RXR Qualified Opportunity Zone Fund Disclaimer & Cautionary Statements THIS PRESENTATION (THIS 'PRESENTATION") IS BEING FURNISHED TO YOU ON A CONFIDENTIAL BASIS TO PROVIDE INFORMATION FOR THE PURPOSE OF EVALUATING A POSSIBLE INVESTMENT IN THE FUND (AS HEREINAFTER DEFINED) AND MAY NOT BE USED FOR ANY OTHER PURPOSE. THIS PRESENTATION MAY NOT BE DISTRIBUTED TO ANY OTHER PERSON OR THE PUBLIC GENERALLY. THE STATEMENTS IN THIS PRESENTATION ARE NOT INTENDED TO BE COMPLETE OR FINAL AND ME QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE LIMITED LIABILITY COMPANY AGREEMENTS OF THE PARALLEL LLCs AND THE SUBSCRIPTION AGREEMENT RELATED THERETO (THE "OPERATIVE DOCUMENTS"). IN THE EVENT THAT THE DESCRIPTIONS OR TERMS DESCRIBED HEREIN ME INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS IN OR TERMS OF THE OPERATIVE DOCUMENTS, THE OPERATIVE DOCUMENTS SHALL CONTROL ANY REPRODUCTION OR DISSEMINATION OF THE INFORMATION CONTAINED IN THIS PRESENTATION, IN WHOLE OR IN PART, IS PROHIBITED. NOTWITHSTANDING THE FOREGOING, ANY RECIPIENT (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OR DESIGNEE OF SUCH RECIPIENT) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF (I) THE FUND AND (II) ANY TRANSACTIONS DESCRIBED HEREIN, AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO THE RECIPIENT RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE. BY ACCEPTING DELIVERY OF THESE MATERIALS, EACH RECIPIENT HEREOF AGREES TO THE FOREGOING. THE LIMITED LIABIUTY COMPANY INTERESTS ("LLC INTERESTS") DESCRIBED HEREIN HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE OR FEDERAL SECURITIES REGULATORY AUTHORITY OR BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC'), OR BY ANY REGULATOR OUTSIDE THE UNITED STATES, NOR HAS ANY AUTHORITY OR COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOUCITATION OF AN OFFER TO