EFTA01374635.pdf

The Fund A group of parallel limited liability companies' (each a Parallel LLC", collectively referred to as 'RXR Qualified Opportunity Zone Fund" or the "Fund"). See page 24 for a representative fund structure chart. Sponsor/ Managing RXR Realty LLC/ RXR OOZ Fund I MM - A LLC , or any such other limited liability company(ies) owned and controlled by sponsor Member acting as a Managing Member of a Parallel LLC. Fund Size The Fund is targeting capital commitments of $500.0 million. Investment Strategy The Fund will seek to invest, through qualified opportunity funds, in real estate and real-estate focused businesses within qualified opportunity zones ("QOZs"). Product Focus Common or Preferred Equity investments in office, residential, retail, hospitality, industrial, storage, logistics, leisure, infrastructure and/or mixed-use properties. Commitment of The Sponsor is anticipated to make a commitment of (i) $5,000,000 or (ii) 1.0% of the Fund's aggregate Capital Commitments, including Sponsor and Affiliates the Managing Member and affiliates of the Sponsor at such time (rounded to the nearest $100,000) if less, provided that Sponsor shall have the right to make a larger investment. Distributions Net proceeds attributable to each investment of each Parallel LLC, after reserves and expenses, will be apportioned and distributed among the Members of such Parallel LLC pro rata, with respect to each investment as follows: (i) Return 100% of total capital to Investor Members; (ii) Greater of: (x) a 5% cumulative internal rate of return and (y) a 1.5x equity multiple to Investor Members; (iii) 50%/50% catch up to 15% distributions of profit to Managing Member; (iv) 15% to Managing Member/85% to Investor Members, until a 1.75x equity multiple to Investor Members; (v) 50%/50% catch up to 20% distributions of profit to Managing Member; (vi) 20% to Managing Member/80% to Investor Members, until a 2.0x equity multiple to Investor Members; (vii) 50%/50% catch up to 25% distributions of profit to Managing Member; (viii) 25% distributions thereafter to Managing Member/75% to Investor Members. Management Fee Breakpoint Annual Fee to Investor as a % of Committed Capital Up to $1.0 million 2.00% $1.0 million up to $3.0 million 1.85% $3.0 million up to $10.0 million 1.75% 410.0 million 1.50% Qualified Purchaser Generally, an individual or beneficiary of a participant-directed plan or family trust/entity with at least $5.0 million in qualified investments or an entity with at least $25.0 million qualified investments. 1. As a result of the Fund being structured as a group of parallel limited liability companies, investors should expect to receive a Schedule K-1 from each Parallel LLC. This presentation does not constitute an offer to sell or a solicitation of an offer to buy LLC Interests in the Fund. Any such offer may only be made by means of the Operative Documents. Please refer to the Memorandum for a more comprehensive list of terms. RXR 25 of 75 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0069424 CONFIDENTIAL SDNY_GM_00215608 EFTA01374635