AGREEMENT GOVERNING ALL NOTES AND NOTE PURCHASES

Securities Agreement

The following terms constitute a binding agreement ("Agreement") between you and Groundfloor Properties GA, LLC, a Georgia Limited Liability Company ("Groundfloor Properties GA", "we", or "us"). This Agreement will govern all purchases of Notes that you make from us. Please read this Agreement and the Offering Memorandum carefully and print and retain a copy of these documents for your records. We have elected to use the Groundfloor.us web platform (“Groundfloor Platform” or “Platform”) to facilitate the marketing and purchase of Notes. Please read the Groundfloor Platform Terms of Service available on the Groundfoor.us website. In receiving this Agreement and submitting your purchase order through the Groundfloor Platform, you agree to the following terms, agree to transact business with us and receive communications relating to the Notes electronically, and agree to have any dispute with us resolved by binding arbitration.

Groundfloor Properties GA has filed with the Georgia Secretary of State, Securities Division, a notice filing on Form GA-1 ("Notice Filing") to perfect an offering and sale of Notes issued by Groundfloor Properties GA pursuant to the Invest Georgia Exemption (Rule 590-4-2-.08; Georgia Secretary of State). The Notes are offered and will be sold solely within the State of Georgia. The Notice Filing was made on September 4, 2013. The Invest Georgia Exemption requires us to make appropriate disclosures to investors. This Agreement will be provided to you along with an Offering Memorandum, which summarizes the offering and the general business and processes of Groundfloor Properties GA. You acknowledge that you are a resident of Georgia. You acknowledge that this Securities Agreement, along with the Offering Memorandum, has been delivered to you via the Platform, and that you have read and understood it.

In consideration of the covenants, agreements, representations and warranties hereinafter set forth, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:

Disclosures

Preamble. This document details important information you should consider before deciding to purchase any securities offered to you. The issuer making this offering is Groundfloor Properties GA LLC (“Groundfloor Properties GA”, “we”, or “us”). We are a Georgia Limited Liability Company located at 3355 Lenox Road, Suite 750, Atlanta GA 30326.

Offering is Not Registered. The securities being offered have not been registered with the Securities Exchange Commission or the Georgia Secretary of State’s Securities Division. These securities are being offered pursuant to the Invest Georgia Exemption (Rule 590-4-2-.08; Georgia Secretary of State). This offering and any documents connected with this offering have not been filed with, or reviewed by, state or federal regulators. No government authority has expressed an opinion on the merits of this offering.

Offer is made to Georgia Residents Only. Because this offering is made pursuant to the Invest Georgia Exemption, only residents of Georgia may participate in this offering. No offer or solicitation is being made to anyone who is not a resident of Georgia. Anyone who participates in this offering represents and warrants that they are a resident of Georgia.

Limitations on Investment. No single purchaser may purchase more than $10,000 of securities unless the purchaser is an Accredited Investor. An Accredited Investor must meet certain income or net-worth requirements. Generally, an Accredited Investor must have income over $200,000 or a net worth over $1,000,000, excluding the value of that individual’s primary residence. If you feel you qualify as an Accredited Investor, please contact us.

Restrictions on Transferability. Any securities offered are subject to limitations on transferability pursuant to Securities Exchange Commission Rule 147(e) (17 C.F.R. 230.147(e)). Generally, the securities being offered are meant to be held to maturity. No secondary market exists for these securities and we do not plan on creating a secondary market. If you intend to transfer or resell securities you purchase, the provisions of Rule 147(e) require you to hold those securities for a specific period of time. Any transfers you do make may only be made to residents of Georgia. We cannot provide guidance in this case and you should consult an independent investment professional.

Investments are Risky. All investments carry the risk of loss. While we make every reasonable effort to ensure we have made accurate representations, there is always a chance we will default on our obligations. On the Platform, we have provided and will continue to provide important information on the Notes we offer and the assets that underlie those Notes. We encourage you read that information and ask us any questions you might have. If you cannot bear the risk of loss of your entire investment, you should not invest.

1. Purchase of Notes

Subject to the terms and conditions of this Agreement, we will provide you the opportunity through the Groundfloor web platform:

To review details of our business and current projects, where the information and frequency of updates is at our discretion;
To purchase Notes with minimum denominations of $10;
To receive coupon payments per Note, at a frequency described in the Note, for the term of the Notes, subject to our right to call the Notes; and
To receive back the principal amount of the Notes you purchased upon maturity of the term of the Notes or when the Notes are called by us.

The purchase price for any Notes available for purchase through the Platform will equal 100% of the principal amount of the Notes that you decide to purchase. The Notes, and your rights as an investor in the Notes, are at all times subject to this Agreement, which will also be available on the Platform for your reference and review.

You must commit to purchase a Note through the Platform. Notes are issued in electronic form on the Platform, and you will not receive a physical instrument. Instead, the Notes you have purchased are visible through your account on the Platform. There, you can view the number of Notes you own, as well as other details, such as the coupon amount and coupon payment date. At the time you commit to purchase a Note you must have sufficient funds in your bank account or Investor Account to complete the purchase, and delivery of the Notes to your account on the Platform is subject to the successful receipt of the purchase amount by us. You consent to use the ACH funds transfer service provided by a third party electronic funds transfer company contracted by the Groundfloor Platform. The ACH funds transfer service allows you to pay for the Notes using your bank account information. You are limited to the funds transfer and payment options available on the Platform. It includes ACH funds transfer from banks, but we may elect to provide other options such as PayPal. Payment processing will be handled by the third party electronic funds transfer company contracted by the Platform. You will input the necessary information for purchase payment through your account on the Platform. Please see the Groundfloor Platform Terms of Service for additional information on funds transfer services. Once you purchase a Note and it has been delivered to your account, the purchase is irrevocable.

2. Issuance

When you purchase a Note, it will be issued and delivered into your account on the Platform three business days following receipt of the purchase amount. You will be notified once we are able to accept purchases. Upon such notification, all investors will have three days to complete their purchases. If you purchase Notes but an insufficient number of Notes are sold such that we are unable to fund the offering amount, no purchase of Notes will be deemed to have been made and the purchase amount will be refunded to you in three business days. We are offering Notes beginning on the effective date of the Notice Filing, as stated in this Agreement and the Offering Memorandum, up to a termination date selected by us. We reserve the right to terminate the offering at any point in between. Notice of termination will be provided via electronic communication or the Platform.

3. Terms of the Notes

The Notes shall have the terms and conditions described in this Agreement, and the Offering Memorandum, which together make a complete and final description of the rights and obligations that come with the Notes. These documents will always be available for you to review on the Platform.

General Features. We are offering Notes in $10 face denominations. Notes are debt obligations of Groundfloor Properties GA. By purchasing notes, you become a creditor to Groundfloor Properties GA and we become a debtor to you. We are obligated to pay you the agreed upon coupon payment. Upon expiration of the term of the Notes, or upon exercising our right to call the Notes, we are obligated to return the face value to you, plus any coupon payment or special coupon payment owed.

Electronic. The Notes are held in electronic form. There is no physical certificate to represent the Note. The Notes you own are electronically represented in your account on the Platform. You will pay for the Notes via the ACH funds transfer service contracted by the Groundfloor Platform to facilitate funds transfer. Coupon payments and principal payments will be made through the same funds transfer service. Please see the Groundfloor Platform Terms of Service. We will not make coupon or principal payments by cash or check. We will only make coupon and principal payments via funds transfer service on the Platform.

Pledging (Pre-Ordering). We allow investors to reserve a spot to purchase our Notes through Pledges, which we also call Pre-Orders. These are revocable expressions of interest. When you Pledge or Pre-Order, you tell us that you would like to purchase a given quantity of Notes, and we tell you what rate you will receive. Pre-Ordering is like taking a place in line, and we use Pre-Ordering to ensure our offering is fully subscribed before we begin taking payments for Notes.

Interest Rate. Generally, the posted interested rate is the interest rate all investors will receive. For some Notes, the interest rate you will receive on your Notes may be different from the rate other investors receive depending on when you Pledge to purchase your Notes. Those who Pledge earlier may receive the highest rates of return. When you Pledge you will immediately see what interest rate your Notes will return. This is the interest rate used to determine your coupon payment. Interest rates are represented on an annual basis. Please see your Order / Activity information on the Groundfloor Platform for further details.

Closing Date. The Notes are transferred to your account when you purchase them. However, for purposes of accruing interest and determining maturity, we use the Closing Date. This could be a date that is different from the date you purchase your Notes. The Closing Date might be different because we must complete purchases for many other investors, and this can take time. When all investors have completed their purchase of Notes, the Closing Date is set as the day that immediately follows. You will be notified as to the Closing Date soon after you complete your purchase of Notes and once all other investors have completed their purchases. Where interest accrues immediately upon purchase, you will be notified if this is the case.

Coupon. The coupon payment represents the annual interest we will pay to you on the money you give us. It is calculated by multiplying your interest rate by the principal amount you invest. Some Notes may have a coupon that varies depending on when you decided to buy Notes on the Platform. Please see the Interest Rate section above. Coupon payment frequency can vary from project to project and may be monthly, quarterly, semi-annual, or annual. The exact frequency of coupon payments for a given project will be disclosed and described to you on the Platform. The final coupon payment is paid either at maturity or when the Notes are called, whichever comes first. The starting date from which the coupon payment frequency is calculated is the Closing Date. If the Note is called, your coupon payment will be calculated as the number of days from the Closing Date to the call date, divided by 365 days and multiplied by the interest rate. Notice will be given to you via the Platform as to the date of the coupon payment. Interest owed to you will begin accruing on the Closing Date. The coupon payment will be deposited directly to your bank account via the same ACH funds transfer service used to purchase the Notes, which is managed through your account on the Platform.

Term. The Notes have a term ranging from six months to five years, beginning on the Closing Date, as defined in this Agreement. The exact term of the Notes for a given project will be disclosed and described to you on the Platform.

Callable. The Notes are callable. This means that, at our discretion, we have the right to redeem the Notes, paying you the face value and any interest accrued at the date of the call but not yet paid. Interest accrued is always calculated from the Closing Date. The Notes do not carry any call protection. This means we may exercise our right to call the notes at any time once issued. If the Notes are called, the principal and any interest accrued at the date of the call will be paid to your account via the Platform’s ACH funds transfer service. If the Notes are called, your coupon payment will be calculated as the number of days from the Closing Date to the call date, divided by 365 days and multiplied by the interest rate. Notice of a call will be given electronically, or via the Platform, one month prior to the effective date of the call. Generally, we refer to a call as "repayment" of the Note.

Secured. Groundfloor Properties GA is secured in the underlying property it finances through the sale of these Notes. The security interest may be a first lien, or it may be subordinated. We represent that we will act in your best interests as a secured party, to the best of our ability. With the purchase of these Notes, you are given a limited security interest in the Loan Agreement that corresponds to the Note you purchased and is held by Groundfloor Properties GA, LLC. The sole assets of Groundfloor Properties GA are the loan obligations it executes with borrowers it finances to develop real estate.

No Guarantee of Repayment. A security interest is not a guarantee of repayment. Neither we nor you are fully protected if the borrower defaults. If the borrower defaults on its obligation to us and, as a result, we default on our obligation to you, the limited security interest you have in the underlying Loan Agreement does not protect you from losing the principal you have invested or forgoing the interest you are owed. The security interest you have is solely designed to give you the benefit of any recovery we are able to make from a defaulting borrower. It should not be considered a guarantee or warranty of any kind.

Transferability. Notes must stay in your account on the Platform, and cannot be resold or transferred to others. There are important restrictions on transferability. Generally, any securities offered are subject to limitations on transferability pursuant to Securities Exchange Commission Rule 147(e) (17 C.F.R. 230.147(e)). Generally, the securities being offered are meant to be held to maturity. No secondary market exists for these securities and we do not plan on creating a secondary market. If you intend to transfer or resell securities you purchase, the provisions of Rule 147(e) require you to hold those securities for a specific period of time. We cannot provide guidance in this case and you should consult an independent investment professional. We are not obligated to assist you in reselling or transferring Notes. Any effort to resell or transfer the Notes you own will be at your expense.

Special Coupon. There is no special coupon for these Notes. Notes will pay one normal coupon at maturity. Please see Coupon section above.

Redemption. Upon maturity of the term of the Notes, we will redeem the Notes and return the principal amount of the Notes you have purchased and currently hold in your account. Redemption will begin on the day of maturity. Return of principal, along with any coupon or Special Coupon to be paid, will occur three business days after maturity and redemption.

Notes May Lose Value. The Notes you purchase are not guaranteed investments. They represent a claim on the repayment and interest of a loan that we will issue to a borrower. If the borrower defaults on its loan to us, we may not be able to repay the Note you hold. Because of our loan agreement with the borrower, we have the authority to attempt to resolve the default, and in extreme cases foreclose on the underlying asset the borrower has pledged as collateral for its loan. Depending on our ability to resolve the default or dispose of the underlying asset, we may only be able to return a portion of the amount you have invested. In some cases, you may lose the entire value of your investment. If the borrower meets its entire obligation, we will be able to return the full amount of your investment plus interest owed.

4. Offering Memorandum

Notes are issued pursuant to this Agreement and the Offering Memorandum. These documents together govern the Notes, your rights, and our obligations. You acknowledge that you have read and understood both documents, along with any information we have posted on the Groundfloor Platform. Information on the Platform may be material, and all information posted on the Platform in relation to an offering of Notes by us should be considered before you make an investment decision. Please see complete project details on the Platform.

5. Default

The Notes we issue are dependent on payments we receive from loans we give to borrowers. If a borrower fails to meet its obligations under the loan agreement we have with it, that borrower will be in default. It is our responsibility to resolve the default condition so the borrower can continue paying its loan and we may continue paying the Notes we issue to you. In some circumstances, the borrower can default on its loan and we cannot resolve the situation. In those circumstances, we will act on our lien and foreclose on the property. Our goal at that point will be to dispose of the asset and recover as much money as possible, distributing what we recover to you in the form of Note repayment. This may be less than what you initially invested (see Notes May Lose Value, above). In attempting to resolve a default scenario, we will make commercially reasonable efforts as the secured party. In the case that Groundfloor Properties GA finds itself in default, we will return what we recover to you, to the extent we recover anything. We are not under any obligation to return the full amount of your investment, but have outlined in this Agreement, processes we have in place to attempt recovery of funds, if such recovery is possible.

6. Relationship with Borrower

You do not have a legal relationship with the borrower and hereby acknowledge this. A borrower who receives a loan from Groundfloor Properties GA only has a legal relationship with us and is obligated only to us. There is no privity of contract between you or the borrower. Groundfloor Properties GA is the only entity you have a legal relationship with and is the only entity with which you have any contractual privity.

7. Relationship with Groundfloor Platform

The Groundfloor Platform (Groundfloor Inc.) has been contracted to help us market and distribute Notes. We will use the Groundfloor Platform to share details of our offering and share our agreements, disclosures, and documentation with you. After you make an account on the Groundfloor Platform, you can learn more about our business and continue to receive updates on our operations. You will purchase Notes through the Platform, and input your account information so interest may be paid and principal returned. The Groundfloor Platform will be the primary means of communication between you and us. All disclosures and necessary communications will be made on the Platform. Groundfloor Inc., the operator of the Groundfloor Platform, is the majority owner of Groundfloor Properties GA, LLC. We are a special purpose vehicle for investment in real estate opportunities. Groundfloor Inc. is not a broker-dealer or investment advisor, and neither are we.

8. Your Covenants and Acknowledgements

You agree that you have no right to, and shall not, make any attempt, directly or through any third party, to participate in the management or otherwise direct Groundfloor Properties GA, LLC. YOU UNDERSTAND AND ACKNOWLEDGE THAT WE MAY DEFAULT ON OUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTS, IF ANY, YOU MAY RECEIVE UNDER THE TERMS OF THE NOTES YOU HOLD, THIS AGREEMENT, AND THE OFFERING MEMORANDUM. You and Groundfloor Properties GA agree that the Notes are intended to be indebtedness of Groundfloor Properties GA for U.S. federal income tax purposes. You agree that you will not take any position inconsistent with such treatment of the Notes for tax, accounting, or other purposes, unless required by law. You acknowledge that you are prepared to bear the risk of loss of your entire purchase price for any Notes you purchase.

9. Your Financial Suitability Acknowledgments, Representations, Warranties, and Covenants.

You represent and warrant that you satisfy the minimum financial suitability standards applicable to the state of Georgia, if any; you represent and warrant that you are able to bear the risk of loss of your entire investment. You agree to provide any additional documentation reasonably requested by us, as may be required by the securities administrators or regulators of Georgia. You understand and acknowledge that the Notes will not be listed on any securities exchange, that there may be no, or only a limited, trading platform for the Notes, that any trading of Notes must be conducted in accordance with federal and applicable state securities laws to the extent such laws permit trading, and that Note purchasers should be prepared to hold the Notes they purchase until the Notes mature or are called.

10. Groundfloor Properties GA, LLC Representations and Warranties

Groundfloor Properties GA represents and warrants to you, as of the date of this Agreement and as of any date that you commit to purchase Notes, that: (a) it is duly organized and is validly existing as a Limited Liability Company in good standing under the laws of Georgia and has corporate power to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed and delivered by Groundfloor Properties GA; (c) the loan we issue to a borrower will be issued through a Loan Agreement that has been duly authorized by Groundfloor Properties GA and constitutes a valid and binding agreement of Groundfloor Properties GA and a borrower, enforceable against said borrower in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws; (d) the Notes have been duly authorized and, following payment of the purchase price by you and electronic execution, authentication and delivery to you, will constitute valid and binding obligations of Groundfloor Properites GA enforceable against us in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws; (e) it has complied in all material respects with applicable federal, state and local laws in connection with the offer and sale of the Notes; and (f) Groundfloor Properties GA has made and will make commercially reasonable efforts to perfect the security interest in its property, as represented in this Agreement.

PAYMENT ON THE NOTES, IF ANY, DEPENDS ENTIRELY ON THE ABILITY OF GROUNDFLOOR PROPERTIES GA TO MEET ITS OBLIGATIONS TO YOU, WHICH IN TURN DEPENDS ON THE PERFORMANCE OF OUR BUSINESS AND THE PERFORMANCE OF LOANS THAT WE ISSUE TO BORROWERS PER OUR BUSINESS PLAN. WE DO NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE PRINCIPAL OR INTEREST YOU EXPECT TO RECEIVE ON ANY NOTE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN. THE AMOUNT YOU RECEIVE ON YOUR NOTE, IF ANY, IS SPECIFICALLY RESTRICTED TO PAYMENTS MADE BY US EQUAL TO THE COUPON PAYMENT WE HAVE AGREED TO AND ANY SPECIAL COUPON THAT MAY BE APPLICABLE, NET OF ANY SERVICE CHARGE FOR FUNDS TRANSFER PER THE GROUNDFLOOR TERMS OF SERVICE. GROUNDFLOOR PROPERITES GA DOES NOT MAKE ANY REPRESENTATIONS AS OUR ABILITY TO PAY.

11. Your Representations and Warranties

You represent and warrant to Groundfloor Properties GA, as of the date of this Agreement and as of any date that you commit to purchase Notes, that: (a) you have the power to enter into and perform your obligations under this Agreement; (b) this Agreement has been duly authorized, executed and delivered by you; (c) you have received the Offering Memorandum and the form of the Note; (d) in connection with this Agreement, you have complied in all material respects with applicable federal, state and local laws; and (e) you have made your decisions in connection with your consideration of any risks which have been disclosed to you and any risks which may not have been disclosed to you but which may nevertheless impact our ability to meet our obligations to you.

12. No Advisory Relationship

You acknowledge and agree that the purchase and sale of the Notes pursuant to this Agreement is an arms-length transaction between you and Groundfloor Properties GA. In connection with the purchase and sale of the Notes, Groundfloor Properties GA is not acting as your agent or fiduciary. We assume no advisory or fiduciary responsibility in your favor in connection with the purchase and sale of the Notes. We have not provided you with any legal, accounting, regulatory or tax advice with respect to the Notes. You have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate.

13. Limitations on Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER REGARDING THE EFFECT THAT THIS AGREEMENT MAY HAVE UPON THE FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY OF THE OTHER.

14. Further Assurances

The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement.

15. Entire Agreement

Except as otherwise expressly provided herein, this Agreement represents the entire agreement between you and Groundfloor Properties GA regarding the subject matter hereof and supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between us.

16. Consent to Electronic Transactions and Disclosures

Because Groundfloor Properties GA is conducting this offering only on the Internet through the Groundfloor web platform, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our giving you certain disclosures electronically, either via the Platform or to the email address you provide to us. By entering into this Agreement, you consent to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating in any way to your or our rights, obligations or services under this Agreement (each, a Disclosure). The decision to do business with us electronically is yours. This document informs you of your rights concerning Disclosures.

Electronic Communications. Any Disclosures will be provided to you electronically through the Groundfloor.us website or via electronic mail to the verified email address you provided. We are not able to provide paper copies of any Disclosures.

Scope of Consent. Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate.

Consenting to Do Business Electronically. Before you decide to do business electronically with us, you should consider whether you have the required hardware and software capabilities described below.

Hardware and Software Requirements. In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, such as Internet Explorer 5.0 or above and Netscape Navigator 6.0 or above, or the equivalent software; and hardware capable of running this software.

How to Contact Us regarding Electronic Disclosures. You can contact Groundfloor Properties GA via email at contact@groundfloor.us or by calling Groundfloor Customer Support at 678-701-1194.

You will keep us and the Groundfloor Platform informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to contact@groundfloor.us or calling Groundfloor Customer Support at 671-701-1194. You also agree to update your registered residence address and telephone number on the Platform if they change.

You will print a copy of this Agreement for your records and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Platform.

17. Notices

All notices, requests, demands, required disclosures and other communications from Groundfloor Properites GA to you will be transmitted to you only by e-mail to the e-mail address you have registered on the Platform or will be posted on the Platform, and shall be deemed to have been duly given and effective upon transmission or posting. All notices, required disclosures and other communications from Groundfloor Inc., the Platform operator under this Agreement, to you will be transmitted to you only by e-mail to the e-mail address you have registered on the Platform. If your registered e-mail address changes, you must notify the Groundfloor Platform promptly by updating your account information on the Platform. You also agree to promptly update your registered residence/mailing address on the Platform if you change your residence. You shall send all notices or other communications required to be given hereunder to the Groundfloor Platform via email at contact@groundfloor.us or by communicating with the Groundfloor Platform via the Platform. Calling may not satisfy your obligation to provide notice hereunder or otherwise preserve your rights.

18. Miscellaneous

The terms of this Agreement shall survive until the maturity of the Notes purchased by you. The parties acknowledge that there are no third party beneficiaries to this Agreement. You may not assign, transfer, sublicense or otherwise delegate your rights or responsibilities under this Agreement to any person without Groundfloor Properties GA’s prior written consent. Any such assignment, transfer, sublicense or delegation in violation of this section shall be null and void. This Agreement shall be governed by the laws of the State of Georgia without regard to any principle of conflict of laws that would require or permit the application of the laws of any other jurisdiction. Any waiver of a breach of any provision of this Agreement will not be a waiver of any subsequent breach. Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition. If at any time subsequent to the date hereof, any of the provisions of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality and unenforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provisions of this Agreement. The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement in any way.

19. Arbitration

a. Either party to this Agreement may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this section 16 (the "Arbitration Provision"), unless you opt out as provided in section 16(b) below. As used in this Arbitration Provision, "Claim" shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and Groundfloor Properties GA (or persons claiming through or connected with Groundfloor Properties GA), on the other hand, relating to or arising out of this Agreement, any Note, the Platform, and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including (except to the extent provided otherwise in the last sentence of section 16(f) below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

b. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to Groundfloor Properties GA LLC, 3355 Lenox Road Suite 750, Atlanta GA 30326, that is received at the specified address within 30 days of the date of your electronic acceptance of the terms of this Agreement. The opt out notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send the opt out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other methods can be used to opt out of this Arbitration Provision. If the opt out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt out notice on your behalf.

c. The party initiating arbitration shall do so with the American Arbitration Association (the "AAA") or JAMS. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.

d. If we elect arbitration, we shall pay all the administrators filing costs and administrative fees (other than hearing fees). lf you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrators rules. We shall pay the administrators hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrators rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorneys fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

e. Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrators rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (FAA), and may be entered as a judgment in any court of competent jurisdiction.

f. We agree not to invoke our right to arbitrate an individual Claim you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this section 16(f), and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this section 16(f) shall be determined exclusively by a court and not by the administrator or any arbitrator.

g. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

h. This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties; (ii) the bankruptcy or insolvency of any party or other person; and (iii) any transfer of any loan or Note or any other promissory note(s) which you owe, or any amounts owed on such loans or notes, to any other person or entity. If any portion of this Arbitration Provision other than section 16(f) is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in section 16(f) are finally adjudicated pursuant to the last sentence of section 16(f) to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT UPON ELECTION OF ARBITRATION BY ANY PARTY.

20. Waiver of Jury Trial

THE PARTIES HERETO WAIVE A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS AGREEMENT, THE CORRESPONDING MEMBER LOAN OR ANY OTHER AGREEMENTS RELATED THERETO.