RealyInvest

The Manager has only two named officers (Jeffrey and Susan Beebe, who are husband and wife). The Manager entity itself has no significant operating history, having only been formed in 2019. Loss of either key person could materially harm operations.

“The Manager itself has no track record and is relying on the experience of the individual officers, directors and advisors of the Holdings. ... the Manager and Property Manager as entities have only been in existence since 2019, and are early-stage startup companies, they have no significant operating history.”

The Credit Facility used to acquire properties is provided by Realy Finance, LLC, an entity owned by the same parent (Realy Holdings) as the Manager. Terms are not negotiated at arm's length and bear interest at the dividend rate of the Series.

“Finance will provide advances under a credit facility secured by real estate to series of the Company. The credit facility will bear interest at a rate equated to the dividend rate on such real estate. Interest is payable monthly. Proceeds from the offering of membership interests will be used to repay advances from the credit facility. Any remaining balance owing on the credit facility can be converted to membership interests in the Series or carried as debt at the discretion of Finance.”

The Manager, Holdings, and their principals are permitted to pursue other real estate investment opportunities similar to those offered by the Company, including for their own accounts, without obligation to disgorge profits or fees.

“the Manager, Holdings, and their respective principals and/or affiliates are offering, and may continue to originate and offer, other real estate investment opportunities, similar to this offering and may make investments in real estate assets for their own respective accounts, whether or not competitive with our business”

The Company has not adopted and does not intend to adopt a conflicts of interest policy or conflicts resolution policy, and the Operating Agreement eliminates fiduciary duties of the Manager.

“We do not have a conflicts of interest policy. The Company, the Manager and their affiliates will try to balance the Company's interests with their own. However, to the extent that such parties take actions that are more favorable to other entities than the Company, these actions could have a negative impact on the Company's financial performance and, consequently, on distributions to Investors and the value of the Shares. 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.”

The Company's legal counsel simultaneously represents the Manager, Realy Holdings, and all other Realy-affiliated entities. In the event of an irreconcilable conflict, counsel may represent the Realy Parties and not the Company or Investors.

“The counsel of the Company ('Legal Counsel') is also counsel to the Manager, Holdings and their respective affiliates, including other series LLC entities of Realy Holdings and other Series of Shares (collectively, the 'Realy Parties'). Because legal counsel represents both the Company and the Realy Parties, certain conflicts of interest exist and may arise. To the extent that an irreconcilable conflict develops between the Company and any of the Realy Parties, legal counsel may represent the Realy Parties and not the Company or the Series.”