RENT TO EARN AGREEMENT

Effective: June 5, 2020

Thank you for joining Rhove!  Rhove provides property owners with a platform, accessible through the Rhove website and Rhove mobile application (the “Rhove App”), to provide certain economic incentives to eligible renters with a goal of increasing renter retention at participating properties and encouraging renter savings.

Rhove currently provides two available categories of service through its platform: Rent Rewards and Rentership.  By signing up for the Rhove App, the user (“you”, “your” or “Eligible Renter”) accepts and agrees to the terms and conditions of this agreement (this “Agreement”) with Roost Enterprises Inc., Delaware corporation (“our”, “Rhove”, “us” or “we”), and the terms and conditions of the Rent Rewards Program, and the Rentership Program if applicable.

When you sign up for the Rhove App and provide information about the Property you rent, Rhove will provide you with information about the programs specifically available at your Property by your Property Owner.

  1. Definitions as used in this Agreement

    1. Rhove: Roost Enterprises, Inc. d.b.a. Rhove.

    2. Eligible Renter: (i) any party obligated to pay rent pursuant to a rental agreement with Property Owner (defined below); (ii) who is a registered user of the Rhove App; and (iii) who has accepted the terms and conditions of this Agreement

    3. Property Owner: The owner of a Property that has (i) entered into a Master Services Agreement (“MSA”) with Rhove, and (ii) made the Rent Rewards Program (and in some instances the Rentership Program) available to Eligible Renters.

    4. Lease Agreement: The lease or rental agreement for the use of the Property between Eligible Renter and the Property Owner that obligates Eligible Renter to make monthly payments.

    5. Qualified Lease: Unless otherwise agreed to by the Property Owner, a Qualified Lease is a Lease Agreement that has a term equal to or greater than 12 months (330 or more days).

    6. FBO Account: The account set up pursuant to a separate Fiduciary Deposit Account Agreement between Rhove and Eligible Renter, the terms and obligations of which are incorporated by reference, whereby Rhove will set up a For Benefit of Account (“FBO Account”) with Evolve Bank & Trust for the benefit of Eligible Renter.

    7. Rent Rewards: The Rent Rewards Program (or “Rent Rewards”) is a matching rewards savings program provided to Eligible Renters, to incentivize renter retention and lower turnover cost. Property Owner may provide the Rent Rewards Program to Eligible Renters pursuant to the terms described herein.

    8. Rentership: The Rentership Program (or “Rentership”) is a program provided to Eligible Renters by participating Property Owners.

    9. Rentership Units (RNT): Rentership Units (or “RNT”)

  2. Terms of Service. The Terms of Service agreed to between Rhove and Eligible Renter through Eligible Renter’s use of the Rhove App are incorporated herein by reference. To the extent there is conflict between the Terms of Service and this Agreement, the Terms of Service shall control. Eligible Renter hereby acknowledges that it has reviewed the Terms of Service and policies referenced therein prior to executing this Agreement.

  3. Eligibility. Unless otherwise agreed to by the Property Owner, eligibility for Rent Rewards requires that the Eligible Renter has a Qualified Lease with the Property Owner and that the Eligible Renter is current on all rent payments per their Qualified Lease.

  4. Rent Rewards Monthly Match. Except as otherwise provided herein or in the Fiduciary Deposit Account Agreement, if the Eligible Renter deposits an amount equal to or greater than 2.5% of the Eligible Renter’s monthly rent payment in an FBO Account with Rhove, the Property Owner will also match the 2.5% deposit of the Eligible Renter (“Cash Match”). The Property Owner Cash Match will be held in a Custodial Account until vested as provided below. Upon vesting, such amounts shall be transferred into the Eligible Renter’s FBO account.

  5. Vesting Schedule and Conditions.

    1. Initial Term Vesting. During the first twelve (12) months of your qualification as an Eligible Renter participating in Rent Rewards, and except as otherwise provided in Section 5.b. below, the Cash Match is not vested, meaning Rhove will not transfer any amount of the Cash Match from a Custody Account to your FBO Account, until you sign or renew a subsequent Qualified Lease. If you do not renew your Qualified Lease within 30 days of the expiration of the initial lease term, then you forfeit the unvested Cash Match and the unvested Cash Match will remain in the Property Owner’s Custody Account. If you renew a Qualified Lease within 30 days of the expiration of its previous lease term, the Cash Match is vested, meaning you have full right and title to 100% of the Cash Match, which will be transferred from the Property Owner’s Custody Account to your FBO Account beginning on the next month following the Qualified Lease renewal and on a monthly basis thereafter provided you continue to qualify for such Cash Match, subject to any applicable Vesting Schedule included in Exhibit A or Exhibit B.

    2. Acceleration. In the event Property Owner sells or disposes of a Property covered by this Agreement, any unvested Cash Match shall be immediately vested and transferred to your FBO Account. Similarly, upon termination of this Agreement by Property Owner for any reason, all unvested Cash Match shall be immediately vested and transferred to your FBO Account.

    3. Exception for Network Properties. If you do not renew your Qualified Lease with the Property Owner after the expiration of its term, Rhove and the Property Owner agree that the Rhove Participant’s Vesting Schedule will be deemed satisfied if you (i) provided the Property Owner with 30 days’ notice of lease termination and such lease was not in default; and (ii) you sign a new Qualified Lease agreement with another property that is both owned by the Property Owner and participating in Rent Rewards.

  6. Access to Funds. You shall have immediate access to and use of any funds that are deposited by the Eligible Renter in the FBO Account in addition any vested funds placed in the FBO Account.

  7. Vesting Savings Match Forfeit. If, after becoming Rent Rewards enrolled, Eligible Renter does not a) sign or renew a Qualified Lease at the Property, or b) maintain residency at the Property for 24 consecutive months after enrollment, then Eligible Renter forfeits any matching funds that have not yet been disbursed to Eligible Renter’s FBO Account according to the Vesting Schedule.

  8. Roommates. If an Eligible Renter has one or more roommates that have signed a lease with the Eligible Renter and Property Owner, then the Property Owner’s match will be determined based on a pro rata share of the applicable rental rate.

  9. Rentership

    1. Rentership Participation Pool. By electing to participate in Rhove’s Rentership program, Property Owner allocates a percentage of each Property’s sale value (as listed for each participating Property in the Rhove App) as a "Rentership Participation Pool". The Rentership Participation Pool shall be measured in units ("Rentership Units"), with each Rentership Unit assigned a value of $1.00/unit.

    2. Award of Rentership Units. By purchasing Rentership Units (RNT) you elect to participate in the Rentership program available at your Property. In connection with each payment, you will receive an award of Rentership Units in the Property in which you reside. The maximum number of Rentership Units awarded per Property shall not exceed the size of the Rentership Participation Pool for that Property.

    3. Ledger Management. Rhove shall manage a ledger of the Rentership Participation Pool that indicates for each Property (i) the size of the Rentership Participation Pool, and (ii) the amount of Rentership Units awarded to you.

    4. Economic Rights of Rentership Units. Upon award of Rentership Units, Property Owner commits to make the following payments as a rebate on prior rent payments made by you:

      1. RNT Return. Each Rentership Unit shall entitle you to receive a payment calculated at the applicable annual rate identified in the Rhove App for the applicable Property, which shall be payable in no less than four (4) quarterly payments, subject to available funds in the Custody Account.

      2. Capital Event Payment. Upon the occurrence of a Capital Event (as defined below), Property Owner shall pay an amount equal to the Capital Event Proceeds multiplied by the Rentership Pool Participation Percentage ("Capital Event Payment"). Such payment will be made at or immediately prior to a closing of the Capital Event, and Rhove will transfer your pro rata portion of the Capital Event Payment to your FBO Accounts based on the number of Rentership Units outstanding. Upon making full payment of the Capital Event Payment, as well as any unpaid balance of interest or other fees hereunder, the associated Rentership Units shall be deemed retired and fully satisfied.

      3. Definitions.

        1. "Capital Event" means any sale or other disposition of the Property, or any refinancing of existing indebtedness on the Property that results in a distribution of cash proceeds to the equity owners of the Property pursuant to the governance documents of the Property.

        2. "Capital Event Proceeds" means Sale Proceeds, in the event of a sale or other disposition of the Property, or the Redemption Amount in the event of a refinancing.

        3. "Sale Proceeds" means cash proceeds received by Property Owner or its direct or indirect owners as a result of a sale or other disposition of the Property, net of payment of transaction costs incurred in connection with such event, and payment of all principal and interest and all other sums paid on or with respect to any indebtedness of the Property.

        4. "Redemption Amount" means the amount of net cash proceeds that Property Owner or its direct or indirect owners would have received had they sold the Property for fair market value determined by the third party appraisal used by the financing institution involved in the refinancing.  If no such appraisal exists, then Property Owner will obtain one using a qualified third party appraiser reasonably acceptable to Rhove.

    5. Nature of Obligation. The Parties agree that the economic rights of the awarded Rentership Units shall be an unsecured obligation owed by Property Owner to you. Rhove’s service is intended to track these obligations through its ledger and facilitate payment by Property Owner and distribution of funds paid by Property Owner. Under no circumstances shall Rhove be liable for payment to you of any obligations owed by Property Owner, except to the extent of proceeds actually funded by Property Owner to its Custody Account.

  10. Rent Rewards Fees. At this time, Rhove does not charge any fees to Eligible Renters participating only in the Rent Rewards Program.

  11. Rentership Transaction Fees. For each RNT purchase, Rhove will charge a transaction fee of $0.99 or 1.99%, whichever is greater. Transaction fees will be paid by you at the time of RNT purchase. Rhove reserves the right to change the fees charged to Eligible Renters, or impose additional fees, on a going-forward basis by providing you with 30 days advance notice, and where such fees are allowed by law.

  12. Cancellation. This Agreement may be cancelled by either you or Rhove at any time. A notice of cancellation must be sent in writing to the either party with 30 days advance notice before the cancellation shall take effect.

  13. Limitation of Rhove Liability. Rhove is not responsible or liable for Property Owner’s failure to make payments in accordance with the Rent Rewards Program or Rentership Program. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NO OTHER REPRESENTATIONS AND WARRANTIES ARE GIVEN BY RHOVE AND THE SERVICES AND PLATFORM PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, RHOVE MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. Rhove will not be responsible for, nor liable hereunder in connection with, any failure in Rhove’s services to the extent resulting directly from:  (a) any data or other content provided by you or by Property Owner or any of its agents; (b) your or the Property Owner’s negligent acts; (c) telecommunications or equipment failures outside of Rhove’s facilities and reasonable control; (d) scheduled maintenance; (e) unauthorized access, breach of firewalls or other hacking by third parties of the systems of Rhove’s banking partners; or (f) any act or omission by Property Owner with respect to any user data. In no event shall Rhove’s aggregate liability arising from or relating to this Agreement exceed the amount paid and/or payable by you to Rhove in the twelve (12) month period immediately preceding the event giving rise to such liability. In no event shall Rhove be liable to you for any indirect, punitive, special, exemplary, incidental, or consequential damages (including damages relating to loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this Agreement, even if Rhove has been previously advised of the possibility of such damages.

  14. Disclaimer. Rhove’s service provides a platform to facilitate Property Owner’s provision of economic incentives to Eligible Renters under the terms of Qualified Lease. Both Rent Rewards and Rentership Payments (where applicable) should be treated as rebates on rental amounts previously paid by you to Property Owner. Your participation in the Rhove App is not an investment, does not provide you with any ownership interest in any Property, and does not constitute an offer to buy or sell securities. Rhove is not a landlord, real estate broker, mortgage broker or mortgage lender, broker-dealer, investment advisor, or holder of customer funds or other property. For further clarification, Rhove is not a registered broker-dealer or registered investment advisor and cannot offer investment advice or enter into any of the aforementioned relationships with Eligible Renters. By agreeing to these terms, no landlord-tenant relationship, lender relationship, brokerage relationship, advisory relationship or any similar agency or fiduciary relationship is intended to be or shall be deemed to have been created between Rhove and you. Rhove makes no representations, warranties, or guarantees of any kind that are not expressly contained herein.

  15. Customer Support and Complaints. If you have any questions about this Agreement, or need customer support, please contact us at hello@rhove.com or call us at 614-321-2421. Bank services are provided through our banking software provider, Synapse. To report a complaint relating to the bank services, email help@synapsefi.com.

  16. Termination.

    1. Termination Upon Cessation of the MSA. Rent Rewards at the Property will terminate upon the cessation of the MSA between Rhove and the Property Owner.

    2. Termination Upon Change of Control. Rent Rewards at the Property will terminate upon an acquisition or change of control of the property or Property Owner, whether by operation of law or otherwise. An acquisition, assignment or transfer includes a change of control of the Property Owner.

    3. Notice. Rhove will notify you immediately of termination of Rent Rewards and/or Rentership at the property for any reason.

    4. Immediate Vesting. Upon termination, Eligible Renters that have earned match savings from the Property Owner will immediately vest their matched savings, regardless of the lease renewal vesting schedule. The match savings earned by Eligible Renters will be transferred by Rhove from the Property Owner’s Custody Account to Eligible Renters that have earned match savings up to the date of termination.

    5. Future Match Obligations. Upon termination for any reason, neither the Property Owner or Rhove will be obligated to make future match contributions to Eligible Renter under this Agreement.

    6. Survival. Payment obligations associated with awarded Rentership Units, if applicable, as well as other payment obligations accruing prior to the effective date of termination, shall survive termination for any reason and such amounts shall remain payable in accordance with the terms of this Agreement.

  17. Controlling Law and Jurisdiction.

    1. Choice of Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Ohio, and shall be interpreted in all respects as a Ohio contract. Any dispute, controversy, claim or action arising from or related this Agreement likewise shall be governed by the laws of Ohio, exclusive of choice-of-law principles.

    2. Arbitration: In the event of a dispute between the Parties arising out of or relating in any way to this Agreement, such dispute shall be submitted to the American Arbitration Association and shall be resolved by means of arbitration by a single arbitrator.

      1. Arbitration shall be limited solely to deciding the merits of any controversy or dispute relating to the Agreement. Such arbitration shall be pursuant to the International Dispute Resolution Procedures of the American Arbitration Association and shall be conducted in Franklin County, Ohio, or such other location as the Parties may select by mutual agreement. The language of the arbitration shall be English.

      2. The arbitrators shall issue a reasoned award, and it shall be final and binding upon the Parties and not subject to further appeal. The arbitrators shall be empowered to award money damages but may not award consequential, incidental, exemplary or punitive damages or order specific performance.

      3. The Parties hereby consent to the nonexclusive jurisdiction of the state and federal courts of Franklin County, Ohio, United States, for the enforcement of any arbitration award.

    3. Class Action Waiver: You and Rhove agree that any party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No class arbitration is permitted, and no arbitrator may consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one Rhove user cannot and may not affect any other Rhove users.

  18. Amendments: This Agreement, as amended, changed or updated, constitute a binding contract between Rhove and you. We will notify you of any amendments, changes or updates. Your non-termination or continued use of the Services after the effective date of any amendments, changes, or updates constitutes your acceptance of the Agreement, as modified by such amendments, changes, or updates. You are responsible for regularly reviewing the Agreement. You can review the most current version of the Agreement at any time at https://rhove.com/rent-to-earn-agreement/. If you do not wish to be bound by this Agreement, please do not access or use any part of the Rhove App.

Exhibit A

Standard Vesting Schedule

  1. Renter’s Deposits. The amount deposited directly from the Renter into their FBO Account is always available for withdrawal.

  2. Standard Vesting Status Levels and Advancement. Upon Rent Rewards enrollment, unless otherwise agreed to by the Property, Renter will begin in Level 1 Vesting Status and advance to the next level vesting status after Renter renews a Qualifying Lease Agreement.

    1. Level 1 Vesting Status: 0% of Property Owner’s monthly match will be available for immediate withdrawal each month. The remaining 100% of Property Owner’s monthly match will vest and be disbursed to the Renter’s FBO Account once Renter earns the next level of vesting status and continues to be Rent Rewards Enrolled for at least one month after advancing to the next level of vesting status.

    2. Level 2 Vesting Status: 100% of Property Owner’s match will vest each month and be disbursed to Renter’s FBO Account.

Exhibit B

Legacy Vesting Schedules

  1. Legacy Vesting Levels and Advancement. If a Legacy Vesting Schedule is applicable at the Property, Renter will be notified of their applicable Legacy Vesting Schedule. The Legacy Vesting Schedule will be agreed to between Rhove and the Property and included in the associated Master Services Agreement. Upon Rent Rewards enrollment, Renter will begin in the vesting status level specified in the Legacy Vesting Schedule that is disclosed to Renter during or before enrollment. Renter will advance to the next level vesting status after Renter renews a Qualifying Lease Agreement in accordance with the applicable Legacy Vesting Schedule.

  2. Legacy Vesting Schedule. Upon Rent Rewards enrollment, Renter will begin in Level 1 Legacy Vesting Status and advance to Level 2 Legacy Vesting Status once Renter meets the Vesting Advancement qualifications. Following Level 2 Legacy Vesting Status, Renter will advance to Level 3 Legacy Vesting Status once Renter meets the Vesting Advancement qualifications.

    1. Level 1 Legacy Vesting Status: 0% of Property Owner’s monthly match will be available for immediate withdrawal each month. The remaining 100% of Property Owner’s monthly match will vest and be disbursed to Renter’s FBO Account once Renter earns the next level of vesting status and continues to be Rent Rewards Enrolled for at least one month after advancing to the next level of vesting status.

    2. Level 2 Legacy Vesting Status: 50% of Property Owner’s monthly match will be available for immediate withdrawal each month. The remaining 100% of Property Owner’s monthly match will vest and be disbursed to Renter’s FBO Account once Renter earns the next level of vesting status and continues to be Rent Rewards Enrolled for at least one month after advancing to the next level of vesting status.

    3. Level 3 Legacy Vesting Status: 100% of Property Owner’s match will vest each month and be disbursed to Renter’s FBO Account

  3. Properties With Legacy Vesting. Legacy Vesting Schedule applies to properties owned by Borror Properties and Four Point.