RAYVEN PROPERTIES, LLC

A performance- or transaction-linked fee paid above the waterfall reaches the GP before the LP's distribution priorities run, eroding the pool the pref + return-of-capital draw from. Routine asset-management fees above the line are normal; a disposition/promote-flavored fee there is a leak worth pricing.

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

The arbitration provision references 'Section 13 of our Investor Purchase Agreement' and 'purchasing shares', but this is a Notes (not share) offering and the governing document is elsewhere called the 'Promissory Note Investor Agreement' / 'Note Purchase Agreement', creating ambiguity about which agreement binds investors.

“By purchasing shares in this Offering, unless you opt-out in accordance with the terms of the Promissory Note Investor Agreement, you agree to be bound by the arbitration, jury waiver and class action waiver provisions contained in Section 13 of our Investor Purchase Agreement to be used for subscriptions on this offering.”

In the Use of Proceeds table the 100%-sold working-capital figure is malformed: it prints a decimal point instead of a thousands comma and carries a stray close-paren ('$ 3.250,000 )'); the intended value is $3,250,000 (5% of $65,000,000 net proceeds).

“Working Capital and General Corporate Purposes (1) $ 750,000 $ 1,625,000 $ 2,500,000 $ 3.250,000 )”

The date of the Offering Circular is shipped unfilled — the day and month are blank, leaving only the year.

“The date of this Offering Circular is , 2023”

The offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.

The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.

The offering documents don't answer a standard institutional DDQ question (Structure). An allocator will ask this directly — the GP should be ready with an answer.

The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.