EFTA01374647

PIPELINE: 360 HUGU Residential Development Number of Stories: Units/Square Feet: Occupancy: Investment Vehicle: No0111110' 28 280/23,752 square feet retail and ancillary N/A (under construction) RXR NY Metro Emerging Sub-Market Venture Investment Date: March 2017 Anticip. Development Budget: $142.0 million Ownership by Affiliates of RXR: 87.2%1 ALE NY - . '•-. . ,1,• IIIiiirton• • Investment Overview Value Creation Opportunity • RXR NY Metro Emerging Sub-Market Venture, together with co-investors, formed a joint venture with the existing land owner to develop 360 Huguenot (tilde 587 Main Street), a mixed-use development located in downtown New Rochelle, NY in Westchester County RXR NY Metro Emerging Sub-Market Venture and co-investors contributed all equity required for the development of the project, while the land owner contributed the land at a $3.2 million valuation (with increases in the land valuation after certain retum hurdles we achieved) • 360 Huguenot is located blocks from the New Rochelle train station in Westchester County, NY, a community in which the fund has also been designated as master developer The community is benefitting from revitalization and is already the site of new boutiques, restaurants and other amenities The 28-story tower commands excellent views of the Long Island Sound, downtown New Rochelle and the New York City skyline Impact Investment: Building affordable housing to key members of the workforce, for young professionals and aging empty-nesters, encouraging critical populations to remain in the suburbs, in housing that is a fraction of the New York City equivalent Newly 80% of construction workforce consists of minority racial and ethnic groups RXR contributed a new arts and cultural facility valued at $1.7 million to the city Fair share mitigation payments to the city's school district total $489,000 Project replaces a previously abandoned movie theater; however, the historic facade has been restored at the JVs expense Community benefit bonus: contributed a 10.000 square foot black box theater space at no cost to the city to manage Five local firms received contracts in connection with the project at a value of $38 million • The business plan is to develop the project into a 280-unit residential tower that includes an on-site parking structure with 294 parking spaces and approximately 16.300 square feet of retail space • Construction is on schedule with first TCO anticipated in O2 2019 and final construction completion anticipated in O3 2019 • Lease-up is anticipated to commence in O2 2019 with stabilization anticipated in O2 2020 Capitalization • 360 Huguenot has a construction loan for up to $78.5 million, for a term of 42 months with one 1-year extension option, bearing interest at a rate of 1- month LIBOR+4.0% The property has purchased UBOR caps with a strike rate of 3.0% for the initial term of the loan • In February 2019, the RXR NY Metro Emerging Sub-Market Venture received approval from its advisory committee to sell the property to the RXR Qualified Opportunity Zone Fund in accordance with the process set forth in Section X — Summary of Principal Terms — Purchase Transaction with Affiliates" of the Private Placement Memorandum. The foregoing transaction shall require no further approval of the Advisory Committee of the Fund or any Investor Member. 1. Includes equity ownership held by RXR NY Metro Emerging Sub-Market Venture and co-investment from limited partners of such fund. The Fund intends to acquire the property in accordance with the process set forth in Section X - Summary of Principal Terms - Purchase Transactions with Affiliates' M this Memorandum. There is no guarantee that the Fund will be able to execute such investment. or identify or execute similar or substantially sender investments successfully, even though such investments may be approved by the advisory committee of the selling fund. no' Is there a guarantee that such investments wil be profitable. Picture is a rendering. RXR 41 of 75 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0069440 SDNY_GM_002 15624 EFTA01374647