Involve the Experts:

Real Estate transactions are very complex. By bringing together sponsors/developers/promoters with investors who are not experienced real estate investors, is liking throwing these investors to the wolves. There is the need for a real estate expert to recommend to the small investor the appropriate projects to invest in. This person, in addition to understanding how to evaluate investment opportunities, needs to be familiar with the real estate market in their local area. By closely aligning the interests of these local real estate experts with the interests of small investors, their expertise and knowhow can be fully leveraged to the benefit of the small investor. The RealFirma marketplace facilitates this union between the local real estate expert (the syndicator) and the individual investor.

It starts with the introduction of quality syndicators to the RealFirma marketplace. RealFirma accepts applications from syndicators interested in posting projects in the marketplace for individual investors to invest in. Due Diligence of the syndicator applicants is done: this involves reviewing the value and quality of prior investments that they have made, geographical areas of expertise, accreditation verification and by getting feedback from sponsors whose projects the syndicators have invested in. If a syndicator is accepted to the marketplace, the geographical area of projects that they can post for is also defined.

Posting a project for investment by the Syndicator:

When a qualified Syndicator brings an opportunity to the RealFirma marketplace, the following are the steps involved:

1. RealFirma does basic due diligence on the project. This due diligence includes:
   1. ensuring that the project is financially attractive
   2. interview with the project sponsor to validate project assumptions, identification of risks
   3. establishing the quality of the project Sponsor (the Syndicator is responsible for providing a bio of the Sponsor)
   4. review of the Private Placement Memorandum to ensure it clearly articulates the project risks and current and potential conflicts of interest
   5. reviewing the syndicator investment thesis for the project
   6. reviewing all key financial metrics that are provided
   7. ensuring that the syndicator is co-investing to threshold requirements established by RealFirma
   8. making sure that the whole plan holds together
2. RealFirma and the Syndicator agree on the Minimum Investment per individual investor
3. RealFirma provides templates of the Operating Agreement and Subscription Agreement to the Syndicator, who fills in the required details
4. The project is assigned project number Syndicator establishes webinars for investors to discuss key aspects of the investment
5. RealFirma also sets up the legal entity that will be used to make the investment - a special purpose vehicle is set up (a RealFirma legal entity). A bank account is also established for the project investment
6. the project is viewable and available for investment to the individual investors

Investing in a project by the individual Investor:

Only Accredited Investors can invest on the RealFirma marketplace. As part of the first time registration process, investors are provided a questionnaire based on which, they can self-certify themselves as being either an accredited investor or not. If they are not accredited, investors are informed that based on the information provided, they will not be able to invest in the RealFirma marketplace.

Accredited investors are asked to identify how they will be investing (Individual, Joint, Company IRA) and to provide bank information for initiating automatic debits when they decide to invest in a project and for crediting investor when they are paid a preferred return.

The qualified investors are also asked to fill out a profile that establishes types of properties they are interested in investing in, geographical areas of interest, investment time horizons. This information will be valuable in the future for investor to further filter investment opportunities.

Once the individual investors have completed the registration process, they then have access to viewing all available investment opportunities and can begin to make investments.

When making investments, investors have to ensure that the amount they intend to invest is above the minimum investment amount established for the particular project.

When a project is over-subscribed, individual investors requested investment amounts are pro-rata adjusted based on the total requested investments versus the total available investment

Ongoing Management and Reporting:

Syndicators are the point persons to answer all questions that investors have regarding status of project. Investors are not investing directly with sponsors but through a special purpose vehicle set up by RealFirma. They are therefore precluded from contacting the project Sponsors directly

If there are any preferred dividends paid, RealFirma ensures that these are deposited in the individual investor accounts

Dashboards and Reporting:

Investors have a dashboard that shows them the various projects that they have invested in with the amount of investment. Project status i.e. Open for Investment, Closed for Investment, Ongoing, Completed is also provided. When a project has been completed, pro-forma returns can be compared to actual returns.

Syndicators have their own dashboards that list all their projects on this dashboard

Once a quarter, all investors receive a management report highlighting projects invested in, amounts of investments, etc.

Once a project has closed, actual project performance is compared to pro-forma results.

Syndicator performance can also be measured for completed projects

Annual Reporting Activities:

RealFirma is responsible for creation of the legal entity and associated regulatory compliance. Once a year, RealFirma will issue individual investors tax documents that relate to their investments