Legal Disclaimer

1. General Disclaimer

The information contained on this website (the “Site”), and in any materials, communications, or documents provided by Rent Roll Capital LLC (“Rent Roll Capital,” “we,” “our,” or “us”), is provided solely for general informational and educational purposes. Nothing on this Site constitutes investment advice, financial advice, legal advice, tax advice, accounting advice, or any other professional advice of any kind.

By accessing or using this Site, you acknowledge that you have read, understood, and agree to be bound by this Legal Disclaimer in its entirety. If you do not agree, please do not access or use this Site.

2. Not an Offer to Sell Securities

NOTHING ON THIS SITE CONSTITUTES AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITY IN ANY JURISDICTION.

Any offer to purchase securities offered by Rent Roll Capital will be made only through formal private placement offering documents, including a Private Placement Memorandum (“PPM”), Subscription Agreement, and Operating Agreement (collectively, the “Offering Documents”). Any investment decision should be made solely on the basis of the information contained in the applicable Offering Documents, which supersede and take precedence over any information presented on this Site.

Offering Documents, when made available, will be provided only to persons who have confirmed they are Accredited Investors (as defined below) and who have been approved to receive such materials in accordance with applicable law.

3. Securities Law Compliance — Regulation D

3.1 Unregistered Securities

The securities offered by Rent Roll Capital have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, or the securities laws of any U.S. state or other jurisdiction. These securities are offered and sold in reliance upon exemptions from the registration requirements of the Securities Act, including, without limitation:

Section 4(a)(2) of the Securities Act (transactions not involving a public offering); and
Rule 506(b) and/or Rule 506(c) of Regulation D promulgated by the Securities and Exchange Commission (“SEC”).

Because these securities are not registered, they are “restricted securities” under Rule 144 of the Securities Act and are subject to significant limitations on transfer and resale. There is no public market for these securities, and no assurance can be given that a public market will ever develop.

3.2 Rule 506(b) — No General Solicitation

Certain offerings by Rent Roll Capital may be conducted under Rule 506(b) of Regulation D. Under this rule, Rent Roll Capital may not engage in general solicitation or general advertising to market such offerings. Access to offering materials for Rule 506(b) offerings is limited exclusively to persons with whom Rent Roll Capital has a pre-existing, substantive relationship and who have been individually confirmed as Accredited Investors.

If you are accessing this Site in response to a general advertisement or unsolicited communication, please be aware that such information does not constitute an offer or solicitation for any Rule 506(b) offering.

3.3 Rule 506(c) — General Solicitation Permitted (Accredited Investors Only)

Certain offerings by Rent Roll Capital may be conducted under Rule 506(c) of Regulation D, which permits general solicitation and advertising provided that all purchasers of securities are verified Accredited Investors. Under Rule 506(c), Rent Roll Capital is required to take reasonable steps to verify accredited investor status before allowing participation in an offering. Verification may require submission of supporting documentation such as tax returns, W-2s, account statements, or a written confirmation from a licensed attorney, CPA, or registered investment adviser.

3.4 Form D Filing

In connection with each Regulation D offering, Rent Roll Capital is required to file a notice on Form D with the SEC within 15 calendar days after the first sale of securities in that offering. Such filings are publicly available on the SEC’s EDGAR database at www.sec.gov. The existence of a Form D filing does not imply any review, approval, or endorsement of the offering by the SEC.

3.5 Anti-Fraud Provisions

All information provided by Rent Roll Capital, on this Site or otherwise, is intended to be free from false or misleading statements. Rent Roll Capital is subject to the anti-fraud provisions of applicable federal and state securities laws, including Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, regardless of whether a particular offering is exempt from registration. The omission of a material fact that makes any information misleading is also prohibited under applicable law.

4. Accredited Investor Requirement

Investment opportunities offered by Rent Roll Capital are available only to persons who qualify as “Accredited Investors” as that term is defined under Rule 501(a) of Regulation D. An individual generally qualifies as an Accredited Investor if he or she meets one or more of the following criteria:

Net Worth Test: Individual net worth, or joint net worth with a spouse or spousal equivalent, exceeding $1,000,000, excluding the value of the individual’s primary residence;
Income Test (Individual): Individual income exceeding $200,000 in each of the two most recent calendar years, with a reasonable expectation of reaching the same income level in the current year;
Income Test (Joint): Joint income with a spouse or spousal equivalent exceeding $300,000 in each of the two most recent calendar years, with a reasonable expectation of reaching the same income level in the current year;
Knowledgeable Professional: Holders in good standing of the Series 7, Series 65, or Series 82 FINRA licenses;
Entity Investors: Banks, insurance companies, registered investment companies, business development companies, or small business investment companies; entities with total assets exceeding $5,000,000 not formed specifically to acquire the offered securities; or any entity in which all equity owners are themselves Accredited Investors.

By accessing investment-related materials or submitting an expression of interest, you represent and warrant that you meet the criteria for Accredited Investor status. Rent Roll Capital reserves the right to require documentation to verify accredited investor status before providing offering materials or allowing participation in any investment.

5. Investment Risk Disclosure

5.1 General Risk Warning

INVESTING IN PRIVATE REAL ESTATE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND IS SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO SUSTAIN A TOTAL LOSS OF THEIR INVESTMENT. You should carefully consider all risk factors described in the applicable Offering Documents before investing. Risks include, but are not limited to:

Loss of Capital: You may lose all or a substantial portion of your investment.
Illiquidity: There is no public trading market for these securities. You may be unable to sell or otherwise transfer your interest for an extended period, or at all.
No Guarantee of Returns: Projected returns, cash flow estimates, and financial projections are inherently uncertain and are not guarantees of future performance.
Real Estate Market Risk: Property values may decline due to changes in local or national economic conditions, interest rates, employment levels, or supply and demand dynamics.
Leverage Risk: Offerings may involve the use of debt financing, which can amplify losses as well as gains.
Concentration Risk: Investments may be concentrated in a single asset, property type, or geographic region.
Management Risk: The performance of each investment depends substantially on the expertise and decisions of Rent Roll Capital’s management team.
Regulatory and Tax Risk: Changes in tax laws, zoning regulations, or other governmental requirements may adversely affect the value and profitability of investments.
Environmental Risk: Properties may be subject to environmental liabilities not identified at the time of acquisition.

5.2 Past Performance Disclaimer

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS AND DOES NOT GUARANTEE FUTURE PERFORMANCE.

Any historical returns, case studies, projected returns, or track record information presented on this Site or in any related materials are provided for illustrative purposes only and are not a reliable indicator of future performance. Actual investment results will vary. Prior investment results achieved by Rent Roll Capital, its principals, affiliates, or any related parties may have been achieved under market conditions that no longer exist and may not be reproducible.

5.3 Projections and Forward-Looking Statements

Certain information on this Site may include forward-looking statements, projections, targets, or estimates. These are based on assumptions and expectations that may prove to be incorrect. Words such as “expect,” “believe,” “anticipate,” “estimate,” “project,” “may,” “will,” “should,” or similar expressions identify forward-looking statements. Such statements are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed. Rent Roll Capital undertakes no obligation to update or revise any forward-looking statements.

6. No Investment, Legal, or Tax Advice

Rent Roll Capital is not a registered investment adviser under the Investment Advisers Act of 1940, and is not a registered broker-dealer under the Securities Exchange Act of 1934. Nothing on this Site, and no communication from Rent Roll Capital, constitutes investment advice, a recommendation to purchase or sell any security, or a recommendation of any specific investment strategy.

Nothing on this Site constitutes legal, tax, accounting, or financial planning advice. Tax treatment of real estate investments is complex and highly dependent on individual circumstances. You should consult with your own attorney, accountant, tax adviser, and financial adviser before making any investment decision. Rent Roll Capital makes no representations regarding the tax consequences of any investment, and any tax-related statements are for general informational purposes only.

7. State Securities Laws (“Blue Sky”) Compliance

In addition to federal securities laws, offerings may be subject to the securities laws of individual U.S. states, commonly known as “Blue Sky” laws. Although Regulation D offerings are generally exempt from state registration requirements under Section 18 of the Securities Act (for covered securities), issuers are typically required to file a notice with state securities regulators and pay applicable filing fees. The availability of any exemption depends upon the laws of the applicable state.

This Site is not directed to, and should not be accessed by, any person in any jurisdiction where such access would be contrary to applicable law or regulation. It is your responsibility to ensure that you comply with the laws of your jurisdiction before accessing investment-related materials.

8. No Broker-Dealer or Finder Relationships

Unless explicitly disclosed in the applicable Offering Documents, Rent Roll Capital does not engage registered broker-dealers or other securities intermediaries in connection with its offerings. Any compensation paid to individuals or entities for introducing investors may be required to be disclosed. Rent Roll Capital does not pay referral fees, finders’ fees, or commissions to unregistered persons in connection with the offer or sale of securities, except as permitted under applicable law.

If you have been referred to Rent Roll Capital by a third party, please be aware that such third party may not be registered as a broker-dealer and may not be authorized to engage in securities activities. You should verify the registration status of any intermediary through FINRA BrokerCheck at www.finra.org/brokercheck.

9. Conflicts of Interest

Rent Roll Capital and its principals, officers, and affiliates may have interests that conflict with those of investors. These conflicts may include, but are not limited to:

Fees and compensation paid to Rent Roll Capital or its affiliates in connection with the acquisition, management, financing, or disposition of properties;
Investments by principals or affiliates in the same properties or competing properties;
Relationships with vendors, lenders, brokers, or other service providers who provide services to investment properties;
The allocation of opportunities among multiple investment vehicles managed or sponsored by Rent Roll Capital or its affiliates.

All material conflicts of interest will be disclosed in the applicable Offering Documents. Prospective investors should carefully review the conflict of interest disclosures in such documents before making any investment decision.

10. Third-Party Information & External Links

This Site may contain information, data, analyses, or opinions provided by third parties, including market research firms, economists, appraisers, or other industry sources. Rent Roll Capital does not independently verify such third-party information and makes no representation or warranty as to its accuracy, completeness, or timeliness. Third-party information is provided for convenience only and should not be relied upon as the sole basis for any investment decision.

This Site may contain links to third-party websites. Such links are provided for your convenience only and do not constitute an endorsement, sponsorship, or recommendation of any third-party website, its content, products, or services. Rent Roll Capital is not responsible for the content or privacy practices of any third-party website.

11. Electronic Communications

The internet is not a secure medium. Communications transmitted via email or through this Site may be intercepted or accessed by unauthorized parties. By communicating with Rent Roll Capital electronically, you accept the inherent risks of electronic communication. Rent Roll Capital is not responsible for any loss or damage arising from electronic communications being intercepted, misdirected, or otherwise compromised.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RENT ROLL CAPITAL, ITS PRINCIPALS, OFFICERS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THIS SITE OR RELIANCE ON ANY INFORMATION CONTAINED HEREIN, EVEN IF RENT ROLL CAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Rent Roll Capital’s total aggregate liability to you for any claims arising from your use of this Site, regardless of the form of the action, shall not exceed one hundred U.S. dollars ($100.00).

13. Governing Law

This Legal Disclaimer and any disputes arising out of or related to this Site or the information contained herein shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of law provisions. Any legal action or proceeding arising under this Disclaimer shall be brought exclusively in the courts located in [Insert County], [Insert State], and you hereby irrevocably submit to the personal jurisdiction and venue of such courts.

14. Changes to This Disclaimer

Rent Roll Capital reserves the right to amend, modify, or update this Legal Disclaimer at any time without prior notice. Changes will be effective immediately upon posting to the Site. The “Last Updated” date at the top of this page reflects the date of the most recent revision. Your continued use of this Site following the posting of any changes constitutes your acceptance of such changes. We encourage you to review this Disclaimer periodically.