Blueprint

RED OAK CAPITAL FUND IV, LLC, a Delaware limited liability company (the “Company”), for value received, promises to pay to [●], or its registered assigns, the principal sum of up to $[●], as more particularly stated and revised from time to time by the Schedule of Exchanges of Interests in Series Ra Bonds attached hereto, on the Maturity Date (as defined herein).

Interest Payment Dates: Quarterly payments commencing [●] and occurring on each January 31st, April 30th, July 30th and October 31st thereafter until the Series Ra Bonds are no longer outstanding. The initial interest payment for all Series Ra Bonds shall be prorated to include interest accrued from the date of issuance through the end of the fiscal quarter immediately preceding such Interest Payment Date.

Date of Exchange

Amount of Decrease

in Principal Amount

of this Certificate

Amount of Increase

in Principal Amount

of this Certificate

Principal Amount of

this Certificate

Following such

Decrease (or Increase)

Signature of

Authorized Officer

or Trustee of

Registrar

This Certificate is governed by that certain indenture by and between UMB Bank, N.A. (the “Trustee”) and the Company, dated as of [●] (the “Indenture”), as amended or supplemented from time to time, relating to the offer of $50,000,000 in the aggregate of Series A Bonds, Series B Bonds, Series Ra Bonds and Series Rb Bonds of the Company. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(a) The Company promises to pay interest on the principal amount of the Series Ra Bonds at 6.5% per annum from the date of issuance, up to but not including June 30, 2026 (the “Maturity Date”) subject: (y) to the Company’s ability to extend the Maturity Date for an additional six months in its sole and absolute discretion by providing written notice of such extension after the Repayment Election and at least 60 days prior to the Maturity Date and (z) any renewal of the Series Ra Bonds as prescribed in the Indenture. Any such renewal of a Series Ra Bond will be for a term of two years. The Company will pay interest due on the Series Ra Bonds on the Interest Payment Dates. Interest on the Series Ra Bonds will accrue from the most recent date interest has been paid or, if no interest has been paid, from the date of issuance. The Company shall pay interest on overdue principal and premium, if any, from time to time on demand to the extent lawful at the interest rate applicable to the Series Ra Bonds; it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

“Spread” for a Bond shall equal the greater of (i) zero or (ii) such Bond’s Allocable Share of Revenue less such Bond’s Allocable Share of Expenses, each calculated for the period beginning with the date of issuance or the last Contingent Interest Payment for such Bond, whichever is more recent.

“Series Specific Expenses” shall be equal to offering expenses, asset management fees and interest expenses specific to Series A Bonds, Series B Bonds, Series Ra Bonds or Series Rb Bonds, as applicable, divided by the total number of outstanding Series A Bonds, Series B Bonds, Series Ra Bonds or Series Rb Bonds, respectively.

SECTION 2. Method of Payment. The Company will pay interest on the Series Ra Bonds to the Persons who are registered holders of Series Ra Bonds at the close of business on Record Date, even if such Series Ra Bonds are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.02 of the Indenture with respect to Defaulted Interest. The Series Ra Bonds will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Company shall pay principal, premium, if any, and interest on the Series Ra Bonds in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts (“U.S. Legal Tender”). Principal, premium, if any, interest any other amounts due on the Series Ra Bonds will be payable at the office or agency of the Company maintained for such purpose except that, at the option of the Company, the payment of interest may be made by check mailed to the holders of Series Ra Bonds at their respective addresses set forth in the Bond Register. Until otherwise designated by the Company, the Company’s office or agency will be the office of the Trustee maintained for such purpose.

SECTION 3. Paying Agent and Registrar. Initially, UMB Bank, N.A. will act as paying agent and registrar. The Company may change the paying agent or registrar without notice to the holders of Series Ra Bonds. Except as provided in the Indenture, the Company or any of its Subsidiaries may act in any such capacity.

SECTION 4. Indenture. The Company issued the Series Ra Bonds under the Indenture. The terms of the Series Ra Bonds include those stated in the Indenture for a complete description of the terms of the Series Ra Bonds. The Series Ra Bonds are subject to all such terms, and holders of Series Ra Bonds are referred to the Indenture. To the extent any provision of this Certificate conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

SECTION 5. Optional Redemption. We may redeem the Series Ra Bonds, in whole or in part, without penalty within six months of the Maturity Date. If the Series Ra Bonds are renewed for an additional term, we may redeem the Series Ra Bonds at any time during such renewal period. Any redemption of a Series Ra Bond will be at a price equal to the then outstanding principal on the Bonds being redeemed, plus any accrued but unpaid interest on such Bonds, plus any Contingent Interest Payment due to such holder of Series Ra Bonds. If we plan to redeem the Series Ra Bonds, we will give notice of redemption not less than 5 days nor more than 60 days prior to any redemption date to each such holder’s address appearing in the securities register maintained by the trustee. In the event we elect to redeem less than all of the Series Ra Bonds, the particular Series Ra Bonds to be redeemed will be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. Except as set forth in this Section 5, or pursuant to Section 3.04 of the Indenture, the Series Ra Bonds may not be redeemed by the Company.

(a) Upon the occurrence of a Change of Control Repurchase Event, and subject to certain conditions set forth in the Indenture, the Company will be required to offer to purchase all of the outstanding Series Ra Bonds. We must offer to repurchase the Series Ra Bonds at a price that is equal to all accrued and unpaid interest, to but not including the date on which the Bonds are redeemed, plus any Contingent Interest Payment due to such holder of Series Ra Bonds, the then outstanding principal amount of the Series Ra Bonds.

(b) The Company will repurchase any Bonds pursuant to Section 3.04 of the Indenture at a price that is equal to all accrued and unpaid interest, to but not including the date on which the Bonds are redeemed, plus any Contingent Interest Payment due to such holder of Series Ra Bonds, plus the then outstanding principal amount such Series Ra Bonds.

SECTION 8. Denominations, Transfer Exchange. The Series Ra Bonds are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The transfer of Series Ra Bonds may be registered and Series Ra Bonds may be exchanged as provided in the Indenture. The Bond Registrar and the Trustee may require a holder of Series Ra Bonds, among other things, to furnish appropriate endorsements and transfer documents, and the Company may require a holder of Series Ra Bonds to pay any taxes and fees required by law or permitted by the Indenture. The Company and the Bond Registrar are not required to transfer or exchange any Series Ra Bonds selected for redemption. Also, the Company and the Bond Registrar are not required to transfer or exchange any Series Ra Bonds for a period of 15 days before a selection of Series Ra Bonds to be redeemed.

SECTION 10. Amendment, Supplement and Waiver. Any existing Default or compliance with any provision may be waived with the consent of the holders of a majority of the Series Ra Bonds then outstanding. Without notice to or consent of any holder of Series Ra Bonds, the parties thereto may amend or supplement the Indenture and the Series Ra Bonds as provided in the Indenture.

SECTION 11. Defaults and Remedies. If an Event of Default occurs and is continuing, the Trustee or the holders of not less than a majority of the then outstanding Series Ra Bonds may declare the principal of, premium, if any, and accrued interest on the Series Ra Bonds to be due and payable immediately in accordance with the provisions of Section 6.01. Holders of Series Ra Bonds may not enforce the Indenture or the Series Ra Bonds except as provided in the Indenture. Subject to certain limitations in the Indenture, holders of a majority of the then outstanding Series Ra Bonds may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of Series Ra Bonds notice of any continuing Default if it determines that withholding notice is in their best interest in accordance with Section 7.02. The holders of a majority of the Series Ra Bonds then outstanding by notice to the Trustee may on behalf of the holders of all of the Series Ra Bonds waive any existing Default and its consequences under the Indenture except a Default in the payment of principal of, or interest on, any Bond as specified in Section 6.01(a)(1) and (2).

SECTION 13. No Recourse Against Others. No recourse for the payment of the principal of, premium, if any, or interest on any of the Series Ra Bonds or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture, or in any of the Series Ra Bonds or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or controlling person of the Company or of any successor Person thereof. Each Holder, by accepting the Series Ra Bonds, waives and releases all such liability. Such waiver and release are part of the consideration for issuance of the Series Ra Bonds.

SECTION 15. Abbreviations. Customary abbreviations may be used in the name of a holder of Series Ra Bonds or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

SECTION 16. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused the CUSIP and ISIN numbers to be printed on this Certificate and the Trustee may use the CUSIP or ISIN numbers in notices of redemption as a convenience to holders of Series Ra Bonds. No representation is made as to the accuracy of such numbers either as printed on this Certificate or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


UMB Bank, N.A., as Trustee,

By:
Name:
Its:		Authorized Signatory


No. [●]		No. of 6.5% Senior Secured Bonds (the “Series Ra Bonds”): [●] Principal Amount of the Bonds: $[●]