Landa

The Manager has limited real estate experience and track record. Loss of key personnel of Landa Holdings could have a material adverse effect on the ability to execute the business plan; all officers are at-will employees.

“The Manager has limited experience and track record in real estate operations. The results of operations of each Series will depend on the Manager's ability to operate, lease and maintain such properties profitably. The Manager has limited experience in real estate operations.”

The Manager has limited experience and track record in real estate operations. Success depends on retaining key personnel of Landa Holdings. At-will employees may terminate at any time. Failure to attract or retain qualified staff could materially adversely affect operations.

“The Manager has limited experience and track record in real estate operations. The results of operations of each Series will depend on the Manager's ability to operate, lease and maintain such properties profitably. The Manager has limited experience in real estate operations. If the Manager manages the Property or a Series ineffectively, the ability of such Series to generate revenue and its results of operations may be adversely affected.”

Members are subject to mandatory binding arbitration for all claims, including federal securities law claims. Class action, representative, and collective proceedings are prohibited. Members waive their right to a jury trial.

“This Arbitration Provision applies to claims under the US federal securities laws and to all claims that that are related to the Company... 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.”

Independent auditors identified a material weakness in internal control over financial reporting. Management is taking steps to remediate but cannot assure timely or complete remediation.

“Our independent auditors identified a material weakness in our internal controls in connection with the preparation of our financial statements, which management is taking steps to remediate.”

Independent auditors identified a material weakness in internal controls over financial reporting. No assurance remediation will be successful or timely.

“Our independent auditors identified a material weakness in our internal controls in connection with the preparation of our financial statements, which management is taking steps to remediate. See 'Management's Discussion and Analysis of Financial Condition and Results of Operations-Material Weakness in Internal Controls' for more information. There can be no assurance that any measures taken will remediate the identified material weakness, nor can there be any assurance as to how quickly management will be able to remediate the weakness.”

Members waive their rights to inspect Company books and records, member lists, and other information under Delaware Act Section 18-305. The Manager controls what information members may access in its sole and absolute discretion.

“Members hereby waive, to the fullest extent permitted by law, their rights to request to review and obtain information relating to and maintained by the Company, including, but not limited to, names and contact information of Members, information listed in Section 18-305 of the Delaware Act and any other information deemed to be confidential by the Company in its sole discretion.”

Each Series acquires its Property from Landa Properties LLC (a Manager affiliate) via a 100%-financed related-party Acquisition Note. Acquisition price, Acquisition Fee, and management terms were not determined at arm's length. Manager is simultaneously creditor and property manager.

“The acquisition of the properties by the Series were not, or will not be, arm's length transactions. Each Series treated, or will treat, its acquisition as a transaction between entities under common control per Accounting Standards Codification ('ASC') 805-50 and recorded, or will record, the transaction at its carryover basis.”

The operating agreement expressly permits Conflicts of Interest (transactions between the Sponsor, Manager, or their Affiliates on one hand and the Company on the other) so long as the Manager deems them fair and reasonable, with no independent approval mechanism required.

“The Members hereby acknowledge and agree that the Company may engage in one or more transaction involving a Conflict of Interest that are, in the Manager's opinion, fair and reasonable to the Company.”

The Manager and its officers, directors, and Affiliates are expressly permitted to engage in outside business interests and activities that compete directly with the Company, and have no obligation to present business opportunities to the Company.

“It shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of the Manager or its officers and directors or Affiliates of the Manager or its officers and directors (other than any express obligation contained in any agreement to which such Person and the Company are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company. Neither the Manager nor its officers and directors shall have any obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company”

Manager (Landa Holdings) manages multiple competing series LLCs (Landa App LLC, Landa App 2 LLC, Landa App 3 LLC) and is also a creditor and fee recipient for each Series, creating conflicts of interest that could result in decisions not in the best interest of any particular Series.

“The Manager may have a conflict of interest as it manages multiple Series, the Company, and an affiliate company of ours that leases residential properties and has a financial interest in certain agreements of the Series, any of which could result in the Manager not acting in the best interest of a particular Series.”

Landa Holdings manages multiple competing series LLC companies (Landa App 2 LLC and Landa App 3 LLC) and may manage additional affiliates, creating conflicts of interest. Manager receives fees from each Series and is a creditor, creating incentive misalignment.

“Since the Manager receives compensation from each Series, and is a creditor to each Series, there are potential conflicts of interest that may affect the decision-making of the Manager as it manages each Series and the Company. For example, it may be in the best interest of the Manager for its personnel to focus more time rendering services to certain Series as opposed to others. In addition, the Manager manages Landa App 2 LLC and Landa App 3 LLC, which also lease properties in the United States, and offers membership interests in series that hold, either directly or indirectly, title to residential rental properties though the Landa Mobile App, pursuant to Regulation A.”

Manager (Landa Holdings) simultaneously manages Landa App LLC (a competing Series LLC) and other affiliate entities, creating conflicts of interest. Manager compensation from each Series and its role as creditor to each Series create further conflicts. Manager personnel are not required to devote specific time to any Series.

“The Manager may have a conflict of interest as it manages multiple Series, the Company, and an affiliate company of ours that leases residential properties and has a financial interest in certain agreements of the Series, any of which could result in the Manager not acting in the best interest of a particular Series. Since the Manager receives compensation from each Series, and is a creditor to each Series, there are potential conflicts of interest that may affect the decision-making of the Manager as it manages each Series and the Company.”

Each Series' Operating Agreement limits Manager liability to gross negligence, willful misconduct, fraud, or material misrepresentation determined by final adjudication. Members contractually waive all fiduciary duty claims except specific Operating Agreement breaches. Manager has only contractual (not fiduciary) relationship with members.

“The Manager maintains a contractual, as opposed to a fiduciary, relationship with the members in each Series. Under the terms of each Series' Operating Agreement, neither the Manager nor any director, officer, or employee of the Manager will be liable to the Series or any of its members for acts or omissions performed in accordance with and pursuant to the Series' Operating Agreement, except by reason of acts or omissions constituting gross negligence, willful misconduct, fraud, material misrepresentation or material violation, as determined by final adjudication.”

The Company and Manager have no conflicts of interest policy or conflicts resolution policy. All compensation to the Manager was not determined at arm's length. Investors must rely solely on the Manager's duty of good faith and fair dealing.

“The Company has not adopted, and does not intend to adopt in the future, either a conflicts of interest policy or a conflicts resolution policy. None of the compensation payable to the Manager during the acquisition of the Properties or for ongoing property management was determined by arms' length negotiations. You must rely upon the duties of the Manager of good faith and fair dealing to protect your interests, as qualified by the Operating Agreement.”

All property acquisitions and fee arrangements between each Series and the Manager (Landa Holdings) were not negotiated at arm's length. Manager charges Acquisition Fees and Monthly Management Fees whose terms were set unilaterally; Manager is also a creditor to each Series via Acquisition Notes.

“These fees and expenses payable by the Series to the Manager and its affiliates were not determined on an arm's length basis.”

All eight Properties were acquired by Landa Properties LLC (wholly owned subsidiary of Manager Landa Holdings) and transferred to each Series via related-party Acquisition Notes. The transactions were not arm's-length. All fees (Acquisition Fee, Monthly Management Fee, Property Diligence Expenses, Reserve funding) are paid to the Manager or affiliates and were not determined by arm's-length negotiations.

“The acquisition of the properties by the Series were not, or will not be, arm's length transactions. Each Series will treat its acquisition as a transaction between entities under common control per Accounting Standards Codification ('ASC') 805-50 and expects to record the transaction at its carryover basis.”

Each Series acquires its Property from Landa Properties LLC, a wholly-owned affiliate of the Manager, in a transaction not at arm's length. Properties were not leased to tenants prior to acquisition, limiting historical financial performance data.

“The acquisition of the properties by the Series were not, or will not be, arm's length transactions. Each Series treated, or will treat, its acquisition as a transaction between entities under common control per Accounting Standards Codification ('ASC') 805-50 and recorded, or will record, the transaction at its carryover basis.”