PART II AND III

EXPLANATORY NOTE

This is a post-qualification amendment to an offering statement on Form 1-A filed by Building Bits Properties I, LLC (the “Company”). The offering statement was originally filed by the Company on May 11, 2018, and has been amended by the Company on multiple occasions since that date. The offering statement, as amended by pre-qualification amendments, was qualified by the U.S. Securities and Exchange Commission (the “SEC”) on September 19, 2018.

Different classes of our Common Bits have already been offered by the Company under the offering statement, as amended and qualified. Each such class of our Common Bits has consisted of limited liability interests in the Company corresponding to a specific commercial real estate property. Those classes of Common Bits will continue to be offered and sold by the Company following the filing of this post-qualification amendment subject to the offering conditions contained in the offering statement, as qualified.

The purpose of this post-qualification amendment is to add to the offering statement, as amended and qualified, the offering of an additional class of Common and Preferred Bits, consisting new Bit Designations. The classes of our Common Bits already offered under the offering statement, and the additional classes of Common Bits and Preferred Bits being added to the offering statement by means of this post-qualification amendment, are as follows:

Already Offered:	Qualification Date:
Class Xfinity-Williamsport.PA Common Bits	September 19, 2018
Class AT&T-Maplewood.MN Common Bits	September 19, 2018
Class Verizon-Easley.SC Common Bits	October 25, 2018
Being Added Hereby:	Qualification Date:
Class SouthStar-VillePlatte.LA Common and Preferred Bits	Pending
Class Scooter-KansasCity.MO Common and Preferred Bits	Pending

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

OFFERING CIRCULAR DATED MAY 7, 2019

 

Building Bits Properties I, LLC

Up to $1,400,781 of Class SouthStar-VillePlatte.LA Common Bits and Preferred Bits with a minimum of $428,147.

Up to $696,000 of Class Scooter-KansasCity.MO Common Bits and Preferred Bits with a minimum of $211,500

Minimum Investment: $500.00

Building Bits Properties I, LLC is a recentlyorganized Delaware limited liability company (the “Company”) formed to acquire and manage a portfolio of commercial real estate. Building Bits Properties I, LLC will acquire the properties through wholly-owned subsidiaries. While we intend to primarily invest in commercial real estate properties, we may acquire other types of properties, depending on the availability of suitable acquisition opportunities. Those will be described in future Supplements to the offering statement of which this offering circular forms a part.

We will issue Common and Preferred Units in the Company, which we call “Bits” as distinct classes, each class being limited liability interests in the Company corresponding to a specific commercial real estate property (each, a “Property”). Each class of Bits will be bound by the terms of the Operating Agreement of the Company and its respective Bit Designation (each a “Bit Designation”). The proceeds of the offering of each class of Bits will be used to acquire and manage the identified Property. This offering circular will be amended from time to time to identify additional classes of Bits available to investors. Each amendment will reflect additional classes of Bits, which must be qualified by the Securities and Exchange Commission before any offers or sales of those additional classes are made. We will identify a minimum and maximum subscription amount for each class of Bits. Should we not raise the maximum amount for each class of Bit, we intend to leverage the proceeds of the offering of that class of Bit to finance the acquisition of the identified Property, or may choose to use the available proceeds to acquire a fractional ownership of the identified Property. Our offering is being made on a best efforts basis. Until we have reached the minimum subscription amount, investors funds will be deposited in an escrow account established by Provident Trust Group, LLC, a Nevada licensed trust company (the “Escrow Agent”). The offering for any particular class of Bits may not exceed 12 months in time. Following the acceptance of each subscription, the record of beneficial ownership of the issued Bits will be reflected on the books and record of Building Bits Properties I, LLC, and those of our transfer agent, Colonial Stock Transfer Company, Inc.

Each class of Bits in this offering will represent ownership of the economic rights of each wholly-owned subsidiary that holds title to the specific Property, with profits and losses of the subsidiary flowing up to Bitholders. As such, in the event that the wholly-owned subsidiary to which the class of Bits applies incurs a net loss or net profit, investors in that class of Bits will receive their pro rata share of that net loss or net profit for tax purposes. Note that distributions from the wholly-owned subsidiary to Building Bits Properties I, LLC may not occur even upon the event of a net profit if funds are not legally available for distribution as a result of expenses incurred at the Company level. Further, the Manager retains the discretion to not make any distributions to the Company, which may occur, for instance, in the event the Managers decides to set aside revenue generated by the wholly-owned subsidiary for future capital improvements to the property owned by such subsidiary. In that event, no distributions will be made from Building Bits Properties I, LLC to investors. When distributions are made to investors, they will be made in accordance with the operating agreement of Building Bits Properties I, LLC and the respective Bit Designation, included as exhibits to this offering statement of which this offering circular is part. As such, each holder of the respective designated Bits is entitled to the Bitholder’s pro rata share of any distribution made by the corresponding wholly-owned subsidiary to Building Bits Properties I, LLC after fees have been deducted. Each subsidiary will be managed by our Manager, BuildingBits Asset Management, LLC. BuildingBits Asset Management, LLC will be entitled to a management fee of 0.75% of the value of assets under management. This fee may be amended without consent of the holders of our Bits.

BuildingBits Asset Management, LLC is wholly owned and managed by Building Bits Holdings, LLC, which also operates an online platform www.buildingbits.com (the “BuildingBits Platform”) that allows investors to review offering information and place orders for interests in Building Bits Properties I, LLC and future similar offerings. Building Bits Holdings, LLC holds 25,000 Common Bits of Building Bits Properties I, LLC.

We are offering various classes of our Bits to the public at $1.00 per Bit. Building Bits Properties I, LLC will be limited to raising up to $50,000,000 in any given 12 month period through the sales of various classes of our Bits. The minimum investment in our Bits for initial purchases is 500 Bits, or $500. The per Bit purchase price for our Bits was arbitrarily determined by our Manager.

We intend to market the offering of our Bits primarily through the BuildingBits Platform. Our Manager, and its officers and directors intend to rely on the exemption from registration as a broker-dealer provided by Rule 3a4-1 of the Securities Exchange Act of 1934. The Manager will be responsible for posting offering information on the BuildingBits Platform, filing materials with the Securities and Exchange Commission, soliciting investments through the BuildingBits Platform, accepting investment subscriptions, responding to investor inquiries, and issuing our Bits. The Manager will not receive transaction-based compensation for those activities, but offering expenses incurred by the Manager will be reimbursed out of the proceeds of this offering as described below. As we are not currently utilizing a broker-dealer, our Bits will not be available for purchase for residents of the states of Texas, Washington, and certain other states that require the Company to register as a dealer of securities, or require an officer of the Company to register as an agent following passage of a securities agent examination when no broker-dealer is participating in the offering, unless we have registered in those states in such capacities. In the event the Company makes arrangements with a broker-dealer to sell into these states, or registers as an issuer-dealer in any particular state, it will file a post-qualification supplement to the Offering Statement of which this Offering Circular is a part identifying such change.

The Bits in this offering are speculative securities. Investment in the Bits involves significant risk. Investors should purchase these securities online only if they can afford a complete loss of their investment.

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You should consider general risks as well as specific risks when deciding whether to invest. See “Risk Factors” beginning on page 5 to read about the more significant risks investors should consider before buying our Bits.

Class SouthStar-VillePlatte.LA Common Bits and Preferred Bits	Per Bit			Total Minimum			Total Maximum
Public Offering Price	$	1.00	(1)	$	428,147	(2)	$	1,400,781

(1)

The subscription price includes offering expenses related to the escrow and transfer agent fees (estimated to be $5,068.75), as well as a proportionate share of the reimbursement of our Manager for professional fees and state notice filing fees related to this Offering (estimated to be $15,787.27 upon a minimum subscription amount and $23,680.91 upon a maximum subscription amount). See “Property Description and Use of Proceeds” for additional information.

(2)

This offering is being made on a best efforts basis and will be made on continuous basis as provided by Rule 241(d)(3)(i)(F) for up to one year following the date of qualification by the Commission. The Company reserves the right to also offer its securities to accredited investors in compliance with Rule 50I) of Regulation D. Funds raised in such an offering will be aggregated with those sold under Regulation A for the purpose of meeting our minimum offering requirement, and not exceeding the maximum.

Class Scooter-KansasCity.MO Common and Preferred Bits	Per Bit			Total Minimum		Total Maximum
Public Offering Price	$	1.00	(1)	$	211,500	$	696,000

(1)

The subscription price includes offering expenses related to the escrow and transfer agent fees (estimated to be $1,500), as well as a proportionate share of the reimbursement of our Manager for professional fees and state notice filing fees related to this Offering (estimated to be $8,000 upon a minimum subscription amount and $15,000 upon a maximum subscription amount). See “Property Description and Use of Proceeds” for additional information.

(2)

This offering is being made on a best efforts basis and will be made on continuous basis as provided by Rule 241(d)(3)(i)(F) for up to one year following the date of qualification by the Commission. The Company reserves the right to also offer its securities to accredited investors in compliance with Rule 506(c) of Regulation D. Funds raised in such an offering will be aggregated with those sold under Regulation A for the purpose of meeting our minimum offering requirement, and not exceeding the maximum.

We will offer our Bits on a best efforts basis marketed through the BuildingBits Platform. Neither our Manager nor Building Bits Holdings, LLC are member firms of the Financial Industry Regulatory Authority, Inc., or FINRA, and no person associated with us or our Manager will be deemed to be a broker solely by reason of his or her participation in the sale of our Bits.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This Offering Circular follows the Offering Circular Format

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IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR

Please carefully read the information in this offering circular and any accompanying offering circular amendments and supplements, which we refer to collectively as the offering circular. You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with different information. This offering circular may only be used where it is legal to sell these securities. You should not assume that the information contained in this offering circular is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference.

This offering circular is part of an offering statement that we filed with the SEC, using a continuous offering process. Periodically, as we identify additional properties to acquire, and authorize additional classes of Bits, we will provide an offering circular amendment or supplement that may add, update or change information contained in this offering circular. Any statement that we make in this offering circular will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular amendment or supplement. The offering statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this offering circular. You should read this offering circular and the related exhibits filed with the SEC and any offering circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Additional Information” below for more details.

The offering circular and all supplements and reports that we have filed or will file in the future can be read at the SEC website, www.sec.gov, or on the BuildingBits Platform website, www.buildingbits.com. The contents of the BuildingBits Platform website (other than the offering statement, this offering circular and the appendices and exhibits thereto) are not incorporated by reference in or otherwise a part of this offering circular.

Our Manager and those selling Bits on our behalf in this offering will be permitted to make a determination that the purchasers of Bits in this offering are “qualified purchasers” in reliance on the information and representations provided by the investors regarding the investor’s financial situation. Before making any representation that an investment does not exceed applicable thresholds, we encourage investors to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage investors to refer to www.investor.gov.

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TABLE OF CONTENTS 

IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR	iii
TABLE OF CONTENTS	iv
OFFERING SUMMARY	1
RISK FACTORS	5
DILUTION	15
PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS	16
DESCRIPTION OF THE COMPANY’S BUSINESS	18
PROPERTY DESCRIPTION AND USE OF PROCEEDS	21
MANAGEMENT	32
COMPENSATION OF OUR MANAGER AND AFFILIATES	36
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS	38
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	39
MANAGEMENT’S DISCUSSION AND ANALYSIS	40
PRIOR PERFORMANCE SUMMARY	42
SECURITIES BEING OFFERED	43
U.S. FEDERAL INCOME TAX CONSIDERATIONS	45
ERISA CONSIDERATIONS	46
FINANCIAL STATEMENTS	49

In this offering circular, Building Bits Properties I, LLC is referred to as “us” or “the Company”. BuildingBits Asset Management, LLC is referred to as our “Manager”.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

iv 

OFFERING SUMMARY

This offering summary highlights information contained elsewhere and does not contain all of the information that investors should consider in making their investment decisions. Before investing in the Company’s Bits, investors should carefully read this entire offering circular, including the Company’s financial statements and related notes. Investors should also consider, among other information, the matters described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Building Bits Properties I, LLC

General

Building Bits Properties I, LLC is a Delaware limited liability company formed to acquire and manage a portfolio of real properties. The day-to-day operation of each property will be overseen by BuildingBits Asset Management, LLC, our Manager, which is wholly owned by Building Bits Holdings, LLC. Our office is located at 425 NW 10^th Ave, Suite 306, Portland, OR, 97209. Information regarding the Company is also available on our web site at www.buildingbits.com

The Platform

Information regarding the purchase of our Bits in this offering will be available through the online platform located at www.buildingbits.com (the “BuildingBits Platform”). The BuildingBits Platform is owned and operated by Building Bits Holdings, LLC, an affiliated entity that currently owns all of our undesignated Bits.

Our Wholly-Owned Subsidiaries

Each property acquired by Building Bits Properties I, LLC will be owned by a wholly-owned subsidiary of Building Bits Properties I, LLC. These subsidiaries will be structured as limited liability companies organized in the State of Delaware (each a “Property LLC”). This structure is standard within the real estate industry to limit the liabilities of each property from the liabilities of other properties ultimately owned by Building Bits Properties I, LLC. Each Property LLC will also be managed by our Manager, BuildingBits Asset Management, LLC.

Organizational Chart

For ease of understanding our business structure, we are including an organizational chart below:

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Our Bits

Investors in this offering have the opportunity to purchase Bits of Building Bits Properties I, LLC that are classified based on the acquisition of specific properties. The terms of each class of Bits will be covered in a designation (each a “Bit Designation”) corresponding to special economic rights related to the Property LLC that holds title to the specific property. These special economic rights include the right to receive distributions from the wholly-owned subsidiary that flow upwards to Building Bits Properties I, LLC. Additionally, should we dispose of an asset covered by the Bit Designation, each Bitholder will receive their pro rata share of the net proceeds received by Building Bits Properties I, LLC. Upon that event, the class of Bits authorized by that Bit Designation will cease to exist by operation of the Bit Designation.

Investors that purchase at least $200,000 worth of Bits for any particular property will be eligible to receive Preferred Bits, if so authorized by such property’s Bit Designation. The preference provides for distributions of funds legally available for distribution upon liquidation of the property prior to holders of our Common Bits.

The class of Bits included in this offering circular is our Class SouthStar-VillePlatte.LA Common Bits, Class SouthStar-VillePlatte.LA Preferred Bits,  Class Scooter-KansasCity.MO Common Bits, and Class Scooter-KansasCity.MO Preferred Bits. Classes of Bits that have been previously offered subject to a qualified offering statement include our Class Verizon-Easley.SC Common Bits, Class Xfinity-Williamsport.PA Common Bits and Class AT&T-Maplewood.MN Common Bits.

Distributions

We intend to make distributions to investors of the funds legally available for distribution. Investors may incur their pro rata share of net losses or net gains for tax purposes, even if no funds are legally available for distributions, which may occur if we have current liabilities limiting our ability to distribute funds to investors. Distributions will occur when we receive distributions from the wholly-owned subsidiaries that are the Property LLCs relating to a particular class of Bits. Whether a Property LLC is able to distribute funds to us will depend on its current financial situation, including such factors as its generation of revenues greater than expenses, and any capital expenditure requirements. Note that distributions from the Property LLC to Building Bits Properties I, LLC may not occur upon the event of a net profit if funds are not legally available for distribution or are set aside for future capital improvement to the property. In that event, no distributions will be made from Building Bits Properties I, LLC to investors. The determination of whether any funds are available to distribute by the Property LLC is in the complete discretion of the Property LLC manager, BuildingBits Asset Management, LLC. When distributions are made to investors, they will be made in accordance with the operating agreement of Building Bits Properties I, LLC and the respective Bit Designation, included as exhibits to this offering circular. As such, each holder of designated Bits is entitled to the holder’s pro rata share of any distribution made by the corresponding wholly-owned subsidiary to Building Bits Properties I, LLC after fees have been deducted.

Acquisition Strategy

We intend to acquire and operate existing, income-producing properties and newly constructed leased properties. Some newly constructed properties may not yet have tenants. We may acquire each property in its entirety, or a fractional share. Our focus will be to acquire properties that present significant opportunities for current or future income production. We may also acquire properties that present opportunities for capital appreciation, such as in markets with high growth potential. We will use the proceeds from the offering of our Bits to acquire each property. Should the amount raised from the sale of Bits exceed the minimum investment threshold but not be sufficient to acquire the property outright, we intend to leverage those proceeds and finance the acquisition through the use of non-recourse loans with each Property LLC as the named borrower, and/or acquire a fractional interest in the property. In the event we acquire a fractional interest in the property, we will require that the seller grant to the Manager the right to manage the operations and disposition of the underlying property.

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While we intend that Building Bits Properties I, LLC will hold a diverse portfolio of real estate assets, investors will only hold Bits bearing Bit Designations covering specific assets, and would need to acquire Bits of various Bit Designations if they wished to diversify their portfolio.

Market Opportunities

Our Manager will select properties among properties submitted to the Company by real estate brokers and independent property owners. The selection criteria for properties are as follows:

· Properties must be commercial properties; no single-family residential or low-unit residential (e.g. 1-4 units). Large, multi-unit apartment properties will be considered.

· Properties must be currently income-producing, with multi-year leases in place. However, large, multi-unit apartment buildings may have leases for less than one year.

· Properties may not be “value-add” properties that require extensive repair or refurbishing.

BuildingBits Rating

We have developed a proprietary rating system for the selected properties that summarizes and systematizes the objective criteria we used when selecting properties. This information will be made available to prospective investors for their independent evaluation.

Our Manager

BuildingBits Asset Management, LLC, our Manager, manages our day-to-day operations. The decisions of the Manager will be made by Alexander Aginsky and Andrei Zverev, who each have authority to act for our Manager. BuildingBits Asset Management, LLC is wholly owned and managed by Building Bits Holdings, LLC.

Fees and Related Expenses

Under our operating agreement, we will pay BuildingBits Asset Management, LLC an asset management fee equal to 0.75% of the value of the assets currently owned by the Company on an annualized basis. The asset value will be determined by reference to the purchase price asset value, the value based on an annual appraisal, or the value determined by secondary trading of securities on the BuildingBits Platform in accordance with our operating agreement. Trading of securities on the BuildingBits Platform is not part of the current functionality of the Platform and there are no definite plans to add such functionality. The asset management fee may be changed at any time up to 1.5%, but we must first provide notice to all Bit holders prior to raising it up to 2%, which is the maximum fee currently allowed under our operating agreement.

BuildingBits Asset Management, LLC is also entitled to a disposition fee of 2.50% of the gross proceeds from the liquidation of any of the properties we have acquired. Each investor’s pro rata portion of the proceeds of any liquidation of specific properties will be based on the net proceeds after the deduction of the disposition fee to BuildingBits Asset Management, LLC and any other obligations of the Property LLC.

These fees may be amended at any time without consent of the holders of our Bits.

Summary Risk Factors Applicable to this Offering

• We depend on our Manager to select acquisition opportunities brought to the Company by independent real estate brokers and owners and conduct our operations. Our Manager will earn fees based on the value of the assets held by the Company. The Company and Manager are both owned by Building Bits Holdings, LLC. Fees and expenses set out in this agreement were not determined on an arm’s length basis, and therefore we do not have the benefit of arm’s length negotiations of the type normally conducted between unrelated parties. These fees increase investor risk of loss.

• We have no operating history, and as of the date of this offering circular, our total assets consist of a nominal amount of cash. There is no assurance that we will achieve our business objectives.

• Our Manager’s executive officers are also officers, directors, managers and/or key professionals of our affiliates. As a result, they will face conflicts of interest, including time constraints and conflicts created by our Manager’s compensation arrangements with us and other affiliates. See “Interest of Management and Other in Certain Transactions” for additional information.

• Our Manager may also manage to-be-formed entities with similar business plans to ours, and our Manager does not have an exclusive management arrangement with us.

• If we raise substantially less than the maximum offering amount for any particular class of Bits, we may not be able to acquire outright the Properties identified in this offering circular.

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• We may be required to use debt financing to acquire Properties identified in this offering circular. Properties that have been acquired with debt financing will experience greater expenses than those that are not as we will be required to service the loan.

• We do not expect to be able to distribute profits to investors until the proceeds from the offering of Bits have been used to acquire Properties and such Properties are generating positive cash flow.

• There is no guarantee that any secondary market for our Bits will develop.  

• Real estate investments are subject to general downturns in the industry as well as downturns in specific geographic areas. We cannot predict what the occupancy level or performance will be for any particular Property. We also cannot predict the future value of our Properties. Accordingly, we cannot guarantee that investors will receive profits from the operations of any particular property.

• The Properties we intend to acquire will be subject to risks relating to the volatility in the value of the underlying real estate, default on underlying income streams, fluctuations in interest rates, and other risks associated with the operation of real estate generally.

• Investors will be acquiring a class or classes of Bits that correspond to the profits and losses from the operation of specific Properties. While Building Bits Properties I, LLC intends to acquire and operate a diverse portfolio of Properties, investor interests in each Bit Designation will not be diversified.

• The profits and losses from the Properties owned by us will flow through to investors. Investors are strongly advised to consult their financial and tax advisers to determine if an investment in us makes sense for their specific situation.

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RISK FACTORS

An investment in our Bits involves substantial risks. Investors should carefully consider the following risk factors in addition to the other information contained in this offering circular before purchasing Bits. The occurrence of any of the following risks might cause investors to lose a significant part of their investment. The risks and uncertainties discussed below are not the only ones we face, but do represent those risks and uncertainties that we believe are most significant to our business, operating results, prospects and financial condition. Some statements in this offering circular, including statements in the following risk factors, constitute forward-looking statements. Please refer to “Statements Regarding Forward-Looking Information” above.

We are still subject to all the same risks that all companies in our business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking).

Risks Related to an Investment in Building Bits Properties I, LLC

We are a recently formed company with no prior operating history.

Building Bits Properties I, LLC was formed in February 2017 and has no operating history as of the date of this offering circular. While we have a plan for our future operations, there is no track record we can point to for investors to understand our prior performance.

Our affiliated entities have no prior performance record.

Just as Building Bits Properties I, LLC is a new entrant in the market, the affiliates of Building Bits Holdings, LLC do not have a meaningful track record of involvement in commercial real estate that investors may assess. Even if our affiliates did have such prior experience, that experience would not be indicative of our future performance.

Investors purchasing our Bits will not be purchasing a diversified portfolio of real estate assets.

Investors will be purchasing our Bits bearing Bit Designations that are tied to the performance of specific real estate assets. While we intend that Building Bits Properties I, LLC will hold a diverse portfolio of assets, investors will not benefit from that diversification in our portfolio.

We do not currently own any assets identified in this offering circular.

Our business plan requires that we acquire commercial real estate assets. Each asset will be held by a wholly-owned subsidiary of the Company. Investors will purchase Bits bearing a Bit Designation related to specific properties. If there is insufficient investor interest in any specific property, then the acquisition will not proceed and investor funds will be released.

We may utilize other sources of financing to acquire real estate assets in addition to the funds from this offering.

In the sole determination of the Manager, the Company may proceed to acquire a real estate asset using sources of financing other than investor funds in this offering so long as the Company has reached its minimum target amount for any particular class of its Bits. Such financing terms may be unfavorable to investors and include high interest rates that reduce the funds available for distribution, as well as holding first position on any liens, reducing the funds available to redeem Bits following the disposition of any real estate asset.

The BuildingBits Rating does not signify whether one property is a better investment than another, and no representation to that effect is being made.

The BuildingBits Rating included in this offering circular and on the BuildingBits Platform summarizes and systematizes the information we relied upon when selecting properties to acquire. The rating and the factors underlying the rating are not intended to be, and do not constitute investment advice, and should not be considered a recommendation of any particular class of our Bits.

The projected “cap rate” is a limited measure of the expected performance of any acquired property.

Throughout this offering circular, we reference the “projected cap rate” for each property we intend to acquire. The cap rate is a commonly used measurement in the commercial real estate industry and is determined by dividing the net operating income of a property by the property asset value. As a simple example, if a property was recently acquired for $1,000,000 with a net operating income of $50,000, the cap rate would be 5%. An important component of the cap rate is the net operating income. The net operating income includes the income generated by the property from its operations (i.e., rental income), minus operating expenses (e.g., maintenance, insurance, taxes, etc.). This measure does not include expenses that are unconnected with the operation of the property, such as capital expenditures, leasing commissions, debt service, reserves, tax impact, rental increases, disposition value and depreciation expenses. As such, the cap rate does not represent nor does it accurately depict the Internal Rate of Return (IRR) or the cash-on-cash return of an investment.

We may only be able to acquire a fractional interest in an identified property.

In the event that we have received more than the minimum investment but less than the maximum, we may be faced with the decision to acquire a property outright by leveraging proceeds from the offering with debt, or only acquiring a fractional interest with or without debt financing. While we will require sellers to grant us the right to manage and control the disposition of the property, in the event that we only acquire a fractional interest, we may encounter challenges to our ability to manage the operations of that property.

The underlying value and performance of any real estate asset will fluctuate with general and local economic conditions.

The successful operation of any real estate asset is significantly related to general and local economic conditions. Periods of economic slowdown or recession, significantly rising interest rates, declining employment levels, decreasing demand for real estate, declining real estate values, or the public perception that any of these events may occur, can result in reductions in the underlying value of any asset and result in poor economic performance. In such cases, investors may lose the full value of their investment, or may not experience any distributions from the real estate asset.

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We will rely on our Manager, BuildingBits Asset Management, LLC to also manage each property.

Following the acquisition of any Property, the Property will be managed by our Manager, BuildingBits Asset Management, LLC. BuildingBits Asset Management, LLC will be entitled to certain fees in exchange for its day-to-day operations of each Property. Any compensation arrangements will be determined by Building Bits Holdings, LLC sitting on both sides of the table and will not be an arm’s length transaction.

Our ability to implement business strategy will depend on our ability to attract investors for our Bits through the BuildingBits Platform.

We will market this offering through written materials on the BuildingBits Platform, which is owned by Building Bits Holdings, LLC. The success of this offering, and our ability to implement our business strategy, is dependent upon our ability to attract investors for our Bits through the BuildingBits Platform. If we do not raise sufficient funds, we may not be able to acquire a Property identified in this offering circular. Alternatively, we may acquire a Property by utilizing debt financing for a portion of the financing of a Property, which may include terms detrimental to investors, or acquire a fractional interest in a Property.

If we do not successfully dispose of real estate assets, you may have to hold your investment for an indefinite period.

There is currently no secondary market for our Bits, and no secondary market may occur. The only other means for investors to liquidate their Bits into cash is through the disposition of a Property. The determination of whether to dispose of Property is entirely in the discretion of our Manager. Even if our Manager decides to dispose of Property, we cannot guarantee that we will be able to dispose of the Property at a favorable price to investors.

We have minimal operating capital, no significant assets and no revenue from operations.

We have minimal operating capital and for the foreseeable future will be dependent upon our ability to finance our planned operations from the sale of securities or other financing alternatives. There can be no assurance that we will be able to successfully raise operating capital in this or other offerings of securities. The failure to successfully raise operating capital could result in our inability to execute our business plan and potentially lead to bankruptcy or other events, which would have a material adverse effect on us and our investors. We have no significant assets or financial resources and the value of Bits derives only from specific cash flows, so such adverse event could put investor dollars at significant risk.

The market in which we participate is competitive and, if we do not compete effectively, our operating results could be harmed.

We compete with many other entities engaged in real estate acquisition and operating activities, including but not limited to individuals, corporations, bank and insurance company investment accounts, real estate investment trusts, and private real estate funds. This market is competitive and rapidly changing. We expect competition to persist and intensify in the future, which could harm our ability to acquire properties on terms that investors find to be reasonable.

If Building Bits Holdings, LLC or our Manager fails to retain its key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our future depends, in part, on Building Bits Holdings, LLC’s and our Manager’s ability to attract and retain key personnel. Our future also depends on the continued contributions of the executive officers and other key personnel of our Manager, each of whom would be difficult to replace. In particular, Mr. Alexander Aginsky, who is the Chief Executive Officer of Building Bits Holdings, LLC, is critical to the management of our business and operations and the development of our strategic direction. The loss of the services of Mr. Alexander Aginsky or other executive officers or key personnel of Building Bits Holdings, LLC and the process to replace any of those key personnel would involve significant time and expense and may significantly delay or prevent the achievement of our business objectives.

We may experience liability at the Building Bits Properties I, LLC entity level that could jeopardize the operations of the Company.

While debt service obligations, property expenses, and legal liabilities will be the responsibility of each Property LLC, there may be circumstances in which Building Bits Properties I, LLC incurs expenses or becomes a named party to a legal proceeding initiated against a Property LLC. In that event, Building Bits Properties I, LLC may be found liable to creditors or plaintiffs, impacting the Company’s ability to continue operations. Such liability at the Building Bits Properties I, LLC entity level would impact holders of all classes of Bits if it prevents us from making distributions to investors in accordance with our Operating Agreement and respective Bit Designations. Further, if Building Bits Properties I, LLC is no longer able to continue operations investors will be harmed.

Our Preferred Bits are subject to a transfer restriction, which could negatively impact your ability to sell the Preferred Bits.

The Preferred Bits being offered herein are subject to a transfer restriction that prevents such Preferred Bits from being sold, transferred, or otherwise disposed of in an amount less than 10,000 Preferred Bits, subject to certain exceptions. Investors in our Preferred Bits therefore may have more difficulty in selling these shares than holders of the Common Bits, as selling these Preferred Bits would require a larger purchase than required for sales of the Common Bits. Additionally, we cannot guarantee that Preferred Bitholders will be able to find a purchaser that is willing to purchase the minimum 10,000 Preferred Bits required to make such a sale. These factors could negatively impact the liquidity available to the Preferred Bitholders’ investment.

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Risks Related to Building Bits Holdings, LLC and the BuildingBits Platform

Building Bits Holdings, LLC is a development stage company with limited operating history. As a company in the early stages of development, Building Bits Holdings, LLC faces increased risks, uncertainties, expenses and difficulties.

Building Bits Holdings, LLC has a limited operating history. For Building Bits Holdings, LLC to be successful, the volume of properties acquired by the Company and managed by BuildingBits Asset Management, LLC will need to increase. The Company intends for current information about offerings and the performance of properties to be available on the BuildingBits Platform, which is operated by Building Bits Holdings, LLC. For the BuildingBits Platform to operate, Building Bits Holdings, LLC will be responsible for maintaining its software and website, expand its customer support services and retain an appropriate number of employees to maintain the operations of the BuildingBits Platform. If our business grows substantially, Building Bits Holdings, LLC may need to make significant new investments in personnel and infrastructure to support that growth. If Building Bits Holdings, LLC is unable to increase the capacity of the BuildingBits Platform and maintain the necessary infrastructure, or if Building Bits Holdings, LLC is unable to make significant investments on a timely basis or at reasonable costs, investors may experience delays in receipt of current information on our Bits, periodic downtime of the BuildingBits Platform, or other disruptions to our business and operations.

Building Bits Holdings, LLC will need to raise substantial additional capital to fund its operations, and if it fails to obtain additional funding, it may be unable to continue operations.

At this early stage in its development, Building Bits Holdings, LLC’s operations have been funded with proceeds from private financings from individual investors. To continue the development of the BuildingBits Platform, Building Bits Holdings, LLC will require substantial additional funds. To meet its financing requirements in the future, either it may raise funds through equity offerings, debt financings or strategic alliances. Raising additional funds may involve agreements or covenants that restrict Building Bits Holdings, LLC’s business activities and options. Additional funding may not be available to it on favorable terms, or at all. If Building Bits Holdings, LLC is unable to obtain additional funds, it may be forced to reduce or terminate its operations. Any inability for Building Bits Holdings, LLC to fund operations could have a substantial and deleterious effect on the viability and operations of the Company.

Building Bits Holdings, LLC has incurred net losses in the past and expects to incur net losses in the future.

Building Bits Holdings, LLC has incurred net losses in the past and expects to incur net losses in the future. Its failure to become profitable could impair the operations of the BuildingBits Platform by limiting its access to working capital to operate the platform. In addition, it expects its operating expenses to increase in the future as it expands its operations. If Building Bits Holdings, LLC’s operating expenses exceed its expectations, its financial performance could be adversely affected. If its revenue does not grow to offset these increased expenses, it may never become profitable. In future periods, Building Bits Holdings, LLC may not have any revenue growth, or its revenue could decline.

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If Building Bits Holdings, LLC were to enter bankruptcy proceedings, the operation of the BuildingBits Platform and the activities with respect to our operations and business would be interrupted.

If Building Bits Holdings, LLC were to enter bankruptcy proceedings or were to cease operations, we may be required to find other persons to manage the operations and business of the Company. Additionally, were Building Bits Holdings, LLC to enter bankruptcy proceedings or cease operations while the Company is still operating, we would be required to find alternatives to the BuildingBits Platform as a mechanism to provide current financial and performance information regarding the Company’s operations.

If the security of our investors’ confidential information stored in BuildingBits Platform systems is breached or otherwise subjected to unauthorized access, investors’ secure information may be stolen.

The BuildingBits Platform may store investors’ personally-identifiable sensitive data. The BuildingBits Platform is hosted in data centers provided by Microsoft Azure service that are compliant with industry security standards and the website uses daily security monitoring services provided by third party vendors. However, any accidental or willful security breach or other unauthorized access could cause investors’ secure information to be stolen and used for criminal purposes, and investors would be subject to increased risk of fraud or identity theft. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, the BuildingBits Platform and its third-party hosting facilities may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, many states have enacted laws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause our platform users to lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm our reputation, we could lose investors, and the value of investments in us could be adversely affected.

Any significant disruption in service on the BuildingBits Platform or in its computer systems could reduce the attractiveness of the online platform and result in a loss of users.

If a catastrophic event resulted in a platform outage and physical data loss, the BuildingBits Platform’s ability to perform its obligations would be materially and adversely affected. The satisfactory performance, reliability, and availability of the BuildingBits Platform technology and its underlying hosting services infrastructure are critical to our ability to share information, provide customer service, positive reputation and ability to attract new investment opportunities, new investors, and retain existing investors.

Risks Related to Conflicts of Interest

There are conflicts of interest between us, our Manager and its affiliates.

Our Manager’s executive officers, including our Manager’s Chief Executive Officer, Mr. Alexander Aginsky, are principals in the Manager’s parent company, Building Bits Holdings, LLC, which is the parent company of BuildingBits Asset Management, LLC, which provides property management and other services to us. Fees for services of the Manager and affiliates to the Company are not the result of arm’s length negotiations. Some of the conflicts inherent in the Company’s transactions with Building Bits Holdings, LLC and its affiliates, and the limitations on such parties adopted to address these conflicts, are described below. The Company, Building Bits Holdings, LLC and their affiliates will try to balance our interests with their own. However, to the extent that such parties take actions that are more favorable to other entities than us, these actions could have negative impact on our financial performance and, consequently, on distributions to holders of our Bits.

We have agreed to limit remedies available to us and our investors for actions by our Manager that might otherwise constitute a breach of duty.

Our Manager maintains a contractual, as opposed to a fiduciary relationship, with us and our investors. Accordingly, we and our investors will only have recourse and be able to seek remedies against our Manager to the extent it breaches its obligations pursuant to our operating agreement. Furthermore, we have agreed in the operating agreement to limit the liability of our Manager and to indemnify our Manager against certain liabilities. These provisions are detrimental to investors because they restrict the remedies available to them for actions that without those limitations might constitute breaches of duty, including fiduciary duties. By purchasing our Bits, investors will be treated as having consented to the provisions set forth in the operating agreement. In addition, we may choose not to enforce, or to enforce less vigorously, our rights under the operating agreement because of our desire to maintain our ongoing relationship with our Manager.

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Risks Related to Our Investments

Our real estate and real estate-related assets will be subject to the risks typically associated with real estate.

The properties we acquire will be subject to the risks typically associated with real estate. The value of real estate may be adversely affected by a number of risks, including:

· natural disasters such as hurricanes, earthquakes and floods;

· acts of war or terrorism, including the consequences of terrorist attacks;

· adverse changes in national and local economic and real estate conditions;

· an oversupply of (or a reduction in demand for) space in the areas where particular properties are located and the attractiveness of particular properties to prospective tenants;

· changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance therewith and the potential for liability under applicable laws;

· costs of remediation and liabilities associated with environmental conditions affecting properties; and

· the potential for uninsured or underinsured property losses.

The value of each property is directly related to its ability to generate cash flow and net income, which in turn depends on the amount of rental or other income that can be generated net of expenses required to be incurred with respect to the property. Many expenditures associated with properties (such as operating expenses and capital expenditures) cannot be reduced when there is a reduction in income from the properties.

The actual revenues we receive for each Property may be less than estimated, and we may experience a decline in realized revenues from time to time, which could adversely affect the economic performance of our Bits.

Any particular Property we acquire may not achieve the revenues that we anticipate based on its prior performance and local market. Revenues are tied to the rental rate for each Property. As a result, the economic performance of the Bits bearing the Bit Designation for that property could be negatively affected. The potential factors leading to reduced revenues include competitive pricing pressure in the local markets of the real estate assets we acquire as well as general economic downturn and the desirability of our properties compared to other properties. Depending on market rental rates at any given time as compared to expiring leases on each Property, from time to time rental rates for expiring leases may be higher than starting rental rates for new leases. If we are unable to obtain sufficient rental rates for each Property, then our ability to generate cash flow growth will be negatively impacted.

We may not be able to rebuild an existing Property to its existing specifications if we experience a substantial or comprehensive loss of a Property.

In the event that we experience a substantial or comprehensive loss of one Property, we may not be able to rebuild that Property to its existing specifications. Further, reconstruction or improvement of the Property would likely require significant upgrades to meet zoning and building code requirements. Environmental and legal restrictions could also restrict the rebuilding of a Property.

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A Property that has significant vacancies could be difficult to sell, which could diminish the return on these properties and the related Bits.

A Property may incur vacancies either by the expiration of tenant leases or the continued default of tenants under their leases. If vacancies continue for a long period of time, we may suffer reduced revenues resulting in less cash available for distribution to our investors. In addition, the resale value of the Property could be diminished because the market value of each Property will depend principally upon the value of the cash flow generated by the leases associated with that Property. Such a reduction in the resale value of a property could also reduce the value of investor interests.

Further, a decline in general economic conditions in the markets in which each Property is located or in the United States generally could lead to an increase in tenant defaults, lower rental rates and less demand for commercial real estate space in those markets. As a result of these trends, we may be more inclined to provide leasing incentives to our tenants in order to compete in a more competitive leasing environment. Such trends may result in reduced revenue and lower resale value of properties, which may reduce your return.

We depend on tenants for our revenue, and lease defaults or terminations could reduce our net income and limit our ability to make distributions to our Bitholders.

The success of each Property materially depends on the financial stability of our tenants. A default or termination by a tenant on its lease payments to us would cause us to lose the revenue associated with such lease and may require us to find an alternative source of revenue to meet mortgage payments and prevent a foreclosure, if the Property is subject to a mortgage. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as landlord and may incur substantial costs re-leasing the Property. If a tenant defaults on or terminates a lease, we may be unable to lease the Property for the rent previously received or sell the Property without incurring a loss. These events could cause us to reduce the amount of distributions to investors.

To the extent we acquire retail properties, our revenue will be significantly impacted by the success and economic viability of our retail anchor tenants. Our reliance on a single tenant or significant tenants in certain buildings may decrease our ability to lease vacated space and adversely affect the returns on our Bitholders’ investment.

In the retail sector, a tenant occupying all or a large portion of the gross leasable area of a retail center, commonly referred to as an anchor tenant, may become insolvent, may suffer a downturn in business and default on or terminate its lease, or may decide not to renew its lease. Any of these events would result in a reduction or cessation in rental payments to us from that tenant and would adversely affect our financial condition. A lease termination by an anchor tenant could result in lease terminations or reductions in rent by other tenants whose leases may permit cancellation or rent reduction if an anchor tenant’s lease is terminated. In such event, we may be unable to re-lease the vacated space. Similarly, the leases of some anchor tenants may permit the anchor tenant to transfer its lease to another retailer. The transfer to a new anchor tenant could cause customer traffic in the retail center to decrease and thereby reduce the income generated by that retail center. A lease transfer to a new anchor tenant could also allow other tenants, under the terms of their respective leases, to make reduced rental payments or to terminate their leases. In the event that we are unable to re-lease the vacated space to a new anchor tenant, we may incur additional expenses in order to renovate and subdivide the space to be able to re-lease the space to more than one tenant.

Costs imposed pursuant to governmental laws and regulations may reduce our net income and the cash available for distributions to our investors.

Real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to protection of the environment and human health. We could be subject to liability in the form of fines, penalties or damages for noncompliance with these laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, the remediation of contamination associated with the release or disposal of solid and hazardous materials, the presence of toxic building materials and other health and safety-related concerns. Some of these laws and regulations may impose joint and several liability on the tenants, owners or operators of real property for the costs to investigate or remediate contaminated properties, regardless of fault, whether the contamination occurred prior to purchase, or whether the acts causing the contamination were legal. Activities of our tenants, the condition of properties at the time we buy them, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our properties. The presence of hazardous substances, or the failure to properly manage or remediate these substances, may hinder our ability to sell, rent or pledge such property as collateral for future borrowings. Any material expenditures, fines, penalties or damages we must pay will reduce our ability to make distributions and may reduce the value of your investment.

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The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce the amounts available for distribution to our investors.

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce the amounts available for distribution to you.

We expect that each Property we acquire will be subject to Phase I environmental assessments at the time they are acquired; however, such assessments may not provide complete environmental histories due, for example, to limited available information about prior operations at the properties or other gaps in information at the time we acquire the property. A Phase I environmental assessment is an initial environmental investigation to identify potential environmental liabilities associated with the current and past uses of a given property. If a Property is found to contain hazardous or toxic substances after our acquisition, the value of the Property could decrease below the amount paid for such asset.

Costs associated with complying with the Americans with Disabilities Act may decrease cash available for distributions.

Each Property we acquire may be subject to the Americans with Disabilities Act of 1990, as amended, or the ADA. Under the ADA, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services be made accessible and available to people with disabilities. The ADA’s requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. Any funds used for ADA compliance will reduce our net income and the amount of cash available for distributions to investors.

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce our cash flows and the return on our Bitholders’ investment.

There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters, that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, to the extent we finance the acquisition of a Property, mortgage lenders in some cases insist that commercial property owners purchase coverage against terrorism as a condition for providing mortgage loans. Such insurance policies may not be available at reasonable costs, if at all, which could inhibit our ability to finance or refinance our properties if so required. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We may not have adequate coverage for such losses. If any of our properties incurs a casualty loss that is not fully insured, the value of the assets will be reduced by any such uninsured loss, which may reduce the value of investor interests. In addition, other than any working capital reserve or other reserves we may establish, we have no source of funding to repair or reconstruct any uninsured property. Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced earnings that would result in lower distributions to investors.

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Risks Related to Our Organization and Structure

Our investors do not elect or vote on our Manager and have limited ability to influence decisions regarding our business.

Our operating agreement provides that the assets, affairs and business of the Company will be managed under the direction of our Manager. Our Bitholders do not elect or vote on our Manager, and, unlike the holders of common shares in a corporation, have only limited voting rights on matters affecting our business, and therefore limited ability to influence decisions regarding our business.

Our Bitholders will have limited voting rights and may be bound by either a majority or supermajority vote.

Generally, holders of our Bits will have voting rights only with respect to certain matters, primarily relating to amendments to our operating agreement that would adversely change the rights of the Common or Preferred Bits, removal of our Manager for “cause,” and the liquidation of the Company. However, holders of our designated classes of Bits will not have the right to vote for removal of our Manager and will only have the right to vote relating to amendments to our operating agreement that would adversely change the rights of the Bits, the liquidation of the Company, and amendments to the particular Bit Designation. Each outstanding Common and Preferred Bit, including designated classes of Bits entitles the holder to one vote on any matter on which the Bitholder is entitled to vote. Generally, matters to be voted on by our Bitholders must be approved by a majority of the votes cast by all Bits present in person or represented by proxy, although the vote to remove the Manager for “cause” requires a two-thirds vote. If any vote occurs, Bitholders will be bound by the majority or supermajority vote, as applicable, even if the Bitholder did not vote with the majority or supermajority.

Certain provisions of our operating agreement and Delaware law could hinder, delay or prevent a change of control of the Company.

Certain provisions of our operating agreement and Delaware law could have the effect of discouraging, delaying or preventing transactions that involve an actual or threatened change of control of the Company. These provisions include the following:

• Authorization of additional Bits, issuances of authorized Bits and classification of Bits without Bitholder approval. Our operating agreement authorizes us to issue additional Bits or other securities of the Company for the consideration and on the terms and conditions established by our Manager without the approval of our Bitholders. In particular, our Manager is authorized to provide for the issuance of an unlimited amount of one or more classes or series of our Bits, including preferred Bits, and to fix the number of Bits, the relative powers, preferences and rights, and the qualifications, limitations or restrictions applicable to each class or series thereof by resolution authorizing the issuance of such class or series. Our ability to issue additional Bits and other securities could render more difficult or discourage an attempt to obtain control over the Company by means of a tender offer, merger or otherwise.

• Delaware Business Combination Statute—Section 203. Section 203 of the DGCL, which restricts certain business combinations with interested shareholders in certain situations, does not apply to limited liability companies unless they elect to utilize it. Our operating agreement does not currently elect to have Section 203 of the DGCL apply to us. In general, this statute prohibits a publicly held Delaware corporation from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction by which that person became an interested shareholder, unless the business combination is approved in a prescribed manner. For purposes of Section 203, a business combination includes a merger, asset sale or other transaction resulting in a financial benefit to the interested shareholder, and an interested shareholder is a person who, together with affiliates and associates, owns, or within three years prior did own, 15% or more of voting shares. Our Manager may elect to amend our operating agreement at any time to have Section 203 apply to us.

• Exclusive authority of our Manager to amend our operating agreement. Our operating agreement provides that our Manager has the exclusive power to adopt, alter or repeal any provision of the operating agreement, unless such amendment would adversely change the rights of the Common or Preferred Bits. Thus, our Bitholders generally may not effect changes to our operating agreement.

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The offering price of our Bits was not established on an independent basis; the actual value of the investment may be substantially less than what investors pay. In the future, when determining the estimated value of our Bits, the value of our Bits will be based upon a number of assumptions that may not be accurate or complete.

We established and will establish the offering price of our Bits of each class on an arbitrary basis. The selling price of our Bits bears no relationship to our book or asset values or to any other established criteria for valuing Bits. Because the offering price is not based upon any independent valuation, the offering price may not be indicative of the proceeds that investors would receive upon liquidation. Further, the offering price may be significantly more than the price which any investor may receive if attempting to resell the Bits in a secondary transaction.

Investor interest in the Company will be diluted if we issue additional Bits.

While investor interest in specific classes of Common or Preferred Bits bearing Bit Designations may not be diluted, when we issue additional Bits of a different class, an investor’s interest in the Company overall will be diluted. Under our operating agreement, we have authority to issue an unlimited number of additional Common  Bits, Preferred Bits or other securities, although, under Regulation A, we are only allowed to sell up to $50,000,000 of our Bits in any 12 month period (although we may raise capital in other ways). In particular, our Manager is authorized, subject to the restrictions of Regulation A and other applicable securities laws, to provide for the issuance of an unlimited amount of one or more classes or series of Bits in the Company, including preferred Bits, and to fix the number of Bits, the relative powers, preferences and rights, and the qualifications, limitations or restrictions applicable to each class or series thereof by resolution authorizing the issuance of such class or series, without Bitholder approval.

By purchasing Bits in this offering, investors are bound by the governing law, jurisdiction, and class action provision contained in our subscription agreement which limits an investor’s ability to bring class action lawsuits or seek remedy on a class basis.

By purchasing Bits in this offering, investors agree to be bound by the governing law and jurisdiction provisions contained in Section 6 of our subscription agreement. Such governing law and jurisdiction provision applies to claims that may be made regarding this offering and, among other things, limits the ability of investors to request trial by jury or seek remedy outside of the State of Oregon. As such, these provisions may limit an investor’s ability to bring a claim in a judicial forum that the investor finds favorable for such disputes and may discourage lawsuits with respect to such claims.

Further, Section 6 of the subscription agreement restricts the ability of individual investors to bring class action lawsuits or to similarly seek remedy on a class basis, unless otherwise consented to by us. These restrictions on the ability to bring a class action lawsuit is likely to result in increased costs, both in terms of time and money, to individual investors who wish to pursue claims against us.

We may have offered securities in violation of the Securities Act of 1933, which could give certain purchasers of our Bits the right to seek refunds.

On March 21, 2018, a video in which Mr. Aginsky was interviewed regarding the offering of our Common Bits was published to YouTube without the knowledge of the Company. That video was published without the opportunity for the Company to include the legends required by Rule 255(b) under Regulation A under the Securities Act of 1933, or to correct inaccurate statements made in the interview in accordance with Rule 255(d) under Regulation A. A transcript and explanatory note regarding the video are included as an exhibit to the offering statement of which this offering circular forms a part. While we believe we have an argument that no violation occurred and would challenge any assertion of liability, the publishing of the video may have resulted in a violation of Section 5 of the Securities Act of 1933 prohibiting offers or sales of securities unless registered or meeting the conditions of an exemption from registration, in that the exemption for offers and sales under Regulation A is only available when the correct legends are included. Liability for violations of Section 5 of the Securities Act is determined under Section 12(a)(1) of the Securities Act, which provides that any person who violates Section 5 is liable to any purchaser, who may recover the consideration paid, with interest. Section 13 of the Securities Act limits the time period for recovery under such violation as one year after the violation upon which it is based, which would be May 30, 2019—one year from when we discovered the publishing of the video and added the legend required by Rule 255 as a comment to the video.

Section 12(a)(1) is a strict liability provision, and does not require a showing that the investor was influenced by the video. As such, following the acquisition of any property identified in this offering circular, and up to May 30, 2019, we may be confronted with claims to rescind any investment made. This will create a degree of uncertainty regarding our financial position and any claims by investors may harm our financial position whether or not we are able to assert a successful defense to any claim.

Risks Related to Employee Benefit Plans and Individual Retirement Accounts

In some cases, if investors fail to meet the fiduciary and other standards under ERISA, the Code or common law as a result of an investment in our Bits, investors could be subject to liability for losses as well as civil penalties.

There are special considerations that apply to investing in our Bits on behalf of pension, profit sharing or 401(k) plans, health or welfare plans, individual retirement accounts or Keogh plans. If an investor is making an investment of the assets of any of the entities identified in the prior sentence in our Bits, the investor should satisfy itself that:

• the investment is consistent with your fiduciary obligations under applicable law, including common law, ERISA and the Code;

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• the investment is made in accordance with the documents and instruments governing the trust, plan or IRA, including a plan’s investment policy;

• the investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA, if applicable, and other applicable provisions of ERISA and the Code;

• the investment will not impair the liquidity of the trust, plan or IRA;

• the investment will not produce “unrelated business taxable income” for the plan or IRA;

• it will be able to value the assets of the plan annually in accordance with ERISA requirements and applicable provisions of the applicable trust, plan or IRA document; and

• the investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil penalties, and can subject the fiduciary to liability for any resulting losses as well as equitable remedies. In addition, if an investment in our Bits constitutes a prohibited transaction under the Code, the “disqualified person” that engaged in the transaction may be subject to the imposition of excise taxes with respect to the amount invested.

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DILUTION

Dilution means a reduction in value, control, or earnings of the shares the investor owns.

As of the date of this offering circular, Buildings Bits Holdings owns 100% of our outstanding Common Bits. Those Bits do not bear any specific Bit Designation. While investors in this offering will be acquiring Common Bits or Preferred Bits of the Company, the economic rights of such Bits will be based on the specific Bit Designation.

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PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

Plan of Distribution

We are offering up to $1,400,781 of Class SouthStar-VillePlatte.LA Common Bits and Preferred Bits with a minimum of $428,147, up to $696,000 of Class Scooter-KansasCity.MO Common and Preferred Bits with a minimum of $211,500 pursuant to this offering circular. The minimum investment is $500 to receive a class of our Common Bits, and $200,000 to receive a class of our Preferred Bits. This offering circular will be amended from time to time to reflect additional classes of our Bits. Our Common and Preferred Bits being offered hereby will be sold through our efforts and those of our Manager. We intend to use the BuildingBits Platform at www.buildingbits.com in order to inform investors about the availability of our offering. During the course of this offering, we may decide to engage a broker-dealer if doing so would be in our interest. In that event, we will file an offering circular supplement identifying the new broker-dealer arrangements.

We will commence the offering of each class of Bits promptly after the date this offering circular or a supplement thereto relating to a specific class of Bits is qualified by the Commission by posting each project summary relating to a particular Property as a separate landing page on the BuildingBits Platform. We will be acquiring properties from unaffiliated third-party sellers with which we have entered into Purchase and Sale Agreement with a defined time period during which we will have exclusive rights to acquire the specified property. The offering of each class of Bits is being conducted on a best efforts basis and will remain open until the earlier of (i) the date the particular class of Bit is fully subscribed, or (ii) the date the particular class of Bit is closed in the discretion of the Manager so long as we have received the minimum required investment for that class of Bit. Should the Company not reach the milestones targets in accordance with the milestone provisions included in the particular Purchase and Sale Agreement, the Company will terminate the offering of that particular class of Bits. The Company reserves the right to amend the milestone dates with the property seller under that Purchase and Sale Agreement. Under no circumstances will an offering for a particular class of Bit extend beyond 12 months after its qualification by the Commission, nor will we accept funds if the minimum is not reached. If the minimum contingency is not reached within 12 months after qualification, all funds will be promptly returned directly to the subscriber without deduction.

We reserve the right to reject any investor’s subscription in whole or in part for any reason. If the offering terminates or if any prospective investor’s subscription is rejected, all funds received from such investors will be returned without interest or deduction.

Procedure for Subscribing

Investors will be able to subscribe to purchase our Class SouthStar-VillePlatte.LA Common Bits and Preferred Bits and Class Scooter-KansasCity.MO Common and Preferred Bits through the BuildingBits Platform at www.buildingbits.com. On the BuildingBits Platform, investors will have access to this offering circular and exhibits filed therewith. To subscribe, investors must create an account on the BuildingBits Platform, execute our subscription agreement, and authorize an ACH transfer of $500 or greater for our Common Bits or $200,000 or greater for our Preferred Bits, which will be deposited in an escrow account.

Escrow of Funds Prior to Closing

Funds contributed by investors will be deposited in an escrow account established by Provident Trust Group, LLC, a Nevada licensed trust company (the “Escrow Agent”). The Escrow Agent has agreed in writing to hold funds for the offerings of the Company’s Bits. All subscription funds received for the offering of any particular class of Bits will be transmitted promptly and directly to the Escrow Agent and will be held until the minimum amount has been reached for that class of Bit. Only after reaching the required minimum will the Escrow Agent allow funds to be transferred to the Company. Should we not receive subscriptions for the minimum number of the particular class of Bits in accordance with the milestone provisions of the particular Purchase and Sale Agreement such that the seller withdraws from the particular Purchase and Sale Agreement, the Company will terminate the offering related to that property and funds will promptly be returned directly to the subscriber without deduction. Additionally, under no circumstances will an offering for a particular class of Bit extend beyond 12 months after its qualification by the Commission. If the minimum contingency is not reached within 12 months after qualification, all funds will be promptly returned directly to the subscriber without deduction.

The Escrow Agent has not investigated the desirability or advisability of investing in our Bits, not has the Escrow Agent approved, endorsed, or passed upon the merits of purchasing our Bits.

Record of Ownership

Investors will not receive certificates demonstrating ownership of their Bits. Ownership of our Common Bits and Preferred Bits will be recorded as book entry securities by Building Bits Properties I, LLC and by Colonial Stock Transfer Company, Inc., our transfer agent.

Investment Considerations of our Purchase and Sale Agreement

We have entered into a Purchase and Sale Agreement with the seller of each Property. Certain Purchase and Sale Agreements provides that the seller may terminate the Purchase and Sale Agreement if we do not reach certain milestones in the prescribed period of time.

Milestones

Certain of our Purchase and Sale agreements contain milestone provisions for receiving funding commitments for an offering of a particular class of Bits related to a Property. The milestones function to provide the property seller certainty that the seller will be able to sell the property to us in a reasonable timeframe and may be amended by the Company and the seller should the parties agree to amend the milestone terms. In this way, the milestones are not a condition of the Offering, but rather a condition of the Purchase and Sale Agreement.  Following the inclusion of a Property in a qualified offering statement under Regulation A, we will initially have forty-five (45) calendar days to reach the first funding milestone of the greater of two percent of the purchase price of the property, or six percent of the stated funding goal. Following the attainment and expiration of the first funding milestone, we will have forty-five (45) days to achieve the second funding milestone of the greater of twelve percent of the purchase price of the property or thirty-five percent of the stated funding goal. As previously stated, should the Company and the property seller come to terms to amend the milestones, we reserve the right to do so.

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Transferability of our Common and Preferred Bits

Our Common and Preferred Bits are generally freely transferable by our Bitholders subject to any restrictions imposed by applicable securities laws or regulations, and our operating agreement. To facilitate transferability of our Common and Preferred Bits, we are examining the possibility of having our Bits quoted on OTC Markets. Investors should note that no firm arrangements are in place and we may never have our Bits quoted on OTC Markets. Investors should expect to hold their Bits for an indefinite period of time.

Any transfer in violation of the operating agreement will be deemed invalid, null and void, and of no force or effect. Any person to whom our Bits are attempted to be transferred in violation of the operating agreement will not be entitled to vote on matters coming before the Bitholders, receive distributions from the Company or have any other rights in or with respect to our Bits. We will not have the ability to reject a transfer of our Bits where all applicable transfer requirements, including those imposed under the transfer provisions of our operating agreement, are satisfied.

Advertising, Sales and other Promotional Materials

In addition to this offering circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this offering. These materials may include information relating to this offering, the past performance of the Company and its affiliates, property brochures, articles and publications concerning real estate, or public advertisements and audio-visual materials, in each case only as authorized by us. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material. Although these materials will not contain information in conflict with the information provided by this offering circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to our Bits, these materials will not give a complete understanding of this offering, us or our Bits and are not to be considered part of this offering circular. This offering is made only by means of this offering circular and prospective investors must read and rely on the information provided in this offering circular in connection with their decision to invest in our Bits. 

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DESCRIPTION OF THE COMPANY’S BUSINESS

Our Company

Building Bits Properties I, LLC is a newly formed, Manager-managed, limited liability company organized in the State of Delaware. The Company will have a perpetual existence and is governed by the terms of our operating agreement. Our Manager is BuildingBits Asset Management, LLC, which is wholly owned by Building Bits Holdings, LLC.

Each property acquired by Building Bits Properties I, LLC will be owned by a wholly-owned subsidiary of Building Bits Properties I, LLC. These subsidiaries will be structured as limited liability companies organized in the State of Delaware (each a “Property LLC”). This structure is standard within the real estate industry to limit the liabilities of each property from the liabilities of other properties ultimately owned by Building Bits Properties I, LLC. This limitation of liability will extend to any financing required for the acquisition of any property as loans will be the liability of each Property LLC.

Investors in this offering have the opportunity to purchase Bits of Building Bits Properties I, LLC that are classified based on the acquisition of specific properties. The terms of each class of Bits will be covered in a Bit designation (each a “Bit Designation”) corresponding to special economic rights related to the Property LLC that holds title to the specific property. These special economic rights include the right to receive distributions from the wholly-owned subsidiary that flow upwards to Building Bits Properties I, LLC. Additionally, should we dispose of an asset covered by the Bit Designation, investors will automatically receive their pro rata share of the net proceeds of the disposition. Under the terms of the Bit Designation, the holders of that class of Bits will automatically withdraw as members of the Company and the class of Bits will cease to exist.

We do not intend for the Company to have significant operating expenses that would require the payment of expenses by the Company out of the cash flow of the Property LLCs. Each Property LLC will be responsible for covering expenses relating to any real estate broker commission, legal fees for the Property LLC organization and acquisition of property, property audits and appraisals, among other expenses. In the event that the Company incurs operating expenses, the Company will pay those expenses from the distributions received by each Property LLC prior to distributions being made to Bitholders in accordance with Section 5.13 of the Company’s Operating Agreement. We intend to deduct what is necessary to cover the expenses from the revenues on a pro rata basis based upon the value of the underlying property asset for each Property LLC. For example, if the Company has expenses of $1000, and we have three Property LLCs with real estate assets of $1 million, $1 million, and $2 million, that have each made distributions to the Company in the amounts of $1000, $1000, and $2000, respectively, then we would deduct $250, $250, and $500 prior to distributing the remaining funds to Bitholders whose Bit Designation cover those particular Property LLCs. In the event that a Property LLC distributes funds to the Company that are insufficient to cover its pro rata share of expenses, BuildingBits Asset Management, LLC will cover the cost and will be reimbursed out of the funds received from the deficient Property LLC in future periods.

Investors may find out about offerings of the Company, and will be able to acquire our Bits, through the online platform located at www.buildingbits.com (the “BuildingBits Platform”). The BuildingBits Platform is owned and operated by Building Bits Holdings, LLC.

Our Management

Our Manager under our operating agreement is BuildingBits Asset Management, LLC. Decisions are made by Mr. Alexander Aginsky and Mr. Andrei Zverev. Our Manager is entitled to fees as set out below under “Compensation of our Management”. Investors will not have any role in the day-to-day management of the Company or the acquired properties.

Property Selection Criteria

Our Manager will select properties among properties submitted to the Company by real estate brokers and independent property owners. The selection criteria for properties is as follows:

· Properties must be commercial properties; no single-family residential or low-unit residential (e.g. 1-4 units). Large, multi-unit apartment properties will be considered.

· Existing properties must be currently income-producing, with multi-year leases in place. Newly constructed properties may be considered even if not yet income-producing, and large, multi-unit apartment properties may have leases of less than one year.

· Properties may not be “value-add” properties that require extensive repair or refurbishing.

· Properties must be financeable by major lenders.

· Properties must be free of legal disputes, including, but not limited to environmental liability or ongoing litigation.

In addition to selecting properties that we may acquire in their entirety, we may also select opportunities that involve the acquisition of a fractional share of a property. If we acquire a fractional interest in any property, we will require that the seller grant to the Manager the right to manage and control the disposition of the property.

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BuildingBits Rating

Following selection of a particular property, we will make available to prospective investors insight into our reasoning through our proprietary BuildingBits Rating which summarizes and systematizes specific factors we analyzed to select properties. The rating system is not intended to be investment advice, but rather an additional set of data that investors may analyze in the course of making an investment based on their personal investment preferences.

The factors that are included in the BuildingBits Rating include:

· Projected cap rate, that is the ratio of net operating income (which does not take into account capital expenditures, leasing commissions, debt service, reserves, or depreciation expenses) to property asset value, in which a higher cap rate earned a higher score;

· Geographic location, in which properties in larger population areas earn a higher score;

· Tenant quality, in which we utilize common accepted credit evaluations of the tenants or their parent companies and higher credit ratings earn a higher score;

· Lease terms, in which longer leases earn a higher score;

· Building class, in which buildings are scored for their quality of construction with higher quality earning a higher score;

· Building age/useful life, in which newer buildings with a longer useful life earn a higher score.

These factors are measures and aggregated on a weighted basis to return a shorthand BuildingBits Rating. Investors should note that the “Tenant quality” rating may include the common accepted credit evaluations of parent companies that are not liable under terms of any particular lease. In those instances, the “Tenant quality” rating should not be considered a direct evaluation of the creditworthiness of the specific tenant. These ratings, and the underlying factors, are included in this Offering Circular.

The detailed methodology for calculation of the BuildingBits Rating is as follows:

Projected Cap Rate	Score
< 2.5%		0
2.5-3.5%		1
3.5-4.5%		3
4.5-5.5%		5
5.5-6.5%		7
6.5-7.5%		8
7.5-8.5%		8.5
8.5-9.5%		9
9.5-10.5%		9.5
>10.5%		10

Location	Score
Hamlet – a hamlet has a tiny population (<100) and very few (if any) services, and few buildings.		0
Village – a village is a settlement or community that is larger than a hamlet but, smaller than a town. A village generally does not have many services, most likely a church or only a small shop or post office. The population of a village varies however, the average population can range from one hundred to one thousand residents.		2
Town – a town has a population of 1,000 to 20,000.		4
Large town – a large town has a population of 20,000 to 100,000.		5.5
City – a city would have abundant services, but not as many as a large city. The population of a city is over 100,000 people up to 300,000.		7
Large city – a city with a large population and many services. The population is <1 million people but over 300,000 people.		8
Metropolis – a large city and its suburbs consisting of multiple cities and towns. The population is usually one to three million.		8.5
Conurbation - a group of large cities and their suburbs, consisting of three to eight million people.		9
Megalopolis - a group of conurbations, consisting of eight to twelve million people.		9.5
Global Hubs - the ten largest cities in the world with populations of 12 million people or more.		10

Tenant Quality	Score
Prime		10
High grade		9.5
Upper medium grade		9
Lower medium grade		8.5
Non-investment grade speculative		7
Highly speculative		5.5
Substantial risks		4
Extremely speculative		2
Default imminent		1
In default		0

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Lease Term	Score
Month to month		0
1-6 months		1
6-12 months		2.5
1-2 years		4
2-3 years		5.5
3-5 years		7
5-8 years		8
8-10 years		9
10-15 years		9.5
Greater than 15 years		10

Building Class	Score
F		0
F+		1
D		2.5
D+		4
C		5.5
C+		7
B		8.5
B+		9
A		9.5
A+		10

Useful Life	Score
36+ years		10
32-35 years		9
28-31 years		8
24-27 years		7
20-23 years		6
16-19 years		5
8-11 years		4
4-7 years		3
0-3 years		2
0 years		1

Intent for Distributions

We intend to make distributions to investors of the funds legally available for distribution under the terms of each Bit Designation. Under each Bit Designation, the holders of the Bits reflected in the Bit Designation will be entitled to receive distributions when the Company receives distributions from the Property LLC. Distributions will be made on a pro rata basis among holders of our Common and Preferred Bits after fees set out in Section 5.10 of our operating agreement have been deducted, as well as any expenses under Section 5.13. Whether each Property LLC is able to distribute funds to the Company will depend on its current financial situation, including such factors as its generation of revenues greater than expenses, and any capital expenditure requirements. BuildingBits Asset Management, LLC has complete discretion in regards to whether the Property LLC is able to distribute funds to the Company.

Leverage on Properties

In the event we do not reach the maximum offering amount for any particular class or classes of Bits, we intend to use debt financing to acquire each Property, with proceeds from the offering accounting for 25% to 100% of the purchase price of the property. Debt financing will be received by each Property LLC and will be non-recourse debt, secured by the property. Except for industry standard “bad boy” carve-outs that would result in the lender having full-recourse to the Property LLC (but not to investors), and any guarantor on the loan, which would be the CEO of our Manager, Alexander Aginsky, personally, we do not intend for the Company to provide a guarantee to any lender that has provided financing to a Property LLC. The “bad-boy” carve-outs include: (i) fraud or intentional misrepresentation by the borrower; (ii) waste occurring to or on the mortgaged property; (iii) gross negligence or criminal acts of the borrower that result in the forfeiture, seizure or loss of any portion of the mortgaged property; (iv) misapplication or misappropriation of rents, insurance proceeds or condemnation awards received by the borrower after the occurrence and during the continuance of an event of default; and (v) any sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment or transfer of the mortgaged property, or any part thereof, without the prior written consent of the lender.

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PROPERTY DESCRIPTION AND USE OF PROCEEDS

VILLE PLATTE SOUTH STAR PROPERTY

Property Overview

The property we intend to acquire through the proceeds of this offering of our Common and Preferred Bits bearing the Class SouthStar-VillePlatte.LA Bit Designation is a freestanding urgent care building located at 804 E. LaSalle St., Ville Platte, LA 70586 (the “Ville Platte South Star Property”). Ville Platte is parish seat of Evangeline Parish, Louisiana. The property is newly constructed and was built to suit as a Hulin Health LLC urgent care facility operating as South Star Urgent Care. No tenant has previously occupied the space.

 

Image: Ville Platte South Star Property Site

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Building Facts

· Building Size: approximately 3,750 square feet

· Lot Size: 0.84 acres

· Number of Stories: 1

· Year Built: 2019

· Parking ratio: 8/1000 square feet

Images: Ville Platte South Star Property Site Interior

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Image: Location of property relative to other services and destinations

Financial Summary

The following financial summary covers certain material information regarding the Ville Platte South Star Property.

· Acquisition Price: $1,299,050

· Square Footage: approximately 3,750 square feet

· Price Per Square Foot: $346.41

· 2019 Projected Cap Rate: 8.0% (determined by dividing the projected Net Operating Income by Acquisition Price)

Determination of Net Operating Income and Cap Rate

As previously noted in the Risk Factors to this offering circular, the Net Operating Income includes the income generated by the property from its operations (i.e., rental income), minus operating expenses (e.g., maintenance, insurance, taxes, etc.). This measure does not include expenses that are unconnected with the operation of the property, such as capital expenditures, leasing commissions, debt service, reserves, tax impact, rental increases, disposition value and depreciation expenses.

The 2019 projected Net Operating Income and Cap Rate of the Ville Platte South Star Property is based on generating an annualized gross income of $103,998 payable by the Tenant, which is the Fixed Rent identified below. In addition, the Tenant is responsible for 100% of the cost of taxes, insurance, and operating expenses of the property. Investors should note, during the 2019 fiscal year, rent will be paid from April to December as a result of the Tenant not taking possession of the property until March. Over this time period the gross income will be $77,998.50.

As the Tenant is responsible for 100% of the cost of taxes, insurance, and operating expenses of the property, we will have no operating expenses to subtract against the gross income. Investors should note that we are likely incur other expenses that are not considered operating expenses. For instance, as identified in the Use of Proceeds below, should we raise less than the maximum amount we are seeking for the Ville Platte South Star Property, we are likely to incur upfront and ongoing financing expenses.

As discussed here, we are able to arrive at an annualized 2019 projected Net Operating Income of $103,998. By dividing the annualized 2019 projected Net Operating Income of $103,998 by the Acquisition Price of $1,299,050, we obtained an annualized 2019 projected Cap Rate of 8.01%.

Tenant Information

The tenant that will occupy the Ville Platte South Star Property is Hulin Health, LLC d/b/a South Star Urgent Care (“Tenant”). The Tenant will operate the Ville Platte South Star Property as an urgent care facility.

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Lease Summary

A summary of the lease terms of the Tenant is provided below:

Original Lease Execution: October 8, 2018

Rent Commencement Date: Approximately April 1, 2019, following the anticipated date of the Tenant taking possession on March 2, 2019   

Lease Expiration: 10 years from the Rent Commencement Date

Renewal Options: Tenant has the option to renew the lease for four (4) additional periods of 5 years each

Rent Components: Rent is composed of the Fixed Rent and Additional Rent. The Fixed Rent rates are identified below. The Tenant is responsible to pay the real estate taxes, any and all special assessments levied against the property directly to the taxing authority and the utility bills to the utility companies. Should Tenant not pay in a timely manner the Landlord has the right to pay the bills and to submit receipts of paid invoices to be reimbursed promptly by the Tenant. The real property insurance will be paid by the Landlord and be reimbursed by the Tenant to the Landlord with ten (10) days of Tenant’s receipt of invoices or Premiums related thereto.

Fixed Rent
Period	Monthly Rent		Annual Rent
Years 1	$	8,665.67	$	103,998.00
Years 2 through 5		Shall increase 1% annually		Shall increase 1% annually (1	)
Years 6 through 10		Shall increase 1.5% annually		Shall increase 1.5% annually (2	)
Years 11 through 15 (Renewal option 1)		Shall increase 1.5% annually		Shall increase 1.5% annually (3	)
Years 16 through 20 (Renewal option 2)		Shall increase 1.5% annually		Shall increase 1.5% annually (4	)
Years 21 through 25 (Renewal option 3)		Shall increase 1.5% annually		Shall increase 1.5% annually (5	)
Years 26 through 30 (Renewal option 4)		Shall increase 1.5% annually		Shall increase 1.5% annually (6	)

(1) For years 2 through 5, annual rent will increase from $105,027.88 to $108,210.33

(2) For years 6 though 10, annual rent will increase from $109,833.48 to $116,573.26

(3) Upon exercise of the first renewal option, for years 11 through 15, annual rent would increase from $118,321.86 to $125,582.51

(4) Upon exercise of the second renewal option, for years 16 through 20, annual rent would increase from $127,466.24 to $135,288.02

(5) Upon exercise of the third renewal option, for years 21 through 25, annual rent would increase from $137,317.34 to $145,743.62

(6) Upon exercise of the fourth renewal option, for years 26 through 30, annual rent would increase from $147,929.78 to $157,007.28

Intended Improvements and Capital Expenditures

The property is newly constructed and is anticipated to not require any improvements or capital expenditures within one year of this offering.

Property Specific Risks

In addition to the risk factors included in this offering circular, the following risk factors also apply to the identified property:

The current tenant may not renew its lease upon expiration, and suitable replacement tenant may not be found. The lease for the current tenant will expire ten years from the Rent Commencement Date. The tenant has four options to renew the lease for additional periods of five years each. If the tenant decides to not renew, we will be required to expend resources to seek out a new tenant for the property. There is no guarantee that a suitable tenant will be found that will enter into long-term leases at rates favorable to the Company.

Economic conditions may alter the desirability of the Ville Platte South Star Property. As noted below under “Local Market Overview”, Evangeline Parish has experienced recent population declines, which will limit commercial activity in the region. As other properties become vacant, the tenant may seek options other than the Ville Platte South Star Property following the end of the ten year lease.

Economic and Demographic trends in Evangeline Parish are negative, reducing our ability to generate income from the property. From 2010 to 2017 the Evangeline Parish, Louisiana population has decreased from approximately 33,956 to 33,708. At the same time as its unemployment rate has been above the national average. Further, the median household income in Ville Platte is estimated to be lower than the national average. These trends may result in reduced demand for commercial real estate, and increase the risk that we would be required to reduce the rental rates on the property, or experience vacancies following the end of the current lease.

Tenant Creditworthiness Assessment

We have not made an evaluation of the tenant creditworthiness for this property.

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Local Market Overview

Ville Platte is sited within Evangeline Parish, Louisiana. The region has experienced slight population decline from 2010 to 2017, decreasing from approximately 33,956 to 33,708. Ville Platte has experienced slight population decline as well, decreasing from approximately 7,422 in 2010 to 7,166 in 2017.

From 2015 to 2016, the median household income of Evangeline Parish, LA grew from $30,009 to $30,724, a 2.38% increase. Evangeline Parish, LA is the 32nd most populated county in Louisiana.

As of 2016, Ville Platte had 6,695 households and 16,683 people within a 7.5 mile radius and had a primary traffic count of 11,229. It is also home to the Louisiana Swamp Pop Museum.

Summary population and demographic information for the Evangeline Parish, LA is as follows:

Demographic Profile	Education
2017 Population: 33,708	2013-2017 High School Diploma or Higher: 74.0%
2010 Population: 33,956	2013-2017 Bachelor’s Degree or Higher: 12.9%
Percent Change 2010-2017: -0.7%
Percent Change US 2010-2017: +5.30%	Employment
2016 Median Household Income: $59,039	Evangeline Parish, LA Unemployment Rate: 4.7% (Dec. 2017)
	US Unemployment Rate: 4.1% (Dec. 2017)

While comparable asking prices for facilities for sale or lease in Evangeline Parish, LA are not available, the Company has compiled a comparison of per square foot asking prices for other urgent care facilities in similarly situated areas within Alabama, Mississippi, and Louisiana. The following chart does not demonstrate any trends in asking prices, but does identify that the per square foot asking price is similar to that of comparable urgent care facilities.

BuildingBits Rating

Metric		Score		Weight			Weighted Score
Projected Cap Rate	7.5-8.5%.		8.5		35	%		2.975
Location	Town – a  town has a population of 1,000 to 20,000.		4		25	%		1
Tenant Quality	Non-Investment Grade Speculative		7		18	%		1.26
Lease Term	10-15 years		9.5		12	%		1.14
Building Class	A		9.5		5	%		0.475
Useful Life	36+ years		10		5	%		0.5
								7.35
	ON A SCALE OF 1 TO 5				100	%		3.675

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Exclusivity Period

We have entered into a Purchase and Sale Agreement with the seller of the Ville Platte South Star Property, 3Z Ville Platte, LLC, on February 15, 2019. The Purchase and Sale Agreement grants us the exclusive right to acquire the property for the stated acquisition price by meeting certain funding milestone events. This procedure is described in greater detail under “Plan of Distribution” and the Purchase and Sale Agreement has been included as an exhibit to this offering circular.

Use of Proceeds

The net proceeds of a fully subscribed offering of our Class SouthStar-VillePlatte.LA Common and Preferred Bits, after total offering expenses will be approximately $1,372,031. The corresponding net proceeds for a minimum offering will be approximately $407,291. We plan to use these proceeds as follows:

	Minimum Offering (25% down-payment) ($428,147)					Mid-Range Offering (35% down-payment) ($570,945)					Maximum Offering (100% down-payment ($1,400,781)
Use	Dollar Amount		Percentage of Proceeds			Dollar Amount		Percentage of Proceeds			Dollar Amount		Percentage of Proceeds
Offering transaction expenses(1)	$	5,068.75		1.18	%	$	5,068.75		0.89	%	$	5,068.75		0.36	%
Proportionate offering expenses(2)	$	15,787.27		3.69	%	$	23,680.91		4.15	%	$	23,680.91		1.69	%
Acquisition fees(3)	$	29,990.50		7.00	%	$	29,990.50		5.25	%	$	29,990.50		2.14	%
Financing fees	$	19,546.68		4.57	%	$	19,546.68		3.42	%		—		—
Cash down payment	$	324,762.50		75.85	%	$	454,667.50		79.63	%	$	1,299,050.00		92.74	%
Any other fees paid to the Manager		—		—			—		—			—		—
Reserves - capital expenses	$	20,000.00		4.67	%	$	25,000.00		4.38	%	$	30,000.00		2.14	%
Reserves – taxes and insurance (0.90% of purchase price)	$	12,990.50		3.03	%	$	12,990.50		2.28	%	$	12,990.50		0.93	%

(1) Offering expenses include anticipated fees due to the selected transfer agent and escrow agent.

(2)

Proportionate offering expense include the share contributed by each class of Bit to reimbursing the professional expenses, including the audit expense for the historical financial statements of the seller of the Ville Platte South Star Property, incurred by the Manager in connection with this offering. In the event of receiving less than the mid-range offering amount, the Manager will not be fully reimbursed and will absorb the balance of the actual cost.

(3)

Acquisition fees include expenses incurred by the Manager in connection with the selection and acquisition of the property, including legal, and due diligence costs, along with commission paid to BuildingBits Real Estate Services, LLC.

Ongoing Performance Information

We intend to make available electronically through the BuildingBits Platform regular updates, no less than quarterly, about the operations of the property. These updates will include quarterly unaudited profit and loss statements.

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KANSAS CITY SCOOTER’S COFFEE PROPERTY

Property Overview

The property we intend to acquire through the proceeds of this offering of our Common and Preferred Bits bearing the Class Scooter-KansasCity.MO Bit Designation is a freestanding retail building with a drive-thru located at 5166 North Oak Trafficway, Kansas City, Missouri 64118 (the “Kansas City Scooter’s Coffee Property”). Kansas City is a city located in Clay County, Missouri. The property is newly constructed in late 2018 and was built to serve as a Scooter’s Coffee drive-thru coffee shop. The Tenant took possession in late 2018, but rent payments did not commence until January 31, 2019.

Image: Exterior view of property

Building Facts

· Building Size: approximately 450 square feet

· Lot Size: 0.31 acres

· Number of Stories: 1

· Year Built: 2018  

· Parking ratio: None (Drive-Thru)

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Financial Summary

The following financial summary covers certain material information regarding the Kansas City Scooter’s Coffee Property.

· Acquisition Price: $640,000

· Square Footage: approximately 450 square feet

· Price Per Square Foot: $1,422

· 2019 Projected Cap Rate: 6.25% (determined by dividing the projected Net Operating Income by Acquisition Price)

 

Image: Location of property relative to other services and destinations

Determination of Net Operating Income and Cap Rate

As previously noted in the Risk Factors to this offering circular, the Net Operating Income includes the income generated by the property from its operations (i.e., rental income), minus operating expenses (e.g., maintenance, insurance, taxes, etc.). This measure does not include expenses that are unconnected with the operation of the property, such as capital expenditures, leasing commissions, debt service, reserves, tax impact, rental increases, disposition value and depreciation expenses.

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The 2019 projected Net Operating Income and Cap Rate of the Kansas City Scooter’s Coffee Property is based on generating an annual gross income of $39,999.96 payable by the Tenant, which is the Fixed Rent identified below. In addition, the Tenant is responsible for 100% of the cost of taxes, insurance, and operating expenses of the property.

As the Tenant is responsible for 100% of the cost of taxes, insurance, and operating expenses of the property, we will have no operating expenses to subtract against the gross income. Investors should note that we are likely incur other expenses that are not considered operating expenses. For instance, as identified in the Use of Proceeds below, should we raise less than the maximum amount we are seeking for the Kansas City Scooter’s Coffee Property, we are likely to incur upfront and ongoing financing expenses.

As discussed here, we are able to arrive at an annualized 2019 projected Net Operating Income of $39,999.96. By dividing the annualized 2019 projected Net Operating Income of $39,999.96 by the Acquisition Price of $640,000, we obtained an annualized 2019 projected Cap Rate of 6.25%.

Tenant Information

The tenant that occupying the Kansas City Scooter’s Coffee Property is Freedom Enterprises, LLC d/b/a Scooter’s Coffee (“Tenant”). The Tenant will operate the Kansas City Scooter’s Coffee Property as a drive-thru coffee business.

Lease Summary

A summary of the lease terms of the Tenant is provided below:

Original Lease Execution: September 11, 2017

Rent Commencement Date: January 31, 2019

Lease Expiration: November 30, 2033

Renewal Options: Tenant has the option to renew the lease for three (3) additional periods of five (5) years each

Rent Components: Rent is composed of the Fixed Rent and Additional Rent. The Fixed Rent rates are identified below. The Tenant is responsible to pay the real estate taxes, any and all special assessments levied against the property directly to the taxing authority and the utility bills to the utility companies. Insurance policies on the property shall be provided by the Tenant at its expense, such as commercial and general liability insurance.

Fixed Rent
Period	Monthly Rent		Annual Rent
Years 1 through 5	$	3,333.33	$	39,999.96
Years 6 through 10	$	3,566.66	$	42,799.92
Years 11 through 15	$	3,816.33	$	45,795.96
Years 16 through 20 (Renewal option 1)	$	4,197.96	$	50,375.52
Years 21 through 25 (Renewal option 2)	$	4,617.76	$	55,413.12
Years 26 through 30 (Renewal option 3)	$	5,079.53	$	60,954.36

Intended Improvements and Capital Expenditures

The property is newly constructed and is anticipated to not require any improvements or capital expenditures within one year of this offering.

Property Specific Risks

In addition to the risk factors included in this offering circular, the following risk factors also apply to the identified property:

The current tenant may not renew its lease upon expiration, and suitable replacement tenant may not be found. The lease for the current tenant will expire November 30, 2033. The tenant has three options to renew the lease for additional periods of five years each. If the tenant decides to not renew, we will be required to expend resources to seek out a new tenant for the property. There is no guarantee that a suitable tenant will be found that will enter into long-term leases at rates favorable to the Company.

Declining performance of nearby retailers could negatively impact operations of the property. We believe that the location of the property being in close proximity of other businesses will be favorable to the tenant. However, should nearby tenants go out of business, or consumers change their purchasing habits, the tenant may decide that it no longer desires to operate at this location and choose to breach the lease agreement, potentially creating increased costs for us to protect our interests under the lease, and maintain the property without tenant contributions.

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Tenant Creditworthiness Assessment

We have not made an evaluation of the tenant creditworthiness for this property.

Local Market Overview

Kansas City is sited within Clay County, Missouri. Kansas City has experienced a population increase of 4.86% from 2010 to 2017, increasing from approximately 454,876 in 2010 to 476,974 in 2017. The Kansas City MSA had a 2017 estimated population of 2,104,509. Kansas City is the most populous city in Missouri.

From 2015 to 2016, the median household income of Kansas City grew from $50,259 to $51,235, a 1.94% increase. As of 2016, Kansas City had 198,202 households. The population within a 1, 3, and 5-mile radius of the Kansas City Scooter’s Coffee Property is 8,165, 74,755, and 143,508, respectively. Kansas City is officially nicknamed the “City of Fountains” due to the 48 publicly-operated fountains located in the city.

Summary population and demographic information for Kansas City is as follows:

Demographic Profile	Education
2017 Population: 476,974	2017 High School Diploma or Higher: 89.1%
2010 Population: 454,876	2017 Bachelor’s Degree or Higher: 33.5%
Percent Change 2010-2017: +4.86%
Percent Change US 2010-2017: +5.30%	Employment
2017 Median Household Income: $60,336	Kansas City Unemployment Rate: 3.3% (Dec. 2018)
	US Unemployment Rate: 3.9% (Dec. 2018)

While we have not been able to compile comparable asking prices for facilities for sale or lease in Kansas City, the Company has compiled a comparison of per square foot asking prices for other drive-thru coffee shops in similarly situated areas within Missouri, Idaho, Arkansas, and Kansas. The following chart does not demonstrate any trends in asking prices, but does identify that the per square foot asking price is similar to that of comparable drive-thru coffee shops.

 

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BuildingBits Rating

Metric		Score		Weight			Weighted Score
Projected Cap Rate	5.5-6.5%.		7		35	%		2.45
Location	Large city – a city with a large population and many services. The population is <1 million people but over 300,000 people.		8		25	%		2
Tenant Quality	Non-Investment Grade Speculative		7		18	%		1.26
Lease Term	10-15 years		9.5		12	%		1.14
Building Class	A		9.5		5	%		0.475
Useful Life	36+ years		10		5	%		0.5
								7.825
	ON A SCALE OF 1 TO 5				100	%		3.913

Exclusivity Period

We have entered into a Purchase and Sale Agreement with the seller of the Kansas City Scooter’s Coffee Property, CPG North Oak Partners, LLC, on March 1, 2019. The Purchase and Sale Agreement grants us the exclusive right to acquire the property for the stated acquisition price. The Purchase and Sale Agreement has been included as an exhibit to this offering circular.

Use of Proceeds

The net proceeds of a fully subscribed offering of our Class Scooter-KansasCity.MO Common and Preferred Bits, after total offering expenses will be approximately $677,800. The corresponding net proceeds for a minimum offering will be approximately $202,000. We plan to use these proceeds as follows: 

	Minimum Offering (25% down-payment) ($211,500)					Mid-Range Offering (35% down-payment) ($281,500)					Maximum Offering (100% down-payment ($696,000)
Use	Dollar Amount		Percentage of Proceeds			Dollar Amount		Percentage of Proceeds			Dollar Amount		Percentage of Proceeds
Offering transaction expenses(1)	$	1,500		0.71%	$		2,000		0.71%	$		3,200		0.46%
Proportionate offering expenses(2)	$	8,000		3.78%	$		12,000		4.26%	$		15,000		2.16%
Acquisition fees(3)	$	15,000		7.09%	$		16,500		5.86%	$		18,000		2.59%
Financing fees	$	12,000		5.67%	$		10,400		3.69%			$0		0.00%
Cash down payment	$	160,000		75.65%	$		224,000		79.57%	$		640,000		91.95%
Any other fees paid to the Manager		—		—			—		—			—		—
Reserves - capital expenses	$	8,000		3.78%	$		9,600		3.41%	$		12,800		1.84%
Reserves – taxes and insurance (0.90% of purchase price)	$	7,000		3.31%	$		7,000		2.49%	$		7,000		1.01%

(1) Offering expenses include anticipated fees due to the selected transfer agent and escrow agent.

(2)

Proportionate offering expense include the share contributed by each class of Bit to reimbursing the professional expenses, including the audit expense for the historical financial statements of the seller of the Kansas City Scooter’s Coffee Property, incurred by the Manager in connection with this offering. In the event of receiving less than the mid-range offering amount, the Manager will not be fully reimbursed and will absorb the balance of the actual cost.

(3)

Acquisition fees include expenses incurred by the Manager in connection with the selection and acquisition of the property, including legal, and due diligence costs, along with commission paid to BuildingBits Real Estate Services, LLC.

Ongoing Performance Information

We intend to make available electronically through the BuildingBits Platform regular updates, no less than quarterly, about the operations of the property. These updates will include quarterly unaudited profit and loss statements.

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MANAGEMENT

Our Manager

We operate under the direction of our Manager, which is responsible for directing the management of our business and affairs, managing our day-to-day affairs, and implementing our asset acquisition strategy. The Manager and its officers and directors are not required to devote all of their time to our business and are only required to devote such time to our affairs as their duties require.

Our Manager will select commercial real estate acquisition opportunities, and present those opportunities to investors through amendments or supplements to this offering circular. Following the receipt of sufficient investment capital to acquire whole or fractional interests in properties outright or through the use of debt financing, our Manager will complete the acquisition transaction, whereby title to the Property will be held by a wholly-owned subsidiary of the Company. Our Manager, BuildingBits Asset Management, LLC will then be engaged for the day-to-day management of the acquired Property.

Our Manager performs its duties and responsibilities pursuant to our operating agreement. Our Manager maintains a contractual, as opposed to a fiduciary relationship, with us and our Bitholders. Furthermore, we have agreed to limit the liability of our Manager and to indemnify our Manager against certain liabilities.

Responsibilities of our Manager

The responsibilities of our Manager include:

Asset Acquisition and Operations Services

• Approve and oversee our overall investment strategy, which will consist of elements such as asset selection criteria, diversification strategies, operation of assets, and asset disposition strategies;

• serve as our investment and financial manager with respect to sourcing, acquiring, financing, servicing, and managing a diversified portfolio of commercial real estate assets;

• undertake the formation of subsidiary entities to hold title to specific properties;

• structure the terms and conditions of our acquisitions, sales and joint ventures;

• enter into leases and service contracts for the properties;

• approve and oversee our debt financing strategies;

• approve joint ventures, limited partnerships and other such relationships with third parties;

• approve any potential liquidity transaction;

• obtain market research and economic and statistical data in connection with real estate asset acquisition strategies;

• oversee and conduct the due diligence process related to prospective acquisitions;

• prepare reports regarding prospective acquisitions that include recommendations and supporting documentation necessary for preparation of any offering statement; and

• negotiate and execute approved acquisitions and other transactions.

Offering Services

• Develop this offering, including the determination of the specific terms of each class of Bits;

• prepare and approve all marketing materials to be used by us relating to this offering;

• negotiate and coordinate the receipt, collection, processing and acceptance of subscription agreements, commissions, and other administrative support functions;

• create and implement various technology and electronic communications related to this offering; and

• all other services related to this offering.

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Asset Management Services

• Investigate, select, and, on our behalf, engage and conduct business with such persons as our Manager deems necessary to the proper performance of its obligations under our operating agreement, including but not limited to consultants, accountants, real estate brokers, lenders, technical managers, attorneys, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies and any and all persons acting in any other capacity deemed by our Manager necessary or desirable for the performance of any of the services under our operating agreement;

• monitor applicable markets and obtain reports (which may be prepared by our Manager or its affiliates) where appropriate, concerning the value of our investments;

• monitor and evaluate the performance of our investments, provide daily management services to us and perform and supervise the various management and operational functions related to our investments;

• formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of investments on an overall portfolio basis; and

• coordinate and manage relationships between us and any joint venture partners.

Accounting and Other Administrative Services

• Manage and perform the various administrative functions necessary for our day-to-day operations;

• provide or arrange for administrative services, legal services, office space, office furnishings, personnel and other overhead items necessary and incidental to our business and operations;

• provide financial and operational planning services and portfolio management functions;

• maintain accounting data and any other information concerning our activities as will be required to prepare and to file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements;

• maintain all appropriate company books and records;

• oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters;

• supervise the performance of such ministerial and administrative functions as may be necessary in connection with our daily operations;

• provide us with all necessary cash management services;

• manage and coordinate with the transfer agent, if any, the process of making distributions and payments to Bitholders;

• evaluate and obtain adequate insurance coverage based upon risk management determinations;

• provide timely updates related to the overall regulatory environment affecting us, as well as managing compliance with regulatory matters;

• evaluate our corporate governance structure and appropriate policies and procedures related thereto; and

• oversee all reporting, record keeping, internal controls and similar matters in a manner to allow us to comply with applicable law.

Bitholder Services

• Calculate and determine our distribution policy and authorize distributions from time to time;

• approve amounts available for redemptions of our Bits;

• manage communications with our Bitholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and

• establish technology infrastructure to assist in providing Bitholder support and services.

Financing Services

• Identify and evaluate potential financing and refinancing sources, engaging a third party broker if necessary;

• negotiate terms of, arrange and execute financing agreements;

• manage relationships between us and our lenders, if any; and

• monitor and oversee the service of our debt facilities and other financings, if any.

Disposition Services

• Evaluate and approve potential asset dispositions, sales or liquidity transactions;

• hire real estate brokers to facilitate a search for buyers; and

• structure and negotiate the terms and conditions of transactions pursuant to which our assets may be sold.

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Executive Officers of Building Bits Holdings, LLC

While the Company is managed by BuildingBits Asset Management, LLC, that entity is managed by Building Bits Holdings, LLC, which is ultimately responsible for the management of the Company. As of the date of this offering circular, the executive officers of Building Bits Holdings, LLC and their positions and offices are as follows:

Name	Age	Position
Alexander Aginsky	41	Chief Executive Officer
Andrei Zverev	54	Chief Operating Officer

Alexander Aginsky - Chief Executive Officer

Mr. Alexander Aginsky is a Founder, Principal Shareholder, and Chief Executive Officer of Building Bits Holdings, LLC, and BuildingBits Asset Management, LLC. Mr. Aginsky is a serial entrepreneur, investor, consultant, and seasoned executive with 20 years of experience in private equity, venture capital, and commercial real estate. Prior to founding BuildingBits in 2016, Mr. Aginsky was the Managing Director of Aginsky Capital Group (and affiliated entities, part of Aginsky Group of Companies), a cross-border business advisory and asset management firm focused on helping international investors with selecting quality commercial real estate assets in the U.S., conducting due diligence, negotiating terms, structuring deals, obtaining financing, engaging in real estate brokerage and property management services. Aginsky Companies were first founded in 1997, and for over a decade the firm focused on creating value for its clients through unique cross-border investment strategies, primarily into commercial real estate structures. Mr. Aginsky’s work with global investors has been internationally recognized with regular features in various noteworthy publications like CNBC, Euronews, Reuters, Moscow Times, and many others. 

Mr. Aginsky received his B.A. in International Affairs from Lewis and Clark College, earned an MBA degree in International Business Management from Thunderbird, The School of Global Management in 2003, and graduated from Harvard Business School (OPM Program) in 2017.

Andrei Zverev – Chief Operations Officer

Mr. Andrei Zverev is currently serving in the capacity of a Chief Operating Officer. He has served in that position since the inception of the Company in 2017. Prior to joining the BuildingBits team, Mr. Zverev worked as a consulting business development director for Plutus Financial, dba ABRA, a blockchain-based payments technology company based in the Silicon Valley from May 2016 until January 2017. Prior to that, Mr. Zverev served as the Managing Director of Pacific Bridge Ventures, LLC, a Seattle real estate investment company since 2014, overseeing the company’s investments focusing on value-added residential properties. Prior to that, Mr. Zverev was President and CEO at Moneta Express Corp, an international payments and electronic funds transfer company headquartered in Seattle, WA from 2004 until July 2015. The company was one of the first to introduce a mobile wallet money transfer platform in the U.S. market.  Mr. Zverev’s prior experience includes working in various senior management positions at payments technology and financial services companies. Additionally, Mr. Zverev has been an advisor for start-ups.

Mr. Zverev received his Master’s Degree in International Relations from the Fletcher School of Law and Diplomacy administered by Tufts and Harvard Universities.

Advisory Relationships

Building Bits Holdings, LLC has entered into a formal advisory relationships with several distinguished scholars and industry experts, including Dr. Richard Swart, a leading crowdfunding industry expert and founding board member of the Crowdfunding Professional Association (CfPA) and the Crowdfunding Intermediary Regulatory Advocates (CIFRA) and a former Berkeley professor. Additionally, the Company has also retained the services of Dr. Frank Cespedes, a Harvard Business School professor, and the former Managing Partner (for 12 years) at the Center for Executive Development, a firm that won awards in the United States and in Europe for its work with Fortune-1000 companies worldwide. Dr. Cespedes has consulted companies in information technology, professional services, retailing, and financial services; and has been a Board member of Evenflo, HALO Industries, GrowthPlay, start-up firms, and the Education for Employment Foundation.

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Compensation of Executive Officers

We do not currently have any employees nor do we currently intend to hire any employees who will be compensated directly by us. Our Manager will receive a management fee based on the value of the assets under management. This fee is currently set at 0.75% of assets under management, but may be increased to 1.50%. The current fee was set by the Manager of the Company on June 15, 2018 and is reflected in Exhibit B to our operating agreement. Our Manager will then compensate its employees from that fee and will not have recourse to require additional fees from the Company if the fees do not cover its expenses. Any net revenue received by Building Bits Holdings, LLC as distributions from our Manager will then be available for the expenses of Building Bits Holdings, LLC, including compensation of Mr. Alexander Aginsky and Mr. Andrei Zverev. It is anticipated that Mr. Aginsky and Mr. Zverev will each receive salary compensation of $85,000 per year from Building Bits Holdings, LLC.

Limited Liability and Indemnification of our Manager and Others

Subject to certain limitations, our operating agreement limits the liability of our Manager, its officers and directors, and affiliates, for monetary damages and provides that we will indemnify and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to our Manager, its officers and directors, and our affiliates.

Our operating agreement provides that to the fullest extent permitted by applicable law our Manager, its officers and directors, and affiliates will not be liable to us. In addition, pursuant to our operating agreement, we have agreed to indemnify our Manager, its officers and directors, and affiliates, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the company and attorney’s fees and disbursements) arising from the performance of any of their obligations or duties in connection with their service to us or the operating agreement, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such person may hereafter be made party by reason of being or having been the Manager or one of our Manager’s directors or officers.

The foregoing indemnification provisions do not apply to liability arising under the Securities Act, as, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Term and Removal of the Manager

Our operating agreement provides that our Manager will serve as our manager for an indefinite term, but that our Manager may be removed by us, or may choose to withdraw as manager, under certain circumstances. There are no termination fees payable to the Manager upon withdrawal or removal of our Manager.

Our Bitholders may only remove our Manager at any time with 30 days prior written notice for “cause,” following the affirmative vote of two-thirds of our Bitholders. “Cause” is defined as:

• our Manager’s continued breach of any material provision of the operating agreement following a period of 30 days after written notice thereof (or 45 days after written notice of such breach if our Manager, under certain circumstances, has taken steps to cure such breach within 30 days of the written notice);

• the commencement of any proceeding relating to the bankruptcy or insolvency of our Manager, including an order for relief in an involuntary bankruptcy case or our Manager authorizing or filing a voluntary bankruptcy petition;

• our Manager committing fraud against us, misappropriating or embezzling our funds, or acting, or failing to act, in a manner constituting bad faith, willful misconduct, gross negligence or reckless disregard in the performance of its duties under the operating agreement; provided, however, that if any of these actions is caused by an employee, personnel and/or officer of our Manager or one of its affiliates and our Manager (or such affiliate) takes all necessary and appropriate action against such person and cures the damage caused by such actions within 30 days of our Manager’s actual knowledge of its commission or omission, then our Manager may not be removed; or

• the dissolution of our Manager.

Unsatisfactory financial performance does not constitute “cause” under the operating agreement.

Our Manager may assign its rights under our operating agreement in its entirety or delegate certain of its duties under the operating agreement to any of its affiliates without the approval of our Bitholders so long as our Manager remains liable for any such affiliate’s performance.

In the event of the removal of our Manager, our Manager will cooperate with us and take all reasonable steps to assist in making an orderly transition of the management function. Our Manager will determine whether any succeeding manager possesses sufficient qualifications to perform the management function. 

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COMPENSATION OF OUR MANAGER AND AFFILIATES

Our Manager and its affiliates will receive fees and expense reimbursements for services relating to this offering and the management of our real estate assets. The items of compensation are summarized in the following table.

Form of Compensation and Recipient	Determination of Amount	Estimated Amount
	Organization and Offering Stage
Organization and Offering Expenses — Building Bits Holdings, LLC	To date, Building Bits Holdings, LLC has paid organization and offering expenses on our behalf, or advanced funds to pay expenses directly. We will reimburse Building Bits Holdings, LLC for these costs and future organization and offering costs it may incur on our behalf. We expect reimbursable organization and offering expenses to be approximately $41,881 for this offering of our Class SouthStar-VillePlatte.LA Common Bits, Class SouthStar-VillePlatte.LA Preferred Bits, Class Scooter-KansasCity.MO Common Bits, and Class Scooter-KansasCity.MO Preferred Bits which is approximately 2.02% of the aggregate gross offering proceeds of $2,074,562.	$41,881
	Acquisition Stage
Real estate broker commission — Building Bits Real Estate Services, LLC	Building Bits Real Estate Services, LLC will receive compensation for its services as our real estate broker. The compensation will be equal to 1.25% of the acquisition price.	Actual amounts are dependent upon the specific acquisition price and we are unable to provide an estimate at this time
Reimbursement of Acquisition Expenses — Manager	We will reimburse our Manager for actual expenses incurred in connection with the selection, and acquisition of a real estate asset, whether or not we ultimately acquire the asset.	Actual amounts are dependent upon the specific costs associated with each acquisition and we are unable to provide an estimate at this time.
	Operational Stage
Asset Management Fee — Manager	Quarterly asset management fee equal to an annualized rate of 0.75% with the ability to raise that rate to 1.50%, and up to 2.00% upon 30 days’ notice to Bitholders, which will be based on the Market Value of the Bits, which is in turn based on the appraised property value, and in the future may be determined based on the value determined through secondary transfer of our Bits on the BuildingBits Platform. The fee may be raised or lowered at the sole discretion of the manager without Bitholder consent.	Actual amounts are dependent upon the offering proceeds, acquisition of real estate assets, and ongoing valuation; we cannot determine these amounts at the present time.
Other Operating Expenses — Manager	We will reimburse our Manager for out-of-pocket expenses paid to third parties in connection with providing services to us. This does not include the Manager’s overhead, employee costs borne by the Manager, utilities or technology costs. The expense reimbursements that we will pay to our Manager also include expenses incurred by Building Bits Holdings, LLC in the performance of services for our Manager.	Actual amounts are dependent upon the results of our operations; we cannot determine these amounts at the present time.

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	Liquidation/Listing Stage
Asset Disposition Fees – Manager	Up to 2.50% of the gross proceeds from the liquidation of any of our real estate assets.	Actual amounts are dependent upon the price at which we sell or otherwise liquidate our investments; we cannot determine these amounts at the present time.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets forth the ownership of our Common and Preferred Bits as of the date of this offering circular for each person or group that holds more than 10% of our Bits, for each director and executive officer of our Manager and for the directors and executive officers of our Manager as a group.

	Number of Common Bits		Number	Percent of
Name of Owner	Beneficially Owned		Of Preferred Bits Beneficially Owned	All Bits
Building Bits Holdings, LLC (1)		25,000	—		100	%
Alexander Aginsky		0	—		0
Andrei Zverev		0	—		0

(1) As of the date of this offering circular, Building Bits Holdings, LLC owns all of our issued and outstanding Common and Preferred Bits.

The following table sets forth the ownership of Building Bits Holdings, LLC as of the date of this offering circular for each person or group that holds more than 10% of Building Bits Holdings, LLC.

	Number of Units		Percent of
Name of Owner	Beneficially Owned		All Units
Alexander Aginsky		8,282,000		82.82	%

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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

We are subject to various conflicts of interest arising out of our relationship with our Manager and its affiliates. We discuss these conflicts below.

Our Affiliates’ Interests in Other Building Bits Entities

General

The officers and directors of our Manager are also officers, directors, managers, and/or key professionals of other Building Bits entities, including Building Bits Asset Management, LLC. These persons have legal obligations with respect to those entities that are similar to their obligations to us. In addition, in the future, these persons and other affiliates of our Manager may organize other real estate-related entities.

Allocation of Acquisition Opportunities

From time to time, our Manager may create new entities that will acquire real estate assets and make public offers of securities under Regulation A. Our Manager will, in its sole discretion determine which entity will be responsible for acquiring a specific asset.

Allocation of Our Affiliates’ Time

We rely on Building Bits Holdings, LLC’s real estate professionals who act on behalf of our Manager, including Mr. Alexander Aginsky, for the day-to-day operation of our business. Mr. Aginsky is also the Chief Executive Officer of Building Bits Holdings, LLC. As a result of his interests in other Building Bits entities, his obligations to other investors and the fact that he engages in and will continue to engage in other business activities on behalf of himself and others, Mr. Aginsky will face conflicts of interest in allocating his time among us, our Manager and other Building Bits entities and other business activities in which he is involved. However, we believe that our Manager and its affiliates have sufficient real estate professionals to fully discharge their responsibilities to the Building Bits entities for which they work.

Duties Owed by Some of Our Affiliates to Our Manager and our Manager’s Affiliates

Our Manager’s officers and directors and the real estate professionals of Building Bits Holdings, LLC performing services on behalf of our Manager are also officers, directors, managers and/or key professionals of:

• Building Bits Holdings, LLC

• BuildingBits Asset Management, LLC

• BuildingBits Real Estate Services, LLC

As a result, they owe duties to each of these entities and their respective members. These duties may from time to time conflict with the duties that they owe to us. Each of BuildingBits Asset Management, LLC, and BuildingBits Real Estate Services, LLC are wholly owned subsidiaries of Building Bits Holdings, LLC.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

General

Building Bits Properties I, LLC (the “Company”) is a recentlyorganized Delaware limited liability company formed to acquire and manage a portfolio of commercial real estate. Each property we acquire must be a property in existence that is currently revenue producing, and have existing leases with tenants. Title to each property will be acquired through a wholly-owned subsidiary of the Company, as is standard in the real estate industry. We will finance the acquisition of each property by the issuance of Common  and Preferred Bits bearing designations that grant economic rights to the profits and losses of the wholly-owned subsidiary holding title to the specific property (the “Property LLC”). As of the date of this offering circular, we have not yet acquired any properties.

BuildingBits Asset Management, LLC is our Manager. As our Manager, it will manage our day-to-day operations and each property that we acquire. Our Manager also has the authority to make all of the decisions regarding which assets we intend to acquire and the creation of classes of our Bits to finance each acquisition.

Results of Operations

We were formed on February 24, 2017 and, as of the date of this offering circular, we have commenced limited operations relating to sourcing commercial real estate properties. We will not commence any significant operations until we have raised the minimum amount identified for the acquisition of the identified property in this offering circular. We did not generate revenues in the year ended December 31, 2018. To date, our operations have consisted of efforts necessary to source, review, and enter agreements regarding properties we intend to acquire.

As of December 31, 2018, we incurred expenses of $34,439 categorized as general and administrative expenses related to our activities, compared to $17,064 as of December 31, 2017 – an increase of 50.5% in 2018. This increase was due to increased expenses associated with sourcing, reviewing, and entering into agreements for the acquisition of properties.

Liquidity and Capital Resources

We are dependent on the net proceeds from this offering to acquire the properties identified in this offering circular. As of the date of this offering circular, we have limited cash on hand. As of December 31, 2018, we had $5,430 cash on hand, compared to $7,936 as of December 31, 2017. Over the course of 2017, Building Bits Holdings, LLC, the parent entity of our Manager, provided capital contributions to us in order to pay for initial organizational expenses and certain expenses related to this offering. Throughout 2018 and up to the date of this offering, Building Bits Holdings, LLC provided such support. We will be required to obtain the capital required to purchase the identified property and conduct our operations from the sale of our Bits through our offering under Regulation A of the Securities Act. For information regarding the anticipated use of proceeds from this offering, see “Property Description and Use of Proceeds”.

Certain activities in relation to the acquisition of properties have increased the value of our balance sheet assets. As of December 31, 2018 we had total assets of $84,762, compared to $7,936 as of December 31, 2017. This increase is due to $35,000 being held in escrow as earnest money deposits and an additional $44,332 in capitalized offering expenses.

As part of its commitment to finance the Company prior to the Company generating its own revenues, during 2018, Building Bits Holdings, LLC, which wholly owns and manages our Manager, advanced funds to the Company in the amount of $101,500. These funds were used to pay for operations expenses and costs associated with our Regulation A offering. In addition to the advanced funds, we have additional liability items consisting of $9,765 in accounts payable.

As a result of the foregoing, our total members’ deficit increased to $26,503 as of December 31, 2018 compared to $7,936 as of December 31, 2017.

The Company maintains a number of third-party contracts to facilitate the execution of the offering including an escrow agreement with Provident Trust Group. The agreement provides for flat monthly fees to maintain investor funds in escrow as well as additional fees for payment returns and customer refunds. In the event the minimum amount of our Regulation A offering is not reached and the funds are returned to investors, the Company may face significant fees depending on the number of investors participating in the offering. The Company anticipates amending the agreement to limit or reduce total fees it may have to pay for the refunds.

As noted above, we have relied on advances of funds from Building Bits Holdings, LLC to pay for operations expenses and offering costs. As of March 31, 2019 such advances have amounted to $186,500 from inception. The Company plans to recoup some or all of the expenses from the proceeds of the offering and repay the advances as long as such costs and expenses do not exceed 0.5% of the total amount of the offering. Any expenses and costs in excess of the 0.5% will be paid out of the operational income or from additional advances, which will be provided as equity in the Company.

From time to time, we intend to update and amend this offering circular to describe additional properties that we intend to acquire with capital obtained through this offering. As of the date of this offering circular, we have not acquired any properties.

The minimum amount we would accept for the sale of Class SouthStar-VillePlatte.LA Common and Preferred Bits is $428,147 with a maximum of $1,400,781. The minimum amount we would accept for the sale of Class Scooter-KansasCity.MO Common and Preferred Bits is $211,500 with a maximum of $696,000. Should we raise less than the maximum amount for any class of Bits, we will be required to obtain financing from lenders to acquire the property. If we raise the maximum amount, lender financing will not be required. We have not received any firm commitments for such financing to date. We have had discussions with multiple lenders and believe we will be able to secure any necessary financing in a timely fashion.

In addition to acquiring the identified properties, we expect to use our capital resources to make certain payments to our Manager in accordance with our operating agreement. During the organization and offering state, these payments will include reimbursement of certain organizational and offering expenses. During the acquisition and operational stages, we expect to make payments to our Manager in connection with the management and servicing of the identified property. For a discussion of the compensation to be paid to our Manager, see “Management Compensation”.

Market Outlook — Real Estate Markets

General Conditions

We believe the current economic climate is conducive to favorable performance of real estate. The economy has come a long way since the Great Recession. In 2009, the unemployment rate spiked up to 10% and the GDP declined by 2.8%. In order to prevent any further damage, the Federal Reserve lowered the key interest rate to nearly zero. Since that time, the U.S. economy has made substantial progress toward the Federal Reserve’s goal of maximum employment and price stability. Enough progress such that in June 2018, the Federal Reserve moved its target federal funds rate up by 25 basis points, continuing the stable target fund rate increase that can be noted from the end of 2015. As of December 20, 2018, the Federal target federal funds rate was between 2.25% and 2.5%

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The U.S. economy is essentially at full employment, with the overall unemployment rate at 3.9% as of July 2018, and the unemployment rate among college graduates at a remarkably low 2.1% as of May 2018. Looking ahead, we believe the growth in GDP will be limited by the absence of excess capacity in the economy rather than by a lack of demand.

These trends have to be compared against global performance. Foreign direct investment into the U.S. economy mostly in the form of acquisition of U.S. businesses was $259.6 billion in 2017. While a decline from the approximately $425 billion in 2015, the current volume remains above the pre-2008 financial crisis levels. This demand for U.S. investments is due to the exceptional performance of American companies, the appetite to acquire U.S. companies and properties by foreign investors, and the opportunity to shelter assets in a relatively safe economy during times of tremendous global economic uncertainty and political instability.

Commercial Real Estate

We believe that these trends suggest that commercial and multifamily residential properties will continue to do well due to high employment and customer sentiment. Midmarket commercial and industrial properties will continue to offer attractive cap rates. While there may be some contraction in major markets such as Los Angeles, New York, and San Francisco due to overpriced valuations in the tech sector and restrictions on foreign currency transfers from China, this is not likely to spill over to the broader market, which may actually experience a boost from this spillover effect.

The U.S. real estate market has continued its strong and steady recovery post 2008 financial crisis and has posted positive gains in each of the past five years. According to the Federal Reserve’s report on Financial Accounts of the United State as of the end of the 2017, the market value of real estate held by US households and businesses amounted to approximately $53 trillion, an increase from $43 trillion at the end of 2014, or 22% over that period. Certain estimates place the value of residential real estate at $31.8 trillion with the rest being commercial real estate (“CRE”), 

As of June 2018, CRE has increased in value alongside consumer spending, reaching $1 trillion in revenue with an annual growth rate of 4% between 2013 and 2018. As of 2015, there were approximately 3 million CRE buildings, excluding multifamily housing and apartments with an approximate breakdown of 500 thousand office buildings, 970 thousand retail buildings, 620 thousand industrial buildings.

Discussion of Property Specific Performance

Ville Platte South Star Property

The Ville Platte Property is a recently constructed single tenant retail building built to suit as an urgent care facility operated by Hulin Health LLC. Hulin Health is anticipated to take possession of the property on March 2, 2019. The lease includes a base terms of 10 years with annual rent increasing from $103,988 to $116,573.26 during that time period. The tenant will also be responsible for all of the operating expenses, property taxes and insurance payments required to operate the property.     

Kansas City Scooter’s Coffee Property

The Kansas City Scooter’s Coffee Property is a recently constructed single tenant retail building built to suit as an drive-thru coffee shop by Freedom Enterprises, LLC dba Scooter’s Coffee. Scooter’s Coffee took possession of the property on November 15, 2018 as its tenant. Scooter’s Coffee did not begin paying rent until January 31, 2019. The lease is for a period of 15 years and includes payment of fixed annual rent for years 1-5 of $39,999.96 and years 6-10 of $ $42,799.92, and years 11-15 of 45,795.96. The tenant will also be responsible for all of the operating expenses, taxes, and insurance payments.

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PRIOR PERFORMANCE SUMMARY

The information presented in this section represents the historical operating results for Building Bits Properties I, LLC, which will be updated from time to time as we amend this offering circular. Investors in our Bits should not assume that they will experience returns, if any, comparable to those experienced by investors of other classes of Bits.

The returns to our Bitholders will depend in part on which class of Bit is chosen by the investor, and the performance of the underlying real estate property. Investors should not assume the past performance of certain subsidiaries of Building Bits Properties I, LLC will be indicative of our future performance.

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SECURITIES BEING OFFERED

The following descriptions of our Bits, certain provisions of Delaware law and certain provisions of our certificate of formation and operating agreement, which will be in effect upon consummation of this offering, are summaries and are qualified by reference to Delaware law, our certificate of formation and our operating agreement, copies of which are filed as exhibits to the offering statement of which this offering circular is a part.

General

We are offering Common and Preferred Bits of the Company that bear specific Bit Designations. In this offering circular the Bits are designated Class SouthStar-VillePlatte.LA Common and Preferred Bits and Class Scooter-KansasCity.MO Common and Preferred Bits. We have authorized the issuance of up to 1,400,781 Bits and, in the aggregate 696,000 Bits bearing these respective designation. These Bits receive special economic rights related to the Ville Platte South Star Property and Scooter’s Coffee Kansas City Property. Title to each property will be held by to-be-formed wholly-owned subsidiaries of the Company (each a “Property LLC”). These special economic rights include the right to receive distributions from the Company based on the revenues received from the respective Property LLC, as well as the right to receive a pro rata share of the net proceeds as a result of the sale of either of the properties, or change of control of the respective Property LLC.

Common and Preferred Bits in this Offering

Distributions

Bitholders will receive distributions on a quarterly basis out of the available cash of the Company, subject to the terms of the operating agreement, the respective Bit Designation, and Delaware law. The Manager has the authority to increase the frequency of any distributions to a monthly basis. Bitholders will receive any distributions based on their percent ownership of each class of Bit. The percent ownership for distributions will be calculated by combining Common and Preferred Bits.

Title to each Property is held by a single purpose property owning entity, the Property LLCs. Available cash is determined by the revenues received by respective Property LLC, minus all expenses and fees and amounts saved by the respective Property LLC for contingencies. The decision to save funds for future contingencies is a determination made in the sole discretion of the respective Property LLC manager, which is the Manager of the Company. Any profits or losses of the respective Property LLC then available for distribution are issued to the Company, which is then entitled to its asset management fee, currently set at 0.75% of the value of the asset under management. Additional amounts may be withheld to satisfy any current expenses of the Company in accordance with Section 5.13 of the Company’s Operating Agreement at the discretion of the Manager. We note that we do not anticipate significant expenses at the Company level, as the majority of expenses will be borne by each Property LLC for the acquisition, maintenance, and disposal of properties. The remaining cash received by the Company from the respective Property LLC will be distributed to Bitholders whose Bit Designation covers that respective Property LLC. 

We intend to undertake annual audits of the Company and each Property LLC. Should there be a determination that the distribution amounts were in error, we will reconcile the distributions with the annual audits.

Voting Rights

Generally, holders of our Bits will have voting rights only with respect to certain matters, as described below. However, holders of our designated Bits will not have the right to vote for removal of our Manager and will only have the right to vote relating to amendments to our operating agreement that would adversely change the rights of the Bits, the liquidation of the Company, and amendments to the respective Bit Designation of the Bitholder. Each outstanding Bit, including designated classes of Bits entitles the holder to one vote on any matter on which the Bitholder is entitled to vote. Generally, matters to be voted on by our Bitholders must be approved by a majority of the votes cast by all Bits present in person or represented by proxy, although the vote to remove the Manager for “cause” requires a two-thirds vote. If any vote occurs, Bitholders will be bound by the majority or supermajority vote, as applicable, even if the Bitholder did not vote with the majority or supermajority.

The following circumstances will require the approval of all Bitholders representing a majority or supermajority, as the case may be, of the Bits:

• any amendment to our operating agreement that would adversely change the rights of the Bits (majority of Bitholders of the affected class by value of interest); and

• removal of our Manager as the manager of the Company for “cause” (two-thirds of Bitholders by value of interest), however, holders of designated Bits will not have the right to vote for removal of out Manager

The following circumstance will require the approval of the Manager and the holders of the designated Bits:

• any amendment to the Bit Designation of the respective class of Bits (majority of holders of the respective class of Bits by value of interest).

Additional Preferred Bits

Section 215(e) of the Delaware LLC Act also specifically authorizes the creation of ownership interests of different classes of limited liability company interests, having such relative rights, powers and duties as the limited liability company agreement may provide, and may make provision for the future creation in the manner provided in the limited liability company agreement of additional classes of membership interests. In accordance with this provision, our operating agreement provides that our Manager is authorized to provide for the issuance from time to time of an unlimited amount of one or more classes or series of preferred Bits of limited liability company interests (“Preferred Bits”). Unless otherwise required by law or by any stock exchange, if applicable, any such authorized preferred Bits will be available for issuance without further action by our Bitholders. Our Manager is authorized to fix the number of preferred Bits, the relative powers, preferences and rights, and the qualifications, limitations or restrictions applicable to each class or series thereof by resolution authorizing the issuance of such class or series and without Bitholder approval.

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We could issue a class or series of preferred Bits that could, depending on the terms of the class or series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of holders of Bits might believe to be in their best interests or in which holders of Bits might receive a premium for their Bits.

Reports to Bitholders

Our operating agreement requires that we prepare an annual report and deliver it to our Bitholders within 120 days after the end of each fiscal year. Our Manager is required to take reasonable steps to ensure that the annual report complies with our operating agreement provisions and with applicable securities laws.

Additionally, we intend to make available, no less than monthly, updates about the operations of the property. These updates will include monthly unaudited income statements, as well as information regarding lease payments and property related expenses.

Under the Securities Act, we must update this offering circular upon the occurrence of certain events, such as the creation of additional classes of Bits bearing designations for other real estate assets. We will file amended offering circulars and offering circular supplements with the SEC. We are also subject to the informational reporting requirements of the Exchange Act that are applicable to Tier 2 companies whose securities are registered pursuant to Regulation A, and accordingly, we will file annual reports, semi-annual reports and other information with the SEC. In addition, we will provide investors directly with periodic updates, including offering circulars, offering circular supplements, quarterly information statements and other information.

We will provide the above identified periodic updates electronically through the BuildingBits Platform website at www.buildingbits.com, and documents will be provided electronically.

Distribution Upon Disposition of the Property LLC Asset

Under the terms of the Bit Designation, upon the occurrence of a “Change of Control Event,” defined as (1) the election to dissolve the respective Property LLC to which the Bit Designation relates, (2) the sale, exchange, or other disposition of all or substantially all of the assets and properties of the respective Property LLC, or (3) the entry of a decree of judicial dissolution of the respective Property LLC, each investor holding the Bit Designation for that Property LLC will receive a cash sum equal to the investor’s pro rata share of the net proceeds received by the Company, after deduction of the disposition fee to BuildingBits Asset Management, LLC as a result of the Change of Control Event.

All holders of Preferred Bits are entitled to a liquidation preference that is senior to holders of the Common Bits with respect to a Change of Control Event. Holders of Preferred Bits will receive liquidation preference equal to an amount for each Bit equal to the original price per Bit at issuance, adjusted for any declared but unpaid distributions, combinations, splits, recapitalizations and the like (the “Liquidation Preference”).

If, upon a Change of Control Event, the cash sum (or the consideration received in a transaction) that is distributable to the holders of Preferred Bits is insufficient to permit the payment to such holders of the full amount of their respective Liquidation Preference, then all of such cash sum will be distributed ratably among the holders of the Preferred Bits in proportion to the full amounts to which they would otherwise be entitled to receive.

After the payment of the full Liquidation Preference of the Preferred Bits, the remaining cash sum, if any, will be distributed ratably to the holders of the Common Bits in proportion to the number of Common Bits held by each such holder.

In conjunction with receiving this Change of Control distribution, those Bitholders will be withdrawn as members of the Company and their class of Bits will cease to exist.

Transfer Restriction

The Bit Designations for all classes of our Preferred Bits contain a transfer restriction that prohibits the holder of such Preferred Bits from selling, transferring or otherwise disposing of those Preferred Bits in an amount less than 10,000 Preferred Bits. There are certain exceptions to this restriction, such as transfers to family members of the holder of the Preferred Bits. Transfers in violation of this restriction will result in the Company not recording the transfer on its books, pay any dividends on the transferred Preferred Bits, or to treat the transferee as an owner of the transferred Preferred Bits.

Forum Selection Provisions

Our subscription agreement and operating agreement include forum selection provisions that require any claims against the Company based on the subscription agreement or operating agreement to be brought in a court of competent jurisdiction in the State of Oregon. These forum selection provisions may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The Company has adopted these provisions to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant amount of time travelling to any particular forum so they may continue to focus on operations of the Company.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

Taxation of the Company

We intend to elect to be taxed as a partnership under the Code. As a partnership, we will not be subject to federal income tax, however each investor will be subject to federal income tax on the investor’s share of the profits and losses of the Company. Profits may be recognized even in the event that no cash distribution is made. Each investor will receive a Schedule K-1 identifying their share of income, deductions, credits, losses, etc. of the Company.

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ERISA CONSIDERATIONS

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), is a broad statutory framework that governs most U.S. retirement and other U.S. employee benefit plans. ERISA and the rules and regulations of the Department of Labor (the “DOL”) under ERISA contain provisions that should be considered by fiduciaries of employee benefit plans subject to the provisions of Title I of ERISA (“ERISA Plans”) and their legal advisors. In particular, a fiduciary of an ERISA Plan should consider whether an investment in our Bits (or, in the case of a participant-directed defined contribution plan (a “Participant-Directed Plan”), making our Bits available for investment under the Participant-Directed Plan) satisfies the requirements set forth in Part 4 of Title I of ERISA, including the requirements that (1) the investment satisfy the prudence and diversification standards of ERISA, (2) the investment be in the best interests of the participants and beneficiaries of the ERISA Plan, (3) the investment be permissible under the terms of the ERISA Plan’s investment policies and governing instruments and (4) the investment does not give rise to a non-exempt prohibited transaction under ERISA or Section 4975 of the Code.

In determining whether an investment in our Bits (or making our Bits available as an investment option under a Participant-Directed Plan) is prudent for ERISA purposes, a fiduciary of an ERISA Plan should consider all relevant facts and circumstances including, without limitation, possible limitations on the transferability of our Bits, whether the investment provides sufficient liquidity in light of the foreseeable needs of the ERISA Plan (or the participant account in a Participant-Directed Plan), and whether the investment is reasonably designed, as part of the ERISA Plan’s portfolio, to further the ERISA Plan’s purposes, taking into consideration the risk of loss and the opportunity for gain (or other return) associated with the investment. It should be noted that neither our Manager nor any of its affiliates has any responsibility for developing any overall investment strategy for any ERISA Plan (or the participant account in a Participant-Directed Plan) or for advising any ERISA Plan (or participant in a Participant-Directed Plan) as to the advisability or prudence of an investment in us. Rather, it is the obligation of the appropriate fiduciary for each ERISA Plan (or participant in a Participant-Directed Plan) to consider whether an investment in our Bits by the ERISA Plan (or making such Bits available for investment under a Participant-Directed Plan in which event it is the obligation of the participant to consider whether an investment in our Bits is advisable), when judged in light of the overall portfolio of the ERISA Plan, will meet the prudence, diversification and other applicable requirements of ERISA.

Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets of an ERISA Plan, as well as those plans that are not subject to ERISA but that are subject to Section 4975 of the Code, such as individual retirement accounts (“IRAs”) and non-ERISA Keogh plans (collectively with ERISA Plans, “Plans”), and certain persons (referred to as “parties in interest” for purposes of ERISA or “disqualified persons” for purposes of the Code) having certain relationships to Plans, unless a statutory or administrative exemption is applicable to the transaction. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to non-deductible excise taxes and other penalties and liabilities under ERISA and the Code, and the transaction might have to be rescinded. In addition, a fiduciary who causes an ERISA Plan to engage in a non-exempt prohibited transaction may be personally liable for any resultant loss incurred by the ERISA Plan and may be subject to other potential remedies.

A Plan that proposes to invest in our Bits (or to make our Bits available for investment under a Participant-Directed Plan) may already maintain a relationship with our Manager or one or more of its affiliates, as a result of which our Manager or such affiliate may be a “party in interest” under ERISA or a “disqualified person” under the Code, with respect to such Plan (e.g., if our Manager or such affiliate provides investment management, investment advisory or other services to that Plan). ERISA (and the Code) prohibits plan assets from being used for the benefit of a party in interest (or disqualified person). This prohibition is not triggered by “incidental” benefits to a party in interest (or disqualified person) that result from a transaction involving the Plan that is motivated solely by the interests of the Plan. ERISA (and the Code) also prohibits a fiduciary from using its position to cause the Plan to make an investment from which the fiduciary, its affiliates or certain parties in which it has an interest would receive a fee or other consideration or benefit. In this circumstance, Plans that propose to invest in our Bits should consult with their counsel to determine whether an investment in our Bits would result in a transaction that is prohibited by ERISA or Section 4975 of the Code.

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If our assets were considered to be assets of a Plan (referred to herein as “Plan Assets”), our management might be deemed to be fiduciaries of the investing Plan. In this event, the operation of the Company could become subject to the restrictions of the fiduciary responsibility and prohibited transaction provisions of Title I of ERISA and/or the prohibited transaction rules of Section 4975 of the Code.

The DOL has promulgated a final regulation under ERISA, 29 C.F.R. § 2510.3-101 (as modified by Section 3(42) of ERISA, the “Plan Assets Regulation”), that provides guidelines as to whether, and under what circumstances, the underlying assets of an entity will be deemed to constitute Plan Assets for purposes of applying the fiduciary requirements of Title I of ERISA (including the prohibited transaction rules of Section 406 of ERISA) and the prohibited transaction provisions of Code Section 4975.

Under the Plan Assets Regulation, the assets of an entity in which a Plan or IRA makes an equity investment will generally be deemed to be assets of such Plan or IRA unless the entity satisfies one of the exceptions to this general rule. Generally, the exceptions require that the investment in the entity be one of the following:

• in securities issued by an investment company registered under the Investment Company Act;

• in “publicly offered securities,” defined generally as interests that are “freely transferable,” “widely held” and registered with the SEC;

• in an “operating company” which includes “venture capital operating companies” and “real estate operating companies;” or

• in which equity participation by “benefit plan investors” is not significant.

The Bit will constitute an “equity interest” for purposes of the Plan Assets Regulation, and the Bits may not constitute “publicly offered securities” for purposes of the Plan Assets Regulation. In addition, the Bits will not be issued by a registered investment company.

The 25% Limit

Under the Plan Assets Regulation, and assuming no other exemption applies, an entity’s assets would be deemed to include “plan assets” subject to ERISA on any date if, immediately after the most recent acquisition of any equity interest in the entity, 25% or more of the value of any class of equity interests in the entity is held by “benefit plan investors” (the “25% Limit”). For purposes of this determination, the value of equity interests held by a person (other than a benefit plan investor) that has discretionary authority or control with respect to the assets of the entity or that provides investment advice for a fee with respect to such assets (or any affiliate of such a person) is disregarded. The term “benefit plan investor” is defined in the Plan Assets Regulation as (a) any employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) any plan that is subject to Section 4975 of the Code and (c) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (to the extent of such plan’s investment in the entity). Thus, while our assets would not be considered to be “plan assets” for purposes of ERISA so long as the 25% Limit is not exceeded. Our operating agreement provides that if benefit plan investors exceed the 25% Limit, we may redeem their interests at a price equal to the then current Market Price per Bit. We intend to rely on this aspect of the Plan Assets Regulation.

Operating Companies

Under the Plan Assets Regulation, an entity is an “operating company” if it is primarily engaged, directly or through a majority-owned subsidiary or subsidiaries, in the production or sale of a product or service other than the investment of capital. In addition, the Plan Assets Regulation provides that the term operating company includes an entity qualifying as a real estate operating company (“REOC”) or a venture capital operating company (“VCOC”). An entity is a REOC if: (i) on its “initial valuation date and on at least one day within each annual valuation period,” at least 50% of the entity’s assets, valued at cost (other than short-term investments pending long-term commitment or distribution to investors) are invested in real estate that is managed or developed and with respect to which such entity has the right to substantially participate directly in management or development activities; and (ii) such entity in the ordinary course of its business is engaged directly in the management and development of real estate during the 12-month period. The “initial valuation date” is the date on which an entity first makes an investment that is not a short-term investment of funds pending long-term commitment. An entity’s “annual valuation period” is a pre-established period not exceeding 90 days in duration, which begins no later than the anniversary of the entity’s initial valuation date. Certain examples in the Plan Assets Regulation clarify that the management and development activities of an entity looking to qualify as a REOC may be carried out by independent contractors (including, in the case of a partnership, affiliates of the general partner) under the supervision of the entity. An entity will qualify as a VCOC if (i) on its initial valuation date and on at least one day during each annual valuation period, at least 50% of the entity’s assets, valued at cost, consist of “venture capital investments,” and (ii) the entity, in the ordinary course of business, actually exercises management rights with respect to one or more of its venture capital investments. The Plan Assets Regulation defines the term “venture capital investments” as investments in an operating company (other than a VCOC) with respect to which the investor obtains management rights.

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If the 25% Limit is exceeded and we do not exercise our right to redeem benefit plan investors as described above, we may try to operate in a manner that will enable us to qualify as a VCOC or a REOC or to meet such other exception as may be available to prevent our assets from being treated as assets of any investing Plan for purposes of the Plan Assets Regulation. Accordingly, we believe, on the basis of the Plan Assets Regulation, that our underlying assets should not constitute “plan assets” for purposes of ERISA. However, no assurance can be given that this will be the case.

If our assets are deemed to constitute “plan assets” under ERISA, certain of the transactions in which we might normally engage could constitute a non-exempt “prohibited transaction” under ERISA or Section 4975 of the Code. In such circumstances, in our sole discretion, we may void or undo any such prohibited transaction, and we may require each investor that is a “benefit plan investor” to redeem their shares upon terms that we consider appropriate.

Prospective investors that are subject to the provisions of Title I of ERISA and/or Code Section 4975 should consult with their counsel and advisors as to the provisions of Title I of ERISA and/or Code Section 4975 relevant to an investment in our Bits.

As discussed above, although IRAs and non-ERISA Keogh plans are not subject to ERISA, they are subject to the provisions of Section 4975 of the Code, prohibiting transactions with “disqualified persons” and investments and transactions involving fiduciary conflicts. A prohibited transaction or conflict of interest could arise if the fiduciary making the decision to invest has a personal interest in or affiliation with the Company or any of its respective affiliates. In the case of an IRA, a prohibited transaction or conflict of interest that involves the beneficiary of the IRA could result in disqualification of the IRA. A fiduciary for an IRA who has any personal interest in or affiliation with the Company or any of its respective affiliates, should consult with his or her tax and legal advisors regarding the impact such interest may have on an investment in our shares with assets of the IRA.

Bits sold by us may be purchased or owned by investors who are investing Plan assets. Our acceptance of an investment by a Plan should not be considered to be a determination or representation by us or any of our respective affiliates that such an investment is appropriate for a Plan. In consultation with its advisors, each prospective Plan investor should carefully consider whether an investment in the Company is appropriate for, and permissible under, the terms of the Plan’s governing documents.

Governmental plans, foreign plans and most church plans, while not subject to the fiduciary responsibility provisions of ERISA or the provisions of Code Section 4975, may nevertheless be subject to local, foreign, state or other federal laws that are substantially similar to the foregoing provisions of ERISA and the Code. Fiduciaries of any such plans should consult with their counsel and advisors before deciding to invest in our Bits. 

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FINANCIAL STATEMENTS

The balance sheet of Building Bits Properties I, LLC as of December 31, 2018 and 2017, the related statements of operations, member’s equity (deficit), and of cash flows for the year ended December 31, 2018 and the period from February 24, 2017 (“Inception”) through December 31, 2017, and the related notes to the financial statements have been included in this offering circular with the Independent Auditors’ Report of dbbmckennon, independent certified public accountants, and upon the authority of said firm as experts in accounting and auditing.

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BUILDING BITS PROPERTIES I, LLC

FINANCIAL STATEMENTS

DECEMBER 31, 2018 and 2017

Together with

Independent Auditors’ Report

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Building Bits Properties I, LLC

Index to Financial Statements

	Pages
Independent Auditors’ Report		52
Balance sheets as of December 31, 2018 and 2017		53
Statements of Operations for the periods ended December 31, 2018 and 2017		54
Statements of Member’s Equity (Deficit) for the periods ended December 31, 2018 and 2017		55
Statements of Cash Flows for the periods ended December 31, 2018 and 2017		56
Notes to the Financial Statements		57

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 INDEPENDENT AUDITORS’ REPORT

April 22, 2019

The Management and Members

Building Bits Properties I, LLC

We have audited the accompanying balance sheets of Building Bits Properties I, LLC (the “Company”) as of December 31, 2018 and 2017, the related statements of operations, member’s equity (deficit), and of cash flows for the year ended December 31, 2018 and the period from February 24, 2017 (“Inception”) through December 31, 2017, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Accountant’s Conclusion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Building Bits Properties I, LLC as of December 31, 2018 and 2017 , and the results of its operations and its cash flows for year then ended December 31, 2018 and the period from Inception through December 31, 2017, in accordance with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As more fully explained in Note 2 to the financial statements, the Company was recently formed and requires additional capital to fund operations and acquisitions of properties. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with respect to these factors are also described on Note 2. The Company’s financial statements do not include any adjustments that might result from the outcome of these uncertainties should the Company be unable to continue as a going concern. Our conclusion is not modified with respect to that matter.

/s/ dbbmckennon

dbbmckennon

April 22, 2019 

52

BUILDING BITS PROPERTIES I, LLC

 BALANCE SHEETS

AS OF DECEMBER 31, 2018 AND 2017

	2018			2017
Assets
Current assets:
Cash	$	5,430		$	7,936
Real estate deposits		35,000			-
Total current assets		40,430			7,936
Offering costs		44,332			-
Total assets	$	84,762		$	7,936
Liabilities and Member's Deficit
Current liabilities:
Accounts payable	$	9,765		$	-
Due to affiliate		101,500			-
Total current liabilities		111,265			-
Commitments and contingencies (Note 5)		-			-
Member's Deficit:
Common bits, 25,000 issued and outstanding		25,000			25,000
Accumulated deficit		(51,503	)		(17,064	)
Total member's deficit		(26,503	)		7,936
Total liabilities and member's deficit	$	84,762		$	7,936

See accompanying notes to the financial statements

53

BUILDING BITS PROPERTIES I, LLC

 STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2018 AND

 THE PERIOD FROM INCEPTION TO DECEMBER 31, 2017

	2018			2017
Revenues	$	-		$	-
Operating expenses-
General and administrative		34,439			17,064
Total operating expenses		34,439			17,064
Net loss	$	(34,439	)	$	(17,064	)
Common bits outstanding		25,000			25,000
Net loss per common bit	$	(1.38	)	$	(0.68	)

See accompanying notes to the financial statements

54

BUILDING BITS PROPERTIES I, LLC

 STATEMENT OF MEMBER’S DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2018 AND

 THE PERIOD FROM INCEPTION TO DECEMBER 31, 2017

	Common Bits				Accumulated			Total Member's
	Bits		Amount		Deficit			Deficit
Inception			$	-	$	-		$	-
Bits issued for cash to manager		25,000		25,000		-			25,000
Net loss		-		-		(17,064	)		(17,064	)
December 31, 2017		25,000		25,000		(17,064	)		7,936
Net loss		-		-		(34,439	)		(34,439	)
December 31, 2018		25,000	$	25,000	$	(51,503	)	$	(26,503	)

See accompanying notes to the financial statements

55

BUILDING BITS PROPERTIES I, LLC

 STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2018 AND

 THE PERIOD FROM INCEPTION TO DECEMBER 31, 2017

	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(34,439	)	$	(17,064	)
Changes in operating assets and liabilities:
Accounts payable		9,765			-
Net cash used in operating activities		(24,674	)		(17,064	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Real estate deposits		(35,000	)
Net cash used in investing activities		(35,000	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from affiliate		101,500			-
Offering costs		(44,332	)
Proceeds from issuance of common bits		-			25,000
Net cash provided by financing activities		57,168			25,000
Increase (decrease) in cash and cash equivalents		(2,506	)		7,936
Cash and cash equivalents, beginning of period		7,936			-
Cash and cash equivalents, end of period	$	5,430		$	7,936
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non cash investing and financing activities:
	$	-		$	-

See accompanying notes to the financial statements

56

BUILDING BITS PROPERTIES I, LLC

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Building Bits Properties I, LLC (which may be referred to as the "Company", "we," "us," or "our") was formed on February 24, 2017 (“Inception”) in the State of Delaware.  The Company’s headquarters are located in Portland, Oregon. The Company was formed to raise up to $50 million under Regulation A Plus from a wide range of individual and institutional investors, with a primary focus on individual non-accredited investor, to acquire commercial real estate. The fundraising activity will be primarily done through “BuildingBits” online platform where investors will be able to choose individual properties to invest in.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern and Management’s Plans

We will rely heavily on financing from an affiliate, Building Bits Holdings LLC (“BB Holdings”), for working capital and have only recently commenced operations. The Company requires additional capital to commence operations. These above matters raise substantial doubt about the Company's ability to continue as a going concern.  During the next 12 months, the Company intends to fund its operations from the financing received from the affiliate and from its portion of the commercial lease income generated by the properties to be owned by the Company through its investments. There are no assurances that management will be able to raise capital on terms acceptable to the Company.  If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. The financial statements do not include any adjustments that might result from these uncertainties.

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s financial statements will ultimately be presented on a non-classified balance sheet since the Company’s primary operating assets and liabilities will be non-current.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of revenues and expenses during the reporting period. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability.

57

BUILDING BITS PROPERTIES I, LLC

NOTES TO THE FINANCIAL STATEMENTS

There are three levels of inputs that may be used to measure fair value:

Level 1  - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2  - Include other inputs that are directly or indirectly observable in the marketplace.

Level 3  - Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2018 and 2017. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. Fair values for these items were assumed to approximate carrying values because of their short term in nature or they are payable on demand.

Risks and Uncertainties

The Company has a limited operating history and has not generated revenue intended operations.  The Company's business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company's control could cause fluctuations in these conditions, including but not limited to: its ability to raise sufficient funds from investors to acquire commercial real estate, the availability of suitable real estate properties to acquire, and changes to Regulation A Plus. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company's financial condition and the results of its operations.

Cash and Cash Equivalents

For purpose of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful life. Leasehold improvements are depreciated over shorter of the useful life or lease life. Maintenance and repairs are charged to operations as incurred. Significant renewals and betterments are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations.

58

BUILDING BITS PROPERTIES I, LLC

NOTES TO THE FINANCIAL STATEMENTS

Real Estate Held for Investment

Real estate assets are stated at the lower of depreciated cost or fair value, if deemed impaired. Major replacements and betterments are capitalized and depreciated over their estimated useful lives. Depreciation is computed on a straight-line basis over the useful lives of the properties (buildings and improvements—ten (10) to 40 years; furniture, fixtures and equipment—five (5) to ten (10) years. We continually evaluate the recoverability of the carrying value of its real estate assets using the methodology prescribed in Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant and Equipment,” Factors considered by management in evaluating impairment of its existing real estate assets held for investment include significant declines in property operating profits, annually recurring property operating losses and other significant adverse changes in general market conditions that are considered permanent in nature. Under ASC Topic 360, a real estate asset held for investment is not considered impaired if the undiscounted, estimated future cash flows of an asset (both the annual estimated cash flow from future operations and the estimated cash flow from the theoretical sale of the asset) over its estimated holding period are in excess of the asset’s net book value at the balance sheet date. If any real estate asset held for investment is considered impaired, a loss is provided to reduce the carrying value of the asset to its estimated fair value.

Real Estate Held for Sale  

We will periodically classify real estate assets as held for sale. An asset is classified as held for sale after the approval of the Company’s board of directors and after an active program to sell the asset has commenced. Upon the classification of a real estate asset as held for sale, the carrying value of the asset is reduced to the lower of its net book value or its estimated fair value, less costs to sell the asset. Subsequent to the classification of assets as held for sale, no further depreciation expense is recorded. Real estate assets held for sale will be stated separately on the balance sheet. Upon a decision to no longer market as an asset for sale, the asset is classified as an operating asset and depreciation expense is reinstated. A gain or loss on the sale of a property will be recorded in the statement of operations.

Cost Capitalization   

A variety of costs are incurred in the acquisition and development of properties such as costs of acquiring a property development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC Topic 835-20 “Interest – Capitalization of Interest” and ASC Topic 970 “Real Estate - General”. We cease capitalization on costs upon completion.

59

BUILDING BITS PROPERTIES I, LLC

NOTES TO THE FINANCIAL STATEMENTS

Leases of Real Estate

As a lessor of real estate assets, the Company will retain substantially all of the risks and benefits of ownership and accounts for its leases as operating leases. Contractual rent, percentage rent, and expense reimbursements from tenants for common area maintenance costs, insurance and real estate taxes are our principal source of revenue. Base minimum rents will be recognized on a straight-line basis over the terms of the respective leases. Certain lease agreements will contain provisions that grant additional rents based on a tenant’s sales volume (contingent overage rent). Overage rent will be recognized when tenants achieve the specified sales targets as defined in their lease agreements. Overage rent will be included in other property related revenue in the accompanying statements of operations. As a result of generating this revenue, we will routinely have accounts receivable due from tenants. We will be subject to tenant defaults and bankruptcies that may affect the collection of outstanding receivables. To address the collectability of these receivables, we will analyze historical write-off experience, tenant credit-worthiness and current economic trends when evaluating the adequacy of our allowance for doubtful accounts and straight line rent reserve. Although we will estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.

Sales of Real Estate

Gains or losses from sales of real estate will be recognized when a sale has been consummated, the buyer’s initial and continuing investment is adequate to demonstrate a commitment to pay for the asset, the Company has transferred to the buyer the usual risks and rewards of ownership, and the Company does not have a substantial continuing financial involvement in the property.

Income Taxes

The Company is taxed as a Limited Liability Company (LLC). Under these provisions, the Company does not pay federal corporate income taxes on its taxable income. Instead, the shareholders are liable for individual federal and state income taxes on their respective shares of the Company’s taxable income. The Company will pay state income taxes at reduced rates. The Company has yet to file a tax return and thus there are no open periods for review. In addition, the Company doesn’t have any open tax examinations.

Basic and Diluted Earnings (Loss) per Bit

The Company follows ASC 260, Earnings Per Share, to account for earnings (loss) per bit. Basic per bit (“EPS”) calculations are determined by dividing net loss by the weighted average number of common bits outstanding during the period. Diluted earnings per bit calculations are determined by dividing net income by the weighted average number of common bits and dilutive common bit equivalents outstanding. During periods when common bit equivalents, if any, are anti-dilutive, they are not considered in the computation. As of December 31, 2018, there were 25,000 common bits outstanding.

Concentration of Credit Risk

The Company maintains its cash with a bank, which is located in the United States of America and which it believes to be creditworthy.  Balances are insured by the Federal Deposit Insurance Corporation up to $250,000.  At times, the Company may maintain balances in excess of the federally insured limits.

60

BUILDING BITS PROPERTIES I, LLC

NOTES TO THE FINANCIAL STATEMENTS

Offering Costs

The Company will capitalize costs related to its offering under Regulation A Plus and will partially offset the costs from the proceeds from the sale of bits in equity. In the event the offering is unsuccessful, such costs will be expensed.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) issues Accounting Standard Updates (“ASU”) to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.

NOTE 3 – REAL ESTATE

As of December 31, 2018, the Company had entered into purchase and sales agreements for the following properties:

1. Williamsport Xfinity Property, located at 1954 E. 3^rd Street, Williamsport, Pennsylvania, and qualified under Regulation A Plus. Acquisition Price of $1,980,500; no earnest money deposit required. Expired on December 17, 2018.

2. Maplewood AT&T Property, located at 3070 White Bear Avenue, Maplewood, MN 55109, and qualified under Regulation A Plus. Acquisition Price of $3,875,000; earnest money deposit of $25,000. Extended through May 15, 2019.

3. Easley Verizon Property, located at 4867 Caljoun Memorial Hwy. Easley, SC 29640, and qualified under Regulation A Plus. Acquisition Price of $3,900,000; earnest money deposit of $5,000. Expired subsequent to December 31, 2018. Earnest money deposit has returned to the Company in full.

4. Hollywood 12 property located at 1728 NE 45^th Ave, Portland, OR 97213, and offered under Regulation D. The acquisition price was $4,370,000; earnest money deposit of $5,000 was made. Extended through September 12, 2019.

All purchase and sales agreements have funding contingencies which require the Company to meet certain funding milestones. The seller has an option to extend or terminate the agreement if such milestones are not met within the agreed upon timeline. On December 17, 2018, the seller of the Williamsport Xfinity property exercised its option to terminate the agreement, and therefore the agreement was cancelled. All funds in escrow were returned to investors. As of December 31, 2018, the Company was accepting investments into the Maplewood AT&T, the Easley Verizon, and the Hollywood 12 properties. Subsequent to December 31, 2018, the Easley Verizon property was cancelled and (see Note 6).

NOTE 4 – RELATED PARTY TRANSACTIONS

The Company has relied on advances of funds from BB Holdings to pay for operations expenses and offering costs. As of March 31, 2019 such advances have amounted to $186,500 from inception. The Company plans to recoup some or all of the expenses from the proceeds of the offering and repay the advances as long as such costs and expenses do not exceed 0.5% of the total amount of the offering. Any expenses and costs in access of the 0.5% will be paid out of the operational income or from additional advances from BB Holdings, which will be provided as equity in the Company.

61

BUILDING BITS PROPERTIES I, LLC

NOTES TO THE FINANCIAL STATEMENTS

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company is not currently involved with, and does not know of any pending or threatening litigation against the Company.

The Company maintains a number of third-party contracts to facilitate the execution of the offering including an escrow agreement with Provident Trust Group. The agreement provides for flat monthly fees to maintain escrow accounts as well as additional fees for payment returns and customer refunds. In the event the minimum amount of the offering is not reached and the funds are returned to investors the Company may face significant fees depending on the number of investors participating in the offering. The Company anticipates amending the agreement to limit or reduce total fees it may have to pay for the refunds.

 NOTE 6 – MEMBER’S EQUITY (DEFICIT)

LLC Units

As of December 31, 2018, the Company has authorized and issued 25,000 Common Bits to its initial member, BB Holdings for cash of $25,000. The Manager is authorized to create and issue new classes of Bits as necessary without amendment to the Company’s operating agreement. New classes of Bits may be issued with specific rights identified in Bit designations related to those Bits.

Profits and losses shall be allocated to holders of Common Bits in proportion to their respective ownership of issued Bits.

The Manager or its Affiliates shall be entitled to receive the following fees:

(a)          Asset Management Fee equal to an annualized rate of up to 1.50% of the Company’s net asset value (“NAV”) at the end of each prior month. Additionally, following 30-days notice to members, the Manager may increase its asset management fee to an annualized rate of up to 2.00%. Currently the asset management fee is set at 0.75%.

(b)          Disposition Fees. Disposition fee of up to 2.50% of the gross proceeds from the liquidation of any of the Company’s equity investments in real estate.

The Manager or its affiliates, in their sole discretion may defer or waive any fee payable to it under this Agreement.  All or any portion of any deferred fees will be deferred without interest and paid when the Manager determines.

Reimbursement of Expenses. The Company shall pay or reimburse the Manager and its Affiliates for the following:

(a)          Formation Expenses. All third-party charges and out-of-pocket costs and expenses (collectively, “Formation Expenses”) incurred by the Company, the Manager and its Affiliates in connection with the formation of the Company, the offering of Bits, and the admission of investors in the Company. Reimbursement payments shall not exceed 0.50% of the aggregate gross proceeds from an Offering.

62

BUILDING BITS PROPERTIES I, LLC

NOTES TO THE FINANCIAL STATEMENTS

(b)          Operating Expenses. All third party charges and out-of-pocket costs and expenses incurred by the Manager or its Affiliate that are related to the operations of the Company, including, without limitation, those related to (i) forming and operating Subsidiaries, (ii) accounting, auditing, tax return preparation, financial reporting, and legal services, and insurance, including without limitation to protect the Company, the Manager, its Affiliates, and Members in connection with the performance of activities related to Company, (iii) the Company’s indemnification of the Indemnified Parties pursuant to this Agreement, (iv) litigation, (v) borrowings of the Company, (vi) liquidating the Company, (vii) any taxes, fees or other governmental charges levied against the Company and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Company, and (ix) the costs of any third parties retained to provide services to Company.

The Company intends to issue Bits bearing Bit Designations that carry specific financial rights connected to the profits and losses received by the Company from specific wholly-owned subsidiaries of the Company.

Distributions of available cash flow will be paid no less frequently than annually. The Manager retains the right to increase the frequency of any distribution of available cash flow.

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events occurring after December 2018, the balance sheet date through April 18, 2019. Subsequent to December 31, 2018, the seller of the Easley Verizon property exercised its option and terminated the purchase and sales agreement. All funds were returned to investors. The earnest money deposit of $5,000 was returned to the Company in full.

The seller of the Maplewood AT&T property has exercised its option and has extended the purchase and sales agreement in return for additional earnest money deposits. The seller has extended the agreement until May 15, 2019, at which time the Company may pay a non-refundable deposit of $30,000 to extend time for an additional 30 days. The Company has paid a total of $112,500 in deposits for the Maplewood AT&T property as of April 18, 2019. The Company anticipates that the seller will continue extending the agreement upon further deposits by the Company.

The Company currently is accepting investments for the AT&T Maplewood, which has previously received qualification under Regulation A from Securities and Exchange Commission, and for the Hollywood 12, under Regulation D. The Company has also secured two additional purchase and sales contracts for two properties, which management plans to submit to Securities and Exchange Commission as addendum for qualification under our Regulation A offering:

1. Scooters’ Coffee Kansas City Property located at 5166 North Oak Trafficway, Kansas City, Missouri 64118. Acquisition price of $640,000; earnest money deposit paid of $15,000.

2. Ville Platte South Star Property located at 804 E Lasalle Street, Ville Platte, LA 70586. Acquisition price of $1,299,050. The agreement provides for earnest money deposits in the amount of $25,000 to be paid in three installments upon certain future events which have not yet occurred, and therefore, the Company has not paid any deposits.

Both properties provide for a 120 day period in which the closing must occur, unless extended by both parties, provided however, that the SEC qualification must occur within 60 days of the effective date of the agreement unless extended by both parties.

63

BUILDING BITS PROPERTIES I, LLC

NOTES TO THE FINANCIAL STATEMENTS

The acquisitions for all properties are dependent upon proceeds from the offering. If the proceeds from the offering do not meet the minimum equity requirements to purchase the property, then the purchase and sale agreement is terminated, funds are returned to investors in full and the Company may be subject to the loss of EMDs in their entirety.

There have been no other material events or transactions during this time which would have a material effect on the financial statements, other than what has been reported in the Company’s financial statements.

64

PART III – EXHIBITS

Index to Exhibits  

2.1	Certificate of Formation of Building Bits Properties I, LLC**
2.2	Operating Agreement of Building Bits Properties I, LLC**
2.3.1	Class Xfinity-Williamsport.PA Bit Designation**
2.3.3	Class AT&T-Maplewood.MN Bit Designation**
2.3.4	Class Verizon-Easley.SC Bit Designation**
2.3.5	Class SouthStar-VillePlatte.LA Amended and Restated Bit Designation
2.3.6	Class Scooter-KansasCity.MO Bit Designation
2.4	Form of Property LLC Operating Agreement**
4.1	Form of Subscription Agreement**
6.1.1	Ville Platte South Star Property Purchase and Sale Agreement
6.1.2	Scooter’s Coffee Kansas City Property Purchase and Sale Agreement
8.1	Escrow Agreement with Provident Trust Group, LLC**
11.1	Consent of Auditing Accountant, dbbmckennon
12.1	Opinion of Counsel
13.1	Old BuildingBits Blog Homepage**
13.2	Old BuildingBits Blog Investor Page**
13.3	Old BuildingBits Blog Property Owner Page**
13.4	BuildingBits Blog Homepage as of June 19, 2018**
13.5	BuildingBits Williamsport Xfinity Offering Page as of June 13, 2018**
13.6	BuildingBits Hollywood 12 Apartments Offering Page as of June 13, 2018**
13.7	BuildingBits Maplewood AT&T Offering Page as of June 13, 2018**
13.8	BuildingBits Shenandoah Sleep Number Offering Page as of June 13, 2018**
13.9	Transcript and Explanatory Note – Blockchain Global News Video**
13.10	BuildingBits Easley Verizon Offering Page as of October 10, 2018**
13.11	BuildingBits Scooter’s Coffee Offering Page as of May 6, 2019
13.12	BuildingBits Ville Platte South Star Offering Page as of May 6, 2019
15.1	Draft offering statement submitted pursuant to Rule 252(d) dated June 22, 2017.**
15.2	Draft offering statement submitted pursuant to Rule 252(d) dated September 1, 2017.**
15.3	Draft offering statement submitted pursuant to Rule 252(d) dated November 3, 2017.**
15.4	Correspondence previously submitted pursuant to Rule 252(d)**
15.5	Correspondence previously submitted pursuant to Rule 252(d)**
15.6	Correspondence previously submitted pursuant to Rule 252(d)**

** Previously filed

65

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Portland, Oregon, on May 7, 2019.

Building Bits Properties I, LLC
By: BuildingBits Asset Management, LLC its Manager
By:	/s/ Alexander Aginsky
	Name:	Alexander Aginsky
	Title:	Chief Executive Officer

This offering statement has been signed by the following persons in the capacities and on the dates indicated. 

By:	/s/ Alexander Aginsky
	Name:	Alexander Aginsky
	Title:	Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer of BuildingBits Asset Management, LLC
	Date:	May 7, 2019

By:	/s/ Andrei Zverev
	Name:	Andrei Zverev
	Title:	Chief Operating Officer of BuildingBits Asset Management, LLC
	Date:	May 7, 2019

66

EX1A-2A CHARTER

Exhibit 2.3.5

BUILDING BITS PROPERTIES I, LLC

AMENDED AND RESTATED BIT DESIGNATION OF

THE SPECIAL ECONOMIC RIGHTS

OF

CLASS SOUTHSTAR-VILLEPLATTE.LA COMMON AND PREFERRED BITS

BUILDING BITS PROPERTIES I, LLC, a Delaware limited liability company (the “Company”), pursuant to the provisions of the Delaware Limited Liability Company Act and the Operating Agreement dated October 30, 2017, as amended from time to time (the “Operating Agreement”), does hereby state and certify that, pursuant to the authority expressly vested in BuildingBits Asset Management, LLC, a Delaware limited liability company and the Company’s Manager (the “Manager”), the Manager duly adopted the following resolution, which remains in full force and effect as of the date hereof:

RESOLVED, that this Amended and Restated Bit Designation of the Class SouthStar-VillePlatte.LA Common Bits dated as of April 30, 2019 (this “Bit Designation”) be and hereby is adopted as follows:

1. Designation.

(a)    Pursuant to Section 3.2 of the Operating Agreement, there is hereby created a class of Bits designated as the Class SouthStar-VillePlatte.LA Common Bits (the “Class SouthStar-VillePlatte.LA Common Bits”) and SouthStar-VillePlatte.LA Preferred Bits (the “Class SouthStar-VillePlatte.LA Preferred Bits”) (together, the “Class SouthStar-VillePlatte.LA Bits”), which shall each have a special economic rights identified in Section 3 of this Bit Designation related to the performance of the Ville Platte South Star Property described in the Form 1-A of the Company and post-qualification amendments thereto (the “Property LLC”). The Manager is authorized to provide for the issuance of up to 1,400,781 Class SouthStar-VillePlatte.LA Common Bits and up to 1,400,781 Class SouthStar-VillePlatte.LA Preferred Bits.

(b)    All Class SouthStar-VillePlatte.LA Bits issued pursuant to, and in accordance with the requirements of this Bit Designation, shall be fully paid and non-assessable Bits of the Company.

(c)    Upon a Change of Control Event as defined in Section 2 of this Bit Designation, the Class SouthStar-VillePlatte.LA Bits will cease to exist and holders will receive cash as provided in Section 4 of this Bit Designation.

2. Definitions. For purposes of this Bit Designation, the following terms have the meanings ascribed to them below. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Operating Agreement.

“Change of Control Event” means, with respect to the Property LLC, (i) an election to dissolve Property LLC by its Manager, (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Property LLC, or (iii) the entry of a decree of judicial dissolution of the Property LLC pursuant to the provisions of the Delaware Act.

“Closing Date” means, with respect to the Class SouthStar-VillePlatte.LA Common Bits, the date on which the first closing in the offering Under Regulation A took place.

“Distribution Payment Date” has the meaning assigned to it in Section 3(a) hereof.

“Distribution Period” means a period commencing on, and including, a Distribution Payment Date, to, but not including, the following Distribution Payment Date.

“Distribution Record Date” has the meaning assigned to it in Section 3(a) hereof.

3. Special Economic Rights.

(a)    Right to Distributions from The Property LLC. Each holder of Class SouthStar-VillePlatte.LA Common Bits shall be entitled to receive, out of funds legally available after fees have been paid to the Manager or its Affiliates under Section 5.10 of the Operating Agreement, and expenses under Section 5.13 of the Operating Agreement, a pro rata cash distribution of the funds received by the Company from The Property LLC (“Special Distributions”) on each Class SouthStar-VillePlatte.LA Common Bit. Any Special Distributions that have been declared shall be payable in arrears on the last day of the first fiscal quarter following the end of each applicable year (each, a “Distribution Payment Date”) to the holders of record as they appear in the books and records of the Company for the Class SouthStar-VillePlatte.LA Bits at the close of business on the 10th business day preceding the Distribution Payment Date (each, a “Distribution Record Date”); provided, that if any Distribution Payment Date is not a Business Day, then the Special Distribution which would otherwise have been payable on that Distribution Payment Date may be paid on the next succeeding Business Day. Any Special Distribution payable on the Class SouthStar-VillePlatte.LA Bits, including distributions payable for any partial Distribution Period, will be computed on the basis of a 360-day year consisting of twelve 30-day months.

(b)    Option to Make Quarterly Distributions. In the sole determination of the Manager, Special Distributions identified in Section 3(a) may be payable on a regular frequency, not less than on an annual basis. The Manager may determine the Distribution Payment Date and Distribution Record Date, provided that the Distribution Record Date may not be less than 10 days prior to the Distribution Payment Date.

4. Automatic Resignation and Conversion to Cash.

(a)    Automatic Resignation of Bitholder. In the event of a Change of Control Event, holders of the Class SouthStar-VillePlatte.LA Bits identified in this Bit Designation shall automatically resign from the Company upon the receipt of the cash payment under Section 4(b)(i) of this Bit Designation.

(i)    Upon resignation of the Bitholder under this Section, the Class SouthStar-VillePlatte.LA Bits held by the Bitholder shall cease to exist.

(b) Automatic Conversion to Cash.

(i) Upon the occurrence of a Change of Control Event, each of the holders of the Class SouthStar-VillePlatte.LA Bits shall receive a cash sum of the net proceeds received by the Company as a result of the Change of Control Event, after deduction of fees set out in Section 5.10 of the Operating Agreement.

(c)     Liquidation Preference. The holders of the Class SouthStar-VillePlatte.LA Preferred Bits are entitled to a liquidation preference that is senior to holders of Class SouthStar-VillePlatte.LA Common Bits with respect to a Change of Control Event (the “Liquidation Preference”). Distribution of any available cash sum upon a Change of Control Event shall occur as follows:

(i) First, to the holders of Class SouthStar-VillePlatte.LA Preferred Bits until the holders of the Class SouthStar-VillePlatte.LA Preferred Bits have received a return of the value of their Preferred Bits equal to the original price per Bit at issuance, adjusted for any declared but unpaid distributions, combinations, or splits.

(ii) Second, to the holders of Class SouthStar-VillePlatte.LA Common Bits until the holders of the Class SouthStar-VillePlatte.LA Common Bits have received a return of the value of their Common Bits equal to the original price per Bit at issuance, adjusted for any declared but unpaid distributions, combinations, or splits.

(iii) Thereafter, to all holders of Class SouthStar-VillePlatte.LA Bits on a pro rata basis.

5. Transfer Restrictions. Holders of Class SouthStar-VillePlatte.LA Preferred Bits shall not make a direct or indirect sale, assignment, transfer, pledge, offer, exchange, disposition, encumbrance, alienation or other disposition (collectively, a “Sale”) of Class SouthStar-VillePlatte.LA Preferred Bits in an amount less than 10,000 SouthStar-VillePlatte.LA Preferred Bits. In the event of such a Sale, and in addition to any other remedies as may be available at law, in equity or under this Bit Designation, the Company shall not be required (i) to transfer on its books any Class SouthStar-VillePlatte.LA Preferred Bits which shall have been transferred in violation of any of the provisions set forth in this Bit Designation; or (ii) to treat as owner of such Class SouthStar-VillePlatte.LA Preferred Bits, or to pay dividends to any transferee to whom any Class SouthStar-VillePlatte.LA Preferred Bits shall have been transferred in violation of any of the provisions set forth in this Bit Designation. This Section 5 shall not prohibit a Sale of Class SouthStar-VillePlatte.LA Preferred Bits by a Holder to any member of the Holder’s immediate family, or to a trust for the benefit of the Holder or any member of the Holder’s immediate family, or upon the death of the Holder; provided that a Sale referred to in this sentence shall be permitted only if, as a precondition to such Sale, the transferee agrees in writing, reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Bit Designation.

6. Voting Rights. Holders of Class SouthStar-VillePlatte.LA Bits shall not have the right to vote or provide consent in matters coming before the Members under Section 5.2(c) of the Operating Agreement.

7. Amendments and Waivers. This Bit Designation may be amended from time to time by the affirmative vote or consent of the Manager and the holders of a majority of the then issued and outstanding Class SouthStar-VillePlatte.LA Bits. Amendments to this Agreement may be proposed only by or with the consent of the Manager.

8. Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

[Signature Page Follows]

IN WITNESS WHEREOF, this Bit Designation has been executed as of the date first written above.

MANAGER:
BUILDINGBITS ASSET MANAGEMENT, LLC
By:	/s/ Alexander Aginsky
	Name: Alexander Aginsky
	Title: Manager

EX1A-2A CHARTER

Exhibit 2.3.6

BUILDING BITS PROPERTIES I, LLC

BIT DESIGNATION OF

THE SPECIAL ECONOMIC RIGHTS

OF

CLASS SCOOTER-KANSASCITY.MO COMMON AND PREFERRED BITS

BUILDING BITS PROPERTIES I, LLC, a Delaware limited liability company (the “Company”), pursuant to the provisions of the Delaware Limited Liability Company Act and the Operating Agreement dated October 30, 2017, as amended from time to time (the “Operating Agreement”), does hereby state and certify that, pursuant to the authority expressly vested in BuildingBits Asset Management, LLC, a Delaware limited liability company and the Company’s Manager (the “Manager”), the Manager duly adopted the following resolution, which remains in full force and effect as of the date hereof:

RESOLVED, that this Bit Designation of the Class Scooter-KansasCity.MO Common and Preferred Bits dated as of April 30, 2019 (this “Bit Designation”) be and hereby is adopted as follows:

1. Designation.

(a)    Pursuant to Section 3.2 of the Operating Agreement, there is hereby created classes of Bits designated as the Scooter-KansasCity.MO Common Bits (the “Class Scooter-KansasCity.MO Common Bits”) and Scooter-KansasCity.MO Preferred Bits (the “Class Scooter-KansasCity.MO Preferred Bits”) (together, the “Class Scooter-KansasCity.MO Bits”), which shall each have special economic rights identified in Section 3 of this Bit Designation related to the performance of the Scooters’ Coffee Kansas City Property described in the Form 1-A of the Company and post-qualification amendments thereto (the “Property LLC”). The Manager is authorized to provide for the issuance of up to 700,000Class Scooter-KansasCity.MO Common Bits and up to 700,000 Class Scooter-KansasCity.MO Preferred Bits.

(b)    All Class Scooter-KansasCity.MO Bits issued pursuant to, and in accordance with the requirements of this Bit Designation, shall be fully paid and non-assessable Bits of the Company.

(c)    Upon a Change of Control Event as defined in Section 2 of this Bit Designation, the Class Scooter-KansasCity.MO Bits will cease to exist and holders will receive cash as provided in Section 4 of this Bit Designation.

2. Definitions. For purposes of this Bit Designation, the following terms have the meanings ascribed to them below. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Operating Agreement.

“Change of Control Event” means, with respect to the Building Bits Property, (i) an election to dissolve the Property LLC by its Manager, (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Property LLC, or (iii) the entry of a decree of judicial dissolution of the Property LLC pursuant to the provisions of the Delaware Act.

“Closing Date” means, with respect to the Class Scooter-KansasCity.MO Bits, the date on which the first closing in the offering Under Regulation A took place.

“Distribution Payment Date” has the meaning assigned to it in Section 3(a) hereof.

“Distribution Period” means a period commencing on, and including, a Distribution Payment Date, to, but not including, the following Distribution Payment Date.

“Distribution Record Date” has the meaning assigned to it in Section 3(a) hereof.

3. Special Economic Rights.

(a)    Right to Distributions from Building Bits Property. Each holder of Class Scooter-KansasCity.MO Bits shall be entitled to receive, out of funds legally available after fees have been paid to the Manager or its Affiliates under Section 5.10 of the Operating Agreement, and expenses under Section 5.13 of the Operating Agreement, a pro rata cash distribution of the funds received by the Company from the Property LLC (“Special Distributions”) on each Class Scooter-KansasCity.MO Bit. Any Special Distributions that have been declared shall be payable in arrears on the last day of the first fiscal quarter following the end of each applicable year (each, a “Distribution Payment Date”) to the holders of record as they appear in the books and records of the Company for the Class Scooter-KansasCity.MO Bits at the close of business on the 10th business day preceding the Distribution Payment Date (each, a “Distribution Record Date”); provided, that if any Distribution Payment Date is not a Business Day, then the Special Distribution which would otherwise have been payable on that Distribution Payment Date may be paid on the next succeeding Business Day. Any Special Distribution payable on the Class Scooter-KansasCity.MO Bits, including distributions payable for any partial Distribution Period, will be computed on the basis of a 360-day year consisting of twelve 30-day months.

(b)    Option to Make Quarterly Distributions. In the sole determination of the Manager, Special Distributions identified in Section 3(a) may be payable on a regular frequency, not less than on an annual basis. The Manager may determine the Distribution Payment Date and Distribution Record Date, provided that the Distribution Record Date may not be less than 10 days prior to the Distribution Payment Date.

4. Automatic Resignation and Conversion to Cash.

(a)    Automatic Resignation of Bitholder. In the event of a Change of Control Event, holders of the Class Scooter-KansasCity.MO Bits identified in this Bit Designation shall automatically resign from the Company upon the receipt of the cash payment under Section 4(b)(i) of this Bit Designation.

(i)    Upon resignation of the Bitholder under this Section, the Class Scooter-KansasCity.MO Bits held by the Bitholder shall cease to exist.

(b) Automatic Conversion to Cash.

(i) Upon the occurrence of a Change of Control Event, each of the holders of the Class Scooter-KansasCity.MO Bits shall receive a cash sum of the net proceeds received by the Company as a result of the Change of Control Event, after deduction of fees set out in Section 5.10 of the Operating Agreement.

(c)     Liquidation Preference. The holders of the Class Scooter-KansasCity.MO Preferred Bits are entitled to a liquidation preference that is senior to holders of Class Scooter-KansasCity.MO Common Bits with respect to a Change of Control Event (the “Liquidation Preference”). Distribution of any available cash sum upon a Change of Control Event shall occur as follows:

(i) First, to the holders of Class Scooter-KansasCity.MO Preferred Bits until the holders of the Class Scooter-KansasCity.MO Preferred Bits have received a return of the value of their Preferred Bits equal to the original price per Bit at issuance, adjusted for any declared but unpaid distributions, combinations, or splits.

(ii) Second, to the holders of Class Scooter-KansasCity.MO Common Bits until the holders of the Class Scooter-KansasCity.MO Common Bits have received a return of the value of their Common Bits equal to the original price per Bit at issuance, adjusted for any declared but unpaid distributions, combinations, or splits.

(iii) Thereafter, to all holders of Class Scooter-KansasCity.MO Bits on a pro rata basis.

5. Transfer Restrictions. Holders of Class Scooter-KansasCity.MO Preferred Bits shall not make a direct or indirect sale, assignment, transfer, pledge, offer, exchange, disposition, encumbrance, alienation or other disposition (collectively, a “Sale”) of Class Scooter-KansasCity.MO Preferred Bits in an amount less than 10,000 Scooter-KansasCity.MO Preferred Bits. In the event of such a Sale, and in addition to any other remedies as may be available at law, in equity or under this Bit Designation, the Company shall not be required (i) to transfer on its books any Class Scooter-KansasCity.MO Preferred Bits which shall have been transferred in violation of any of the provisions set forth in this Bit Designation; or (ii) to treat as owner of such Class Scooter-KansasCity.MO Preferred Bits, or to pay dividends to any transferee to whom any Class Scooter-KansasCity.MO Preferred Bits shall have been transferred in violation of any of the provisions set forth in this Bit Designation. This Section 5 shall not prohibit a Sale of Class Scooter-KansasCity.MO Preferred Bits by a Holder to any member of the Holder’s immediate family, or to a trust for the benefit of the Holder or any member of the Holder’s immediate family, or upon the death of the Holder; provided that a Sale referred to in this sentence shall be permitted only if, as a precondition to such Sale, the transferee agrees in writing, reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Bit Designation.

6. Voting Rights. Holders of Class Scooter-KansasCity.MO Bits shall not have the right to vote or provide consent in matters coming before the Members under Section 5.2(c) of the Operating Agreement.

7. Amendments and Waivers. This Bit Designation may be amended from time to time by the affirmative vote or consent of the Manager and the holders of a majority of the then issued and outstanding Class Scooter-KansasCity.MO Bits. Amendments to this Agreement may be proposed only by or with the consent of the Manager.

8. Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

[Signature Page Follows]

IN WITNESS WHEREOF, this Bit Designation has been executed as of the date first written above.

MANAGER:
BUILDINGBITS ASSET MANAGEMENT, LLC
By:	/s/ Alexander Aginsky
	Name: Alexander Aginsky
	Title: Manager

EX1A-6 MAT CTRCT

Exhibit 6.1.1

BUILDINGBITS PURCHASE AND SALE AGREEMENT

This BuildingBits Purchase and Sale Agreement (this "Agreement") is made and entered into as of February 15, 2019 (the “Effective Date”), by 3Z Ville Platte, LLC, an Ohio limited liability company ("Seller"), BuildingBits Real Estate Services, LLC, an Oregon limited liability company ("BBRS"), and Building Bits Properties I, LLC, a Delaware limited liability company ("Buyer").

Background

A.        Seller is the owner of certain real property legally described on the attached Exhibit A (the "Land") and all buildings, fixtures, and other improvements situated on the Land (collectively, the "Improvements"), commonly known as a free-standing Hulin Health Urgent Care Building located at 804 E Lasalle Street, Ville Platte, LA 70586.

B.         Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Land and the Improvements, together with all of the other property and interests of Seller described in Section 1 below, subject to and on the terms and conditions contained in this Agreement.

Terms and Conditions

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, BBRS and Buyer agree as follows:

1.          Agreement of Purchase and Sale. Seller agrees to sell, and Buyer agrees to buy, subject to and on the terms and conditions contained herein, the Land and the Improvements, together with all of Seller’s right, title, and interest in and to:

(a)          Appurtenant Rights. (i) All rights of way, tenements, hereditaments, easements, interests, minerals and mineral rights, water and water rights, utility capacity, and appurtenances, if any, in any way belonging or appertaining to the Land and the Improvements, and (ii) all adjoining streets, alleys, roads, parking areas, curbs, curb cuts, sidewalks, landscaping, signage, sewers, and public ways (collectively, the "Appurtenant Rights");

(b)          Personal Property. All equipment, fixtures and other personal property owned by Seller and located at, or attached to, the Improvements and used in connection with the ownership, operation, and/or maintenance of the Land or the Improvements, including, without limitation, all furniture, artwork, and heating, lighting, air conditioning, ventilating, plumbing, electrical, or other mechanical equipment (collectively, the "Personal Property");

(c)          Leases. All leases, tenancies, cell tower or telecommunications agreements, if any, and rental or occupancy agreements granting possessory rights in, on, or covering the Land or Improvements to the tenants listed on the Rent Roll to be delivered to Buyer pursuant to Section 7(a) below (the "Rent Roll"), together with (i) all modifications, extensions, amendments, and guarantees, letters of credit or other security devices relating thereto and (ii) such other leases of the Improvements as may be made prior to Closing (as defined below) in accordance with the terms of this Agreement (collectively, the "Leases");

(d)          Contracts. To the extent assignable, and subject to Buyer’s agreement or obligation to accept an assignment thereof pursuant to the terms of Section 7(d) below, all contracts, agreements, guarantees, warranties, and indemnities, if any, affecting the ownership, operation, management, and/or maintenance of the Land, Improvements, Appurtenant Rights, Personal Property, and Leases (collectively, the "Contracts");

(e)          Licenses. To the extent assignable, all licenses, franchises, occupancy and use certificates, permits, authorizations, consents, variances, waivers, approvals, and the like from any governmental or quasi-governmental entity or instrumentality affecting or relating to the ownership, operation, or maintenance of the Land or the Improvements (collectively, the "Licenses"); and

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(f)           Intangibles. To the extent the same exist and are assignable, (i) all plans, drawings, specifications, blueprints, studies or reports (including all environmental, architectural (including Americans with Disabilities Act compliance), engineering, structural, mechanical, roof, soils, seismic and geologic reports) and surveys relating in any way to the Property (as defined below), (ii) maintenance records prepared by or on behalf of Seller in connection with the ownership, operation, and/or maintenance of the Property, (ii) all logos, building and trade names, (iii) all transferable guaranties and warranties, if any, (iv) all advertising materials, development rights and other information and documentation in Seller’s possession relating to the Property that do not contain Seller’s name or are not deemed proprietary by Seller, and (v) all other intangible rights, titles, interests and privileges owned by Seller and relating to the Property (collectively, the "Intangibles").

The Land, Improvements and Appurtenant Rights are collectively referred to as the "Real Property," and the Real Property, Personal Property, Leases, Contracts, Licenses, Intangibles, and all other property rights pertaining thereto are collectively referred to as the "Property."

2.          Platform Listing; Agency Acknowledgement and Disclosure; BBRS Commission.

(a)          Platform Listing. Within ten (10) business days after Buyer's receipt of the Due Diligence Materials (as defined below) pursuant to Section 7(a) below, BBRS and Buyer will list the Property on the BuildingBits Platform, which is a crowdfunding based marketplace (the "Platform") that BBRS, Buyer and their affiliates will use to raise some or all of the equity required to purchase the Property from third-party investors ("BuildingBits Investors"). Provided Seller’s tenants consent, which consent Seller’s tenants are under no obligation to give, Seller, at no cost, expense or liability (actual or contingent) to Seller, shall reasonably cooperate with BBRS in all respects in connection with listing the Property on the Platform, which may include cooperating with, and granting full access to the Property to, any third-party vendor retained by BBRS to create marketing photography or video footage of the Property. With Seller’s prior written consent which may be withheld in Seller’s sole reasonable discretion, Seller shall authorize BBRS and Buyer to make any and all information, data, and documents relating to the Property (including without limitation the Due Diligence Materials furnished pursuant to the terms and provisions of Section 7(a)) obtained by Buyer from Seller or any other party or discovered by Buyer during the term of this Agreement available on the Platform for review and analysis by BuildingBits Investors. Based upon Buyer obtaining Seller’s express written consent for the material to be made available on the platform,BBRS and Buyer have no duty to maintain or ensure the confidentiality of the Due Diligence Materials or any other information, data or documents relating to the Property made available on the Platform, and BBRS and Buyer will have no liability to Seller if for any reason any of the Due Diligence Materials or any other information, data or documents relating to the Property become widely disseminated or publicly available.

(b)          Statement of Consideration. Seller acknowledges and agrees that Seller will derive a direct or indirect benefit from the Property being listed on the Platform and that the agreement of Buyer and BBRS to list the Property on the Platform constitutes sufficient consideration for the rights and options extended to Buyer under this Agreement, including, without limitation, the right to terminate this Agreement as provided herein.

(c)          Agency Acknowledgement and Disclosures. Buyer and Seller hereby acknowledge and consent to following agency relationships in connection with the transactions contemplated by this Agreement:

(i)          Seller has been represented by Mike Zelnick – National UC Realty ("Seller's Broker") in connection with the transactions contemplated by this Agreement.

(ii)         Buyer has been represented by BBRS in connection with the transactions contemplated by this Agreement. Seller acknowledges that (1) BBRS is a licensed real estate broker in the state where the Property is located or has affiliated with a third-party licensed real estate broker in the state where the Property is located; (2) BBRS is an affiliate of Buyer; and (3) BBRS has and will exclusively represent Buyer in connection with the transactions contemplated by this Agreement.

(iii)        Buyer and Seller acknowledge having received and having reviewed the disclosures set forth in attached Exhibit B.

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Initials of Seller: Initials of Buyer:

(d)          Commission. Seller agrees to pay a commission to BBRS in the amount of one and one quarter percent (1.25%) of the Purchase Price (the "BBRS Commission"). Seller shall cause the Escrow Agent (as defined below) to deliver the BBRS Commission to BBRS on the Closing Date (as defined below) or upon the termination of this Agreement pursuant to Section 16(a) based on Seller's breach of this Agreement, whichever occurs first.

(e)          Indemnity. Each party agrees to indemnify, defend, and hold harmless the other party, its successors, assigns, and agents, from and against the payment of any commission, compensation, loss, damages, costs, and expenses (including without limitation attorney fees and costs) incurred in connection with, or arising out of, claims for any broker’s, agent’s, or finder’s fees of any person claiming by or through such party, other than Seller's Broker or BBRS which shall be compensated as provided above. The obligations of Seller and Buyer under this Section 2 will survive the Closing and the termination of this Agreement.

3.          Purchase Price and Earnest Money. The purchase price for the Property (the "Purchase Price") will be One Million Two Hundred Ninety-Nine Thousand Fifty Dollars ($1,299,050), payable as follows:

(a)          Earnest Money. Buyer will deposit with Escrow Agent (as defined below) cash or certified funds, as earnest money deposits, in the following amounts (collectively, the "Earnest Money"):

(i)          Provided this Agreement has not been previously terminated in accordance with its terms, within three (3) business days after completion of the Audit (as defined below) and the Qualification (as defined below) Buyer will deposit Five Thousand Dollars ($5,000) (the "Initial Deposit") with Escrow Agent. From and after the date of deposit, the Initial Deposit will be part of the Earnest Money for all purposes of this Agreement.

(ii)         Provided this Agreement has not been previously terminated in accordance with its terms, within three (3) business days after Funding Milestone #1 (as defined below) is met Buyer will deposit an additional Ten Thousand Dollars ($10,000) (the "First Additional Deposit") with Escrow Agent. From and after the date of deposit, the First Additional Deposit will be part of the Earnest Money for all purposes of this Agreement.

(iii)        Provided this Agreement has not been previously terminated in accordance with its terms, within three (3) business days after Funding Milestone #2 (as defined below) is met Buyer will deposit an additional Ten Thousand Dollars ($10,000) (the "Second Additional Deposit") with Escrow Agent. From and after the date of deposit, the Second Additional Deposit will be part of the Earnest Money for all purposes of this Agreement.

At Closing (as defined below), Buyer will receive a credit against the Purchase Price in the amount of the Earnest Money. Provided this Agreement has not been previously terminated in accordance with its terms, the Earnest Money shall become nonrefundable on the date that Buyer makes the Second Additional Deposit, except as otherwise expressly provided in this Agreement.

(b)          Remainder of Purchase Price. The remainder of the Purchase Price, plus or minus prorations, adjustments and credits provided for in this Agreement, will be paid in cash or cash equivalent to Seller at Closing.

4.          Closing. Subject to the terms and conditions of this Agreement, the closing of the transaction contemplated by this Agreement (the "Closing") will take place on or before the date (the "Closing Date") that is forty-five (45) days after the later to occur of: (a) the delivery date of the Contingency Approval Notice (as defined below); or (b) the expiration of the Funding Milestone #2 Period (as defined below). The Closing will occur through the Escrow (as defined below). No party shall be required to be present at the Closing.

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5.          Escrow. This transaction will be closed through an escrow (the "Escrow") established with First American Title Insurance Company of Oregon (the "Escrow Agent") in accordance with this Agreement. Upon creation of the Escrow, anything herein to the contrary notwithstanding, the transfer and conveyance of the Property, the payment of funds, and the delivery of the Escrow Closing Documents (as defined below) and other documents required to close the transaction contemplated by this Agreement will be made through the Escrow. The Closing will take place so that the Title Company’s commitment to issue the Title Policy (as defined below) will be delivered to Buyer, and Seller will receive the net sale proceeds, on the Closing Date.

6.          Conveyance and Title Matters.

(a)          Title Objections. Within twenty (20) day of the Effective Date, Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is twenty-five (25) days after the Effective Date within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that were created by Seller and that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement, in which case the Escrow Agent shall promptly return any Earnest Money on deposit with Escrow Agent to Buyer, and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

(b)          New Exceptions. In the event that (i) subsequent to the delivery to Buyer of the Preliminary Report, the Title Company issues an update to the Preliminary Report that shows an exception to title not previously listed (a "New Exception"), Buyer shall have five (5) business days following receipt of such update to the Preliminary Report and the underlying documents to object in writing (the "Buyer’s New Exception Notice") to such New Exception. Buyer’s failure to approve or disapprove any New Exception within the period described in the initial sentence of this Section 6(b) shall be deemed disapproval thereof. If Buyer timely disapproves, or is deemed to have disapproved, any New Exception, then Seller may, but shall not be obligated to, correct such New Exceptions specified in such notice at or prior to the Closing Date; provided, however, if Seller is able and willing to eliminate or cure all of such New Exceptions which Buyer has disapproved, Seller shall notify Buyer in writing within five (5) days of Seller’s receipt of Buyer’s New Exception Notice or deemed disapproval ("Seller’s New Exception Notice Period") that Seller intends to eliminate or cure (said notice hereinafter called "Seller’s New Exception Notice") and in which case the elimination or curing by Seller of the New Exception(s) specified by Seller for cure or elimination in Seller’s New Exception Notice shall be completed on or before the Closing Date. If Seller does not deliver Seller’s New Exception Notice to Buyer within Seller’s New Exception Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the disapproved New Exception(s). If Seller (i) does not timely deliver Seller’s New Exception Notice, or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any disapproved New Exception(s), then, unless Buyer waives, in writing, those disapproved New Exception(s) for which Seller has elected or is deemed to have elected to not cure within five (5) days following Seller’s New Exception Notice Period, this Agreement shall terminate, the Escrow Agent shall promptly return any Earnest Money on deposit with Escrow Agent to Buyer, and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. If necessary, the Closing Date shall be extended to the third (3rd) business day following the running of the time limits stated in this Section 6(b).

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7.          Conditions to Closing.

(a)          Due Diligence Materials. Within three (3) days following the Effective Date, and to the extent Seller has not already done so, Seller will provide Buyer with copies of the following documents to the extent in the possession or control of Seller:

(i)          The Rent Roll

(ii)         Seller’s title policy and a copy of Seller’s existing survey of the Property.

(iii)        The most recent real estate and personal property tax bills, notices of assessed valuation, and utility bills relating to the Property.

(iv)        All certificates of occupancy, "as built" or working drawings, site plans and final plans and specifications.

(v)         The Leases and any material correspondence with respect thereto.

(vi)        The Contracts and Licenses.

(vii)       Environmental reports.

The foregoing documents are collectively referred to herein as the "Due Diligence Materials."

(b)          Platform Funding Milestones. Seller acknowledges that Buyer intends to raise some or all of the equity required to acquire Property from BuildingBits Investors by listing the Property on the Platform in accordance with Section 2(a). Seller further acknowledges that Seller will have the right to access the Platform and will have the ability to monitor the status of the milestones contemplated in this Section 7(b). Moreover, Buyer and BBRS agree from time to time, following receipt of written request from Seller, to provide Seller with a status report concerning the status of the milestones contemplated in this Section 7(b). Buyer's obligation to purchase the Property shall be subject to the timely satisfaction of the following conditions:

(i)          Qualification. Buyer shall have an initial period of thirty (30) calendar days (the "Qualification Period") for Buyer to engage a third party CPA firm, if required, to prepare audited financial statements for the subject property ("Audit") and undertake the process of qualifying the asset as part of an SEC Regulation A+ offering ("Qualification") of the Property, to the extent necessary or desirable. If both the Audit and the Qualification are not completed within the initial Qualification Period, then the Qualification Period will be automatically extended for an additional thirty (30) calendar days. If both the Audit and the Qualification are not completed within the Qualification Period, as extended, then Seller may terminate this Agreement by delivering written notice thereof to Buyer within two (2) business days after the expiration of the Qualification Period, as extended, in which case this Agreement will terminate, the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive termination of this Agreement) and the Earnest Money shall be returned to Buyer. At any time within the Qualification Period, as it may be extended, Buyer may elect in its sole discretion to terminate this Agreement due to the actual or anticipated failure to complete the Audit and the Qualification by delivering written notice thereof to Seller, in which case this Agreement will terminate, the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive termination of this Agreement), and the Earnest Money shall be returned to Buyer.

(ii)         Funding Milestone #1. Provided this Agreement has not been previously terminated in accordance with its terms, Buyer shall have an initial period of forty-five (45) calendar days (the "Funding Milestone #1 Period") from the expiration of the Qualification Period to obtain satisfactory commitments on the Platform from BuildingBits Investors of an amount ("Funding Milestone #1") equal to six percent (6%) of Four Hundred Fifty-Five Thousand Dollars ($455,00) (the "Funding Goal"). If Funding Milestone #1 is not met by the expiration of the initial Funding Milestone #1 Period, then Seller may terminate this Agreement by delivering written notice thereof to Buyer within two (2) business days after the expiration of the initial Funding Milestone #1 Period, in which case this Agreement will automatically terminate, the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive termination of this Agreement) and the Earnest Money shall be returned to Buyer. At any time within the Funding Milestone #1 Period, as it may be extended, Buyer may elect in its sole discretion to terminate this Agreement due to the actual or anticipated failure to meet Funding Milestone #1 by delivering written notice thereof to Seller, in which case this Agreement will terminate, the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive termination of this Agreement) and the Earnest Money shall be returned to Buyer.

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(iii)        Funding Milestone #2. Provided this Agreement has not been previously terminated in accordance with its terms, Buyer shall have an initial period of forty-five (45) calendar days (the "Funding Milestone #2 Period") from the expiration of the Funding Milestone #1 Period to obtain satisfactory commitments on the Platform from BuildingBits Investors of an amount ("Funding Milestone #2") equal to thirty-five percent (35%) of the Funding Goal. If Funding Milestone #2 is not met by the expiration of the initial Funding Milestone #2 Period, then Seller may terminate this Agreement by delivering written notice thereof to Buyer within two (2) business days after the expiration of the initial Funding Milestone #2 Period, in which case this Agreement will automatically terminate, the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive termination of this Agreement) and the Earnest Money shall be returned to Buyer. At any time within the Funding Milestone #2 Period, as it may be extended, Buyer may elect in its sole discretion to terminate this Agreement due to the actual or anticipated failure to meet Funding Milestone #2 by delivering written notice thereof to Seller, in which case this Agreement will terminate, the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive termination of this Agreement) and the Earnest Money shall be returned to Buyer.

(c)          Buyer’s Inspection Condition.

(i)          Duration; Scope of Inspections. Buyer (and Buyer’s representatives, agents and consultants), will have a period commencing on the Effective Date and ending ninety (90) days thereafter (the "Inspection Period"), to inspect the Property. Buyer may continue with such inspections after the Inspection Period if Buyer has delivered its Approval Notice (as defined below). Without limiting the generality of the foregoing, but subject to the terms of this Section 7(c), (1) except as provided below, Seller will permit Buyer to examine, at all reasonable times, all books and records (including without limitation financial and operating statements) in Seller’s possession or control relating to the Property, (2) Buyer will have the right to (A) inspect the Land, Improvements, Appurtenant Rights, and Personal Property subject to tenants’ rights under the Leases, (B) review the Leases, Contracts, Licenses, Intangibles and all Due Diligence Materials, and (C) conduct a non-invasive environmental audit or audits of the Property (with copies of the reports relating to such audits delivered to Seller when completed), and (3) Buyer will be given reasonable access to the Property for the purpose of making such tests, inspections, and investigations.

(ii)         Conduct of Inspections. Buyer, in the conduct of its due diligence investigation of the Real Property or otherwise, will not interfere with or hinder the operation of the Real Property or the tenants or occupants thereof. Seller will upon reasonable notice use reasonable commercial efforts to provide Buyer and Buyer’s representatives, agents and consultants with reasonable access to the Real Property between 9:00 a.m. and 5:00 p.m. on weekdays, subject to the rights of the Real Property tenants or occupants and provided that: (A) Buyer will notify Seller or one of Seller’s agents not less than two (2) business days in advance of entering the Real Property; (B) neither Buyer nor its representatives, agents or consultants will communicate directly with any tenant of the Real Property without the accompaniment by Seller, Seller’s manager or Seller’s agents for the Real Property; (C) Buyer and its representatives, agents and consultants will keep the Real Property free and clear of any mechanic’s or materialmen’s liens arising out of any such entry, will promptly restore any damage caused by them, will perform all investigations in a safe and professional manner, will not allow any dangerous or hazardous conditions, and will comply with all applicable laws and governmental regulations; (D) Seller or any of its representatives or agents shall accompany Buyer and any of its representatives and agents during their visit to the Real Property; (E) Buyer will not perform or authorize any invasive testing of the Real Property without Seller’s prior written consent, which may be withheld in Seller’s sole reasonable discretion; and (F) prior to entry upon the Real Property, Buyer will deliver to Seller a certificate evidencing such party’s liability insurance coverage by an insurer reasonably acceptable to Seller and with combined single limits of not less than One Million Dollars ($1,000,000) per occurrence naming Seller as an additional insured. All such tests, investigations, and studies will be at Buyer’s sole cost and expense.

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(iii)        Indemnification For Inspection Activities. In the event of any damage to the Property caused by Buyer, its agents, engineers, employees, contractors, or surveyors (including without limitation pavement, landscaping, and surface damage), Buyer will pay the reasonable cost incurred by Seller to restore the Property to the condition existing prior to the performance of such tests, investigations, or studies. Buyer will defend, indemnify, and hold Seller harmless from any and all damage, liability, cost, and expense (including without limitation reasonable attorney fees, court costs, and costs of appeal) suffered or incurred by Seller for injury to persons or property caused by Buyer, its agents, engineers, employees, contractors or surveyors or by Buyer’s investigations, tests, studies, and/or inspections of the Property (provided that the foregoing indemnification shall not apply to the discovery of pre-existing conditions at the Property as a result of Buyer’s investigations). The obligations of Buyer under this subparagraph will survive termination of this Agreement.

(iv)        Buyer’s Approval of Property. In addition to conducting inspections, Buyer may conduct and complete such non-invasive analyses, evaluations, tests, and investigations of the Property as Buyer may determine in its sole discretion. If, in the sole discretion and at the sole election of Buyer, any of Buyer’s evaluations, tests, inspections, or investigations are unsatisfactory to Buyer, in any manner or for any reason (or for no reason whatsoever) in Buyer’s sole discretion, including without limitation for reasons relating to Buyer’s financial analysis of the Property for Buyer’s intended use or any purpose, restrictions on use of the Property, matters relating to zoning, government approvals, appraised value, or other matters impacting the condition or value of the Property, Buyer may terminate this Agreement. If Buyer notifies Seller, in writing, on or before 5:00 p.m. Pacific time on the last business day of the Inspection Period (the "Contingency Removal Date") of Buyer’s approval of the Property in all respects and Buyer’s election to proceed under this Agreement ("Contingency Approval Notice"), then this Agreement will remain in full force and effect. If Buyer fails to deliver its Contingency Approval Notice on or before the Contingency Removal Date, this Agreement will terminate, the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive termination of this Agreement) and the Earnest Money shall be returned to Buyer.

(d)          Seller’s Termination of Contracts Not Assumed by Buyer Prior to Closing, Buyer shall provide Seller with written notice of those Contracts Buyer elects to assume at Closing (the "Assumed Contracts"). Seller will be responsible for terminating all of the Contracts that Buyer does not elect to assume, at or prior to Closing.

(e)          Buyer Financing. Buyer contemplates obtaining a mortgage loan secured by the Property from Buyer's lender of choice on terms satisfactory to Buyer in Buyer's sole and absolute discretion (the "Buyer Financing") which Buyer shall determine prior to the expiration of the Inspection Period (the “Buyer Financing Contingency Period”). Buyer, at its expense, shall use commercially reasonable efforts to obtain a commitment for the Buyer Financing during the Financing Contingency Period. Buyer shall be responsible for any costs, fees or expenses arising out of the Buyer Financing. Buyer may terminate this Agreement at any time prior to the expiration of the Financing Contingency Period due to the actual or anticipated failure to close the Buyer Financing by delivering written notice thereof to Seller, in which case this Agreement will terminate, the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive termination of this Agreement) and the Earnest Money shall be returned to Buyer.

(f)          Delivery of Tenant Estoppel Certificates to Buyer. Seller will present to both tenants and will use commercially reasonable efforts to deliver to Buyer, not less than five (5) business days prior to the Closing Date, an estoppel letter from each tenant of the Property in the form of attached Exhibit C or in such other form as may be reasonably acceptable to Buyer and Buyer’s lender (the "Tenant Estoppel Certificates"), each certified to Buyer and Buyer’s lender. It is an express condition of Buyer’s obligations under this Agreement that Seller shall deliver Tenant Estoppel Certificates, at Closing, in both cases with each of such Tenant Estoppel Certificates containing no material adverse facts or qualifications. Seller’s failure to deliver the Tenant Estoppel Certificates will in no instance constitute a default by Seller under this Agreement, and in the event of such failure Buyer’s sole right will be either to terminate this Agreement or to waive the requirement for such estoppel letters (to the extent not provided) and proceed with Closing.

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(g)          Delivery of SNDAs to Buyer. Seller also agrees to present to each tenant of the Property for consideration and execution, and use commercially reasonable efforts to obtain, Buyer’s lender’s requested form of subordination, non-disturbance, and attornment agreement ("SNDA”). Seller’s failure to deliver the SNDA will in no instance constitute a default by Seller under this Agreement, and in the event of such failure Buyer’s sole right will be either to terminate this Agreement or to waive the requirement for such SNDAs (to the extent not provided) and proceed with Closing. Buyer shall deliver to Seller the proposed SNDA form for tenant review and comment at least five (5) days prior to the expiration of the Financing Contingency Period or Buyer shall be deemed to have waived its right to terminate this Agreement for Seller’s failure to deliver the SNDA.

(h)          Further Conditions of Buyer’s Obligations. The obligation of Buyer to close the transaction contemplated by this Agreement is further subject to the conditions that (i) all of the representations and warranties of Seller contained in this Agreement are true and correct, in all material respects, at the Effective Date and as of the Closing Date, and (ii) all of the obligations and duties of Seller to be performed hereunder on or before the Closing Date shall have been completed in a timely manner and performed in all material respects.

(i)          Conditions of Seller’s Obligations. The obligation of Seller to close the transaction contemplated by this Agreement is subject to the conditions that (i) all of the representations and warranties of Buyer contained in this Agreement are true and correct, in all material respects, at the Effective Date and as of the Closing Date, and (ii) all of the obligations and duties of Buyer to be performed hereunder on or before the Closing Date shall have been completed in a timely manner and performed in all material respects.

(j)          Failure of Condition. If any of the conditions in paragraphs (a) – (g) above is not timely satisfied, for a reason other than the default of Seller under this Agreement, then Buyer may, at Buyer’s option, either (i) waive such condition in writing delivered to Seller or (ii) terminate this Agreement by notice to Seller, in which case (A) the Escrow and the rights and obligations of Buyer and Seller shall terminate, except as otherwise expressly provided herein; (B) Escrow Agent is hereby instructed to promptly return to Seller and Buyer all funds, together with any accrued interest on such funds, and documents deposited by them, respectively, into Escrow which are held by Escrow Agent on the date of said termination; and (C) the cancellation charges required to be paid by and to Escrow Agent and the Title Company shall be borne one-half (1/2) by Seller and one-half (1/2) by Buyer and all other charges shall be borne by the party incurring same.

8.          Representations and Warranties. To induce Buyer to execute and perform this Agreement, Seller makes the following representations and warranties to Buyer, as of the Effective Date and again as of the Closing Date:

(a)          Seller has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement.

(b)          There are no parties in possession and no leases or occupancy agreements affecting all or any part of the Property, except as disclosed in the Rent Roll, and there are no written or oral promises, understandings, agreements or other commitments between Seller and any tenant or other person affecting the Property, that will be in force or effect on and after the Closing Date, except as disclosed in the Due Diligence Materials.

(c)          To Seller's actual knowledge, the Due Diligence Materials and all other documents related to the Property provided or to be provided to Buyer pursuant to the terms of this Agreement are true, accurate and complete copies or originals.

(d)          Seller has received no written notice of and has no actual knowledge that eminent domain or other legal proceedings affecting the Real Property are pending or threatened.

(e)          Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code.

(f)          Seller has not received any notice of any violation of any applicable law (including any environmental law), code, rule, regulation, ordinance, requirement, covenant, condition or restriction relating to the condition or present use or occupancy of the Property by any person, authority or agency having jurisdiction.

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(g)          To Seller's actual knowledge, neither Seller nor any prior owner or operator of the Property has used, generated, manufactured, stored or disposed of any hazardous materials in violation of any environmental law in, at, on, under or about the Property or any portion thereof, or transported any hazardous materials in violation of any environmental law to or from the Property.

(h)          To Seller's actual knowledge, there are no concealed material defects with respect to the physical condition of the Property.

(i)           There are no suits or claims pending or, to Seller’s actual knowledge, threatened with respect to or in any manner affecting the Property or Seller.

(j)           No person has any option, right of first refusal or other right to purchase the Property or any part thereof or interest therein.

(k)          To Seller's actual knowledge, the Property is an independent legal lot of record and a separate tax lot, and the Property has lawful pedestrian and vehicular access to and from public rights-of-way.

(l)           Seller has entered into no brokerage or leasing commission agreements with respect to the Property, where a commission or fee has been earned but not fully paid or which will remain in effect after Closing.

(m)         There are no claims or bills for labor performed on and/or materials furnished to the Property other than those disclosed in the Due Diligence Materials except for ongoing construction.

9.          Seller’s Covenants. From and after the Effective Date through the Closing Date, Seller and Seller’s agents will, at Seller’s expense:

(a)          Maintain the Property in the condition in which it existed as of the Effective Date, normal wear and tear excepted, free from mechanics’ liens, and operate the Property in a manner consistent with current practice, and perform all of Sellers’s obligations under the Leases, Contracts, and Licenses;

(b)          Keep in existence all fire, extended coverage, business interruption, rent loss, or similar insurance policies, and all public liability insurance policies, that are in existence as of the Effective Date with respect to the Property;

(c)          Not (i) amend, waive any rights under, terminate, or extend any Lease, Contract, or License, (ii) apply any security or other deposits held under any Lease, Contract, or License to delinquent rents, or (iii) enter into new leases, contracts, or licenses without Buyer’s prior written consent, which consent will not be unreasonably withheld prior to the Contingency Removal Date and which consent may be withheld at Buyer’s sole discretion after the Contingency Removal Date;

(d)          Not (i) market the Property; (ii) sell, offer to sell, or negotiate to sell the Property to any party other than Buyer; or (iii) take any action to solicit, initiate, or encourage the submission of a back up offer for the Property;

(e)          Promptly advise Buyer in writing of any changes in circumstances that would render the representations and warranties made by Seller in this Agreement false or misleading in any material respect; and

(f)           Give appropriate notices of termination of those Contracts not assumed by Buyer, as provided for in Section 7(d) above, so that each non-assumed Contract will be terminated as of the Closing Date.

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10.         Survival.

(a)          Survival of Representations. All the representations, warranties, and covenants of Seller and Buyer contained in this Agreement or in any of the Escrow Closing Documents (as defined below) are material, none will merge into the Deed, and all will survive the Closing Date or termination of this Agreement for a period of six (6) months (the "Survival Period"). All rights of Buyer hereunder or under any of the Escrow Closing Documents, with respect to any surviving representation, warranty, covenant, or indemnity will be deemed waived if Buyer does not, by written notice to Seller, advise Seller of any alleged breach of representation, warranty, or covenant, or any alleged indemnification obligation, prior to the expiration of the Survival Period. Subject to the limitation set forth in the immediately preceding sentence, all remedies will be those set forth in Section 16 below. The provisions of this Section 10 will survive Closing.

(b)          Survival of Provisions.

(i)          Buyer’s Acceptance of Deed. Acceptance by Buyer of the Deed at Closing will constitute an acknowledgment by Buyer of full performance by Seller of all of Seller’s obligations under this Agreement, subject to the obligations of Seller that are expressly provided in this Agreement to survive Closing.

(ii)         Survival of Buyer’s Obligations. Any of Buyer’s obligations under this Agreement that are expressly provided in this Agreement to survive Closing or that imply or contemplate performance or observance after the Closing Date will survive Closing.

(c)          Survival of this Section. The provisions of this Section 10 will survive Closing.

11.         Deliveries at Closing.

(a)          Conveyance Documents. On the Closing Date, Seller will transfer and convey title to the Property to Buyer free and clear of all liens and encumbrances, other than real and personal property taxes not yet due and payable, and the Permitted Exceptions, by:

(i)          Delivering a recordable Act of Cash Sale with limited warranties executed by Seller, in the form of the attached Exhibit D, subject only to the Permitted Exceptions, and conveying fee simple title to the Real Property and Appurtenances to Buyer (the "Deed");

(ii)         Delivering a Bill of Sale executed by Seller, in the form of the attached Exhibit D, transferring the Personal Property to Buyer (the "Bill of Sale"); and

(iii)        Delivering two originals of an Assignment and Assumption Agreement executed by Seller, in the form of the attached Exhibit E, transferring all of Seller’s right, title, and interest in and to the Assumed Contracts, the Licenses, the Leases, and the Intangibles to Buyer (the "Assignment Agreement").

The foregoing documents and instruments are collectively referred to herein as the "Conveyance Documents."

(b)          Escrow Closing Documents. On the Closing Date, Seller will deliver the following documents (the "Escrow Closing Documents") to the Escrow Agent, all duly executed by Seller, where appropriate, each of which will be a condition precedent to Buyer’s obligation to close the transaction contemplated by this Agreement (and one or more of which may be waived in writing by Buyer, in its sole discretion, on or prior

to the Closing Date):

(i)          The Conveyance Documents;

(ii)         To the extent required by the Title Company, an ALTA statement or affidavit and gap indemnity agreement, each in customary form;

(iii)        Seller’s counterpart of an estimated closing statement setting forth credits and prorations made in accordance with Section 12 below (the "Prorate Statement");

(iv)        A certification of non foreign status satisfying Section 1445 of the Internal Revenue Code of 1986, as amended;

(v)         Executed counterparts of real estate transfer declarations, if applicable;

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(vi)        Evidence of Seller’s existence and authority to perform its obligations under this Agreement, in form and substance reasonably satisfactory to the Title Company;

(vii)       A current Rent Roll certified by an officer of Seller; and

(viii)      Such other documents, instruments, gap undertakings, consents or agreements as may be reasonably requested by the Title Company or the Escrow Agent, in order to issue to Buyer an extended coverage owner’s title insurance policy (the "Title Policy") in the amount of the Purchase Price, subject only to the Permitted Exceptions and including those endorsements that the Title Company has agreed to issue to Buyer or Buyer’s lender (it being understood that the Title Policy may be issued at Closing in the form of a title commitment or a pro forma title policy, hand-marked and initialed by Buyer and the Title Company, and dated as of the Closing Date, so as to be the equivalent of the Title Policy).

(c)          Seller Closing Items. On the Closing Date, Seller will deliver the following items and documents (the "Seller Closing Items") to Buyer, all duly executed by Seller, where appropriate, each of which will be a condition precedent to Buyer’s obligation to close the transaction contemplated by this Agreement (and one or more of which may be waived in writing by Buyer, in its sole discretion, on or prior to the Closing Date):

(i)          All keys and access cards to, and combinations to locks and other security devices located at, the Property, if applicable; and

(ii)         All of the original Leases, Contracts, and Licenses in possession of Seller, together with (1) a letter from Seller advising the tenants under the Leases of the assignment of their respective Leases to Buyer and the manner in which rent is to be paid subsequent to Closing, in a form reasonably satisfactory to Buyer; and (2) evidence of termination of the Contracts designated by Buyer as not being assumed by Buyer, if applicable.

(d)          Buyer Deliveries. On the Closing Date, Buyer will deliver the following to the Escrow Agent, in form and substance reasonably acceptable to Seller, all duly executed by Buyer, where appropriate, each of which will be a condition precedent to Seller’s obligation to close the transaction contemplated by this Agreement:

(i)          Executed counterparts of the real estate transfer declarations described above, if applicable;

(ii)         Two original counterparts of the Assignment Agreement;

(iii)        Buyer’s counterpart of the Prorate Statement;

(iv)        Evidence of Buyer’s existence and authority to perform its obligations under this Agreement, in form and substance reasonably satisfactory to the Title Company;

(v)         The Purchase Price, less the Earnest Money, plus or minus prorations and adjustments as provided herein; and

(vi)        Such other documents, instruments, or agreements as may be reasonably requested by the Title Company or the Escrow Agent in order to issue the Title Policy and to otherwise consummate the Closing.

(e)          Closing. The Closing Date (“Closing Date”) shall be on or before the later of (i) thirty (30) days after the expiration of the Inspection Period; or (ii) five (5) days after Seller delivers to Buyer a Certificate of Occupancy permitting tenant to occupy Real Property. When the Escrow Agent has received all of the deposits listed in this Section 11, is prepared to issue the Title Policy having an effective date as of the date the Deed is recorded, in the amount of the Purchase Price and insuring the title of Buyer in the Property, subject only to the Permitted Exceptions and including those endorsements that the Title Company has agreed to issue to Buyer or Buyer’s lender, and is otherwise in a position to consummate the Closing, the Escrow Agent is then authorized and instructed to simultaneously proceed as follows:

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(i)          Record the Deed;

(ii)         Pay the disbursements as shown on the Prorate Statement from the funds deposited by Buyer;

(iii)        Deliver to Buyer the Title Policy, the recorded Deed, the Bill of Sale, one original of the Assignment Agreement, Buyer’s counterpart to the Prorate Statement, and copies of all other documents submitted by the parties in connection with the Closing; and

(iv)        Deliver to Seller one original of the Assignment Agreement, Seller’s counterpart of the Prorate Statement, and copies of all other documents submitted by the parties in connection with the Closing.

The Title Policy may be issued at Closing in the form of a commitment or a pro forma title policy, hand-marked and initialed by Buyer and the Title Company, and dated as of the Closing Date, so as to be the equivalent of delivery of the Title Policy.

12.         Closing Costs; Prorations.

(a)          Generally. Buyer shall pay the premium for the Title Policy, if Buyer elects to obtain an ALTA extended form policy of title insurance and/or any endorsements, Buyer shall pay the difference in the premium relating to such election. Seller and Buyer shall each pay one-half (1/2) of the escrow fees charged by the Escrow Agent. Any excise tax and/or transfer tax due in connection with the conveyance of the Property shall be paid by Buyer. Real property taxes for the tax year of the Closing, assessments (if a Permitted Exception), personal property taxes, rents and other charges arising from existing Leases paid for the month of Closing, interest on assumed obligations, utilities, and fees due under the Assumed Contracts shall be prorated as of the Closing Date. If applicable, prepaid rents, security deposits, and other unearned refundable deposits relating to Leases shall be assigned and delivered to Buyer at Closing.

(b)          Rents. Except for delinquent rent as addressed below, all rent under the Leases shall be prorated effective as of the Closing Date. Delinquent rent due but not received prior to Closing shall not be prorated but shall remain the property of Seller. Payments received from Tenants from and after the date of Closing shall be applied first to rents then due for the current period and then to rents delinquent as of the date of Closing. Buyer shall use reasonable efforts to collect delinquent rents for the benefit of Seller for a period not to exceed sixty (60) days after the Closing Date, and shall cooperate with Seller in the collection of any delinquent amounts; provided, however, Buyer will not be obligated to sue any tenants or exercise any legal remedies under the Leases, including, but not limited to, unlawful detainers, or to incur any expense over and above its own regular collection expenses.

(c)          Taxes. If the Closing shall occur before the real property taxes payable on the Property for the tax year in which Closing ‎occurs are known, the proration of such taxes shall be upon the basis of the taxes payable for such ‎Property during the immediately preceding tax year and all such prorations shall be final.

13.         Possession. Possession of the Property will be delivered to Buyer at Closing, free and clear of all liens and claims other than Permitted Exceptions and the rights of the tenants identified on the Rent Roll, as tenants only and without any purchase right or option, in the same condition as it exists on the Effective Date except for construction to be completed prior to the Closing Date, ordinary wear and tear excepted and except as provided in Sections 14 and 15 hereof. Buyer will have the right to inspect the Property within three (3) days prior to Closing to verify that the condition of the Property is as required under this Agreement.

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14.         Fire or Casualty. In the event of damage to the Property by fire or other casualty prior to the Closing Date, Seller will promptly notify Buyer of such fire or other casualty ("Casualty Notice"). Seller shall state in the Casualty Notice the cost that Seller in good faith estimates will be incurred to repair the casualty loss. If there is an uninsured loss in excess of $200,000, Seller may elect to terminate this Agreement by written notice delivered to Buyer within five (5) days after the Casualty Notice, in which case the Earnest Money will be returned to Buyer and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the fire or other casualty damage estimate is in excess of five percent (5%) of the Purchase Price and this Agreement is not terminated by Seller on account of an uninsured loss, then Buyer may elect, by written notice delivered to Seller on or before the sooner of (i) the twentieth (20th) day after Buyer’s receipt of the Casualty Notice or (ii) the Closing Date, to either: (a) close the transaction contemplated by this Agreement and receive either a reduction in the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and receive all insurance claims and proceeds payable to Seller as a result of such fire or other casualty, with the same being paid or assigned to Buyer at Closing, or (b) terminate this Agreement, in which case the Earnest Money will be returned to Buyer and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the damage to the Property by fire or other casualty prior to the Closing Date would cost less than five percent (5%) of the Purchase Price to repair (as determined by Seller in good faith), Buyer will not have the right to terminate its obligations under this Agreement by reason thereof, and Seller will have the right to elect to either repair and restore the Property if such repair or restoration may be completed prior to the Closing Date or to credit the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and assign and transfer to Buyer on the Closing Date all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty. Seller will fully cooperate with Buyer, at Buyer’s sole out-of-pocket expense, post-closing to adjust and settle any such claim.

15.         Condemnation. If, prior to the Closing Date, all or any part of the Property is taken by condemnation or a conveyance in lieu thereof, or if Seller receives notice of a condemnation proceeding with respect to the Property, then Seller will promptly notify Buyer of such condemnation or conveyance in lieu thereof. If the taking or threatened taking involves a material portion of the Property (as defined below), Buyer may elect, by written notice to be delivered to Seller on or before the sooner of (i) the twentieth (20th) day after Buyer’s receipt of such notice, or (ii) the Closing Date, to terminate this Agreement, in which event the Earnest Money will be returned to Buyer and the parties hereto will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If Buyer elects to close this transaction notwithstanding such taking or condemnation, Buyer will be entitled to any award given to Seller as a result of such condemnation proceedings, with the same being paid or assigned to Buyer at Closing. As used herein, a "material portion of the Property" means any part of the Property that results in a limitation on access or parking or is otherwise reasonably required for the operation of the Property in the manner operated on the Effective Date. If any taking or threatened taking does not involve a material portion of the Property, Buyer will be required to proceed with the Closing, in which event Seller will assign to Buyer any award given to Seller (or the right to receive any such award) as a result of such condemnation proceedings.

16.         Default.

(a)          Pre-Closing Default by Seller. If Seller defaults hereunder upon or prior to Closing and fails to cure such default within ten (10) business days after written notice of such default, or if prior to Closing it is determined that the representations and warranties of Seller set forth in this Agreement are not true and correct in all material respects on the Effective Date and as of the Closing Date, then as Buyer’s sole and exclusive remedy, Buyer may elect either (i) to terminate this Agreement and receive a return of the Earnest Money and damages equal to Buyer’s actual out-of-pocket costs incurred to purchase the Property not to exceed Ten Thousand Dollars ($10,000.00) and payment to BBRS of the BBRS Commission, in which event each of the parties will be relieved of any further obligation to the other arising by virtue of this Agreement (except for obligations that are expressly intended to survive the termination of this Agreement), or (ii) to pursue specific performance of this Agreement.

(b)          Pre-Closing Default by Buyer or BBRS. If Buyer or BBRS defaults hereunder upon or prior to Closing and fails to cure such default within ten (10) business days of written notice of such default, this Agreement will terminate and Seller will be entitled to recover from Buyer as liquidated damages the Earnest Money (the "Liquidated Damages Amount") in full settlement of all claims against Buyer or BBRS (with the exception of claims against Buyer related to obligations that are expressly intended to survive the termination of this Agreement). The parties agree that the amount of actual damages that Seller would suffer as a result of Buyer's or BBRS's default would be extremely difficult to determine and have agreed, after specific negotiation, that Liquidated Damages Amount is a reasonable estimate of the Seller’s damages and the net detriment that Seller would suffer from a default by Buyer or BBRS and is intended to constitute a fixed amount of liquidated damages in lieu of other remedies available to Seller and is not intended to constitute a penalty.

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17.         Notices. Any notice, approval, demand, request, or other communication that either party may be required or may desire to give under this Agreement will be in writing and will be deemed to have been properly given if (a) hand delivered, (b) sent by a nationally recognized overnight delivery service, (c) sent by United States mail (certified mail, return receipt requested, or (d) sent by email, in each case, prepaid and addressed as shown below, or to such other or additional addresses as either party might designate by written notice to the other party.

If to Seller:

3Z Ville Platte, LLC & 3Z Bastrop, LLC

5401 W. Kennedy Blvd., Suite 540

Tampa, Florida 33609

Attention: Michael Zelnik

Email: mike@nationalucrealty.com

With a copy to:

Cary J. Zabell Co., L.P.A.

25201 Chagrin Blvd., Suite 130

Beachwood, Ohio 44122

Attention: Cary J. Zabell, Esq.

Email: czabell@sbcglobal.net

If to Buyer:

Building Bits Properties I, LLC

c/o Building Bits Holdings, LLC

425 NW 10^th Avenue, Suite 306

Portland, Oregon 97209

Attention: Alexander Aginsky, CEO

Email: a.aginsky@buildingbits.com

If to BBRS:

BuildingBits Real Estate Services, LLC

c/o Building Bits Holdings, LLC

425 NW 10^th Avenue, Suite 306

Portland, Oregon 97209

Attention: Spencer McCormick, VP Real Estate

Email: s.mccormick@buildingbits.com

Any such notice shall be deemed to have been given (i) upon delivery or refusal of a party to accept delivery thereof (including ignoring delivery attempts), if personally delivered or delivered by any nationally recognized form of airborne/overnight delivery service, or (ii) upon receipt or refusal, if mailed postage prepaid by certified mail or (iii) if by email, when such notice is sent, provided that emails and other electronic communications that are received at any time after 5:00 p.m. (Pacific time) on a Business Day shall be deemed to have been given on the next following Business Day. Any notice given by email must be confirmed within forty-eight (48) hours by letter mailed or delivered to the appropriate party at its respective address in accordance with clauses (b) or (c) above. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party. Buyer and Seller, and their respective counsel, hereby agree that notices may be given hereunder by the parties’ respective counsel, and that if any communication is to be given hereunder by Buyer’s or Seller’s counsel, such counsel may communicate directly with all principals, as required to comply with the foregoing provisions.

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18.         Management Fees and Employees. On the Closing Date, Seller will deliver evidence satisfactory to Buyer that, unless expressly assumed by Buyer in writing, any current management or leasing agreements for the Property have been terminated (or notice of termination given), and that the manager and any brokers have been paid all commissions or fees due and payable. Buyer is not required to continue the employment of any employees of Seller or any property manager after the Closing Date. Seller will satisfy all obligations to all employees, if any, employed by Seller in the operation of the Property and provide Buyer with evidence thereof satisfactory to Buyer on the Closing Date.

19.         "AS IS" Sale. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT AND IN THE ESCROW CLOSING DOCUMENTS, BUYER ACKNOWLEDGES AND AGREES THAT BUYER WILL BE PURCHASING THE PROPERTY BASED SOLELY UPON ITS INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, AND THAT BUYER WILL BE PURCHASING THE PROPERTY "AS IS" AND "WITH ALL FAULTS", BASED UPON THE CONDITION OF THE PROPERTY AS OF THE EFFECTIVE DATE, ORDINARY WEAR AND TEAR AND LOSS BY FIRE OR OTHER CASUALTY OR CONDEMNATION EXCEPTED, AND THAT SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PROPERTY. Buyer acknowledges that, having been given the opportunity to inspect the Property, Buyer is relying solely on its own investigation of the Property and not on any information provided or to be provided by Seller, other than as expressly set forth in this Agreement and the Escrow Closing Documents. The provisions of this Section 19 will survive the Closing.

The Deed shall include the following “As Is” language: The Property is conveyed “as-is” as to its condition, which is acknowledged by Purchaser. Purchaser declares and acknowledges that: (a) Seller does not warrant that the Property is free from redhibitory or latent defects or vices; (b) Purchaser and Purchaser's agents, consultants and representatives have had a reasonable opportunity to inspect the Property; (c) Purchaser waives all warranties and/or representations by Seller or imposed on Seller as a matter of law, as to the condition of the Property, including without limitation, the following: (1) the warranty of fitness for intended purpose or guarantee against hidden or latent redhibitory vices under Louisiana law, including Louisiana Civil Code Articles 2520 through 2548; (2) the warranty imposed by Louisiana Civil Code Article 2475; and (3) all rights in redhibition pursuant to Louisiana Civil Code Article 2520, et seq.; (d) Purchaser releases Seller from any liability for redhibitory or latent defects or vices affecting the Property; (e) This express waiver is a material and integral part of this sale, and is a component of the consideration paid for the Property; and (f) This waiver has been brought to the attention of Purchaser and explained in detail and Purchaser has voluntarily and knowingly consented to this waiver of warranty or fitness and/or warranty against redhibitory vices and defects for the Property. Purchaser hereby accepts the Property in its existing environmental condition and waives, discharges, and releases Seller from any and all claims and/or causes of action which Purchaser or its assigns or transferees may have or hereafter be otherwise entitled to, whether affecting person and/or property, for any environmental liabilities arising from the Property, including any claims, demands, causes of action (both public and private), judgments, attorneys' fees, costs, expenses, penalties and fines, imposed or assessed under any federal, state or local environmental law, rule or regulation. Purchaser further assumes the risk as to any vices and defects are latent and/or not discoverable upon simple inspection, and including those vices or defects, knowledge of which would deter Purchaser from making this acquisition.

20.         Assignment. Buyer will not have the right to assign this Agreement or any interest herein without the express written consent of Seller, which consent will not be unreasonably withheld, conditioned, or delayed; provided, however, that Seller’s consent will not be required if the assignment is to one or more affiliates of Buyer. For purposes of the foregoing, an "affiliate" will include: (a) any entity controlled by or under common control with Buyer; (b) any entity in which Buyer or an affiliate of Buyer is the managing member, manager, or general partner; (c) any person or entity who acquires an undivided interest in the Property with Buyer or an affiliate of Buyer in order to complete a Section 1031 exchange; and (d) any "joint venture" entity formed by Buyer or an affiliate of Buyer and in which Buyer or its affiliate has a one percent (1%) or more equity interest or otherwise is a material equity participant. With respect to any permitted assignment, Buyer will remain liable for, and the assignee(s) will assume, all obligations of Buyer hereunder. Buyer will notify Seller in writing of any assignment in sufficient time to allow the Closing to occur without delay or unreasonable burden.

15

21.         1031 Exchange. Either Seller or Buyer or their assignees (an "Exchanging Party") may elect to consummate the transaction hereunder in whole or in part as part of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, provided that such like-kind exchange is accomplished at the sole cost of the Exchanging Party, without delaying the Closing Date or any other event scheduled under this Agreement, and without releasing the Exchanging Party from any obligation or liability under this Agreement. In connection with such exchange, the Exchanging Party will be permitted to assign its interest in this Agreement to one or more affiliates and/or to any exchange accommodator on behalf of such persons. If any such Exchanging Party so elects, the other party will reasonably cooperate with the Exchanging Party and will execute such consent documents and take such action as may be reasonably necessary in order to effectuate the transaction as a like-kind exchange in accordance with applicable rules governing such exchanges; provided, however, that (i) the Exchanging Party will have the responsibility to prepare any documentation required in order to effectuate such like-kind exchange, (ii) the cooperating party will have no obligation to incur any cost or take title to any other real or personal property, (iii) the Exchanging Party will assume all risks in connection with the designation, selection, and setting of terms of the purchase or sale of any exchange property, (iv) any documents to effectuate such exchange will be consistent with the terms and conditions contained in this Agreement, (v) the Exchanging Party’s exchange will not result in any additional liability or cost to the other party, and (vi) the cooperating party will have no obligation to become a party to any of the exchange documents other than the execution of the consent to assignment.

22.         Miscellaneous Provisions.

(a)          Time of the Essence. Time is of the essence of each provision of this Agreement.

(b)          Entire Agreement. This Agreement (including its Exhibits and Schedules) contains the entire agreement between the parties relating to the transactions contemplated hereby.

(c)          Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State where the Land is located.

(d)          Partial Invalidity. If any of the provisions of this Agreement or the application thereof to any person or circumstance will, to any extent, be deemed invalid or unenforceable, the remainder of this Agreement and the application of such provisions to persons or circumstances other than those as to whom or which it is held invalid or unenforceable will not be affected thereby.

(e)          Counterparts. This Agreement and any document or instrument executed pursuant hereto may be executed in any number of counterparts, each of which will be deemed an original, but all of which, together, will constitute one and the same instrument.

(f)          Exclusivity. Seller agrees it will neither market the Property nor negotiate for a sale thereof to any third party during the pendency of this Agreement.

(g)          Enforcement. In the event suit or action is commenced to interpret, enforce, or rescind this Agreement or otherwise arising out of or concerning this Agreement, the prevailing party will be entitled to recover from the other party all reasonable expenses paid or incurred by the prevailing party to prosecute or defend such suit or action, including without limitation attorney fees and other legal fees and costs, disbursements and court costs. The obligations under this Section 22(g) will survive the Closing or earlier termination of this Agreement.

(h)          Arbitration. Any controversy or claim arising out of or relating to any post-Closing dispute related to this Agreement, the Purchase Documents or the Property, including without limitation the making, performance, or interpretation of this Agreement or any term, provision, or section hereof, shall be settled by binding arbitration; provided, however, that any party may resort to a court of competent jurisdiction to pursue any remedy of specific performance or to seek provisional remedies if unavailable through arbitration. Unless otherwise agreed, any arbitration shall be conducted in Louisiana in the Parish where the Land is located using the services and in accordance with the then-current rules of the American Arbitration Association. The parties agree that the arbitrator shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive or exemplary damages, and the parties hereby waive any such claims. Judgment on the award may be entered in any court having jurisdiction. The parties agree that all facts and other information relating to any arbitration arising under this Agreement shall be kept confidential to the fullest extent permitted by law. This arbitration agreement shall survive Closing and/or termination of this Agreement.

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(i)           Construction. This Agreement will not be construed more strictly against one party than against the other merely by virtue of the fact that the Agreement may have been prepared primarily by counsel for one of the parties, it being recognized that both Buyer and Seller have contributed substantially and materially to the preparation of this Agreement.

(j)           Signatures. A facsimile, scanned, or photocopy signature on this Agreement, any amendment hereto, any non-recorded Closing Document, or any notice delivered hereunder will have the same legal effect as an original signature.

(k)          Computation of Periods. If the final day of any period of time in any provision of this Agreement falls upon a day that is not a business day, then the time of such period will be extended to the next business day. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period is so computed is to be included. As used in this Agreement, the term "business day" means any day of the week other than a Saturday, a Sunday, or a holiday observed by federally insured banks in the state where the Land is located or by the United States Postal Service.

(l)           Captions or Headings; Interpretation. The captions or headings of the sections and subsections of this Agreement are for convenience only, and will not control or affect the meaning or construction of any of the terms or provisions of this Agreement. Wherever in this Agreement the singular number is used, the same will include the plural and vice versa and the masculine gender will include the feminine gender and vice versa as the context will require.

(m)         Amendments and Waivers. No change, alteration, amendment, modification, or waiver of any of the terms or provisions of this Agreement will be valid unless the same will be in writing and signed by Buyer and Seller.

23.         State Specific Provisions.

N/A

[Signatures appear on next page(s).]

17

IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date.

"SELLER"
3Z Ville Platte, llc
an Ohio limited liability company
By:	/s/ Mark Zelnik
Name:	Mark Zelnik
Title:	Manager
"BUYER"
Building Bits Properties I, LLC,
A Delaware limited liability company
By:	/s/ Alex Aginsky
Name:	Alex Aginsky
Title:	Manager
"BBRS"
BuildingBits Real Estate Services, LLC,
An Oregon limited liability company
By:	/s/ Spencer McCormick
Name:	Spencer McCormick
Title:

Attachments:

Exhibit A:	Legal Description of Property
Exhibit B:	Broker Disclosures
Exhibit C:	Form of Tenant Estoppel
Exhibit D:	Form of Deed
Exhibit E:	Form of Bill of Sale
Exhibit F:	Form of Assignment Agreement
Schedule 7(a):	Due Diligence Materials

S-1

EXHIBIT A

Legal Description:

[See attached page(s).] 

A-1

EXHIBIT B

Broker Disclosures

[INSERT STATE SPECIFIC DISCLOSURES] 

B-1

EXHIBIT C

Form of Tenant Estoppel

[Date]

Building Bits Properties I, LLC

c/o BuildingBits Holdings, LLC

425 NW 10^th Avenue, Suite 306

Portland, Oregon 97209

Attention: Alexander Aginsky, CEO

[Lender Address:]

______________________________________

______________________________________

______________________________________

______________________________________

Attention: _____________________________

Ladies and Gentlemen:

_________________________________ ("Tenant") acknowledges that (a) ________________________ ("Landlord") has entered into an agreement with BuildingBits Properties I, LLC ("Buyer") for the sale and purchase of the real property and improvements commonly known as _______________________ (the "Property"), (b) Landlord has requested Tenant to execute and deliver this Tenant Estoppel Certificate to Buyer and Buyer’s lender, __________________, who is providing financing with respect to the Property ("Lender"), and (c) Buyer, Lender, and their respective successors and assigns will rely upon the certifications by Tenant in this Tenant Estoppel Certificate in connection with the purchase and financing of the Property.

Tenant hereby certifies as follows:

1.          Tenant currently leases at the Property the premises commonly known as ____________________(the "Premises"), pursuant to the terms and conditions of that certain Lease Agreement (or comparably-titled document) dated as of _______________, between Landlord and Tenant, as amended by the following amendments or modifications: ______________________________________________________ (the "Lease"). Except for the Lease, there are no agreements (written or oral) or documents that are binding on Landlord in connection with the lease of the Premises. The Lease is valid, binding, and in full force and effect, and has not been modified or amended in any manner whatsoever except as described above.

2.          The term of the Lease commenced on __________________________, and including any presently exercised option or renewal term(s), ends on ______________________________, subject to any rights of Tenant to extend the term expressly set forth in the Lease. Tenant has no rights to extend the term of the Lease except to the extent expressly set forth in the Lease.

3.          Landlord has delivered possession of the Premises to Tenant, and Tenant has accepted possession of, and currently occupies, the Premises.

4.          The current monthly base rent payable under the Lease is $________________. Rent and all other charges payable under the Lease on or before the date hereof have been paid. No amounts of monthly base rent payable under the Lease have been prepaid except through the end of the current calendar month, and no other charges payable under the Lease have been prepaid for any period, other than estimated payments of operating expenses and taxes. There are no applicable abatements on rent or other charges now or hereafter existing under the Lease.

C-1

5.          Tenant has no options, rights of offer, rights of refusal, or other rights to purchase all or any portion of the Property. Tenant has no options, rights of offer, rights of refusal, or other rights to expand the Premises or lease any other premises at the Property, except to the extent expressly set forth in the Lease.

6.          All obligations, if any, of Landlord under the terms of the Lease with respect to improvements or repairs to the Premises have been fully performed, and all allowances, reimbursements, or other obligations of Landlord for the payment of monies to or for the benefit of Tenant have been fully paid, all in accordance with the terms of the Lease.

7.          To Tenant’s knowledge, neither Landlord nor Tenant is in default in the performance of any covenant, agreement, or condition contained in the Lease, and no event has occurred and no condition exists which, with the giving of notice, or the lapse of time, or both, would constitute a default by any party under the Lease.

8.          Tenant is not the subject of any bankruptcy, insolvency, or similar proceeding in any federal, state, or other court or jurisdiction and no such proceeding is contemplated by Tenant.

9.          Tenant is in possession of the Premises and has not subleased any portion of the Premises or assigned or otherwise transferred any of its rights under the Lease.

10.        Tenant has deposited -0- Dollars ($ -0- ) with Landlord as a security deposit under the Lease. Tenant has provided no other security to Landlord with respect to the Lease.

11.        Tenant will attorn to and recognize Buyer as the Landlord under the Lease and will pay all rents and other amounts due thereunder to Buyer upon notice to Tenant that Buyer has become the owner of Landlord’s interest in the Premises under the Lease.

12.        The individual executing this Tenant Estoppel Certificate has the authority to do so on behalf of Tenant ad to bind Tenant to the terms hereof.

13.        The term "Lender" as used herein includes any successor or assign of the named Lender; the term "Landlord" includes any successor or assign of the named Landlord; and the term "Buyer" includes any successor or assign of the named Buyer and any person who acquires title to the Property as a cotenant with the named Buyer or any affiliate of the named Buyer, and their successors and assigns.

[Tenant Name:]

By:

Name:

Title:

C-2

EXHIBIT D

Form of Deed

[See attached page(s).]

D-1

EXHIBIT E

Bill of Sale

A.           Building Bits Properties I, LLC, as Buyer ("BuildingBits"), and ___________________________, a ______________________("Seller"), entered into that certain Platform Listing and Sale Agreement dated as of ________________________, 20___ (including all amendments thereto, the "Purchase Agreement") with respect to the acquisition of that certain real property, together with all improvements thereon, commonly known as ___________________________, located at ___________________________, as more particularly described in the Purchase Agreement (the "Property").

B.           BuildingBits assigned its rights under the Purchase Agreement to ______________________, a _______________ ("Buyer") pursuant to that certain Assignment of Purchase Agreement dated on or about the date hereof.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby sell, assign, transfer, and set over to Buyer the following personal property presently located on the Property:

All equipment, fixtures and other personal property owned by Seller and located at or attached to the Property and used in connection with the ownership, operation, and maintenance thereof, including without limitation all heating, lighting, air conditioning, ventilating, plumbing, electrical, or mechanical equipment and any personal property described on Schedule 1 attached hereto (collectively, the "Personal Property").

Seller does hereby covenant with Buyer that at the time of delivery of this Bill of Sale, the Personal Property is free from all encumbrances made by Seller and that Seller will warrant and defend the same against the lawful claims and demands of all persons claiming by, through, or under Seller, but against none other. SELLER HEREBY DISCLAIMS, AND BUYER HEREBY WAIVES ANY AND ALL WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PERSONAL PROPERTY BEING TRANSFERRED BY THIS INSTRUMENT.

Dated as of _______________________, 20___.

SELLER:

a(n)

By:

Name:

Title:

Attachments:

Schedule 1: List of Personal Property

[Schedule intentionally omitted] 

E-1

EXHIBIT F

Assignment Agreement

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this "Agreement") is made and entered into as of ____________________, 20___ (the "Effective Date") by and between _________________________, a ______________________ ("Assignor"), and ________________________________, a _________________________ ("Assignee").

Background

A.         BuildingBits Properties I, LLC, as Buyer ("BuildingBits") and Assignor, as Seller, entered into that certain Platform Listing and Sale Agreement dated as of ________________________, 20___ (including all amendments thereto, the "Purchase Agreement") with respect to the acquisition of that certain real property, together with all improvements thereon, commonly known as _________________________, located at _________________________, as more particularly described in the Purchase Agreement (the "Property").

B.         BuildingBits assigned its rights under the Purchase Agreement to Assignee pursuant to that certain Assignment of Purchase Agreement dated on or about the date hereof.

Terms and Conditions

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, transfers, conveys, assigns, and sets over unto Assignee the following described property (collectively, the "Assigned Property"):

1.          All of Assignor’s right, title, and interest, as lessor, in and to all leases or licenses (collectively, the "Leases") to occupy all or any portion of the Property, including without limitation the Leases listed on the attached Schedule 1, together with all rents due, or to become due under each such Lease on or after the date hereof and all guaranties by third parties of the tenants’ obligations thereunder, letters of credit or other security devices relating thereto; and

2.          All refundable lease security deposits under the Leases (to the extent sums are being paid to Assignee on the date hereof); and

3.          All of Assignor’s right, title, and interest in and to all those contracts, agreements, telecommunications agreements, guarantees, warranties, and indemnities, written or oral, affecting the ownership, operation, management, and/or maintenance of the Property listed on the attached Schedule 2 (collectively, the "Contracts"); and

4.          To the extent assignable without the payment of any fee or the occurrence of any obligation, or the execution of any documents (other than this Assignment and Assumption Agreement) that create liability or reserve against the Assignor, all of Assignor’s right, title, and interest in and to:

(a)          all licenses, franchises, occupancy and use certificates, permits, authorizations, consents, variances, waivers, approvals, and the like from any governmental or quasi-governmental entity or instrumentality affecting or relating to the ownership, operation, or maintenance of the Land or the Improvements (collectively, the "Licenses"); and

F-1

(b)          to the extent the same exist and are by their terms assignable without any cost to Assignor, (i) all plans, drawings, specifications, blueprints, studies or reports (including all environmental, architectural (including Americans with Disabilities Act compliance), engineering, structural, mechanical, roof, soils, seismic and geologic reports) and surveys relating in any way to the Property, (ii) maintenance records prepared by or on behalf of Assignor in connection with the ownership, operation, and/or maintenance of the Property, (ii) all logos, building and trade names, (iii) all transferable guaranties and warranties, if any, (iv) all advertising materials, development rights and other information and documentation in Assignor’s possession relating to the Property that do not contain Assignor’s name or are not deemed proprietary by Assignor, and (v) all other intangible rights, titles, interests and privileges owned by Assignor and relating to the Property (collectively, the "Intangibles").

Assignor does hereby covenant with Assignee that, at the time of delivery of this Assignment Agreement, the Leases, Contracts, Licenses, and Intangibles are free from all encumbrances made by Assignor and that Assignor will warrant and defend the same against the lawful claims and demands of all persons claiming by, through, or under Assignor, but against none other. Except as to the special warranty of title and any representation and warranty expressly set forth in the Purchase Agreement, the Assigned Property is conveyed "AS IS" as provided in the Purchase Agreement and Assignor makes no other warranty with respect thereto.

Assignor agrees to indemnify, defend and hold Assignee harmless from and against all liabilities, obligations, actions, suits, proceedings, or claims, and all costs and expenses (including without limitation reasonable attorney fees and costs) incurred in connection with the Leases, Contracts, Licenses, or Intangibles, or any of them, based upon or arising out of any breach or alleged breach of the Leases, Contracts, Licenses, or Intangibles, or any of them, by Assignor occurring or alleged to have occurred prior to the date hereof.

Dated as of _____________________, 20___.

ASSIGNOR:
a	_______________________________________
By:
Name:
Title:

ACCEPTANCE

Assignee hereby accepts the foregoing assignment as of the date hereof and as of such date hereby assumes the performance of all the terms, covenants, and conditions of the Assigned Property, including without limitation the obligation to return the refundable lease security deposits under the Leases to the extent the same are received as a credit at Closing, with respect to the period from and after the date hereof.

Assignee agrees to indemnify, defend, and hold Assignor harmless from and against all liabilities, obligations, actions, suits, proceedings, or claims, and all costs and expenses (including without limitation reasonable attorney fees and costs) incurred in connection with the Leases, Contracts, Licenses, or Intangibles, or any of them, based upon or arising out of any breach or alleged breach of the Leases, Contracts, Licenses, or Intangibles, or any of them, occurring or alleged to have occurred on or after the date hereof.

Dated as of: _____________________, 20___.

ASSIGNEE:

___________________________, a ____________________

By:

Name:

Title:

Attachments:

Schedule 1:	Rent Roll
Schedule 2:	List of Contracts

[Schedules intentionally omitted] 

F-2

EX1A-6 MAT CTRCT

Exhibit 6.1.2

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of March 1, 2019, by and between CPG North Oak Partners, LLC, a Missouri limited liability company (“Seller”), and Building Bits Properties I, LLC, a Delaware limited liability company, and/or its assigns (“Purchaser”).

WITNESSETH:

WHEREAS, Seller is the owner of a certain tract of land in Kansas City, Clay County, Missouri, and being known as 5166 North Oak Trafficway, Kansas City, Missouri 64118, and being more particularly described on Exhibit A attached hereto and incorporated herein by reference (the “Land”);

WHEREAS, Seller desires to sell and convey the Land to Purchaser, and Purchaser desires to acquire and pay for the Land, pursuant to the terms, provisions and conditions set forth in this Agreement, and subject to the following lease agreement: Lease dated September 11, 2017 (as amended, modified, restated or supplemented, the “Lease”), by and between Seller, as as landlord, and Freedom Enterprises, LLC, a Delaware limited liability company, as tenant (“Tenant”); and

WHEREAS, Seller as the landlord under said Lease intends, in conjunction with the sale of the Land, to assign all of its right, title and interest in the Lease to Purchaser;

NOW, THEREFORE, for and in consideration of the premises and mutual covenants and agreements contained herein, the payment of One Hundred and No/100 Dollars ($100.00) as independent consideration ("Independent Consideration"), which sum shall be non-refundable to Purchaser but shall be applied against the Purchase Price at Closing (or released to Seller if this Agreement is terminated prior to Closing), and other good and valuable consideration, the receipt and sufficiency of which are hereby confirmed and acknowledged, the parties hereto agree as follows:

Section 1. Acquisition of the Property. Subject to the terms and conditions contained herein, Seller agrees to sell, transfer, convey and/or assign to Purchaser, as applicable, and Purchaser agrees to purchase and/or assume from Seller all of Seller’s right, title and interest in and to the following:

(a) the Land;

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(b) all of the building(s) and other improvements on the Land, or to be placed on the Land, if any (the building and other improvements are hereinafter referred to collectively as the “Improvements”) situated thereon;

(c) all right, title and interest of Seller in and to adjacent streets, roads, alleys, utilities, easements and rights of way, and awards to be made in connection therewith and all right, title and interest of Seller in and to (i) all strips or gores, and any easements, licenses, rights-of-way, reservations, privileges and rights of ingress and egress appurtenant to the Land, and (ii) all assignable licenses, certificates of occupancy, zoning, special use or other permits, appurtenances, and development rights related to the Land and the Improvements (collectively hereinafter referred to as the “Real Property”);

(d) Seller’s interest, if any, in all of the fixtures, fittings, apparatus, equipment, machinery, and other items of tangible personal property owned by Seller located within the Improvements including, without limitation, and any and all plumbing, air conditioning, heating, ventilating, mechanical, electrical and other utility systems, security devices, signs and light fixtures and located on the Land (collectively, the “Personal Property”); and

(e) the Lease.

The Land, the Improvements, the Real Property, the Personal Property, and the Lease are hereinafter collectively referred to as the “Property.”

Section 2. Purchase Price. The aggregate purchase price (the “Purchase Price”) for the Property shall be Six Hundred Forty Thousand and No/100 Dollars ($640,000.00) and shall be paid by Purchaser to Seller, in cash by wire transfer of immediately available funds, at Closing (as defined in Section 10 hereof) in accordance with the terms and conditions set forth herein. Notwithstanding anything to the contrary contained herein, contemporaneously with Closing, Seller shall cause any and all liens affecting and encumbering the Property to be fully released so that the Property shall be delivered to Purchaser free and clear of any and all liens whatsoever, except the Permitted Exceptions (hereinafter defined).

Section 3. Earnest Money. Within three (3) business days of the Effective Date (hereinafter defined), Purchaser shall deposit, as earnest money (the “Earnest Money”) with Lawyers Title Company, 4131 N. Central Expressway, Suite 450, Dallas, TX 75204, Attn. Lathram Pou (the “Title Company”), in immediately available funds the sum of Fifteen Thousand and No/100 Dollars ($15,000.00). After Purchaser’s delivery of the Approval Notice (hereinafter defined), the Earnest Money shall be immediately payable to Seller and non-refundable to Purchaser (except as otherwise expressly provided in this Agreement) and, at Seller's option, either distributed directly to Seller at such time or held in escrow, but applicable as a credit against the Purchase Price at Closing. As used herein, the term “Effective Date” of this Agreement, for the purpose of performance of all obligations hereunder by the parties hereto, shall be the date this Agreement is fully executed by both Seller and Purchaser.

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Section 4. Survey. Within five (5) business days following the Effective Date, Seller shall deliver to Purchaser a copy of Seller’s currently existing boundary survey of the Property (the “Existing Survey”). In the event that the Title Company requires an update to the Existing Survey in order to delete the survey exception to title insurance, Seller agrees to pay for the cost of such update. The Existing Survey, if acceptable to the Title Company to delete the survey exception, or the updated survey if not, may be referred to as the "Survey."

Section 5. Title Insurance.

(a) Within ten (10) business days following the Effective Date, Seller, at Seller’s sole cost and expense, shall use reasonable efforts to cause the Title Company to deliver to Purchaser a title commitment (the “Title Commitment”) covering the Property, issued by the Title Company and addressed to Purchaser, binding the Title Company to issue to Purchaser at Closing an owner’s policy of title insurance (the “Title Policy”) on the ALTA standard form of policy in the full amount of the Purchase Price subject to the Permitted Exceptions (hereinafter defined).

(b) Seller shall deliver or cause to be delivered, with the delivery of the Title Commitment, an electronic copy of any instrument referred in the Title Commitment that affects the title of Seller to the Property or that constitutes an exception or restriction upon the title of Seller to the Property (the “Exception Documents”), except copies of any lien to be released at Closing.

Section 6. Purchaser’s Review.

(a) Purchaser shall have ten (10) business days from the date Purchaser receives the Title Commitment, the Exception Documents, and the Existing Survey to deliver to Seller in writing any objections as Purchaser may have to anything contained or set forth in the Title Commitment or Exception Documents (collectively, the “Unacceptable Exceptions”). Any and all monetary liens affecting the Property automatically shall be deemed Unacceptable Exceptions without any need of Purchaser to object to such monetary liens. Any items to which Purchaser does not object to, or is not deemed to object to, within such period shall be deemed to be permitted exceptions (collectively, the “Permitted Exceptions”).

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(b) Seller may, but shall have no obligation to, eliminate, modify or remove the Unacceptable Exceptions, if any; provided, however, that Seller shall agree to remove and eliminate any and all monetary liens affecting the Property. Seller shall, within ten (10) days after receipt of Purchaser’s notice of objections, deliver to Purchaser written notice (which notice may be by email and may be transmitted by Seller's attorney) that either (i) Seller will, at Seller’s expense, cure or remove each of the items to which objection has been made by Purchaser before Closing, or (ii) Seller is unable or unwilling to cure or remove any one or more of said items objected to by Purchaser. If Seller is unable or unwilling to eliminate, modify or remove the Unacceptable Exceptions within the Contingency Period (or if Seller does not timely respond, it shall be deemed to have refused to take further action), Purchaser, as Purchaser’s sole and exclusive remedy, shall have the right to terminate this Agreement by giving written notice of such election before the expiration of the Contingency Period. If Purchaser so terminates this Agreement, the Earnest Money, together with all accrued interest thereon, shall be returned to Purchaser and neither party shall have any further rights, duties or obligations hereunder. If Purchaser does not so terminate this Agreement, then Purchaser shall be deemed to have waived Purchaser’s rights to object to the Unacceptable Exceptions (which will then become Permitted Exceptions). In such event, the Purchase Price shall not be reduced by any amount, and Purchaser shall have no further right to terminate this Agreement under this Section 6.

Section 7. Contingency Period and Financing Contingency Period.

(a) Within five (5) business days following the Effective Date, Seller shall deliver to Purchaser copies of any and all documents in Seller’s possession relating to the Property including, but not limited to, the Lease, any and all environmental reports relating to the Property, and the Existing Survey (collectively, the “Due Diligence Documents”). Except as otherwise expressly provided in this Agreement, Seller makes no representations and disclaims all liability concerning the accuracy, correctness and completion of any third party reports given to Purchaser as part of the Due Diligence Documents. Purchaser shall have a period of forty-five (45) days following the Effective Date (the “Contingency Period”) to examine and inspect the Property and such Due Diligence Documents. During the Contingency Period, subject to the rights of Tenant under the Lease, Seller shall allow Purchaser or Purchaser’s agents access to the Property to conduct an inspection of the Property as Purchaser deems necessary to determine the feasibility of the Property for Purchaser’s intended use and Purchaser shall bear all costs and expenses of its investigation. Purchaser acknowledges that all inspections, of whatever kind or character, performed on the Property during the Contingency Period are Purchaser’s sole responsibility and shall be conducted in such a manner as not to interfere with Tenant's construction or operation of its business on the Property. Purchaser acknowledges that all information furnished by Seller to Purchaser that is designated and marked “confidential” shall be treated by Purchaser as confidential information.

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(b) Purchaser shall defend, hold harmless and indemnify Seller from and against any and all costs, fees and expenses (including, without limitation, attorneys’ fees and expenses, and court costs) for losses, claims, demands, damages or liabilities, including, without limitation, actions or claims for any damage to any property and any injuries or death to any persons resulting therefrom, which relate to, or are connected with, or arise out of any and all claims, demands, actions, liens, suits, or proceedings deriving from or relating to the actions of Purchaser, its employees, agents, representatives, contractors or licensees on the Property during the Contingency Period, but excepting from the foregoing indemnification any, cost, fees and expense for losses, claims, demand, damages or liabilities arising out of the mere discovery or reporting, if required by law, of a pre-existing condition of the Property. Purchaser agrees that it and its agents shall enter the Property AT ITS SOLE RISK. The provisions of this Section 7(b) shall survive the Closing or earlier termination of this Agreement.

(d) If Purchaser finds the Due Diligence Documents and/or the Property unacceptable for any reason or no reason, then Purchaser, at Purchaser’s sole discretion, shall have the right to terminate this Agreement during the Contingency Period. If Purchaser notifies Seller, in writing, prior to the expiration of the Contingency Period of Purchaser’s approval of the Property in all respects and Purchaser’s election to proceed under this Agreement (the "Approval Notice"), then this Agreement will remain in full force and effect. If Purchaser fails to deliver the Approval Notice prior to the expiration of the Contingency Period, this Agreement will automatically terminate and the Earnest Money, less the Independent Consideration, shall be returned to Purchaser, and thereafter neither party shall have any further rights, duties or obligations to the other hereunder, except for the obligations which are expressly stated herein to survive the Closing or termination of this Agreement. If Purchaser delivers the Approval Notice during the Contingency Period, the conditions of this Section 7(d) shall be deemed satisfied and Purchaser may not thereafter terminate this Agreement under this Section 7(d).

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(e) Purchaser shall have forty-five (45) days from the Effective Date in order to obtain a loan commitment in a loan amount of not greater than sixty-five percent (65%) loan-to-value. If Purchaser is unable to obtain such a loan commitment, then Purchaser shall notify Seller in writing by 5:00pm on the date that is forty-five (45) days after the Effective Date and, in such event, Purchaser may terminate this Agreement and receive a refund of the Earnest Money, less the Independent Consideration. If Purchaser does not so terminate this Agreement by such date and time, the conditions of this Section 7(e) shall be deemed satisfied and Purchaser may not thereafter terminate this Agreement under this Section 7(e).

Section 8. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller, as of the Effective Date and as of Closing, as follows:

(a) Neither the execution and delivery of this Agreement and documents referenced herein, nor the incurrence of the obligations set forth herein, nor the consummation of the transactions herein contemplated, conflict with or will result in the material breach of any terms, conditions or provisions of, or constitute a default under, any note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreements or instruments to which Purchaser is a party. This Agreement, and each document and instrument contemplated hereby, when executed and delivered, constitutes the legal, valid and binding obligation of Purchaser.

(b) Purchaser is not, and will not become, a person or entity with whom United States persons or entities are restricted or prohibited from doing business under OFAC regulations of the Department of the Treasury (including those named on OFAC's specially designated and blocked persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities.

(c) Purchaser has not: (i) filed any voluntary or had involuntarily filed against it in any court or with any governmental body pursuant to any statute either of the United States or of any State, a petition in bankruptcy or insolvency or seeking to effect any plan or other arrangement with creditors, or seeking the appointment of a receiver; (ii) had a receiver, conservator or liquidating agent or similar person appointed for all or a substantial portion of its assets; (iii) suffered the attachment or other judicial seizure of all, or substantially all of its assets; (iv) given notice to any person or governmental body of insolvency; or (v) made an assignment for the benefit of its creditors or taken any other similar action for the protection or benefit of its creditors. Purchaser is not insolvent and will not be rendered insolvent by the performance of its obligations under this Agreement.

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(d) Purchaser’s representations and warranties in this Section shall survive the Closing and be true and correct as of the Effective Date and shall be deemed true and correct as of the Closing. The truth and accuracy of Purchaser’s representations and warranties made herein shall constitute a condition for the benefit of Seller to the closing of the transaction. Prior to the Closing, Purchaser shall notify Seller in writing of any facts, conditions or circumstances which render any of the representations and warranties set forth in this Section 8 in any way inaccurate, incomplete, incorrect or misleading.

Section 9. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser, as of the Effective Date and as of Closing, to Seller's knowledge, as follows:

(a) Seller is duly organized and validly existing under the laws of the state of its organization and has all requisite power and authority to enter into and perform this Agreement.

(b) All requisite partnership/company action has been taken by Seller in connection with Seller’s execution of this Agreement, the agreements, instruments or other documents to be executed by Seller pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby. No consent of any partner, shareholder, creditor, investor, judicial or administrative body, governmental or quasi-governmental authority or other third party is required for Seller to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement, and each document and instrument contemplated hereby, when executed and delivered, constitutes the legal, valid and binding obligation of Seller.

(c) The individuals executing this Agreement and the agreements, instruments or other documents to be executed by Seller pursuant to this Agreement on behalf of Seller each have been duly authorized to bind Seller to the terms and conditions hereof and thereof.

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(d) To Seller's knowledge, except as disclosed in any environmental reports delivered to Purchaser, Seller has no reason to believe that there are any, and Seller has not received any notice of any, Hazardous Materials on the Property; thus, to Seller's actual knowledge, there are no Hazardous Materials, petroleum wells or underground storage tanks located in, on or under the Property (except for Hazardous Materials kept by tenants in the normal course of their business and in compliance with applicable law). "Hazardous Materials" means any hazardous, toxic or dangerous waste, substance or material, pollutant or contaminant, as defined in all applicable provisions of any federal regulations, amendments, updates or superseding legislation to or for the Environmental Protection Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et seq.), the Superfund Amendments and Reauthorization Act, or the regulations promulgated thereunder, or any other federal, state, local or other statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous substances, hydrocarbons, hazardous materials, toxic substances or hazardous wastes as defined from time to time in any other federal, state and local laws or the regulations promulgated thereunder applicable to the Property or any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous, or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons, polychlorinated biphenyls (PCBs), or radon gas, urea formaldehyde, asbestos or lead.

(e) To Seller's knowledge, the Due Diligence Documents provided or to be provided to Purchaser pursuant to the terms of this Agreement are true, accurate and complete copies of the Due Diligence Documents as they exist in Seller’s files.

(f) Seller has received no written notice of and has no knowledge that eminent domain or other condemnation proceedings affecting the Property are pending or threatened.

(g) Seller has not received any notice of any violation of any applicable law (including any environmental law), code, rule, regulation, ordinance, requirement, covenant, condition or restriction relating to the condition or present use or occupancy of the Property by any person, authority or agency having jurisdiction.

(h) There are no suits or claims pending or, to Seller’s knowledge, threatened with respect to or in any manner affecting the Property or Seller.

(i) Seller has entered into no brokerage or leasing commission agreements with respect to the Property, where a commission or fee has been earned but not fully paid or which will remain in effect after Closing.

(j) Seller, by having closed the sale of the Property, shall be deemed conclusively to have certified at the Closing that all representations and warranties stated herein were true and correct on and as of the Closing Date (subject to any Changes, as hereafter defined), and such representations and warranties shall survive the Closing for a period of twelve (12) months only (the “Survival Period”). The term "Changes" means any incident, condition or thing that occurs after the Effective Date that would change any of Seller's representations or warranties contained in this Agreement, for which Seller actually provides written notice to Purchaser prior to Closing.

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(k) Seller is not, and will not become, a person or entity with whom United States persons or entities are restricted or prohibited from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's specially designated and blocked persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities.

(l) For purposes of this Agreement, qualifications regarding Seller’s “knowledge” and similar qualifications means the current actual (as distinguished from implied, imputed and constructive) knowledge of Brad Devault, without attribution to such individual of facts and matters not within his actual personal knowledge and without any duty of inquiry or investigation. Purchaser acknowledges that the individual named above is named solely for the purpose of defining the scope of Seller’s knowledge and not for the purpose of imposing any liability on or creating any duties running from such individual to Purchaser. Purchaser covenants that it will bring no action of any kind against such individual arising out of any representations and warranties set forth herein, and Purchaser hereby waives and releases all such claims. Seller’s representations, warranties and indemnities set forth in this Agreement shall survive and shall be enforceable after the Closing only during the Survival Period, it being the intention of the parties that all suits or actions for breach of any such representations, warranties or indemnities must be brought within the Survival Period or they shall be forever barred.

Section 10. Closing. The Closing of the purchase and sale of the Property pursuant to this Agreement (“Closing”) shall take place in escrow at the Title Company or such other location or manner mutually acceptable to the parties not later than thirty (30) calendar days from the expiration of the Contingency Period (the "Original Closing Date"); provided, that Purchaser shall have the right to extend the date for Closing for an additional forty-five (45) days by depositing an additional Ten Thousand and No/100 Dollars ($10,000.00) ("Closing Extension Fee") with the Title Company prior to the prior to the Original Closing Date. The Closing Extension Fee shall be non-refundable to Purchaser and not applicable to the Purchase Price. Notwithstanding the foregoing, however in no event shall the Closing occur later than one hundred eighty (180) days from the Effective Date (the "Outside Closing Date"). The following shall occur at Closing:

(a) Seller shall deliver to Purchaser:

(i) an original special warranty deed (the “Deed”), conveying the Property to Purchaser, duly executed by Seller subject to the Permitted Exceptions;

(ii) the Title Policy issued by the Title Company;

(iii) possession of the Property subject to the Lease;

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(iv) certification of Non-Foreign Person Status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations promulgated thereunder (“IRC”);

(v) an original executed Assignment and Assumption of the Lease (the “Assumption of Lease”);

(vi) an original executed Bill of Sale with respect to the Personal Property;

(vii) such other instruments as are customarily executed in Clay County, Missouri, to effectuate the conveyance of property similar to the Property, with the effect that, after the Closing, Purchaser will have succeeded to all of the rights, title, and interests of Seller relating to the Property and Seller will no longer have any rights, title, or interests in and to the Property;

(viii) such evidence as Seller’s counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller.

(b) Purchaser shall deliver to Seller:

(i) the Purchase Price, as provided herein;

(ii) such evidence as Seller’s counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and

(iii) such other instruments as are customarily executed in Clay County, Missouri, to effectuate the conveyance of property similar to the Property, with the effect that, after the Closing, Purchaser will have succeeded to all of the rights, title, and interests of Seller relating to the Property and Seller will no longer have any rights, title, or interests in and to the Property.

(c) Seller and Purchaser shall execute and deliver all other instruments and documents as may be reasonably necessary or appropriate to consummate the transactions provided herein.

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Section 11. Closing Costs and Prorations. Purchaser and Seller hereby covenant and agree that:

(a) Seller shall bear (A) all costs of Title Commitment and Title Policy (including extended coverage but excluding any additional endorsements that Purchaser may require), (B) one-half (1/2) of the normal and customary costs relating to the Title Company acting as escrow agent, (C) the cost to record the Deed and any releases relating to Seller’s obligations, (D) the cost to update the Existing Survey if required by the Title Company to delete the survey exception, and (E) attorney’s fees incurred by Seller pertaining to or arising out of the negotiation and consummation of the sale and purchase of the Property under this Agreement.

(b) Purchaser shall bear (A) all costs, fees or expenses pertaining to or arising out of any financing, if any, obtained by Purchaser in connection with the acquisition of the Property pursuant hereto, if any, (B) one-half (1/2) of the normal and customary costs relating to the Title Company acting as escrow agent, (C) the cost to record any documents other than the Deed, (D) any endorsements Purchaser or its lender shall require, and (E) attorney’s fees incurred by Purchaser pertaining to or arising out of the negotiation and consummation of the sale and purchase of the Property under this Agreement.

(c) All rentals and other amounts due under the Lease and any other proratable items not paid by Tenant under Tenant’s lease shall be prorated as of the Closing Date. Security deposits, advance rentals, and the amount of any future lease payments, rents, or credits under the Lease shall be credited to Purchaser on the Closing Date.

(d) All ad valorem real estate taxes are paid annually by the tenant pursuant to the Lease and shall not be prorated at Closing.

(e) All documentary, stamp costs, and transfer taxes, if any, shall be paid by Seller and Purchaser on an equal basis.

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Section 12. Default by Seller; Remedies of Purchaser. In the event Seller fails to comply with any material obligation, covenant or agreement to be performed, honored or observed by Seller prior to or at Closing pursuant to the terms and provisions hereof, except due to Purchaser’s default, then Purchaser, as its sole and exclusive remedy, may either:

(a) terminate this Agreement by giving written notice thereof to Seller, whereupon (i) the Escrow Agent or Seller, as applicable, shall return to Purchaser the Earnest Money and Purchaser shall be entitled to damages equal to Purchaser’s actual out-of-pocket costs and expenses incurred in connection with this Agreement and the inspection of the Property, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00), (ii) this Agreement shall immediately terminate and be deemed null and void, and (iii) neither party shall thereafter have any further rights, duties or obligations hereunder, except for the obligations which are expressly stated herein to survive the Closing or termination of this Agreement; or

(b) exercise specific performance, provided that: (i) if Purchaser fails to file suit for specific performance in a court having jurisdiction over such matter on or before ninety (90) days following the Outside Closing Date, then Purchaser shall be deemed to have elected to terminate this Agreement and shall proceed in accordance with Section 12(a); and (ii) if the nature of Seller’s default causes specific performance to be unavailable to Purchaser, Purchaser may instead terminate this Agreement by giving written notice thereof to Seller, whereupon (a) the Escrow Agent or Seller, as applicable, shall return to Purchaser the Earnest Money and Purchaser shall be entitled to damages equal to Purchaser’s actual out-of-pocket costs and expenses incurred in connection with this Agreement and the inspection of the Property, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00), (b) this Agreement shall immediately terminate and be deemed null and void, and (c) neither party shall thereafter have any further rights, duties or obligations hereunder except for the obligations which are expressly stated herein to survive the Closing or termination of this Agreement.

Section 13. Default by Purchaser; Remedies of Seller. In the event Purchaser fails to comply with any material obligation, covenant, condition or agreement to be performed, honored or observed by Purchaser prior to or at Closing pursuant to the terms and provisions hereof, except due to Seller’s default, then Seller may terminate this Agreement by giving Purchaser written notice thereof, in which event Seller shall retain, as liquidated damages, all of the Earnest Money as Seller’s sole and exclusive remedy, whereupon neither party shall thereafter have any further rights, duties or obligations hereunder.

Section 14. Commission.

(a) Provided the Closing occurs and the transaction contemplated in this Agreement is consummated, but not otherwise, Seller agrees to pay a commission equal to one and one-quarter percent (1.25%) of the Purchase Price to Building Bits Real Estate Services, LLC (the “Purchaser's Broker”) as the real estate agent for Purchaser at Closing. Such commission shall be paid in cash by Seller, at the Closing and, by its execution hereof, Seller hereby authorizes and directs the Title Company to remit such commission to Purchaser's Broker.

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(b) Except to the extent provided in Section 14(a) above, each of the parties hereto hereby represents and warrants to the other parties that no other real estate commissions or finder’s fees are due or payable as a result of or in connection with this Agreement or the transactions contemplated herein to any person or agency, and that each of the parties hereby agrees to indemnify the other party and hold the other party harmless from and against any and all claims for real estate commissions and/or finder’s fees occasioned by its acts.

Section 15. Notices. All notices, demands, consents, statements, offers, reports and other communications required or permitted herein shall be delivered to the parties hereto by (a) personal delivery and shall be deemed to have been given and received on the day delivered as evidenced by written receipt, (b) email transmission and shall be deemed to have been given and received on the date sent with confirmation of receipt if sent during the normal business hours of the recipient on a business day, or (c) FedEx, UPS or such other nationally recognized overnight courier and shall be deemed to have been given and received on the date sent with confirmation of delivery. Such notices shall be given to the parties hereto at the following address (unless changed by similar notice in writing given by the particular person whose address is to be changed):

If to Seller:	CPG North Oak Partners, LLC
	823 Congress Ave., Suite 600
	Austin, Texas 78701
	Attention: Brad Devault
Tel:	(469) 620-1990
	Email: bdevault@cielo-re.com
with a copy to:	MBL Law
	17330 Preston Road
	Suite 250D
	Dallas, TX 75252
	Attn: James Parks
	Email: james.parks@mbl-law.com
	(NOTE: Email until 3/1/19, jparks@amolaw.com)
If to Purchaser:	Building Bits Properties I, LLC
	425 NW 10th Ave., Suite 306
	Portland, OR 97209
	Attn: _______________________
	Tel: ________________________
	Email: ______________________

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with a copy to:	Benjamin Leedy
	209 SW Oak Street, Suite 500
	Portland, OR 97204
	Tel: (503) 227-1600
	Email: benleedy@stollberne.com

Section 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.

Section 17. Assignment. Purchaser shall have the right to assign this Agreement only after receiving the prior written approval of Seller, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, Seller’s consent will not be required if the assignment is to one or more affiliates of Purchaser. For purposes of the foregoing, an "affiliate" will include: (a) any entity controlled by or under common control with Purchaser; (b) any entity in which Purchaser or an affiliate of Purchaser is the managing member, manager, or general partner; (c) any person or entity who acquires an undivided interest in the Property with Purchaser or an affiliate of Purchaser in order to complete a Section 1031 exchange; and (d) any "joint venture" entity formed by Purchaser or an affiliate of Purchaser and in which Purchaser or its affiliate has a one percent (1%) or more equity interest or otherwise is a material equity participant. Purchaser will notify Seller in writing of any assignment to an affiliate in sufficient time to allow the Closing to occur without delay. If Seller consents to Purchaser’s assignment, Purchaser shall deliver to Seller a copy of any documents of assignment under which this Agreement, or any of Purchaser’s rights or obligations hereunder, are assigned to a third party. Any approved assignee or Purchaser must assume all of Purchaser’s obligations hereunder, which assumption shall relieve Purchaser from its obligations hereunder. Notwithstanding anything to the contrary, in no event shall Seller be liable for any costs or fees associated with any Section 1031 exchange.

Section 18. Successors and Assigns. Except as otherwise provided herein, this Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective heirs, administrators, successors and assigns.

Section 19. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. PDF signatures on this Agreement shall be binding and effective as if signed in the original in ink.

Section 20. Time. Time is of the essence in the performance of each term, condition and covenant contained in this Agreement. No extension of time for performance of any obligation or act shall be deemed an extension of time for performance of any other obligation or act. If any date for performance of any term, condition or provision hereof shall fall on a Saturday, Sunday or legal holiday, then the time of such performance shall be extended to the next business day.

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Section 21. Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but shall be enforced to the greatest extent permitted by law.

Section 22. Waiver. A failure by either party hereto to exercise any right given under this Agreement or to insist upon strict compliance with any obligation specified in this Agreement shall not constitute a waiver of such party’s right to demand exact compliance with the terms of this Agreement.

Section 23. Authority to Execute. Seller and Purchaser warrant that each of the persons executing this Agreement in its behalf has full power and authority to enter into and perform this Agreement and that, upon the execution of this Agreement by all parties, this Agreement shall be binding upon each and enforceable in accordance with its terms.

Section 24. Modifications. No provision of this Agreement may be altered, amended, modified or waived in any respect unless the same shall be in writing and executed by both Purchaser and Seller.

Section 25. Entire Agreement. Purchaser and Seller each acknowledge and agree that at all times each has intended that none of the preliminary negotiations concerning this Agreement would be binding on any party. This Agreement contains all the covenants, conditions, agreements and understandings between the parties and shall supersede all prior covenants, conditions, agreements and understandings between Seller and Purchaser with respect to the purchase and sale of the Property and all other matters contained in this Agreement.

Section 26. Exculpation. Notwithstanding anything contained in this Agreement to the contrary, Purchaser’s source of satisfaction, resulting from any breach of this Agreement by Seller, shall be limited to Seller’s interest in the Property. Purchaser shall not seek to enforce any judgment against Seller and in no event shall Seller or any of Seller's officers, directors, shareholders, employees, partners, representatives or agents have any personal, individual liability for any breach of this Agreement.

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Section 27. Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND TITLE WARRANTIES SET FORTH IN THE DEED, THIS AGREEMENT IS MADE WITHOUT RECOURSE (EVEN AS TO THE RETURN OF THE PURCHASE PRICE), COVENANT OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY AND THE PROPERTY SHALL BE CONVEYED AND TRANSFERRED TO PURCHASER “AS IS WITH ALL FAULTS”. SELLER DOES NOT WARRANT OR MAKE ANY REPRESENTATION, EXPRESS OR IMPLIED, AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUANTITY, QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, OPERATION, COMPLIANCE WITH SPECIFICATIONS OR ABSENCE OF LATENT DEFECTS OR COMPLIANCE WITH LAWS AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY AND THE ENVIRONMENT) OR ANY OTHER MATTER AFFECTING THE PROPERTY AND SELLER SHALL BE UNDER NO OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIRS, ALTERATIONS OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER IN RESPECT OF THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES. SELLER HAS NOT MADE AN INDEPENDENT INVESTIGATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS THEREOF. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS SECTION 27 WERE A MATERIAL FACTOR IN THE DETERMINATION OF THE PURCHASE PRICE FOR THE PROPERTY. THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL EXPRESSLY SURVIVE THE CLOSING AND SHALL NOT MERGE WITH THE PROVISIONS OF ANY DOCUMENTS DELIVERED AT CLOSING.

Section 28. Like-Kind Exchange. Each of Seller and Purchaser reserves the right to establish a Section 1031 tax-deferred exchange. The other party shall reasonably cooperate with the exchanging party to accomplish such an exchange, provided that the non-exchanging party shall not be required to acquire any property in addition to the Property or incur any additional material expense or obligation than otherwise described in this Agreement between the parties; nor shall any exchange affect the obligations of the parties under this Agreement or extend the time of close of escrow or for any other performance required hereunder. Any portion of the Earnest Money established through the use of funds from a 1031 exchange may be replaced (by funds from other sources) at any time by Purchaser.

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Section 29. Risk of Loss; Condemnation.

(a) The risk of loss in the event of a casualty shall rest exclusively with Seller until the Closing. Thereafter, Purchaser will assume the full risk of loss on and after the Closing. In the event of damage to any of the Property due to a casualty prior to the Closing for which the cost of repair equals or exceeds 10% of the Purchase Price, either Purchaser or Seller may terminate this Agreement within 10 business days of such casualty, in which case the Escrow Agent shall return the Earnest Money to Purchaser, this Agreement shall immediately terminate and be deemed null and void, and neither party shall have any rights or obligations hereunder except for the obligations which are expressly stated herein to survive the Closing or termination of this Agreement. If such damage is less than said 10% amount, or if such damage exceeds such 10% amount and this Agreement is not terminated as herein provided, Purchaser and Seller shall close the transaction contemplated herein, IN WHICH EVENT PURCHASER’S SOLE RECOURSE SHALL BE TO RECEIVE ANY AND ALL INSURANCE PROCEEDS ATTRIBUTABLE TO SUCH CASUALTY LOSS AFFECTING THE PROPERTY THAT ARE ACTUALLY PAID BY SELLER’S PROPERTY CASUALTY INSURANCE CARRIER(S). FOR PURPOSES OF THIS SECTION 29, INSURANCE PROCEEDS DO NOT AND SHALL NOT BE CONSTRUED TO INCLUDE ANY DEDUCTIBLES, DEPRECIATION OR OTHER SUM WITHHELD BY SELLER’S INSURANCE CARRIER(S) FOR ANY REASON.

(b) If at any time prior to the Closing, the Property or any material part thereof is threatened with condemnation or legal proceedings commenced under the power of eminent domain, Seller shall promptly give Purchaser written notice of such fact, and shall furnish to Purchaser copies of all written notices received by Seller pertaining thereto. Purchaser shall have the right, within 10 business days after the receipt of such a notice, to terminate this Agreement by written notice to Seller and the Title Company, in which event Purchaser shall be entitled to the return of its Earnest Money, and neither Seller nor Purchaser shall have any further obligations hereunder other than Purchaser’s obligations regarding confidentiality and indemnification hereunder IF THIS AGREEMENT IS NOT SO TERMINATED, PURCHASER SHALL BE OBLIGATED TO PROCEED WITH THE CLOSING HEREUNDER, AND ALL DAMAGE AWARDED BY A COURT OF COMPETENT JURISDICTION IN CONNECTION WITH SUCH CONDEMNATION OR OTHER LEGAL PROCEEDINGS AFFECTING THE PROPERTY SHALL BELONG TO PURCHASER, AND THE PURCHASE PRICE WILL NOT BE ABATED OR REDUCED ON ACCOUNT OF ANY SUCH PROCEEDINGS.

(c) In all events, the receipt and disposition of insurance and condemnation proceeds shall be subject to the provisions of the Lease.

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Section 30. Seller’s Covenants. From and after the Effective Date through the Closing Date, Seller and Seller’s agents will, at Seller’s expense:

(a) Maintain the Property in the condition in which it existed as of the Effective Date, normal wear and tear excepted, free from mechanics’ liens, and operate the Property in a manner consistent with current practice, and perform all of Sellers’s obligations under the Lease;

(b) Keep in existence all fire, extended coverage, business interruption, rent loss, or similar insurance policies, and all public liability insurance policies, that are in existence as of the Effective Date with respect to the Property;

(c) Not (i) amend, waive any rights under, terminate, or extend the Lease, (ii) apply any security or other deposits held under the Lease;

(d) Not (i) market the Property; (ii) sell, offer to sell, or negotiate to sell the Property to any party other than Purchaser; or (iii) take any action to solicit, initiate, or encourage the submission of a back up offer for the Property;

(e) Promptly advise Purchaser in writing of any Changes; and

(f) Not enter into: (i) any new leases, licenses or occupancy agreements for any portion of the Property; or (ii) any service contracts or other agreements, easements or encumbrances affecting the Property that are not terminable at the Closing.

[The remainder of this page is intentionally left blank.] 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

SELLER:
CPG North Oak Partners, LLC,
a Missouri limited liability company
By:	CPG NNN, LLC,
	a Texas limited liability company
	its Manager
	By:	/s/ Brad Devault
		Brad Devault
		Managing Member

Date:  3-1-19

PURCHASER:
Building Bits Properties I, LLC,
By:	/s/ Alex Aginsky
Name:	Alex Aginsky
Title:	Manager

Date: 3-5-2019

Signature Page to Purchase and Sale Agreement

RECEIPT OF EARNEST MONEY

The undersigned Title Company hereby acknowledges its receipt of an executed copy of this Agreement and, the Earnest Money provided herein and, further, agrees to comply with and be bound by the terms and provisions of this Agreement.

DATED: _________________________

TITLE COMPANY:

By:

Name:

Title:

Address:

Signature Page to Purchase and Sale Agreement 

EXHIBIT A

Legal Description

All of Lot 1, North Oak Business Park, 6^th Plat

EX1A-11 CONSENT

EXHIBIT 11.1

CONSENT OF INDEPENDENT AUDITOR

We consent to the use in this Offering Statement on Form 1-A of our Independent Auditors' Report dated April 22, 2019 relating to the balance sheet of Building Bits Properties I, LLC as of December 31, 2018 and 2017, the related statements of operations, member’s equity (deficit), and of cash flows for the year ended December 31, 2018 and the period from February 24, 2017 (“Inception”) through December 31, 2017, and the related notes to the financial statements.

/s/ dbbmckennon

Newport Beach, California

May 7, 2019

EX1A-12 OPN CNSL

Exhibit 12.1

Building Bits Properties I, LLC

425 NW 10^th Ave, Suite 306

Portland, OR 97209

May 7, 2019

To the Managers:

We are acting as counsel to Building Bits Properties I, LLC (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A, as amended by pre-qualification and post-qualification amendments. The offering statement previously covered the contemplated sale of up to $2,121,116 of Class Xfinity-Williamsport.PA Common Bits, up to $4,150,125 of Class AT&T-Maplewood.MN Common Bits, and up to $4,090,500 of Class Verizon-Easley.SC Common Bits. Through post-qualification amendment, the offering statement additionally covers the contemplated sale of up to $1,400,781 of Class SouthStar-VillePlatte.LA Common and Preferred Bits and up to $696,000 of Class Scooter-KansasCity.MO Common and Preferred Bits.

In connection with the opinion contained herein, we have examined the offering statement, the certificate of formation, operating agreement and Bit Designations, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. 

Based upon the foregoing, we are of the opinion that the various classes of Common Bits bearing the designations identified above sold pursuant to the offering statement will be duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid and non-assessable. No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

We further consent to the use of this opinion as an exhibit to the offering statement. 

Yours truly,

CrowdCheck Law LLP

By: Andrew Stephenson, Partner

EX1A-13 TST WTRS

Exhibit 13.11

EX1A-13 TST WTRS

Exhibit 13.12