails to perform his or its obligations under this Agreement, the Company and such other Members shall have the right, in addition to all other rights and remedies provided herein, on behalf of himself or itself, the Company or

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the Members, to bring the matter to arbitration. The award of the arbitrator in such a proceeding may include an order for specific performance by the defaulting Member of his or its obligations under this Agreement, an award for damages for payment of sums due to the Company or to a Member and/or may result in the defaulting Member’s expulsion. Upon expulsion, a Member shall no longer have any ongoing rights, but shall be entitled to pro rata allocation and distribution of profits, if any, for the year of expulsion.

ARTICLE 19

MISCELLANEOUS

Section 19.1 Entire Agreement. This Agreement constitutes the entire agreement among the Members with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No party hereto shall be liable or bound to the other in any manner by any warranties, representations or covenants with respect to the subject matter hereof except as specifically set forth herein.

Section 19.2 Amendments.

19.2.1 This Agreement may be amended only by the affirmative vote of seventy-five percent (75%) of the percentage Interests of each outstanding class of Members, except clerical or ministerial amendments that may be approved by the Class B Members. All amendments shall be in writing.

19.2.2 The Certificate of Formation may only be amended by the affirmative vote of all the Members. Any such amendment shall be in writing and shall be executed and filed in accordance with the Act.

Section 19.3 No Waiver. No consent or waiver, express or implied, by the Company or a Member to or of any breach or default by any Member in the performance by such Member of his or its obligations under this Agreement shall constitute a consent to or waiver of any similar breach or default by that or any other Member. Failure by the Company or a Member to complain of any act or omission to act by any Member, or to declare such Member in default, irrespective of how long such failure continues, shall not constitute a waiver by the Company or such Member of his or its rights under this Agreement.

Section 19.4 Representation of Shares of Companies or Interests in Other Entities. Any Manager of this Company is authorized to vote, represent and exercise on behalf of this Company all rights incident to any and all shares of any other company or companies, or any interests in any other Person, standing in the name of this Company. The authority herein granted to said Manager to vote or represent on behalf of this Company any and all shares held by this Company in any other company or companies, or any interests in any other Person, may be exercised by such Manager in person or by any other person authorized so to do by proxy or power of attorney duly executed by said Manager.

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Section 19.5 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

Section 19.6 Severability. If one or more provisions of this Agreement are held by a proper court to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary and permitted by law, shall be severed herefrom and the balance of this Agreement shall be enforced in accordance with its terms.

Section 19.7 Governing Law. This Agreement shall be governed by and construed under the substantive laws of the State of Delaware, without regard to Delaware choice of law principles.

Section 19.8 Mandatory Mediation. The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to Judicial Arbitration and Mediation Services (“JAMS”), or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to Section 19.9 below. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

19.8.1 Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following forty-five (45) days from the date of filing the written request for mediation, whichever occurs first (the “Earliest Initiation Date”). The mediation may continue after the commencement of arbitration if the parties so desire.

19.8.2 At no time prior to the Earliest Initiation Date shall either side initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Section 19.8 above. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until fifteen (15) days after the Earliest Initiation Date. The parties will take such action, if any, required to effectuate such tolling.

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Section 19.9 Arbitration. Any party to this Agreement may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section 19.9 (this “Arbitration Provision ”). The arbitration shall be conducted in Miami, Florida. As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving a Member (or persons claiming through or connected with a Member), on the one hand, and the Company or the Manager, on the other hand, relating to or arising out of this Agreement, any subscription agreement or related documents, any Units, and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including (except to the extent provided otherwise in the last sentence of sub-section 19.8.12 below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include (without limitation) matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. This Arbitration Provision does not apply to claims under the U.S. federal securities laws but does apply to all non federal securities law claims that that are related to the Company, including with respect to an Offering, the Company’s holdings (including the holdings of any subsidiary), the Units, the Company’s ongoing operations and the management of the Company’s investments, among other matters. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. The party initiating arbitration shall do so with JAMS (jamsadr.com). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. 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 countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. In any arbitration arising out of or related to this Agreement, requests for documents:

directly or indirectly related to.” (See JAMS Discovery Protocols; JAMS Arbitration Rule 16.2).

19.9.4 There shall be production of electronic documents only from sources used in the ordinary course of business. Absent a showing of compelling need, no such documents are required to be produced from backup servers, tapes or other media.

19.9.5 Absent a showing of compelling need, the production of electronic documents shall normally be made on the basis of generally available technology in a searchable format which is usable by the party receiving the e-documents and convenient and economical for the producing party. Absent a showing of compelling need, the parties need not produce metadata, with the exception of header fields for email correspondence.

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19.9.6 The description of custodians from whom electronic documents may be collected shall be narrowly tailored to include only those individuals whose electronic documents may reasonably be expected to contain evidence that is material to the dispute.

19.9.7 Where the costs and burdens of e-discovery are disproportionate to the nature of the dispute or to the amount in controversy, or to the relevance of the materials requested, the arbitrator will either deny such requests or order disclosure on condition that the requesting party advance the reasonable cost of production to the other side, subject to the allocation of costs in the final award. (See JAMS Discovery Protocols; JAMS Arbitration Rule 16.2).

administrator’s filing costs and administrative fees (other than hearing fees). If a Member elects arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules. The Company shall pay the administrator’s hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules or applicable law requires otherwise, or a Member requests that the Company pay them and the Company agrees to do so. Each party shall bear the expense of its own attorney’s fees, except as otherwise provided by law. If a statute gives a Member the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

19.9.10 Within thirty (30) days of a final award by the arbitrator, a party may appeal the award for reconsideration by a three (3) arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, an opposing party may cross-appeal within thirty (30) days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. 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.

19.9.11 The Company agrees not to invoke the right to arbitrate an individual Claim that a Member may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, 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.

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19.9.12 Unless otherwise provided in this Agreement or 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 unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not: (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; or (ii) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify or fail to enforce this Section 19.8.12, and any attempt to do so, whether by rule, policy, and arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section 19.8.12 shall be determined exclusively by a court and not by the administrator or any arbitrator.

19.9.13 This Arbitration Provision is made pursuant to a transaction involving interstate commerce and 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 applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

19.9.14 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 hereto or other party; and (iii) any transfer of any loan or Units or any amounts owed on such loans or notes, to any other party. If any portion of this Arbitration Provision other than sub-section 19.8.12 is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If arbitration is brought on a class, representative or collective basis, and the limitations on such proceedings in 19.8.12) are finally adjudicated pursuant to the last sentence of 19.8.12 to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

19.9.15 Each Member acknowledges, understands and agrees that: (i) arbitration is final and binding on the parties; (ii) the parties are waiving their right to seek remedies in court, including the right to jury trial; (iii) pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings; (iv) the final award by the arbitrator is required to include factual findings and legal reasoning and any party’s right to appeal or to seek modification of a ruling by the arbitrators is strictly limited; and

(v) the panel of arbitrators may include a minority of persons engaged in the securities industry.

19.9.16 BY AGREEING TO BE SUBJECT TO THE ARBITRATION PROVISION CONTAINED IN THIS AGREEMENT, MEMBERS WILL NOT BE DEEMED TO WAIVE THE COMPANY’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

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19.9.17 Waiver of Court & Jury Rights. THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT SOLELY BEFORE A JUDGE. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS AGREEMENT, THE UNITS OR THE COMPANY, INCLUDING CLAIMS UNDER THE U.S. FEDERAL SECURITIES LAWS.

Section 19.10 Payment of Legal Fees and Costs. In the event that a Member:

(i)    initiates or asserts any suit, legal action, claim, counterclaim or proceeding regarding, relating to or arising under this Agreement, the Units or the Company, including claims under the U.S. federal securities laws; and (ii) does not, in a judgment on the merits, substantially achieve, in substance and amount, the full remedy sought or the equivalent is reached in settlement, then the Member shall be obligated to reimburse the Company and any parties indemnified by the Company for any and all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees, the costs of investigating a claim and other litigation expenses) that the Company and any parties indemnified by the Company may incur in connection with such Claim.

Section 19.11 Choice of Venue. Any suit, legal action or proceeding involving any dispute or matter regarding, relating to or arising under this Agreement shall be brought solely in the United States District Court for Miami, Florida. All parties hereby consent to the exercise of personal jurisdiction, and waive all objections based on improper venue and/ or forum non conveniens, in connection with or in relation to any such suit, legal action or proceeding.

Section 19.12 Notices. Unless otherwise provided in this Agreement, any notice or other communication herein required or permitted to be given shall be in writing and shall be given by electronic communication, hand delivery, registered or certified mail, with proper postage prepaid, return receipt requested, or courier service regularly providing proof of delivery, addressed to the party hereto as provided as follows: communications intended for the Company shall be sent to Real Street Capital Manager, LLC, Manager at 9200 NW 39th Avenue, Suite 130-1002, Gainesville, Florida 32606 and all communications intended for a Member shall be sent to the address of such Member set forth in the records of the Company.

For all purposes of this Agreement, a notice or communication will be deemed effective:

(A)                   if delivered by hand or sent by courier, on the day it is delivered unless that day is not a day upon which commercial banks are open for business in the city specified (a “Local Business Day”) in the address for notice provided by the recipient, or if delivered after the close of business on a Local Business Day, then on the next succeeding Local Business Day; or

(B)                    if sent by registered or certified mail, on the tenth (10^th) Local Business Day after the date of mailing.

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Section 19.13 Titles and Subtitles. The titles of the sections and paragraphs of this Agreement are for convenience only and are not to be considered in construing this Agreement.

Section 19.14 Currency. Unless otherwise specified, all currency amounts in this Agreement refer to the lawful currency of the United States of America.

Section 19.15 Partition. Each Member irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Company’s property.

Section 19.16 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and shall become effective when there exist copies hereof which, when taken together, bear the authorized signatures of each of the parties hereto.

Section 19.17 Preparation of Agreement. This Agreement has been prepared by David G. LeGrand, Esq. (the “Law Firm”), counsel for Real Street Capital Manager, LLC in the course of its representation of it, and:

19. 17.1 The Members have been advised by the Law Firm that a conflict of interest exists among the Members’ individual interests; and

or have had the opportunity to seek such representation; and

19.17.4 The Law Firm has not given any advice or made any representations to the members with respect to the tax consequences of this agreement; and,

19. 17.5 The Members have been advised that the terms and provisions of this Agreement may have tax consequences and the Members have been advised by the Law Firm to seek independent counsel with respect thereto; and

19.17.6 The Members have been represented by independent counsel or have had the opportunity to seek such representation with respect to the tax consequences of this agreement.

Section 19.18 NO RELIANCE. THE MEMBERS ACKNOWLEDGE THAT NEITHER THE MANAGER NOR ANY PERSON ACTING ON BEHALF OF THE MANAGER HAS MADE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE UNITS OR ANY SECURITIES OF THE COMPANY, AND THE MEMBERS CONFIRM THAT THEY HAVE NOT BASED THEIR INVESTMENT DECISIONS ON, AND ARE NOT RELYING ON, ANY REPRESENTATIONS OR WARRANTIES FROM THE MANAGER. NO PERSON ACTING ON BEHALF OF THE MANAGER OR COMPANY IS

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REPRESENTING OR ACTING ON BEHALF OF ANY MEMBER WITH RESPECT TO ANY MATTER RELATED TO THE COMPANY.

IN WITNESS WHEREOF, REAL STREET BUILD-TO-RENT FUND, through its Manager and the Members hereby execute this Operating Agreement effective as of June 12, 2023.

REAL STREET BUILD-TO-RENT FUND I, LLC a Delaware limited liability company

By: Real Street Capital Manager, LLC

By: _____________________________________

Name: Gregory Stula

Title: Manager

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EXHIBIT “1”

The Class B Member is entitled to thirty percent (30%) all profits and losses not allocated to the Class A and B Members, subordinated to the Class A Preferred Return.

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REAL STREET BUILD-TO-RENT FUND I, LLC

a Delaware limited liability company

50,000 Class A Interests of Membership Interest

REGULATION A+ SUBSCRIPTION AGREEMENT

This Subscription Agreement (the “Subscription Agreement”) is made as of the date set forth below by and between the undersigned (the “Subscriber” or “You”) and the Company and is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the “Offering”) for sale by the Company of the Class A Interests as described in the Company’s offering circular dated _______ 2023 (the “Offering Circular”), a copy of which has been delivered to Subscriber. The Class A Interests are also referred to herein as the “Securities”. Investing in securities represented by the Class A Interests (the “Class A Interests”) of REAL STREET BUILD-TO-RENT FUND I, LLC, a Delaware limited liability company (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Class A Interests and if a public market develops following this offering, it may not continue.

The Class A Interests have not been registered under the Securities Act of 1933, as amended (the “Securities 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 Securities 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 Securities Act. The Class A Interests 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 offering circular or any other materials or information made available to subscriber in connection with this offering, through the online website platform at www.realstreetcapital.com (the “Portal”), or the SEC’s EDGAR website at www.sec.gov.

No sale may be made to persons who are not “accredited investors” if the aggregate purchase price is more than 10% of the greater of such investors’ annual income or net worth. The Company is relying on the representations and warranties set forth by each subscriber in this Subscription Agreement and the other information provided by subscriber in connection with this offering to determine compliance with this requirement.

Prospective investors may not treat the contents of this Regulation A+ Subscription Agreement, the offering circular or any of the other materials available (collectively, the “Offering Materials”) or any prior or subsequent communications from the Company or any of its affiliates, officer, employees or agents as investment, legal or tax advice. In making an investment decision, investors must rely on their own examination of the Company and the terms of this offering, including the merits and the risks involved. Each prospective investor should consult the investor’s own counsel, accountant and other professional advisor as to investment, legal, tax and other related matters concerning the investor’s proposed investment.

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 Class A Interests or to allot to any prospective investor less than the amount of Class A Interests 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 Class A Interests shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date.

ARTICLE I

SUBSCRIPTION

1.01  Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for, and agrees to, purchase from the Company the number of Class A Interests set forth on the Subscription Agreement Signature Page, and the Company agrees to sell such Class A Interests to Subscriber at a purchase price of $1,000.00 per Class A Interests for the total amount set forth on the Subscription Agreement Signature Page (the “Purchase Price”), subject to the Company's right to sell to Subscriber such lesser number of Class A Interests as the Company may, in its sole discretion, deem necessary or desirable.

1.02  Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this Subscription is made subject to the following terms and conditions: 

(a)    Contemporaneously with the execution and delivery of this Subscription Agreement through the Platform, Subscriber shall pay the Purchase Price for the Class A Interests in the form of ACH debit transfer, wire transfer, or credit card payment. Your subscription is irrevocable. The Company has engaged East West Bank as escrow agent (the “Escrow Agent”) to hold funds in escrow after the proceeds have been paid by the investor. The Investors’ funds will be held in escrow until Netshares clears the sale after its internal due diligence of the Investor. After the Investor is cleared by Netshares, the funds will be released from the escrow agent to the Company’s operational account. The reason the Company has an escrow agent and account without having a Minimum Offering Amount is due to the Company engaging Netshares, a FINRA broker-dealer. Under FINRA regulations, an escrow account is used for distributions conducted on a contingency basis (e.g., best-efforts all-or-none or part-or-none offerings) (see FINRA Regulatory Notice 16-08 and Rule 15c2-4 of the Securities Exchange Act of 1934).

(b)   Payment of the Purchase Price in any and all forms shall be (i) made by Subscriber via the Portal, and (ii) deposited to and held in an escrow account operated by the Escrow Agent (c)    This subscription shall be deemed to be accepted only when this Subscription Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the Purchase Price for clearance will not be deemed an acceptance of this Subscription Agreement.

(d)   The Company shall have the right to reject this subscription, in whole or in part.

(e)    The payment of the Purchase Price (or, in the case of rejection of a portion of the Subscriber's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled.

(f)        Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Class A Interests owned by Subscriber reflected on the books and records of the Company and verified by the Transfer Agent, which books and records shall bear a notation that the Class A Interests were sold in reliance upon Regulation A+. 

1.03    Operating Agreement.  You have received and read a copy of the Company’s Operating Agreement (the “Operating Agreement”) and agree that your execution of this Subscription Agreement constitutes your consent to the Operating Agreement, and that upon acceptance of this Subscription Agreement by the Company, you will become a shareholder of the Company as a holder of Class A Interests. When this Subscription Agreement is countersigned by the Company, the Operating Agreement shall be binding upon acceptance of your subscription.

1.04    The Platform. The Offering is described in the Offering Circular, that is available through the online website platform www.realstreetcapital.com, or the SEC’s EDGAR website at www.sec.gov. Please read this Subscription Agreement, the Offering Circular, and the Operating Agreement. While they are subject to change, as described below, the Company advises you to print and retain a copy of these documents for your records.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date: 

2.01  Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement has been or will be effectively taken prior to the Closing. Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its 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. 

2.02  Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber 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 Subscriber’s representations contained in this Subscription Agreement.  Subscriber is purchasing the Class A Interests for Subscriber’s own account. Subscriber has received and reviewed this Subscription Agreement, the Offering Circular and the Operating Agreement. Subscriber and/or Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with the Offering to evaluate the merits and risks of an investment, to make an informed investment decision, and to protect Subscriber’s own interest in connection with an investment in the Class A Interests.

2.03  Illiquidity and Continued Economic Risk. Subscriber 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. Subscriber 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. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and understands all of the risk factors relating to the purchase of Securities.

2.04  Accredited Investor Status or Investment Limits. Subscriber represents that either:

(a)    Subscriber is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act; or, 

(b)   The Purchase Price set out below, on the signature page of this Subscription Agreement, together with any other amounts previously used to purchase Securities in this Offering, does not exceed ten percent (10%) of the greater of the Subscriber’s annual income or net worth. Subscriber 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. 

2.05  Additional Subscriber Information; Payment Information. Subscriber agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. Subscriber acknowledges that Subscriber’s responses to questions on the Platform (as defined in the Offering Circular) are true, complete and accurate in all respects. Payment information provided by Subscriber through the Platform is true, accurate and correct and such payment information shall be deemed to be a part of this Subscription Agreement as if, and to the same extent that, such information was set forth herein.

2.06  Company Information. Subscriber has read the Offering Circular filed with the SEC, including the section titled “Risk Factors.” Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber acknowledges that no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition. 

2.07  Neither the Company nor the Platform is an Investment Adviser. Subscriber understands that neither the Company nor the Platform is registered under the Investment Company Act of 1940 or the Investment Advisers Act of 1940.

2.08  Valuation. Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

2.09  Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page and provided on the Platform.

2.10  Power of Attorney. Any power of attorney of the Subscriber granted in favor of the Company contained in the Operating Agreement has been executed by the Subscriber in compliance with the laws of the state, province or jurisdiction in which such agreements were executed.

2.11  No Brokerage Fees. There are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. Subscriber will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

2.12  Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber 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 Subscription Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. 

2.13  Terms and Conditions of the Platform.  Subscriber acknowledges that it has read, understands and agrees to the terms and conditions, privacy policy and disclaimers on the Platform.

2.14  Transfer Restrictions.  Subscriber acknowledges and agrees that the Class A Interests are subject to restrictions on transfer as described in the Operating Agreement. The Class A Interests shall bear a digital or physical restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates or instruments):

THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFER PURSUANT TO THE COMPANY’S OPERATING AGREEMENT AND THE SUBSCRIPTION AGREEMENT PURSUANT TO WHICH THESE SECURITIES WERE ORIGINALLY SOLD. ANY PURPORTED TRANSFER IN VIOLATION OF SUCH PROVISIONS SHALL BE VOID, AB INITIO.

 ARTICLE III

SURVIVAL; INDEMNIFICATION

3.01  Survival; Indemnification. All representations, warranties and covenants contained in this Subscription Agreement and the indemnification contained herein shall survive (a) the acceptance of this Subscription Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

ARTICLE IV

MISCELLANEOUS PROVISIONS

4.01  Captions and Headings. The Article and Section headings throughout this Subscription Agreement are for convenience of reference only and shall in no way be deemed to define, limit or add to any provision of this Subscription Agreement. 

4.02  Notification of Changes. Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Subscription Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering.

4.03  Assignability. This Subscription Agreement is not assignable by Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modification, waiver or termination is sought. 

4.04  Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns. 

4.05  Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with the consent of the Company, until the consummation or termination of the Offering.

4.06  Entire Agreement; Amendment. This Subscription Agreement states the entire agreement and understanding of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written. No amendment of the Agreement shall be made without the express written consent of the parties. 

4.07  Severability. The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect any other provision hereof, which shall be construed in all respects as if such invalid or unenforceable provision were omitted. 

4.08  Notices. All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the Company (or that you submitted to us via the Platform). You shall send all notices or other communications required to be given hereunder to the Company via email at info@realstreetcapital.com, with a copy sent either certified mail or another traceable form of delivery to the Company at the following address:

REAL STREET BUILD-TO-RENT FUND I, LLC

9200 NW 39th Avenue

Suite 130-1002

Gainesville, FL 32606

Attention: Investor Relations

Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in the State of Florida are legally closed for business.

4.09  Counterparts. This Subscription Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. 

4.10  Digital Signatures. Digital (“electronic”) signatures, often referred to as an “e-signature”, enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Subscription Agreement’s electronic signature include your signing this Agreement below by typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Subscription Agreement will be available to both you and the Company, as well as any associated brokers, so they can store and access it at any time, and it will be stored and accessible on the Platform and hosting provider, including backups. You and the Company each hereby consents and agrees that electronically signing this Subscription Agreement constitutes your signature, acceptance and agreement as if actually signed by you in writing. Further, all parties agree that no certification authority or other third-party verification is necessary to validate any electronic signature; and that the lack of such certification or third-party verification will not in any way affect the enforceability of your signature or resulting contract between you and the Company. You understand and agree that your e-signature executed in conjunction with the electronic submission of this Subscription Agreement shall be legally binding and such transaction shall be considered authorized by you. By signing electronically below, you agree your electronic signature is the legal equivalent of your manual signature on this Subscription Agreement and you consent to be legally bound by this Subscription Agreement’s terms and conditions. Alternatively, you may opt-out of this provision by printing a copy of this Agreement, signing it manually and returning it to the Company and, if your subscription is accepted, the Company will manually countersign it and return a countersigned copy to you via email.

4.11  Consent to Electronic Delivery of Tax Documents. Please read this disclosure about how the Company will provide certain documents that it is required by the Internal Revenue Service (the “IRS”) to send to you (the “Tax Documents”) in connection with your Class A Interests. Tax Documents provide important information you need to complete your tax returns. Tax Documents include Form 1099 and/or Form K-1. Occasionally, the Company is required to send you CORRECTED Tax Documents. Additionally, the Company may include inserts with your Tax Documents. The Company is required to send Tax Documents to you in writing, which means in paper form. When you consent to electronic delivery of your Tax Documents, you will be consenting to delivery of Tax Documents, including corrected Tax Documents and inserts, electronically instead of in paper form. By executing this Subscription Agreement on the Platform, you are consenting in the affirmative that the Company may send Tax Documents to you electronically and acknowledging that you are able to access Tax Documents from the site. If you subsequently withdraw consent to receive Tax Documents electronically, a paper copy will be provided. Your consent to receive the Tax Documents electronically continues for every tax year until you withdraw your consent. You can withdraw your consent before the Tax Documents are furnished by mailing a letter including your name, mailing address, effective tax year, and indicating your intent to withdraw consent to the electronic delivery of Tax Documents to the Company at:

REAL STREET BUILD-TO-RENT FUND I, LLC

9200 NW 39th Avenue

Suite 130-1002

Gainesville, FL 32606

If you withdraw consent to receive Tax Documents electronically, a paper copy will be provided. You must keep your e-mail address current with the Company. You must promptly notify the Company of a change of your email address. If your mailing address, email address, telephone number or other contact information changes, you may also provide updated information by contacting the Company.

4.12  Electronic Delivery of Information. Subscriber and the Company each hereby agree that all current and future notices, confirmations and other communications regarding this Subscription Agreement, the Operating Agreement and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in this Subscription Agreement or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to (i) such communications being diverted to the recipients spam filters by the recipients email service provider, (ii) due to a recipient’s change of address, or (iii) due to technology issues by the recipients service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.

REAL STREET BUILD-TO-RENT FUND I, LLC
SUBSCRIPTION AGREEMENT SIGNATURE PAGE

IN WITNESS WHEREOF, Subscriber or its duly authorized representative has executed and delivered this Subscription Agreement by signing or clicking “I Agree” and has delivered the Purchase Price as of the date set forth above.

REAL STREET BUILD-TO-RENT FUND I, LLC

SUBSCRIPTION AGREEMENT SIGNATURE PAGE (CONTINUED)

SUBSCRIPTION ESCROW AGREEMENT

This ESCROW AGREEMENT (“Agreement”) is made and entered into as of December 1, 2023, by and among Real Street Build-to-Rent Fund I, LLC, a Delaware Limited Liability Company (the “Company”), Netshares Financial Services, LLC, a Delaware Limited Liability Company (the “Managing Broker-Dealer”) and EAST WEST BANK, a California chartered bank with trust powers (in its capacity as escrow holder, “Escrow Agent”).

RECITALS

This Agreement is being entered into in reference to the following facts:

(a)                  The Company intends to offer and sell to prospective investors (“Investors”), as disclosed in its offering materials, in a registered offering pursuant to the Securities Act of 1933, as amended, or exemption from registration under such act (i.e. Regulation A+, CF, D or S) (the “Offering”), the equity, debt, or other securities of the Company (the “Securities”) in the maximum of $25,000,000 (Twenty Five Million) (the “Maximum Offering Amount”) as described in the Company’s disclosure materials of the Subscription Agreement (as defined below) applicable to the Offering.

(b)                  The Maximum Offering Amount of $25,000,000 (Twenty-Five Million) may be increased one-time throughout the term of the escrow to a new Maximum Offering Amount of $50,000,000 (Fifty Million) (“Amended Maximum Offering Amount”) upon Escrow Agent’s notification from Company and Managing Broker Dealer in the form of a fully completed and executed Exhibit E.

(c)                  The term of the Offering will be 12 months and will conclude on December 1, 2024. Upon the approval of the Company and the Managing Broker Dealer, the escrow period may be extended one time to conclude on December 1, 2025.

(d)                  In connection with the Offering, the Company and Managing Broker-Dealer desire to establish an Escrow Account (as defined herein) on the terms and subject to the conditions set forth herein.

ARTICLE 1        -ESCROW FUNDS

1.1              Appointment of Escrow Agent. The Company hereby appoints the Escrow Agent to act as escrow holder for the Escrow Funds (as defined below) under the terms of this Agreement. The Escrow Agent hereby accepts such appointment, subject to the terms, conditions, and limitations hereof.

1.2              Establishment of Escrow. Immediately following the Escrow Agent’s execution of this Agreement, the Escrow Agent will open a non-interest bearing bank checking account with Escrow Agent (the “Escrow Account”) for the purpose of receiving and holding the proceeds of the Offering (net of any fees and/or holdbacks, the “Escrow Funds”); and

1.3              Payments.

(a)                  (a) Each Investor will be instructed by the Company and the Managing Broker-Dealer to pay a predetermined Payment as indicated on the applicable Subscription Agreement in the form of a credit card, check, wire transfer, or ACH payment payable to the order of “East West Bank, as Escrow Agent for Real Street Build-to-Rent Fund I, LLC.”. Following receipt of an Investor’s

Payment, the Managing Broker-Dealer will review (i) the Investor’s name, address, and total purchase price to be remitted for the Securities to be purchased by the Investor (the “Total Purchase Price”), and (ii) the Payment (together, the “Proposed Investments”). The Managing Broker-Dealer will advise the Company with respect to the Proposed Investments, pursuant to the Company’s engagement of the Managing Broker-Dealer.

(b)                  Upon the Company’s review and acceptance of the Proposed Investments, the Payments shall be automatically released to the Escrow Account as Escrow Funds, subject to any payment processing fees and / or holdbacks determined by the Managing Broker Dealer.

(c)                  Escrow Agent shall have no obligation to accept Escrow Funds or documents from any party other than the Investors, the Managing Broker-Dealer or the Company. Any checks that are made payable to a party other than the Escrow Agent shall be returned to the party submitting the check, and if received by the Company shall not be remitted to the Escrow Agent. Proceeds in the form of wire or other electronic funds transfers are deemed deposited into the Escrow Account and considered “Collected Funds” when received by the Escrow Agent. Any Payments tendered in the form of a check, draft or similar instrument are deemed deposited when the collectability thereof has been confirmed; after such time, such Payments are considered “Collected Funds.” The Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow Account. Should any check be deemed uncollectible for any reason, the Escrow Agent will notify the Company and Managing Broker Dealer of the amount of such return check, the name of the Investor, the reason for return, and return the check to the Investor.

(d)                  Escrow Agent will hold all Escrow Funds in escrow, free from any liens, claims or offsets, and such monies shall not become the property of the Company, the Investor, or the Managing Broker-Dealer, nor shall such monies become subject to the debts thereof or the debts of the Escrow Agent, unless and until the conditions set forth in these instructions to disbursement of such monies have been fully satisfied.

(e)                  The Escrow Funds shall be disbursed by the Escrow Agent from the Escrow Account by wire transfer to the appropriate payee(s) in accordance with the provisions of this Agreement.

(f)                   Escrow Agent shall not be required to take any action under this Section 1.3 or any other section hereof until it has received proper written instruction from the Company and the Managing Broker-Dealer. Such written instruction from the Company shall be signed by an Authorized Representative (as defined below) of the Company. Except as otherwise expressly contemplated herein, all parties hereby direct and instruct Escrow Agent to accept any payment or other instructions provided by the Company, and Escrow Agent shall have no duty or obligation to authenticate such payment or other instructions or the authorization thereof. The Escrow Agent shall not be required to release any funds that constitute Escrow Funds unless the funds represented thereby are Collected Funds.

1.4              Investments. All funds in the Escrow Account will be held by Escrow Agent in a non-interest bearing Checking Account at Escrow Agent. The Escrow Funds will not earn interest.

1.5              Cancellation of Subscriptions.

(a)                  The Company may cancel any Investor’s offer to purchase Securities (the “Subscription”), in whole or in part. If all or any portion of the Total Purchase Price for such rejected

or canceled Subscription has been delivered to the Escrow Agent, then the Managing Broker-Dealer will inform Escrow Agent in writing of the rejection or cancellation and will either refund through the Connect Account or instruct Escrow Agent to refund some or all of the Escrow Funds from the Escrow Account.

(b)                  All Subscriptions are irrevocable, and except as otherwise provided in the Investor’s Subscription Agreement (the “Subscription Agreement”), no such Investor will have any right to cancel or rescind its Subscription, except as required under the law of any jurisdiction in which the Offering is made. In the event of conflicting claims to any Escrow Funds, Escrow Agent may elect to interplead the monies in accordance with Section 3.6 of this Agreement.

ARTICLE 2        -DISBURSEMENT PROCEDURES

2.1              Disbursement of Proceeds. Escrow Agent shall hold and disburse the Escrow Funds in accordance with the following procedures:

(a)                  Subject to the provisions of Section 2.1(b) through Section 2.1(f), in the event Escrow Agent receives Collected Funds for the Minimum Offering prior to the termination of this Agreement, and for any point thereafter, and from time to time, promptly after the Escrow Agent’s receipt of written instructions from both the Company and the Managing Broker-Dealer in the form of Exhibit “A” attached hereto, the Escrow Agent shall disburse by wire transfer the principal amount of all Escrow Funds then held by Escrow Agent, or such lesser amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below)), in accordance with such written instructions. We refer to the date of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”. Escrow Funds shall be distributed within one (1) business day of the Escrow Agent’s receipt of such written instructions, which must be received by the Escrow Agent no later than 1:00 p.m. Central Standard time on a business day for the Escrow Agent to process such instructions that business day.

(b)                  Escrow Agent shall continue to accept deposits of additional Payments until a date (the “Final Closing Date”) which is the earlier of (i) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, that the Company has accepted Subscriptions for the Maximum Offering, or (ii) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, of the Company’s determination of a final closing date for receipt of Escrow Funds. Promptly from and after the Final Closing Date, the Escrow Agent shall return directly to the Investor, the principal amount of any Escrow Funds received by the Escrow Agent after the Final Closing Date and shall cease to accept any additional Escrow Funds.

(c)                  If the Company and the Managing Broker-Dealer give written notice to the Escrow Agent of the termination or withdrawal of the Offering, in the form of Exhibit “B” attached hereto, then promptly after such notification, the Escrow Agent shall return, as a complete distribution, each Investor’s Escrow Funds, without deduction, penalty, or expense to Investor in the same method as the Investor caused payment pursuant to Section 1.3(a); provided, however, that to the extent an Investor’s Escrow Funds were received by Escrow Agent from a qualified intermediary, such funds shall be returned to such qualified intermediary. In the event of the termination of the Offering pursuant to this Section 2.1(c), the Escrow Funds shall not under any circumstance be returned to the Managing Broker-Dealer or the Company. The Company represents, warrants, and agrees that the Escrow Funds returned

to each Investor (or to such Investor’s qualified intermediary) are and shall be free and clear of any and all claims of the Company and its creditors.

(d)                  If an Investor is entitled to terminate its Subscription, or the Company rejects such Subscription, for which the Escrow Agent has received Escrow Funds, the Escrow Agent shall, upon a written instruction signed by an Authorized Representative of each of the Company and Managing Broker-Dealer, promptly return directly to such Investor that portion of the Escrow Funds associated with of such Investor and specified in the written instruction. If the Escrow Agent has not yet collected funds but has submitted the Investor’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Investor’s payment to such Investor after such funds have been collected.

(e)                  If any date that is a deadline under this Agreement for giving the Escrow Agent notice or instructions or for the Escrow Agent to take action is not a business day, then such date shall be the business day that immediately precedes such date. A “business day” is any day other than a Saturday, Sunday or any other day on which banking institutions located in the state of Missouri, are authorized or obligated by law or executive order to close.

ARTICLE 3        - GENERAL ESCROW PROCEDURES

3.1              Accounts and Records. Escrow Agent shall keep accurate books and records of all transactions hereunder. The Company, Managing Broker Dealer, and Escrow Agent shall each have reasonable access to one another’s books and records concerning the Offering, the Escrow Account, and the investors. An investor list shall be provided by Managing Broker-Dealer or by FINRA Registered Funding Platform, if Company and Managing Broker Dealer are using a FINRA Registered Funding Platform. An investor list shall include the name, investor number (if applicable), address, and date of birth of each investor along with the amount being invested. Upon final disbursement of the Escrow Funds, the Escrow Agent shall deliver to the Company a complete accounting of all transactions relating to the Escrow Account.

3.2              Duties. Escrow Agent’s duties and obligations hereunder shall be determined solely by the express provisions of this Agreement. Escrow Agent’s duties and obligations are purely ministerial in nature, and nothing in this Agreement shall be construed to give rise to any fiduciary obligations of the Escrow Agent with respect to the Investors or to the other parties to this Agreement. Without limiting the generality of the foregoing, the Escrow Agent is not charged with any duties or responsibilities with respect to any documentation associated with the Offering and shall not otherwise be concerned with the terms thereof. The Escrow Agent shall not be required to notify or obtain the consent, approval, authorization, or order of court or governmental body to perform its obligations under this Agreement, except as expressly provided herein. The parties agree that Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder.

3.3              Liability Limited. Escrow Agent shall not be liable to anyone whatsoever by any reason of error of judgment or for any act done or step taken or omitted by them in good faith or for any mistake of fact or law or for anything which they may do or refrain from doing in connection herewith unless caused by or arising out of their own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for any indirect, special, consequential damages, or punitive damages. Escrow Agent shall have no responsibility to ensure anyone’s compliance with any securities laws in connection with the Offering, and Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any other agreements or arrangements.

3.4              Fees. The Company shall pay the Escrow Agent the fees based on the fee schedules attached hereto as Exhibits “C”. In addition, the Company shall be obligated to reimburse the Escrow Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorneys’ fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. Escrow Agent is hereby authorized by the Company to deduct any fees not timely paid, and any unpaid fees before final distribution of the Escrow Fund, from the Escrow Fund. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any closing, the Escrow Agent shall advise the Company and the Company shall direct all such amounts to be paid directly at any such closing.

3.5              Exculpation. Escrow Agent’s duties hereunder shall be strictly limited to the safekeeping of monies, instruments or other documents received by the Escrow Agent and any further responsibilities expressly provided in this Agreement. The Escrow Agent will not be liable for:

(a)                  the genuineness, sufficiency, correctness as to form, manner or execution or validity of any instrument deposited in the Escrow, nor the identity, authority or rights of any person executing the same;

(b)                  any misrepresentation or omission in any documentation associated with the Offering or any failure to keep or comply with any of the provisions of any agreement, contract, or other instrument referred to therein; or

(c)                  the failure of the Managing Broker-Dealer or Investor to transmit, or any delay in transmitting, any Investor’s Total Purchase Price to the Escrow Agent.

3.6              Interpleader. If (i) conflicting demands are made or notice served upon the Escrow Agent with respect to the escrow or (ii) the Escrow Agent is otherwise uncertain as to its duties or rights hereunder, then the Escrow Agent shall have the absolute right at its election to do either or both of the following:

(a)                  withhold and stop all further proceedings in, and performance of, this Agreement; or

(b)                  file a suit in interpleader and obtain an order from the court requiring the parties to litigate their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent shall be fully released from any obligation to perform any further duties imposed upon it hereunder, and the Company shall pay the Escrow Agent actual costs, expenses and reasonable attorney’s fees expended or incurred by Escrow Agent, the amount thereof to be fixed and a judgment thereof to be rendered by the court in such suit.

3.7              Indemnification and Contribution. The Company (each, an “Indemnifying Party”) jointly and severally agree to defend, indemnify and hold Escrow Agent and its affiliates and their respective directors, officers, agents (“Indemnified Parties”) harmless from and against all costs, damages, judgments, attorneys’ fees, expenses, obligations and liabilities of any kind or nature (“Damages”) to the fullest extent permitted by law, from and against any Damages or liabilities related to or arising out of this Agreement which the Indemnified Parties may reasonably incur or sustain in connection

with or arising out of the escrow or this Agreement and will reimburse the Indemnified Parties for all expenses (including attorneys’ fees) as they are incurred by the Indemnified Parties in connection with investigating, preparing or defending any such action or claim whether or not in connection with pending or threatened litigation in which the Indemnified Parties is or are a party; provided, however, the Indemnifying Party will not be responsible for Damages or expenses which are finally judicially determined to have resulted from an Indemnified Party’s gross negligence or willful misconduct. The provisions of this section shall survive the termination of this Agreement and any resignation of the Escrow Agent.

3.8              Compliance with Orders. If at any time Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Funds (including but not limited to orders of attachment or any other forms of levies or injunctions or stays relating to the transfer of the Escrow Funds), Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

3.9              Resignation.

(a)               Escrow Agent may resign as escrow holder hereunder upon fourteen (14) days prior written notice to the Company and shall thereupon be fully released from any obligation to perform any further duties imposed upon it hereunder. Company and Managing Broker Director shall promptly appoint a successor escrow agent. The Escrow Agent will transfer all files and records relating to the Escrow and Escrow Account to any successor escrow holder mutually agreed to in writing by Company and Managing Broker Director upon receipt of a copy of the executed escrow instructions designating such successor. If Company and Managing Broker Director have failed to appoint a successor escrow agent prior to the expiration of fourteen (14) calendar days following the delivery of such notice of resignation from Escrow Agent, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon Company and Managing Broker Director. Company and Managing Broker Director shall be jointly and severally liable for Escrow Agent’s costs and expenses including attorneys incurred in such proceeding.

(b)               In the case of a resignation of the Escrow Agent, the Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. The successor escrow agent appointed by Company and Managing Broker Director shall execute, acknowledge and deliver to the Escrow Agent and the other parties an instrument in writing accepting its appointment hereunder. Thereafter, the Escrow Agent shall deliver all of the then-remaining balance of the Escrow Funds, less any expenses then incurred by and unpaid to the Escrow Agent, to such successor escrow agent in accordance with the joint written direction of Company and Managing Broker Director and upon receipt of the Escrow Funds, the successor escrow agent shall be bound by all of the provisions of this Agreement.

3.10          Filings and Resolution. Concurrently or prior to the execution and delivery of this Agreement, the Company shall deliver to the Escrow Agent a copy of its certificate of formation or other charter documents.

3.11          Authorized Representatives. The Company hereby identifies to Escrow Agent the officers, employees or agents designated on Schedule I attached hereto as an authorized representative (each, an “Authorized Representative”) with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to Escrow Agent. Schedule I may be amended and updated by written notice to Escrow Agent. Escrow Agent shall be entitled to rely on such original or amended Schedule I with respect to any party until a new Schedule I is furnished by such party to Escrow Agent. The Managing Broker-Dealer hereby agrees that any of its officers, employees or agents shall have authority to sign any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to Escrow Agent.

3.12          Term. The term of this Agreement shall commence as of the date first above written and shall end on the date that all funds in the Escrow Account are disbursed pursuant to this Agreement and all reporting obligations specified herein have been satisfied.

3.13          Identification Number. The Company represents and warrants that (a) its Federal tax identification number (“TIN”) specified on the signature page of this Agreement underneath its signature is correct and is to be used for 1099 tax reporting purposes, and (b) it is not subject to backup withholding. The Company shall provide the Escrow Agent with the TIN and verification that the person or entity is not subject to backup withholding for any person or entity to whom interest is paid on any of the Proceeds, if applicable. Such verification may be evidenced by providing the Escrow Agent a Subscription Agreement containing appropriate language or a copy of a W-9.

3.14          Reliance. When Escrow Agent acts on any communication (including, but not limited to, communication with respect to the transfer of funds) sent by electronic transmission, Escrow Agent, absent gross negligence or willful misconduct, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of the party involved or is not in the form the party involved sent or intended to send (whether due to fraud, distortion or otherwise). Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from Escrow Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company and the Managing Broker-Dealer agree to assume all risks arising out of the use of such electronic transmission to submit instructions and directions to Escrow Agent, including without limitation the risk of Escrow Agent acting on unauthorized instructions, and the risk or interception and misuse by third parties.

3.15          Force Majeure. Escrow Agent shall not incur liability for not performing any act or not fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, pandemic or public health emergency, any act of God or war, terrorism or the unavailability of the Federal Reserve Bank or other wire or communication facility).

ARTICLE 4        - GENERAL PROVISIONS

4.1              Notice. Any notice, request, demand or other communication provided for hereunder to be given shall be in writing and shall be delivered personally, by certified mail, return receipt requested, postage prepaid, or by transmission by a telecommunications device (including email), and shall be effective (a) on the day when personally served, including delivery by overnight mail and courier

service, (b) on the third business day after its deposit in the United States mail, and (c) on the business day of confirmed transmission by telecommunications device (including email). The addresses of the parties hereto (until notice of a change thereof is served as provided in this Section 4.1) shall be as follows:

To the Managing Broker-Dealer: To the Company:

Attn: David Lee Attn: David Rasmussen

Phone: 800.216.0360 Mobile: (312) 953-7856

Mobile: 832.330.7795

Email: dlee@netshares.com Email: daverasmussen51@gmail.com

To Escrow Agent:

East West Bank

Attn: Specialized Deposit Services, Escrow

Email: scott.armstrong@eastwestbank.com

Address: 9090 Katy Fwy., 3rd Fl.

Houston, TX 77024

with a copy to: Legal Department via email

4.2              Amendments. Except as otherwise permitted herein, this Agreement may be modified only by a written amendment signed by the parties hereto, and no waiver of any provision hereof will be effective unless expressed in a writing signed by the parties hereto.

4.3              Wiring Instructions. In the event fund transfer instructions are given, such instructions must be communicated to Escrow Agent in writing delivered pursuant to Section 4.1. Escrow Agent shall seek confirmation of such instructions by telephone call-back to an Authorized Representative (in the case of the Company) or other authorized person, and Escrow Agent may rely upon the confirmations of anyone purporting to be the Authorized Representative or other authorized person so designated. Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Agreement acknowledge that such security procedure is commercially reasonable.

4.4              Notifications

(a)                  . The Escrow Agent may, but need not, honor and follow instructions, amendments or other orders (“orders”) which shall be provided by telephone facsimile transmission (“faxed”) to the Escrow Agent in connection with this Agreement and may act thereon without further inquiry and regardless of whom or by what means the actual or purported signature of the Company may have been affixed thereto if such signature in Escrow Agent’s sole judgment resembles the signature of the Company. The Company indemnifies and holds the Escrow Agent free and harmless from any and all liability, suits, claims or causes of action which may arise from loss or claim of loss resulting from any forged, improper, wrongful or unauthorized faxed order. The Company shall pay all actual attorney fees and costs reasonably incurred by the Escrow Agent (or allocable to its in-house counsel), in connection with said claim(s).

(b)                  Furthermore, all parties hereby agree that all current and future notices, confirmations and other communications regarding this Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth above or, solely with regards to business in the normal course, as otherwise from time to time changed or updated, directly by the party changing such information, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically-sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients’ spam filters by the recipients email service provider or technology, or due to a recipients’ change of address, or due to technology issues by the recipients’ service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received.

4.5              Assignment. Except as permitted in this Section 4.5, neither this Agreement nor any rights or obligations hereunder may be assigned by any party hereto without the express written consent of each of the other parties hereto. This Agreement shall inure to and be binding upon the parties hereto and their respective successors, heirs and permitted assigns. Any corporation into which Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which Escrow Agent will be a party, or any corporation succeeding to all or substantially all the business of Escrow Agent will be the successor of Escrow Agent hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

4.6              USA PATRIOT Act. The Company shall provide to Escrow Agent such information as Escrow Agent may reasonably require to permit Escrow Agent to comply with its obligations under the federal USA PATRIOT Act (Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001). Escrow Agent shall not make any payment of all or a portion of the Escrow Fund, to any person unless and until such person has provided to Escrow Agent such documents as Escrow Agent may require to permit Escrow Agent to comply with its obligations under such Act. Further, Company represents and warrants to Escrow Agent that it is not a hedge fund. If Company is a hedge fund that is not sponsored by a registered investment advisor, the Company agrees to enter into the form of Due Diligence Agreement provided by Escrow Agent.

4.7              Termination. This Agreement shall terminate when all the Escrow Funds have been disbursed or returned in accordance with the provisions of this Agreement.

4.8              Time of Essence. Time is of the essence of these and all additional or changed instructions.

4.9              Counterparts. This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and said counterparts together shall constitute one and the same instrument.

4.10          Governing Law and Jurisdiction. This Agreement shall be governed by, and shall be construed according to, the laws of the State of Missouri. The parties hereby irrevocably submit to the exclusive jurisdiction of the state courts of St. Louis County, Missouri or, if proper subject matter jurisdiction exists, the United States District Court for the Eastern District of Missouri, in any action or proceeding arising out of or relating to this Agreement. Each party hereto further irrevocably consents to the service of any complaint, summons, notice or other process relating to any such action or proceeding by delivery thereof to it by hand or by registered or certified mail, return receipt requested, in the manner provided for herein. Each party hereto hereby expressly and irrevocably waives any claim or defense in any such action or proceeding based on improper venue or forum non conveniens or any similar basis.

4.11          Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY EXPRESSLY, INTENTIONALLY, AND DELIBERATELY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE (EACH, A “CLAIM”). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. In the event that the waiver of jury trial set forth in the previous sentence is not enforceable under the law applicable to this Agreement, the parties to this Agreement agree that any Claim, including any question of law or fact relating thereto, shall, at the written request of any party, be determined by judicial reference pursuant to Missouri law.  The parties shall select a single neutral referee, who shall be a retired state or federal judge.  In the event that the parties cannot agree upon a referee, the court shall appoint the referee. The referee shall report a statement of decision to the court. Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral or obtain provisional remedies. The parties shall bear the fees and expenses of the referee equally, unless the referee orders otherwise. The referee shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. The parties acknowledge that if a referee is selected to determine the Claims, then the Claims will not be decided by a jury.

4.12          Use of Name. The Company will not make any reference to East West Bank in connection with the Offering except with respect to its role as Escrow Agent hereunder, and in no event will the Company state or imply the Escrow Agent has investigated or endorsed the Offering in any manner whatsoever.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement pursuant to due authority as of the date set forth above.

Company:

Real Street Build-to-Rent Fund I, LLC

_________________________

By: David Rasmussen

Its: President, Acquisition &Finance

Tax ID: 93-1840552

Managing Broker Dealer:

Netshares Financial Services, LLC

_________________________

By: David Lee

Its: Managing Member

Tax ID:84-4756186

Escrow Agent:

East West Bank

By: _______________________________

Name: Scott Armstrong

Its: SVP Director of Specialty Deposits

EXHIBIT A

DISBURSEMENT NOTICE

DISBURSEMENT OF OFFERING PROCEEDS

To the Escrow Agent:

East West Bank, Escrow

Attn: Specialized Deposit Services

[DATE]

Re: Escrow Account No. BTR-0552

Dear Escrow Agent:

1.       Reference is made to that certain Escrow Agreement dated as of December 1, 2023, by and among Real Street Build-to-Rent Fund I, LLC, a Delaware Limited Liability Company (the “Company”), Netshares Financial Services, LLC, a Delaware Limited Liability Company (the “Managing Broker-Dealer”) and EAST WEST BANK, a California chartered bank with trust powers (in its capacity as escrow holder, “Escrow Agent”). All terms used but not defined herein shall have the respective meanings given such terms in the Escrow Agreement.

2. The Company hereby certifies that the Company has received and accepted subscriptions with gross proceeds of at least $ .

3. You are hereby directed to disburse Escrow Funds in the amount of $ to the Company as follows: .

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this statement as of the date first hereinabove set forth.

Company:

Real Street Build-to-Rent Fund I, LLC

_________________________

By: David Rasmussen

Its: President, Acquisition &Finance

Tax ID: 93-1840552

Managing Broker Dealer:

Netshares Financial Services, LLC

_________________________

By: David Lee

Its: Managing Member

Tax ID:84-4756186

Escrow Agent:

East West Bank

By: _______________________________

Name: Scott Armstrong

Its: SVP Director of Specialty Deposits

EXHIBIT B

DISBURSEMENT NOTICE TERMINATION

To the Escrow Agent:

East West Bank

Attn: Specialized Deposit Services, Escrow

[DATE]

Re: Escrow Account No. BTR-0552

Dear Escrow Agent:

1.                Reference is made to that certain Escrow Agreement dated as of December 1, 2023, by and among Real Street Build-to-Rent Fund I, LLC, a Delaware Limited Liability Company (the “Company”), Netshares Financial Services, LLC, a Delaware Limited Liability Company (the “Managing Broker-Dealer”) and EAST WEST BANK, a California chartered bank with trust powers (in its capacity as escrow holder, “Escrow Agent”). All terms used but not defined herein shall have the respective meanings given such terms in the Escrow Agreement.

2.       The Company has terminated the Offering prior to the disbursement of offering proceeds pursuant to Section 2.1(d) of the Escrow Agreement.

3.       You are hereby directed to disburse the Escrow Funds to the subscribers in accordance with Section 2.1(c) of the Escrow Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this statement as of the date first hereinabove set forth.

Company:

Real Street Build-to-Rent Fund I, LLC

_________________________

By: David Rasmussen

Its: President, Acquisition &Finance

Tax ID: 93-1840552

Managing Broker Dealer:

Netshares Financial Services, LLC

_________________________

By: David Lee

Its: Managing Member

Tax ID:84-4756186

Escrow Agent:

East West Bank

By: _______________________________

Name: Scott Armstrong

Its: SVP Director of Specialty Deposits

EXHIBIT C

ESCROW AGENT SCHEDULE OF FEES

Acceptance Fee: $ 0.00

Administration Fee (12-months): $ 1,500.00

Check Preparation and Mailing $ 10.00 each

1099 Preparation and Reporting $ 10.00 each ($250 annual minimum if any 1099s required)

Third Party Legal Review $ 450.00 per hr.

Any out-of-pocket expenses, and extraordinary fees or expenses, such as attorneys’ fees or messenger costs, of East West Bank are additional, are not included in the above schedule, and will be invoiced when incurred.

NOTE: All other standard bank fees apply. Please see current fee schedule for a summary of all bank fees.

*Escrow fees due upon account opening. Disbursement fees may apply

The Escrow Account Servicing Fee, if not paid at the time of final disbursement of the funds, may be debited by Escrow Agent from the balance remaining in the Escrow Account upon final disbursement of the funds.

SCHEDULE I

ESCROW ACCOUNT SIGNING AUTHORITY

Authorized Representative(s) of Company

The undersigned certifies that each of the individuals listed below is an authorized representative of the Company with respect to any instruction or other action to be taken in connection with the Escrow Agreement and East West Bank shall be entitled to rely on such list until a new list is furnished to East West Bank.

The undersigned further certifies that he or she is duly authorized to sign this Escrow Account Signing Authority.

Signature: _________________________ **

Name:

Its:

Date:

**To be signed by corporate secretary/assistant secretary. When the secretary is among those authorized above, the president must sign in the additional signature space provided below. For entities other than corporations, an authorized signatory not signing above should sign this Escrow Account Signing Authority.

(Additional signature, if required)

Signature: _________________________

Name:

Its:

Date:

EXHIBIT E

NOTICE TO INCREASE MAXIMUM OFFERING AMOUNT

To the Escrow Agent:

East West Bank

Attn: Specialized Deposit Services, Escrow

[DATE]

Re: Escrow Account No. BTR-0552

Dear Escrow Agent:

1.                Reference is made to that certain Escrow Agreement dated as of December 1, 2023, by and among Real Street Build-to-Rent Fund I, LLC, a Delaware Limited Liability Company (the “Company”), Netshares Financial Services, LLC, a Delaware Limited Liability Company (the “Managing Broker-Dealer”) and EAST WEST BANK, a California chartered bank with trust powers (in its capacity as escrow holder, “Escrow Agent”). All terms used but not defined herein shall have the respective meanings given such terms in the Escrow Agreement.

2. The Company hereby certifies that the Company has received and accepted subscriptions with gross proceeds of at least $ .

3.       The Company and Managing Broker-Dealer have elected to increase the Maximum Offering Amount from $25,000,000 to (Twenty Five Million) $50,000,000 to (Fifty Million) (the “Amended Maximum Offering Amount”) as described in the Company’s disclosure materials of the Subscription Agreement (as defined previously) applicable to the Offering.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this statement as of the date first hereinabove set forth.

Company:

Real Street Build-to-Rent Fund I, LLC

_________________________

By: David Rasmussen

Its: President, Acquisition &Finance

Tax ID: 93-1840552

Managing Broker Dealer:

Netshares Financial Services, LLC

_________________________

By: David Lee

Its: Managing Member

Tax ID:84-4756186

Escrow Agent:

East West Bank

By: _______________________________

Name: Scott Armstrong

Its: SVP Director of Specialty Deposits

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation in this Regulation A Offering Statement under the Securities Act of 1933 of REAL STREET BUILD-TO-RENT FUND, LLC on Form 1-A, of our report dated August 9, 2023 with respect to our audit of the financial statements of REAL STREET BUILD-TO-RENT FUND, LLC as of July 31, 2023 and for the period from June 12, 2023 (inception) to July 31, 2023, which report is included in this Registration Statement.

/s/ Assurance Dimensions

Certified Public Accountants

Tampa, Florida

October 18, 2023