Rayven

The Company is reliant on Owen Barrett and Chris Pomerleau; loss of either would be difficult to replace and could materially harm business operations and ability to pay the Notes.

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

The Operating Agreement requires members to waive fiduciary duties beyond good faith and fair dealing. The Voting Members and Manager are explicitly permitted to use the investor list from this offering to market competing interests in other entities.

“The members acknowledge that the Voting Members and Manager have participated in the marketing of the membership interest offering and the Regulation A Offering and may in the future sponsor or organize entities that seek to acquire properties and undertake activities that may compete with the Company or otherwise deal with commercial real estate. The Members acknowledge that the Voting Members and Manager have an interest in and may utilize the list of investors in the Company under the membership interest Offering and the Regulation A Offering in marketing membership interests, stock, debt or other securities in connection with the marketing of interests in connection with such activities.”

The Manager is entitled to fees regardless of fund performance and may modify the Management Agreement unilaterally to increase its compensation. Manager principals may compete with the fund for investments and are not required to devote full time to the Company.

“the Manager is entitled to a quarterly 0.175% fund management fee and a monthly 2% asset management fee, which are payable on all assets in our portfolio, including any investments acquired through debt financing, and a 2% acquisition fee, payable on the purchase price of acquired properties. As a result, the Manager may have an incentive to seek debt financing in order to increase assets under management and earn the increased asset management fee”