AGREEMENT TO TERMS OF USE

Please read the following terms and conditions ("Terms of Use") before using the Redwood Living, Inc. (“Redwood") website (the "Website"). Your access to and use of the Website is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and Redwood. The Website is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Website is not available to persons under age 18. By accessing and using the Website, you accept, without qualification, these Terms of Use. If you do not approve and accept these Terms of Use without qualification, you should exit the Website immediately.

PERSONAL AND NONCOMMERCIAL USE LIMITATION

The Website is for your personal and noncommercial use. Redwood grants you a non-exclusive, non-transferable and limited personal license to access and use the Website, conditioned on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Website. You may not link other websites to the Website without Redwood's prior written permission. You may print one hard copy of the information and download one temporary copy of the information into one single computer's memory solely for your own personal, non-commercial use and not for distribution, provided that all relevant copyright, trademark and other proprietary notices are kept intact. You may not allow others to use your user name or password to access or use any part of the Website. If your password has been compromised for any reason, you should contact Redwood immediately for a new password. If you provide your password to any third party, you will be solely responsible for any actions taken by such third party using your password. All information on the non-public (i.e., password-restricted) areas of the Website is confidential and private and you may not disclose or distribute such information to any other person for any purpose and is made available solely for your personal use in connection with your investment activities.

You are prohibited from using the Website to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Website for any purpose without the prior written permission of Redwood. You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website, or bypass any measures that we may use to prevent or restrict access to the Website. Any rights not expressly granted herein are reserved.

NO SECURITIES OFFERING OR INVESTMENT ADVICE

The information on the Website is intended to enable investors to understand the nature of their past and future investments with Redwood and its affiliated entities, the financial performance of their investments, obtain their tax information and forms, and obtain other information and services. It is not intended as and does not constitute investment advice or legal or tax advice or an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. The information in the Website should not be construed as Redwood's endorsement, recommendation or sponsorship of any company or security. There are inherent risks in relying on, using or retrieving any information found on the Website, and Redwood urges you to make sure that you understand these risks before relying on, using or retrieving any information on the Website. You should evaluate the information made available through the Website, and you should seek the advice of professionals, as appropriate, to evaluate any opinion, advice, product, service or other information.

The information on the Website is designed to integrate with the information and services provided by your financial, legal and tax advisers, not to replace their information or services. You must rely on your professional advisers for investment and non-investment advice.

You acknowledge that any of your requests for information are unsolicited and any information shall neither constitute nor be construed as investment advice from Redwood to you or to form an investment advisory relationship, or any other client relationship between you and Redwood or any of its affiliates or employees. Redwood strongly recommends that you seek outside advice from a qualified securities professional. Redwood does not guarantee the suitability or potential value of any particular investment or information source.

PAST PERFORMANCE IS NOT COMPARABLE

Any materials on the Website related to future investments must be read with the understanding that past performance does not indicate future returns. Future investments may be made under different economic conditions, in different investment structures, in different market cycles and using different investment strategies than were used during prior investments. You should not assume that any investment will experience returns, if any, comparable to those obtained in prior investments.

Any historical performance results provided on the Website have not been compiled, reviewed or audited by an independent accountant.

FORWARD LOOKING STATEMENTS

The information on the Website may contain forward-looking-statements. Words such as “believes,” “anticipates,” “projects,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements. Various economic and competitive factors could cause actual results or events to differ materially from those discussed or implied in such forward-looking statements including, without limitation, the risk factors set forth above. Accordingly, such forward-looking statements do not purport to be predictions of future events or circumstances and may not be realized. Any projections included in the Website or otherwise provided by the Company are forward-looking statements that involve significant risks and uncertainty. All such materials or documents supplied by the Company should be considered speculative and are qualified in their entirety by the assumptions, information and risks disclosed with them. No representation or warranty is made as to the correctness or accuracy of such assumptions. The assumptions and estimates upon which a financial forecast is based are subject to significant economic and competitive uncertainties beyond the Company's control. There can be no assurance that the forecasted performance will be realized, or that actual results will not be higher or lower that the results shown below. You should not assume that the Company will experience results of operations comparable to those set forth in the financial forecast.

RISK ACKNOWLEDGEMENT

Information about future Redwood projects may be included on the Website. You acknowledge that investments in such projects involve a high degree of risk and are only suitable for sophisticated parties who can afford to lose all of their investment therein. You are strongly encouraged to review all of the information regarding such investments with your personal advisors and to carefully consider all of the risk factors associated with an investment in any such projects, including the fact that the project entity has no financial operating history, and that there are no assurances that your investment will be profitable or have sufficient cash to make distributions of any kind, including distributions to you sufficient to pay taxes on the profits attributable to your investment, or be free from loss or depreciation.

Your investment is subject to risks associated with the development and operation of real estate ventures generally and Redwood projects specifically, as well as risks and uncertainties not presently known to Redwood or that Redwood currently deems immaterial. If any of these risks and uncertainties were to actually occur, the business, financial condition or results of operations of your investment could be materially adversely affected and the ability to make distributions could decline and you cause you to not receive any economic benefit from your investment.

There is no public market for your investment and one is not expected to develop. Your investment will not have been registered under the Securities Act, the securities laws of any state, or the securities laws of any other jurisdiction (foreign or domestic) and, therefore, cannot be resold unless subsequently registered under the Securities Act and other applicable securities laws or an exemption from registration is available. It may be difficult at any given time for you to obtain reliable information about the value of your investments or the extent of the risks to which such investments are exposed. In addition, you will generally not be permitted to assign your investments, except by operation of law or the applicable organizational documents of the entity in which you invest, without the prior written consent of the entity. Accordingly, you must be prepared to bear the risks of owning the Interests for an extended period of time.

DISCLAIMERS AND LIMITATIONS

THE INFORMATION ON THIS WEBSITE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. REDWOOD SEEKS TO PROVIDE ACCURATE AND TIMELY INFORAMTION. NONETHELESS, THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED ON THIS WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES. THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY THE FIRM OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.

REDWOOD AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE WEBSITE AT ANY TIME WITHOUT NOTICE. THE WEBSITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.

REDWOOD AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. REDWOOD AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE WEBSITE. IN NO EVENT SHALL REDWOOD AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS WEBSITE OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE FIRM OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

NEITHER REDWOOD NOR AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE WEBSITE SHALL BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE WEBSITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE WEBSITE.

OWNERSHIP OF CONTENT

The Website and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software ("Content"), are the property of Redwood and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Website are proprietary to Redwood, including all registered and unregistered trademarks and service marks of Redwood. If the Website includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. Your use of any Content, whether owned by Redwood or any third party, without Redwood's express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of Redwood's copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of Redwood. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. If you download any Content from this website, you agree that you will not copy it or remove or obscure any copyright, confidentiality or other notices or legends contained in any such Content.

TRUTHFUL INFORMATION

As a condition to your use of the Website, you represent and warrant to, and agree with, Redwood that, all of the information that you provide shall be truthful, accurate and complete.

NO UNLAWFUL OR PROHIBITED USE

As a condition to your use of the Website, you represent and warrant to, and agree with, Redwood that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use.

REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

References to any publication or any other company in the Website are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services or investment opportunities of Redwood or that Redwood endorses, recommends or approves the services or products of such companies. News stories reflect only the author's opinion and not necessarily that of Redwood.

LINKS TO THIRD PARTY WEBSITES

The Website may contain hyperlinks to websites operated by parties other than Redwood, which Redwood may not have been screened or reviewed and which may contain inaccurate, inappropriate or offensive material, products or services. Redwood does not control such websites, and Redwood assumes no responsibility or liability regarding the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. Redwood's inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.

MODIFICATION AND MONITORING OF WEBSITE

Redwood may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. We suggest that you check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of each page. If you use the Website after we post changes to these Terms of Use, you accept the changed Terms of Use. Redwood expressly reserves the right to monitor any and all use of the Website.

TERMINATION AND CANCELLATION

Redwood may modify or terminate the Website and terminate your access to the Website, at its sole discretion, without notice at any time and for any reason or no reason.

INDEMNITY

You agree, at your own expense, to indemnify, defend and hold harmless Redwood, its current and future direct and indirect parents, subsidiaries and affiliates, and their officers, directors, partners, managers, members, employees, agents, advisors, representatives and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in, arising out of or in any way related to (i) your breach of these Terms of Use, or (ii) your use of the Website or any product or service related thereto, or any of your other acts or omissions, in violation of the law or these Terms of Use.

JURISDICTIONAL ISSUES AND APPLICABLE LAW

Unless otherwise specified, Redwood controls and operates the Website from its offices within the State of Ohio, United States of America.

Redwood does not claim that materials in the Website are appropriate or available for use in locations other than Ohio. If you choose to access the Website from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

Software from the Website is further subject to United States export controls. Software from the Website may not be downloaded or otherwise exported or reexported outside the United States. By downloading or using such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory outside of the United States.

These Terms of Use are governed by the laws of the State of Ohio, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of courts in the City of Cleveland and Cuyahoga County, Ohio, which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Website or any product or service related thereto. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

GENERAL

You agree that no joint venture, partnership, employment or agency relationship exists between you and Redwood as a result of these Terms of Use or use of the Website.

Redwood's performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of Redwood's right to comply with law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by Redwood with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

By reviewing or using the information on the Website after accessing the Website, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Website in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as Redwood may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms of Use constitute the entire agreement between you and Redwood with respect to the Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Redwood with respect to the Website.

You agree to be bound by any agreement or consent you transmit to or through the Website via any media or electronic device, including internet, telephone and wireless devices.