The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

SUBJECT TO COMPLETION, DATED FEBRUARY 24, 2023

PRELIMINARY OFFERING CIRCULAR

NORHART INVEST LLC

Promissory Notes

MAXIMUM OFFERING: $75,000,000

MINIMUM OFFERING: $0

Norhart Invest LLC, a Minnesota limited liability company, (the “Company” or “we”) intends to offer and sell on a continuous basis, its Promissory Notes described in this offering circular (the “Offering Circular”). Such Promissory Notes shall be made available for investment on an online investment platform (the “Norhart Invest Platform” or the “Platform”) available through a website and eventually a smartphone application (the “Mobile App”) operated by the Company. The proceeds of this offering will be used primarily to finance the development, construction, management of real estate and related activities by Norhart Inc. a Minnesota corporation, Norhart Properties LLC a Minnesota limited liability company, their subsidiaries, and affiliated companies (“Norhart”), and for general corporate purposes of the Company, including the cost of this offering.

The Company will offer and sell on a continuous basis the Promissory Notes described in this Offering Circular. This Offering Circular describes some of the general terms that may apply to the Promissory Notes and the general manner in which they may be offered and follows the disclosure format of Part II of Form 1-A pursuant to the general instructions of Part II(a)(1)(i) of Form 1-A.

The Promissory Notes will:

The Company reserves the right to modify the applicable interest rate on the Series A “Floating” Promissory Notes from time to time in its sole discretion. All updates to the applicable interest rate will be communicated to Investors through the Platform. All updates to the applicable interest rate shall apply to all outstanding Series A “Floating” Promissory Notes held by such Investor as of the effective date of the interest rate change.

For more information on the Promissory Notes being offered, please see the section entitled “Promissory Notes” beginning on page 2 of this Offering Circular. The aggregate initial offering price of the Promissory Notes will not exceed $75,000,000 in any 12-month period, and there will be no minimum offering.

We intend to offer the Promissory Notes in $0.01 increments on a continuous basis directly through the Mobile App and the website. At the present time, we do not anticipate using any underwriters to offer our securities.

This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of the Promissory Notes in any states where such offer or solicitation would be unlawful, prior to registration or qualification under the laws of any such state.

We were formed as a limited liability company in Minnesota by Michael S. Kaeding and Alyssa C Kaeding, the members of the Company, who are also the shareholders of Norhart, Inc., a Minnesota corporation. Our principal address is 1081 4^th St SW, Suite #400, Forest Lake, MN 55025. Our phone number is 651-689-4830. Our website is located at https://www.norhart.com/invest.

Investing in our securities involves a high degree of risk, including the risk that you could lose all of your investment. Please read the section entitled “Risk Factors” beginning on page 7 of this Offering Circular about the risks you should consider before investing.

The approximate date of the proposed sale to the public is as soon as practicable after the offering is qualified.

IMPORTANT NOTICES TO INVESTORS

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

The date of this preliminary Offering Circular is February 24, 2023.

Table of Contents

RISK FACTORS

Investing in our securities involves a high degree of risk. Before deciding whether to invest, you should consider carefully the risks and uncertainties described below, our consolidated financial statements and related notes and all of the other information in this Offering Circular. If any of the following risks actually occur, our business, financial condition, results of operations and prospects could be adversely affected. As a result, the value of our securities could decline, and you could lose part or all of your investment.

Risks Related to Investing in Promissory Notes

Holders of the Promissory Notes are exposed to the credit risk of the Company.

The Promissory Notes are the full and unconditional obligations of the Company and are fully recourse to the Company’s assets. You will have a first priority security interest in all assets of the Company. However, the Promissory Notes may still be subject to non-payment by the Company in the event of our bankruptcy or insolvency. In an insolvency proceeding, there can be no assurances that you will recover the full amount of your investment in the Promissory Notes.

There has been no public market for Promissory Notes, and none is expected to develop.

The Promissory Notes are newly issued securities. Although under Regulation A the securities are not restricted, the Promissory Notes are still highly illiquid securities. No public market has developed nor is expected to develop for the Promissory Notes, and we do not intend to list the Promissory Notes on a national securities exchange or interdealer quotational system. You should be prepared to hold your Promissory Notes through their maturity dates as the Promissory Notes are expected to be highly illiquid investments.

The Company may not be able to generate sufficient cash to service its obligations under the Promissory Notes.

The Company’s ability to make payments on the outstanding Promissory Notes will depend on the performance of the portfolio of investments that the Company holds, which is subject to prevailing economic and competitive conditions and to certain financial, business, and other factors beyond the Company’s control. The Company may be unable to maintain a level of cash flows from its portfolio of investments sufficient to permit the Company to pay principal and interest on the Promissory Notes. The Promissory Notes are secured solely by a first priority lien on the assets of the Company and no other party is obligated to make any payments to Investors on the Notes, nor does any party guarantee payments from the real estate loans. Further, the Promissory Notes are not insured or guaranteed by the United States or any governmental entity. Payments on any Promissory Notes will depend solely on the amount and timing of payments and other collections in respect of the investments owned by the Company. There is no guarantee that such amounts received by the Company are sufficient to make full and timely payments on the Notes. If delinquencies and losses create shortfalls, you may experience delays in payments due under the Notes you hold and you could suffer a loss.

The Promissory Note Purchase Agreement limits your rights in some important respects.

When you make an investment through the Platform, you are required to agree to the terms of our standard Promissory Note Purchase Agreement, which sets forth your principal rights and obligations as an Investor in the Promissory Notes we issue, and to agree to the terms of a Promissory Note, which sets forth the specific terms of the Promissory Notes you are committing to purchase. Under the Promissory Note Purchase Agreement, we may require that any claims against us, including without limitation, claims alleging violations of federal securities laws by us or any of our officers or directors and claims other than in connection with this offering, be resolved through binding arbitration rather than in the courts. Notwithstanding the foregoing sentence, you may elect to opt out of the arbitration provision for all purposes by sending an arbitration opt out notice to the Company in accordance with the terms and conditions set forth in the Note Purchase Agreement. If you do not opt out of binding arbitration the Note Purchase Agreement, provides, among other things, that (i) arbitration is final and binding on the parties; (ii) the parties are waiving their right to seek remedies in courts, including the right to jury trial; (iii) pre-arbitration discovery is generally more limited and potentially differs in form and scope from court proceedings; (iv) an award by an arbitrator is not required to include factual findings or legal reasoning, and your right to appeal or to seek modification of a ruling by the arbitrator is strictly limited; and (v) the arbitrator (or three arbitrator panel, if applicable) may include a minority of persons engaged in the securities industry. As a result, the arbitration process may be less favorable to investors than court proceedings and may limit your right to engage in discovery proceedings or to appeal an adverse decision. These provisions may have the effect of discouraging lawsuits against us and our directors and officers. Your agreement to the arbitration provisions in the Promissory Note Purchase Agreement will not waive the Company’s compliance with the federal securities laws and the rules and regulations promulgated thereunder.

The Company believes that the arbitration provisions in the Agreements are enforceable under federal and state law. The Federal Arbitration Act (“FAA”) is an act of Congress that provides for judicial facilitation of dispute resolution through arbitration and embodies a national policy favoring arbitration, providing that a written contractual provision evidencing a transaction involving interstate commerce to arbitrate a controversy “shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.” Further, the United States Supreme Court has interpreted the FAA as creating a uniform body of federal substantive law regulating the enforceability of agreements to arbitrate that applies to all contracts involving interstate commerce in both state and federal court. The arbitration provision in the Promissory Note Purchase Agreement specifically states that it is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the FAA.

In the event that enforceability issues arise under state law, the Company maintains its belief that the arbitration clause will be upheld. In AT&T Mobility LLC v. Concepcion, 131 S. Ct. 1740 (2011), the United State Supreme Court recognized that in order to accomplish the general purpose of the FAA to promote efficient streamlined procedures for resolving disputes, federal law has developed a preference for enforcing arbitration agreements according to their terms. Consistent with this preference, the Court has held that state laws discriminating against arbitration are preempted by the FAA because such rules stand as an obstacle to the FAA’s objectives. Further, the FAA is presumed to preempt the state law selected in a general choice-of-law clause unless the contract expressly evidences the parties’ intent that state arbitration law applies in place of or in addition to the FAA. As cited above, the arbitration provision in the Promissory Note Purchase Agreement clearly sets forth the parties’ intent that the FAA should apply rather than state law.

You also waive your right to a jury trial under the Promissory Note Purchase Agreement. Purchasers of the Promissory Notes in any secondary transactions are subject to the terms of the Promissory Note Purchase Agreement and are deemed to have waived their right to a jury trial as well. Accordingly, if you bring a claim against the Company in connection with matters arising under the Promissory Note Purchase Agreement, including claims under federal securities laws, you may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and our directors and officers. If a lawsuit is brought against us under the Promissory Note Purchase Agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the Promissory Note Purchase Agreement.

While the Company believes that a contractual pre-dispute jury trial waiver is generally enforceable, the enforceability of the jury trial waiver is not free from doubt. To the Company’s knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. With respect to enforceability under Minnesota state law, the Company acknowledges that the state courts of Minnesota, which have jurisdiction over state law matters arising under the Promissory Note Purchase Agreement, have upheld the minority position that contractual pre-dispute jury trial waivers are not enforceable. If the Company opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the Promissory Note Purchase Agreement.

Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the Promissory Note Purchase Agreement with a jury trial if you have not elected to opt out with respect to binding arbitration as set forth in Section 24 of the Promissory Note Purchase Agreement. No condition, stipulation or provision of the Promissory Note Purchase Agreement serves as a waiver by any Investor of the Company’s compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

Additionally, by entering into the Promissory Note Purchase Agreement, the Investor expressly waives and releases, as a condition of and as part of the consideration for the issuance of the Promissory Note, any recourse under or upon any obligation, covenant or agreement contained in the Promissory Note Purchase Agreement, or because of any obligations evidenced therein, against any incorporator, or against any past, present or future shareholder, officer or director, as such, of the Company, either directly or through the Company, under any rule of law, statute (other than applicable federal securities laws) or constitutional provision or by the enforcement of any assessment or penalty or otherwise. This provision has the effect of limiting the available parties against which an Investor may seek recourse in connection with the Company’s obligations under the Promissory Note Purchase Agreement.

Pursuant to Section 24 of the Promissory Note Purchase Agreement, in connection with your purchase of the Notes, to the extent permitted by law, you waive your right to a jury trial in any litigation relating to the Agreements, including the purchase of the Notes.

When you purchase the Promissory Notes, you are required to agree to the terms of the Promissory Note Purchase Agreement. Among other things, both agreements provide that you waive your right to a jury trial in any litigation relating to each agreement and your purchase of the Notes, including claims under the federal securities laws. You will have the right to litigate claims, including claims under the federal securities laws through a court before a judge, but you will not have that right if any party elects arbitration pursuant to the terms of the Agreements unless you opt out as provided in the Promissory Note Purchase Agreement. Neither your waiver of jury trial nor your agreement to the arbitration provision shall be deemed to waive the Company’s compliance with the federal securities laws and the rules and regulations promulgated thereunder. Please refer to the risk factor “The Promissory Note Purchase Agreement limits your rights in some important respects” for more information regarding the jury trial waiver provision contained in the Promissory Note Purchase Agreement and the Promissory Note Purchase Agreement.

Pursuant to Section 2(b) of the Series A “Floating” Promissory Notes, the interest rate payable in respect of the Series A “Floating” Promissory Notes may be changed in the sole discretion of the Company.

Upon the initial issuance of Series A “Floating” Promissory Notes in this Offering, these Promissory Notes will initially bear interest at a rate of 2.50% per annum. Investors should be advised that the interest rate applicable to the Series A “Floating” Promissory Notes may be decreased, from the interest rate applicable upon the date of their initial investment, which would reduce the rate of return on such Promissory Notes held by such Investors. Any modification to the interest rate applicable to the Series A “Floating” Promissory Notes will be applicable to all then-outstanding Series A “Floating” Promissory Notes, and any newly issued Series A “Floating” Promissory Notes will be issued at the then-applicable interest rate. In the event that an Investor does not wish to participate in the Offering at any proposed new interest rate, such Investor may exercise their put right pursuant to Section 3 of the Series A “Floating” Promissory Notes to redeem their Promissory Notes prior to the effective date of the interest rate modification.

Risks Related to the Company

We have no operating history, and Norhart, into whose projects we will be investing, has a limited operating history. As companies in the early stages of development, we face increased risks, uncertainties, expenses, and difficulties.

Norhart has a limited operating history, and the Company has no operating history. The Company operates the Platform. For our business to be successful, the number of real estate projects by Norhart will need to increase, which will require Norhart to increase its facilities, personnel and infrastructure to accommodate the greater servicing obligations and demands on the Platform. Norhart must constantly update its software and website, expand its customer support services and retain an appropriate number of employees to maintain the operations of the Platform, as well as to satisfy our servicing obligations on the investments and make payments on the Promissory Notes. If the Company is unable to increase the capacity of the Platform and maintain the necessary infrastructure, you may experience delays in receipt of payments on the Promissory Notes and periodic downtime of our systems.

The Company is purchasing investments from related entities which may result in inferior investments.

The Company is investing into related entities. Therefore, there is less incentive for the Company to do as extensive due diligence that it may complete if the investment was in an unrelated entity. This could result in less favorable investments for the Company. Since the related entities are all closely tied together, if one related entity failed then the others may also soon fail. This creates a high degree of systemic risk that may not exist if the Company invested in unrelated entities.

If the information provided by customers to Norhart is incorrect or fraudulent, those entities may misjudge a customer’s qualification to lease our real estate, and our operating results may be harmed.

The customer selection decisions of Norhart are based partly on information provided to them by customers. To the extent that these customers provide information in a manner that Norhart is unable to verify, they may not be able to accurately assess the associated risk. In addition, data provided by third-party sources is a significant component of Norhart’s approval process, and this data may contain inaccuracies. Inaccurate analysis of data that could result from false application information could harm the performance of preferred equity investments originated by Norhart, which may harm its reputation, business, and operating results, and in turn, harm the reputation, business, and operating results of the Company which acquires investments originated by Norhart.

Our risk management efforts may not be effective.

We could incur substantial losses, and our business operations could be disrupted if (i) Norhart is unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk in respect of preferred equity investments which are subsequently acquired by the Company, or (ii) if we are unable to effectively manage, monitor and mitigate operational risks related to our business, assets, and liabilities. In particular, Investors in the Company’s Series A “Floating” Promissory Notes may redeem their funds. The underlying investments in Norhart may not be redeemable. If the management of investment term mismatch fails, then the Company may not provide redemptions to Investors. Our risk management policies, procedures, and techniques may not be sufficient to identify all the risks that the investments we originate are exposed to, mitigate the risks that it has identified, or identify concentrations of risk or additional risks to which we may become subject in the future as holder of such preferred equity investments.

Norhart may not be able to adequately scale its investment opportunities.

Norhart competes against real estate developers, managers, owners, and construction companies. Their competitors have substantially more resources and spend millions of dollars on marketing. If Norhart is unable to find attractive real estate development opportunities, its results of operations will be adversely affected, which may in turn affect the pool of investments available for acquisition by the Company.

The real estate market may decline in value, rental rates may decline, and vacancies may increase.

Norhart is in the real estate business. If the value of real estate declines, the investments originated by Norhart will decline in value and may become worthless. The rental rates may decline, or vacancies may rise which may result in the investments originated by Norhart to cease paying its obligations to us. These events would cause serious operational issues for us and may result in Investor redemptions to be ceased and may cause the Promissory Notes to become worthless.

If we were to cease operations or enter into bankruptcy proceedings, the servicing of the Promissory Notes would be interrupted or may halt altogether.

If we were to become subject to bankruptcy or similar proceedings or if we ceased operations, the Company, or a bankruptcy trustee on its behalf, might be required to find other ways to service the Promissory Notes. Such alternatives could result in delays in the disbursement of payments on the Promissory Notes or could require payment of significant fees to another company to service the Promissory Notes. Since we have not entered into any back-up servicing agreements, if we were to cease operations or otherwise become unable to service the Promissory Notes without transferring such Promissory Notes to another entity, the operation of the Platform and the servicing of the Promissory Notes would be interrupted and may halt altogether unless another way to service the Promissory Notes on behalf of Investors was secured. In the event that we were to cease operations or enter into bankruptcy proceedings, recovery by a holder of a Promissory Note may be substantially delayed while back-up servicing is secured, if practicable, or such services halted altogether, and such recovery may be substantially less than the amounts due and to become due on such Promissory Notes.

Security breaches of Investors’ or customers’ confidential information may harm our or Norhart’s reputation and expose us or Norhart to liability.

We store our Investors’ bank information, credit information, and other sensitive data, and Norhart stores its customers’ bank information, credit information, and other sensitive data. Any accidental or willful security breaches or other unauthorized access could cause the theft and criminal use of this data. Security breaches or unauthorized access to confidential information could also expose us or Norhart, as applicable, to liability related to the loss of the information, time-consuming and expensive litigation, and negative publicity. If security measures are breached because of employee or third-party error, malfeasance, or otherwise, or if design flaws in the Platform are exposed and exploited, and, as a result, a third party obtains unauthorized access to any of our customers’ data, our relationships with our Investors or Norhart’s relationships with its customers may be severely damaged, and we or Norhart, as applicable, could incur significant liability. To the extent that Norhart incurs any such liability, its business operations may be adversely affected, which may in turn adversely affect the pool of investments available for acquisition by the Company.

Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, our third-party hosting facilities may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, many states have enacted laws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause our Investors or Norhart’s customers to lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, could harm our reputation, and cause us to lose Investors or Norhart to lose customers.

The collection, processing, storage, use, and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, or differing views of personal privacy rights.

We and Norhart receive, collect, process, transmit, store, and use a large volume of personally identifiable information and other sensitive data from customers and potential customers. There are federal, state, and foreign laws regarding privacy, recording telephone calls, and the storing, sharing, use, disclosure, and protection of personally identifiable information and sensitive data. Specifically, personally identifiable information is increasingly subject to legislation and regulations to protect the privacy of personal information that is collected, processed, and transmitted. Any violations of these laws and regulations may require us or Norhart to change our business practices or operational structure, address legal claims, and sustain monetary penalties, or other harms to our respective businesses. To the extent that the business operations of Norhart are adversely affected, the pool of investments available for acquisition by the Company may in turn be adversely affected as well.

Events beyond our control or the control of Norhart may damage our or its ability to maintain adequate records, maintain the Platform, perform its origination activities or perform our servicing obligations.

If a catastrophic event resulted in an outage of the Platform or physical data loss, our ability to perform our servicing obligations or the ability of Norhart to originate investments, as applicable, would be materially and adversely affected. Similar events impacting third-party service providers that our operations depend on, such as Norhart’s hosting provider or payment vendor(s), could materially and adversely affect its (and our) operations. Such events could include, but are not limited to, fires, earthquakes, terrorist attacks, natural disasters, pandemics, computer viruses and telecommunications failures. Norhart stores back-up records in offsite facilities located in third-party, off-site locations. If Norhart’s electronic data storage and back-up storage system or those of its third-party service providers are affected by such events, we cannot guarantee that you would be able to recoup your investment in the Promissory Notes.

Economic, social, and other disruptions caused by outbreaks of viruses or other diseases may adversely affect the business and operations of the Company, which may adversely affect your investment in the Promissory Notes.

The business and operations of the Company and Norhart could be materially and adversely affected by the outbreak of health epidemics, including the spread of the novel coronavirus COVID-19, particularly if occurring in areas where developers derive a significant amount of revenue or profit. While the impact of such an outbreak on the global economy is uncertain, such an event could significantly impact the real estate industry and severely disrupt the operations of the Company and Norhart. Such event may also have a material adverse effect on the business, financial condition and results of operations of the Company and Norhart, which could adversely affect your investment in the Promissory Notes.

Risks Related to Compliance and Regulation

The requirements of complying on an ongoing basis with Tier 2 of Regulation A of the Securities Act may strain our resources and divert management’s attention.

Because we are conducting an offering pursuant to Tier 2 of Regulation A of the Securities Act, we will be subject to certain ongoing reporting requirements. Compliance with these rules and regulations will require legal and financial compliance costs, which may impose strain on our operating budget and divert management’s time and attention from operational activities. Moreover, as a result of the disclosure of information in this Offering Circular and in other public filings we make, our business operations, operating results and financial condition will become more visible, including to competitors and other third parties.

We invest in investments that may be subject to extensive federal, state and local regulation that could adversely impact operations.

Changes in laws or regulations or the regulatory application or judicial interpretation of the laws and regulations applicable to us or to us could adversely affect the ability of us or our ability to operate in the manner in which it or we currently conduct business or make it more difficult or costly for Norhart to originate investments or otherwise make additional loans, or for us to collect payments on the investments by subjecting them or us to additional licensing, registration, and other regulatory requirements in the future or otherwise. A material failure to comply with any such laws or regulations could result in regulatory actions, lawsuits, and damage to their or our reputations, which could have a material adverse effect on their or our businesses and financial conditions, their ability to originate loans, our ability to service the preferred equity investments and our ability to perform our obligations to Investors and other constituents.

The initiation of a proceeding relating to one or more allegations or findings of any violation of such laws could result in modifications in Norhart’s or our methods of doing business that could impair our ability to collect payments on our investments or to acquire investments or could result in the requirement that we pay damages and/or cancel the balance or other amounts owing under preferred equity investments associated with such violation. We cannot assure you that such claims will not be asserted against us in the future. To the extent it is determined that the preferred equity investments we make to our customers were not originated in accordance with all applicable laws, we might be obligated to repurchase any portion of the investments we had sold to a third party. We may not have adequate resources to make such repurchases.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains forward-looking statements that are based on our beliefs and assumptions and on information currently available to us. The forward-looking statements are contained principally in “Offering Circular Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “About the Norhart Platform.” Forward-looking statements include information concerning our possible or assumed future results of operations and expenses, business strategies and plans, competitive position, business environment, and potential growth opportunities. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would,” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Those risks include those described in “Risk Factors” and elsewhere in this Offering Circular. Given these uncertainties, you should not place undue reliance on any forward-looking statements in this Offering Circular. Also, forward-looking statements represent our beliefs and assumptions only as of the date of this Offering Circular. You should read this Offering Circular and the documents that we have filed as exhibits to the Form 1-A of which this Offering Circular is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Any forward-looking statement made by us in this Offering Circular speaks only as of the date on which it is made. Except as required by law, we disclaim any obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

USE OF PROCEEDS

If we sell $75,000,000 of gross proceeds from the sale of our securities under this Offering Circular, we estimate our net proceeds, after deducting estimated commissions and expenses, will be approximately $74,900,000, assuming our expenses are $100,000 for such offerings. We currently intend to use the net proceeds of this offering in order to purchase investments originated by Norhart and for general corporate expenses, including the cost of this offering, but we reserve the right to change the use of proceeds as business demands dictate.

Our management team will determine the allocation of proceeds among investments and general corporate purposes. We may also use the proceeds of the sale of Promissory Notes for general corporate purposes. General corporate purposes might be, but are not limited to, the costs of this offering, including our outside legal and accounting expenses, rent and real estate expenses, utilities, computer hardware and software and promotion and marketing. Our management has sole discretion regarding the use of proceeds from the sale of Promissory Notes.

Examples

The following two examples provide an idea of the kinds of investments that may be made.

The first example is construction financing. Norhart may decide to build a new apartment building called ABC Apartments. ABC Apartments LLC is then formed to own the building. The building is appraised at $100 million. To raise the funds required, ABC Apartments LLC takes out a loan of $75 million. It may then issue preferred equity shares that have a fixed rate of return of 8%. Norhart Invest may then provide $20 million to acquire the preferred equity shares. The remaining $5 million balance may come from unpaid developer fees or cash from Norhart Inc. or Norhart Properties.

The second example is equipment financing. Norhart Construction LLC may need a new steel stud machine in its factory. The machine may cost $1 million. It may obtain an equipment loan from a bank for $500,000 and then obtain a second loan from Norhart Invest LLC for the difference.

ABOUT NORHART

Overview

Norhart is a family of companies organized to design, build, and manage real estate. Norhart is vertically integrated and owns the majority of the components of production from the manufacturing of wall panels and precast beams to the plumbing and electrical trades to management team leasing properties to the end customer. The Norhart family of companies are split into two parts. Norhart, Inc., a Minnesota corporation, owns the companies charged with general operations which include the real estate management and construction. Norhart Properties LLC, a Minnesota limited liability company, owns the companies charged with owning properties.

As of the filing of this document, Norhart, Inc. owns the following companies. Each company is a Minnesota limited liability company.

As of the filing of this document, Norhart Properties LLC owns the following companies. Each company is a Minnesota limited liability company.

When a new building is conceived, a new company under Norhart Properties LLC is formed. That company contracts with Norhart Architecture LLC to design the building and Norhart Construction LLC to build it. Norhart Construction LLC purchases services from sister companies including Norhart Crane LLC and Norhart Supply LLC. Once complete the new company will contract with Norhart Management LLC to manage and lease the property.

The final product is the real estate which is either rented or sold. In most cases, Norhart builds and manages apartments that are rented to customers.

Norhart Invest

Norhart Invest LLC, a Minnesota limited liability company, was formed to raise capital and primarily invest it into Norhart for further expansion. There are no limits on how the capital is invested.

Capital is raised through an online platform call Norhart Invest. Investors can deposit money into an online account that earns interest. Generally, they can withdraw their money at any time. However, they will have options to lock their investment of a specified period of time. If they do, they will generally be able to lock in a higher interest rate. Those funds cannot be withdrawn until the end of the term.

The interest rate of the unlocked funds is internally lower as to be unattractive. The goal is to have Investors select some of the longer-term options so that the capital can be properly managed internally. It is important to have the capital available for Investor redemptions. So, the team will monitor redemptions; if redemptions pick up then steps will be taken to sell the underlying assets (e.g. real estate). The focus on longer terms allows the team the time to sell underlying assets in an orderly fashion as needed.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Offering Circular. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

The Company maintains and operates the Platform for use by Norhart to build and manage real estate. Proceeds from the Promissory Notes contemplated in this offering will be used primarily to purchase investments originated by the Norhart, and for general corporate purposes of Norhart Invest, including the cost of this offering, but the Promissory Notes are not dependent upon any particular investment originated by Norhart or otherwise held by the Company and remain at all times the general obligations of the Company. Final decisions on use of proceeds allocations will be made by the Company’s management.

Operating Results

The Company was recently formed and, as of the date of this Offering Circular, we have not commenced operations. Having not commenced active operations, our management is not aware of any material trends or uncertainties, favorable or unfavorable, other than economic conditions affecting the commercial and residential real estate industry and real estate generally, including but not limited to the novel coronavirus COVID-19 pandemic, rising inflation rates, or rising interest rates which all may be reasonably anticipated to have a material impact on the capital resources and the revenue or income to be derived from the operation of our assets. To the extent that these factors affect commercial and residential real estate industry generally, the Company’s ability to collect on the investments that it acquires from Norhart may be adversely affected. Additionally, to the extent that directors, officers, employees, representatives, or agents of the Norhart, or any third parties on which the Norhart rely, are affected by the above-mentioned factors, the operations and financial results of the Company or Norhart may be adversely affected. 

The audited financial statements included in this Offering Circular have been prepared assuming that the Company will continue as a going concern. The audited financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Liquidity and Capital Resources

As of the date of this Offering Circular, the Company does not have any external sources of liquidity.

Trends and Key Factors Affecting Our Performance

We have not yet commenced operations. As such, there are no trends or key factors affecting our performance.

Plan of Operation

Following the qualification of this Offering Circular, the Company plans to offer, on a continuous basis, Promissory Notes with the terms described herein. With this increased capital we expect to invest more into investment opportunities originating from Norhart. This will increase the number of real estate related projects that Norhart can accomplish. We expect to see greater revenue generated by an increased number of investments in Norhart by the Company. 

MANAGEMENT

The executive officers, directors, significant employees and their respective ages of Norhart, Inc. and its subsidiaries that provide services to Norhart Invest are as follows:

Business Experience

Michael Kaeding (35) has served as Chief Executive Officer of Norhart since 2014 after his father’s passing. Mike started his professional career in 2009 with Norhart as a project manager, but his work at Norhart dates to his childhood as a member of the family business. Mike is responsible for all aspects of the business focusing on the growth of the organization, performance of existing assets, and company culture. Since officially joining Norhart, Mike has been responsible for more than tripling the size of the business. Mike graduated from the University of Minnesota in 2009 with a B.S. In Computer Science.

Stacy Ekholm (45) has served as Chief Operating Officer of Norhart since joining the organization in May 2022. Stacy is responsible for the day-to-day operations of the 726 finished multifamily units including the leasing, customer relations, and maintenance efforts. Stacy is also responsible for corporate operations including IT and marketing. Prior to joining Norhart, Stacy was a Senior Portfolio Director at Stuart Co where she oversaw a portfolio of 2000 multifamily units responsible for the performance of the assets. Stacy studied property management and real estate at Hennepin Tech in 1997 and has held her CPM since 2020. Stacy also holds CRM, COS, and CMCA designations.

Tim Libertini (30) has served as Chief Financial Officer of Norhart since March 2021 and previously was the Director of Finance and Human Resources since joining Norhart in March 2020. Prior to Joining Norhart, Tim served in the asset management department at Dominium servicing a multifamily portfolio of over 70 properties and 10,000 units in various roles including Asset Analyst, Asset Manager, and Senior Asset Manager. Tim was in charge of his portfolio’s asset life cycle planning and the entire portfolios operating budgets. Tim graduated from the University of Miami School of Business Administration with a B.A. in Finance & Real Estate in 2015. Tim has held his HCCP designation since 2019.

Marie Dickover (41) has served as Chief Development Officer since July 2022 and previously held the role of Construction Manager. During her time leading the construction and development initiatives at Norhart her team has been responsible for delivering 510 multifamily units with another 460 under construction. Marie oversees all aspects of the development cycles from site identification, entitlements, construction management, and turnover of the buildings. Marie graduated from the University of Minnesota School of Architecture with a B.A. in Architecture in 2005.

Justin Bartak (50) serves as Chief Design Officer at Norhart and has been with Norhart since March 2021. Justin is responsible for the company’s overall design, technology, and branding. Justin is a motivated startup leader with 25+ years of experience designing and building global B2B and B2C tech platforms for the Apple business market. He is known and recognized for creating innovative products and technologies merged with award-winning design (UI/UX) and branding. During his career, Justin has collaborated with many Fortune 500 companies: Apple® (NYSE: AAPL), Intuit® (NYSE: INTU), Sage Group® (NYSE: SGPYY), Rackspace Technology™ (NYSE: RXT), and many others. Before joining Norhart, Justin was the Founder and CEO of Gro Software, which he exited before joining Norhart.

Involvement in Certain Legal Proceedings

The Company is not a party to any litigation.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation of the Norhart Invest LLC executive officers (that will be providing services to Norhart Invest LLC in their capacity as officers of Norhart, Inc.) for the fiscal year ended December 31, 2022, are as follows:

SUMMARY COMPENSATION TABLE

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS 

Michael S. Kaeding and Alyssa C. Kaeding are the sole members of Norhart Invest LLC.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

None.

NORHART INVEST PLATFORM

Norhart Invest Platform

The Promissory Note Investors are provided with a Promissory Note directly from the Company. There are two series of Promissory Notes. The Series A “Floating” Promissory Notes are designed to be more flexible. These notes are redeemable, and the Company may in its sole discretion modify the interest rates. The Series B “Fixed” Promissory Notes are designed to be more certain. These Series B “Fixed” Promissory Notes each have a fixed term and interest rate.

Promissory Notes are held on the Platform in electronic form and are not listed on any securities exchange. Selling of the Promissory Notes by Investors to third parties is prohibited unless expressly permitted by us. Promissory Notes can be viewed at any time by accessing the Investor’s account on the Platform through the Mobile App or the Company’s website on the Norhart Platform. Promissory Notes are only accessible by the individual Investor and cannot be accessed unless the Investor enters login credentials. All Promissory Notes must be held by Promissory Notes Investor members.

Loan Servicing

The Norhart Platform manages Investor servicing in-house and handles payments on the Promissory Notes to Investors. Heavy transaction volume into and out of the various accounts it maintains could increase the risk of bookkeeping and recordkeeping errors. Because payments flow through various financial intermediaries, there is an auditable trail of money movement, and, in the case of a bookkeeping error, we believe the Company will be able to recreate transaction histories in order to correct the error. The Company maintains a sub-ledger with respect to each of our accounts that records all movements of funds into and out of each account, which is periodically reconciled with records of bank transaction history, as well as records on the Platform.

Fees

The Company does not charge a servicing fee for the Promissory Notes, but Investors may be charged a transaction fee if their method of investment requires the Company to incur an expense.

Use of Proceeds

We will use the proceeds of this offering primarily to purchase investments originated by Norhart through the Norhart Platform and for general corporate purposes, including the costs of this offering. The Promissory Notes are not dependent upon any investment originated by Norhart or otherwise held by the Company and remain at all times the general obligations of the Company.

Establishing an Account

The first step to being able to purchase Promissory Notes on the Platform is for you to set up an account (a “Promissory Notes Account”). In order to set up a Promissory Notes Account, you need to do the following:

You must also agree to the rules, limitations, processes and procedures for purchasing Promissory Notes through the Platform. These provisions are collectively contained in the Promissory Note Purchase Agreement and the terms and conditions attached thereto (the “Terms and Conditions”), the Terms of Service and the Privacy Policy. We refer to the Promissory Note Purchase Agreement, including without limitation, all exhibits and schedules attached thereto, the Terms and Conditions, the Terms of Service, and the Privacy Policy as the “Investment Documents.” We advise each Investor to read the Offering Circular and all of the applicable Investment Documents before purchasing any Promissory Notes.

In addition, in connection with purchasing Promissory Notes, you satisfy applicable investor suitability requirements, and you have received the Offering Circular, which includes a discussion of the risks associated with the investment in the Promissory Notes under the “Risk Factors” section.

How to Purchase Promissory Notes

The Promissory Notes will be offered on the Platform. Prospective Investors in the Promissory Notes will create a username and password, and indicate agreement to our terms and conditions and privacy policy on the website or the Mobile App.

The following features are available to participants in the Promissory Notes program through the Platform:

Platform Operation

Purchase orders are typically processed on the business day following the order. Prior to submitting a purchase order, you will be required to acknowledge receipt of the offering documents for the Promissory Notes that you wish to purchase. In the case of an entity Investor, the prospective Investor will be required to make representations regarding the authority of the signatory to enter into the agreement and make representations on behalf of the entity.

Currently, the minimum purchase order that you may submit for any particular offering of Promissory Notes is $0.01, and there is no maximum purchase order that may be submitted, except for non-accredited investors, whose purchases will be subject to the following limits pursuant to SEC Rule 251(d)(2)(C):

Tax Treatment

Promissory Notes will receive interest income. At the end of the calendar year, Investors with over $10 of realized interest will receive a form 1099-INT. These will need to be filed in accordance with the United States Tax Code. Investor’s tax situations will likely vary greatly, and all tax and accounting questions should be directed towards a certified public accountant.

SECURITIES BEING OFFERED

Following is a summary of the terms of the Promissory Notes which will be offered by the Company on the Platform.

General.

We may offer Promissory Notes, with a total value of up to $75 million on a continuous basis, under this Offering Circular. We will not issue more than $75 million of securities pursuant to this Offering Circular in any 12-month period.

The Promissory Notes will:

Ranking.

The Promissory Notes will be secured by a first priority lien on all the assets of the Company which will principally consist of investments originated by Norhart that the Company has acquired. Such security interest will rank senior to the unsecured and subordinated debt of the Company. Given that the security interest is a blanket lien on the assets of the Company and is not against specifically identified assets of the Company, as of the date of this Offering Circular, there is no unbonded property available for use against the issuance of Promissory Notes and the Promissory Notes are not being issued against any unbonded property of the Company, the deposit of cash by the Company, or otherwise.

Form and Custody.

The Promissory Notes will be issued by computer-generated program on our website and electronically signed by the Company in favor of the Investor. The Promissory Notes will be stored by the Company and will remain in the Company’s custody for ease of administration. Except during periodic system maintenance, Investors may view their Promissory Notes through their online dashboard on the Platform through the Platform.

Prepayment.

Promissory Notes of any series will be callable, redeemable, and prepayable at any time by the Company at par value plus any accrued but unpaid interest.

Conversion or Exchange Rights.

We do not expect the Promissory Notes to be convertible or exchangeable into any other securities.

Events of Default.

The following will be events of default under the Promissory Notes:

The occurrence of an event of default of Promissory Notes may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default may constitute an event of default under certain of our other indebtedness outstanding from time to time.

Governing Law.

Promissory Notes will be governed and construed in accordance with the laws of the State of Minnesota.

No Personal Liability of Directors, Officers, Employees and Stockholders.

No incorporator, stockholder, employee, agent, officer, director, or subsidiary of ours will have any liability for any obligations of ours due to the issuance of any Promissory Notes.

Promissory Note Series.

There are two Series of Promissory Notes. Series A “Floating” Promissory Notes are designed to provide more flexibility. Investors may redeem their Series A “Floating” Promissory Notes at any time and the Company at its sole discretion may modify the interest rate at any time. Series B “Fixed” Promissory Notes are designed to provide more certainty. Investors may not redeem their Series B “Fixed” Promissory Notes until the end of the term, and the Company may not modify the interest rate during the term of the note. Series A “Floating” Promissory Notes are the default note on the Platform. The Company may offer Series B “Fixed” Promissory Notes from time to time. Each Promissory Note offered will denote an interest rate and a term. Investors may redeem funds from their Series A “Floating” Promissory Notes and transfer it to one of the offered Series B “Fixed” Promissory Notes. Series B “Fixed” Promissory Notes are identified on the Platform by the fixed term and interest rate presented to the Investor.

Interest Rate of Promissory Notes.

The Company reserves the right to modify the applicable interest rate on the Series A “Floating” Promissory Notes from time to time in its sole discretion. All updates to the applicable interest rate will be communicated to Investors through the Platform. All updates to the applicable interest rate shall apply to all outstanding Series A “Floating” Promissory Notes held by such Investor as of the effective date of the interest rate change and the Company. The Company may modify the offered interest rate and term on the Series A “Floating” Promissory Notes from time to time in its sole discretion. The Company may not modify the interest rate or term on a Series B “Floating” Promissory Notes that has been purchased by an Investor.

 Investor Series A “Floating” Redemption Right.

From and after the issuance date of the Promissory Notes and prior to the applicable maturity date of the Promissory Notes, an Investor may require the Company to redeem such Investor’s Series A “Floating” Promissory Note by exercising such Investor’s redemption right. The Investor may exercise such Investor’s redemption right with respect to an outstanding Promissory Note by providing notice to the Company through the Platform. In the event an Investor exercises such Investor’s put right with respect to a given Promissory Note, the Company will remit to the Investor’s Norhart Account the accrued and outstanding interest and outstanding principal balance as redemption date within thirty (30) days of such redemption date. The Investor does not have any redemption right on any Series B “Fixed” Promissory Notes.

Rollovers of Promissory Notes.

By default, on the applicable maturity date of the Series B “Fixed” Promissory Note will rollover into a new Series B “Fixed” Promissory Note for the same term. If the term is no longer offered, the Company will provide notice of which term such Note will rollover into, if any. The starting balance of the new Note will be the ending balance (including principal and interest) of the prior Note. The interest rate will be the currently offered Series B “Fixed” Promissory Note interest rate for the Note’s term. If the Purchase Agreement, Terms of Service, or other related documents have been updated, then the new documents will govern the new Note. The Investor may disable this rollover by disabling this auto renew feature on the Platform. The Investor may cancel this rollover within first 10 days of going into effect.

If the rollover described above is disabled or canceled, then on the applicable maturity date of the Series B “Fixed” Promissory Note, all payments received in respect of the outstanding principal balance and all accrued interest will rollover into a Series A “Floating” Promissory Note at the current and effective interest rate as of the rollover date.

PLAN OF DISTRIBUTION

Subscribing for Promissory Notes

We are offering up to $75,000,000 in our Promissory Notes pursuant to this Offering Circular. The Promissory Notes being offered hereby will only be offered through the Platform which may be found at https://www.norhart.com/invest. This Offering Circular will be furnished to prospective Investors via electronic PDF format before or at the time of all written offers and will be available for viewing and download on the Norhart website, as well as on the SEC’s website at www.sec.gov.

In order to subscribe to purchase Promissory Notes, a prospective Investor must sign up and provide funds for the purchase price in accordance with the instructions provided therein.

State Law Exemption and Offerings to “Qualified Purchasers”

Our Promissory Notes are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act of 1933). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state “Blue Sky” law review, subject to certain state filing requirements and anti- fraud provisions, to the extent that our Notes offered hereby are offered and sold only to “qualified purchasers” or at a time when our Promissory Notes are listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited Investors” under Rule 501(a) of Regulation D and (ii) all other Investors so long as their investment in our Promissory Notes does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, we reserve the right to reject any Investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such Investor is not a “qualified purchaser” for purposes of Regulation A.

Physical Notes Will Not be Issued

We will not issue Promissory Notes in physical or paper form. Instead, our Promissory Notes will be recorded and maintained on the Norhart Platform in electronic form.

Advertising, Sales and other Promotional Materials

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we may use additional advertising, sales and other promotional materials in connection with this offering to better understand possible demand for the Promissory Notes product. These “test-the-waters” materials may include information relating to our Company, this offering, the past performance of our loan transactions, articles and publications concerning small business lending, or public advertisements and audio-visual materials, in each case only as authorized by us. All such materials will contain disclaimers required by, and be disseminated in a fashion permitted by, Regulation A. Although these materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to our Promissory Notes, these materials will not give a complete understanding of this offering, us or our Promissory Notes and are not to be considered part of this Offering Circular. This offering is made only by means of this Offering Circular and prospective Investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in our Promissory Notes. To be clear, all Investors will be furnished with a copy of a current Offering Circular before or at the time of all written offers.

LEGAL MATTERS

Certain legal matters regarding the securities being offered by this Offering Circular will be passed upon for us by Donald T. Locke. The Company has received an opinion from __________________ regarding the validity of the Promissory Notes to be offered pursuant to Minnesota law.

EXPERTS

Our audited financial statements as of and for the period beginning on January 26, 2023 (date of inception) and ending January 31, 2023 have been included herein in reliance upon the reports of __________________, an independent auditor registered public account firm, as set forth in their report thereon, included therein, and incorporated herein by reference in reliance upon such report given on the authority such firm as an expert in accounting and auditing.

INDEX TO FINANCIAL STATEMENTS

Norhart Invest LLC

January 31, 2023

[Cherry Bekaert Opinion will be provided by Amendment]

Norhart Invest LLC

Balance Sheet

As of January 31, 2023

See accompanying notes to financial statements.

Norhart Invest LLC

Statement of Operations

For the Period from January 26, 2023 (Inception) Through January 31 2023

See accompanying notes to financial statements

Norhart Invest LLC

Statement of Member’s Deficit

For the Period from January 26, 2023 (Inception) Through January 31, 2023

See accompanying notes to financial statements.

Norhart Invest LLC

Statements of Cash Flows

For the Period from January 26, 2023 (Inception) Through January 31, 2023

See accompanying notes to financial statements

Norhart Invest LLC

Notes to the Financial Statements

January 31, 2023

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Liquidity

Our financial statements include Norhart Invest LLC (the “Company”), a Minnesota limited liability company formed on January 26, 2023.

Description of Business

Norhart, an affiliate of the Company, develops, builds, and manages real estate. Norhart is vertically integrated and owns the majority of the components of production from the manufacturing of wall panels and precast beams to the plumbing and electrical trades to management team leasing properties to the end customer. Norhart offers a variety of equity and debt investments. The Company raises capital through the Platform by offering Investors the Promissory Notes. The capital raised is then primarily invested into investments offered by Norhart and other lower risk investments like government bonds.

The Promissory Notes will be offered on the Platform, which is operated by the Company. Funds from the sale of these Promissory Notes are invested into loans and other products at the discretion of the Company, and the proceeds thereof will be used primarily to fund the acquisition of investments originated by Norhart Inc., its subsidiaries, and related entities to continually expand and replenish the portfolio of investments owned by the Company. These notes will be secured by the assets of the Company, which consists primarily of the portfolio of investments originated by Norhart, its subsidiaries, and related entitles and subsequently acquired and held by the Company.

Basis of Presentation and Liquidity

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.

Operations since inception have consisted primarily of organizing the Company. The accompanying financial statements have been prepared on a basis which assumes that the Company will continue as a going concern. The Company has not earned any revenue since its inception. The ultimate success of the Company is dependent on management’s ability to develop real estate projects at levels sufficient to generate operating revenues in excess of expenses.

Management evaluated the condition of the Company and has determined that until such sales levels can be achieved, management will need to secure additional capital to continue growing working capital and fund further development and operations. There is substantial doubt that the Company will continue as a going concern for at least one year following the date these financial statements were issued without additional financing.

Management intends to fund operations by capital obtained from Norhart Inc. However, there are no assurances that the Company can be successful in obtaining the additional capital or such financing will be on terms favorable or acceptable to the Company or Norhart Inc.

The financial statements do not include any adjustments that might result from the outcome of the uncertainties described in the financial statements. In addition, the financial statements do not include any adjustments relating to the recoverability and classification of assets nor the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

Norhart Invest LLC

Notes to the Financial Statements

January 31, 2023

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (concluded)

Use of Estimates

The preparation of financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturity of three months or less to be cash equivalents. From time to time, the Company could maintain cash deposits in excess of federally insured limits. The Company believes credit risk related to its cash and cash equivalents to be minimal.

Member’s Deficit

Michael S. Kaeding and Alyssa C. Kaeding (the “Members”) are the sole members of the Company. Norhart Inc. The Members contributed cash of $200 to the Company but have no further obligations to make any further capital contributions to the Company.

The business of the Company shall be managed by a manager who shall be appointed from time to time by the Members. The initial manager of the Company is Norhart Inc. Liability to the Company by the manager is limited to those items provided for in the Minnesota Limited Liability Company Act.

Income Taxes

Under current United States (“U.S.”) income tax laws, the taxable income or loss of a limited liability company is reported in the income tax returns of the members. Accordingly, no provision for U.S. federal or state income taxes is reflected in the accompanying financial statements.

The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the Financial Statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Related Party Transactions

The Company intends to finance its operations through funds received from the Members. During the period from January 26, 2023 (Inception) through January 31, 2023, the Members paid $155 to register the Company with the State of Minnesota, which was recorded as general and administrative expenses in the Company’s statement of operations.

NOTE 2: SUBSEQUENT EVENTS

Management has evaluated subsequent events through January 31, 2023, the date the financial statements were available to be issued, and determined that, there were no events which have occurred, that would require adjustment to or disclosure in these financial statements. 

PART III – EXHIBITS

Index to Exhibits

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Forest Lake, State of Minnesota, on February 24, 2023.

This offering statement has been signed by the following persons, in the capacities, and on the dates indicated.

III-2

Exhibit 2.1

Office of the Minnesota Secretary of State Certificate of Organization I, Steve Simon, Secretary of State of Minnesota, do certify that: The following business entity has duly complied with the relevant provisions of Minnesota Statutes listed below, and is formed or authorized to do business in Minnesota on and after this date with all the powers, rights and privileges, and subject to the limitations, duties and restrictions, set forth in that chapter. The business entity is now legally registered under the laws of Minnesota. Name: Norhart Invest LLC File Number: 1369813300028 Minnesota Statutes, Chapter: 322C This certificate has been issued on: 01/26/2023 Steve Simon Secretary of State State of Minnesota

Name Address: 1081 4th St. SW Suite #400 Forest Lake MN 55025 USA Office of the Minnesota Secretary of State Minnesota Limited Liability Company/Articles of Organization Minnesota Statutes, Chapter 322C The individual(s) listed below who is (are each) 18 years of age or older, hereby adopt(s) the following Articles of Organization: ARTICLE 1 - LIMITED LIABILITY COMPANY NAME: Norhart Invest LLC ARTICLE 2 - REGISTERED OFFICE AND AGENT(S), IF ANY AT THAT OFFICE: ARTICLE 3 - DURATION: PERPETUAL ARTICLE 4 - ORGANIZERS: Name: Michael S Kaeding Address: 1081 4th St SW Suite #400 Forest Lake MN 55025 USA If you submit an attachment, it will be incorporated into this document. If the attachment conflicts with the information specifically set forth in this document, this document supersedes the data referenced in the attachment. By typing my name, I, the undersigned, certify that I am signing this document as the person whose signature is required, or as agent of the person(s) whose signature would be required who has authorized me to sign this document on his/her behalf, or in both capacities. I further certify that I have completed all required fields, and that the information in this document is true and correct and in compliance with the applicable chapter of Minnesota Statutes. I understand that by signing this document I am subject to the penalties of perjury as set forth in Section 609.48 as if I had signed this document under oath. SIGNED BY: Michael S Kaeding MAILING ADDRESS: None Provided EMAIL FOR OFFICIAL NOTICES: tim.libertini@norhart.com

Articles of Organization of Norhart Invest LLC The undersigned, a natural person 18 years of age or older, herby adopts the following Articles of Organization to form a limited liability company ("Company") under Minnesota Statue, Chapter 322C. Article 1 The name of the Company is Norhart Invest LLC. Article 2 The office of the registered agent of the Company is as follows: 10814th St SW Suite#400 Forest Lake MN 5502S Article 3 The name and address of the organizer of the Company is as follows: Michael S. Kaeding 10814th St SW Suite#400 Forest Lake MN 5S02S Article 5 Each member's voting power corresponds to its percent ownership in the Company. No decision shall require more than a majority of the total voting power to approve. No member or director of the Company shall have any cumulative voting rights. Michael S. Ka Date

Work Item 1369813300028 Original File Number 1369813300028 STATE OF MINNESOTA OFFICE OF THE SECRETARY OF STATE FILED 01/26/2023 11:59 PM Steve Simon Secretary of State

Exhibit 2.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

NORHART INVEST LLC

A MINNESOTA LIMITED LIABILITY COMPANY

Michael S. Kaeding and Alyssa C. Kaeding, residents of the State of Minnesota, (each a “Member” and collectively the “Members”) hereby form a limited liability company pursuant to and in accordance with the Minnesota Limited Liability Company Act (the “Act”), and hereby declare the following to be the Limited Liability Company Agreement of such limited liability company (this “Agreement”):

1. Name. The name of the limited liability company formed hereby (the “Company”) is Norhart Invest LLC.

2. Purpose and Powers. The purpose of the Company is to engage in any activity for which limited liability companies may be organized in the State of Minnesota. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3. Certificates; Term; Existence. The Members hereby confirm that they have executed, delivered and filed the initial Certificate of Formation of the Company (as amended or restated from time to time, the “Certificate of Formation”) with the Office of the Secretary of State of the State of Minnesota (the “Secretary of State”). Upon the filing of the initial Certificate of Formation with the Secretary of State, their powers as “authorized persons” ceased, and the Members thereupon became the designated “authorized persons” and shall continue as the designated “authorized persons” within the meaning of the Act. The Members or a person designated by the Members shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in the State of Minnesota and in any other jurisdiction in which the Company may wish to conduct business. The term of the Company commenced on January 26, 2023, being the date the initial Certificate of Formation was filed with the Secretary of State, and the term of the Company shall continue until the dissolution of the Company pursuant to Section 15 hereof. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation pursuant to the Act and this Agreement.

4. Registered Office. The registered office of the Company in the State of Minnesota is located at 1081 4^th Street, Suite 400, Forest Lake MN 55025.

5. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Minnesota is Timothy Libertini at 1081 4^th Street, Suite 400, Forest Lake, MN 55025.

6. Admission of Members. Simultaneously with the execution and delivery of this Agreements, Michael C. Kaeding and Alyssa C. Kaeding are hereby admitted to the Company as the Members of the Company.

7. Interests. The Company shall be authorized to issue a single class of Limited Liability Company Interests (as defined in the Act, an “Interest”), that shall include any and all benefits to which the holders of such Interest may be entitled as provided in this Agreement, together with all obligations of such persons to comply with the terms and provisions of this Agreement. The Company hereby initially issues fifty-one percent (51%) of the Interests in the Company to Michael C. Kaeding and forty-nine percent (49%) of the Interests in the Company to Alyssa C. Kaeding.

8. Tax Characterization and Returns. The Members are hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

9. Management. The management of the Company shall be vested solely in the Members who hereby appoint themselves as the Directors of the Company, who shall have all powers to control and manage the business and affairs of the Company and may exercise all powers of the Company or delegate such powers to the executive officers of the Company. The Members hereby appoint Michael S. Kaeding as the Chief Executive Officer of the Company and Timothy R. Libertini as the Chief Financial Officer of the Company. All instruments, contracts, agreements and documents shall be valid and binding on the Company if executed by the Chief Executive Officer or the Chief Financial Officer.

10. Distributions. At such time as the Members shall determine, the Members may cause the Company to distribute any cash held by it that is neither reasonably necessary for the operation of the Company.

11. Assignments. The Members may assign all or any part of their Interests in the sole discretion of each Member. Any transferee of all or any portion of an Interest shall automatically be deemed admitted to the Company as a substituted Member in respect of the Interest or such portion thereof transferred by the transferring Member and the transferring Member shall be deemed withdrawn in respect of such Interest or portion thereof; provided, in any event, that the transferee must agree in a document or instrument to be bound by the terms of this Agreement.

12. Resignation. The Members may resign from the Company at any time. Upon any such resignation, the resigning Member shall receive the fair value of their Interest, determined as of the date they cease to be a Member of the Company.

13. Additional Members. Additional persons may be admitted as members of the Company in the discretion of the Member. To the extent that the admission of an additional member (or a substituted member pursuant to Section 12) causes there to be Members other than Michael C. Kaeding and Alyssa C. Kaeding, this Agreement shall be amended or amended and restated to reflect that the Company has more than these Members.

14. Compensation. Each Member or each Executive Officer may receive compensation for services rendered to the Company, as decided by the Members.

15. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Members, or (b) an event of dissolution of the Company under the Act unless, if permitted by the Act, the Company is continued without dissolution (or the dissolution is revoked) in accordance with the Act.

16. Distributions upon Dissolution. Upon the dissolution of the Company pursuant to Section 15 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors, and the Members shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the property of the Company has been distributed pursuant to this Section 16 and the Certificate of Formation has been cancelled pursuant to the Act and this Agreement. The Members shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 15 hereof, the Members shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Members, after paying or making reasonable provision for all of the Company’s creditors to the extent required by the Act.

17. Certificate of Cancellation. Upon completion of the liquidation and winding up of the Company in accordance with Section 16 hereof, the Members shall promptly cause to be executed and filed a Certificate of Cancellation in accordance with the Act and the laws of any other jurisdictions in which the Members deem such filing necessary or advisable to thereby terminate the Company.

18. Limited Liability. The Members shall have no liability for the debts, obligations or liabilities of the Company except to the extent required by the Act.

19. Amendment. This Agreement may be amended only in a writing signed by the Members.

20. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF MINNESOTA, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPAL THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

21. Severability. Except as otherwise provided in the succeeding sentence, every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any party to lose the benefit of its economic bargain.

22. Relationship between the Agreement and the Act. Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 22, “Default Rule” shall mean a rule stated in the Act that applies except to the extent it is negated or modified through the provisions of a limited liability company’s certificate of formation or limited liability company agreement.

23. Effectiveness of this Agreement. Pursuant to the Act, this Agreement shall be effective as of the time of the filing of the initial Certificate of Formation with the Secretary of State of Minnesota on January 26, 2023.

Minnesota.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the undersigned have caused this Limited Liability Company Agreement to be duly executed as of the 26^th day of January, 2023.

4

Exhibit 3.1

FORM OF SERIES A “FLOATING” PROMISSORY NOTE

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS REGISTERED AND QUALIFIED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.

Interest Rate: _____%

Date: _____________

FOR VALUE RECEIVED, the undersigned, Norhart Invest LLC, a Minnesota limited liability company, (the “Company”), PROMISES TO PAY to the order of ____________ (together with its successors and assigns, the “Investor”) the sum of ____________ ($________), together with unpaid interest at the rate specified below.

1. Principal and Term. The full term (the “Term”) of this Series A “Floating” Promissory Note (the “Note”) shall commence as of the date of this Note set forth above and shall be perpetual, subject to the redemption rights of the Company and the Investor as set forth herein. Subject to Section 2, the Outstanding Principal Balance (as defined herein) shall be due and payable in full upon the redemption of this Note by the Company or the Investor. For clarity, the Company and the Investor agree that if the Investor purchases Notes on multiple dates, the applicable Term of each Note shall begin on the date of purchase of such Note and be governed by the terms of the applicable Note. For purposes of this Note, “Outstanding Principal Balance” means, as of any date of determination, the principal amount of this Note that remains unpaid.

2. Interest.

(a) Calculation. Interest shall accrue on the Outstanding Principal Balance at the Interest Rate set forth above per annum (subject to Section 2(b) below) until the earliest to occur of the following: (i) the Note is either prepaid, redeemed or called by the Company; or (ii) the Note is called by the Investor pursuant to the Purchase Agreement by and among the Investor and the Company, as may be amended, restated, supplemented or otherwise modified from time to time (the “Purchase Agreement”). We compound interest daily, using the Daily Balance Method to calculate the interest on an Investor’s Note. This method applies a daily periodic rate to the Investor’s Note each day. First, a Daily Periodic Rate is calculated by using the following equation:

Daily Periodic Rate = (1 + Annual Rate) ^ (1 / 365) – 1

At the end of each day, the principal and the interest that has accrued to the Investor’s Note (including interest that hasn’t yet been posted) are added together and multiply that total by the Daily Periodic Rate. The result of that calculation is the interest the Investor earned on the Note for that day.

(b) Interest Rate Change. The Interest Rate applicable to this Note is subject to change by the Company from time to time. Any updates to the applicable Interest Rate shall apply to all outstanding Notes held by such Investor as of the effective date of the Interest Rate change and the Company shall have available upon the Investor’s request an amended and restated Note that reflects the current Interest Rate as of the effective date of any such updates to the Interest Rate. 

(c) Payments. All payments of interest by the Company under this Note shall accrue during the Term and shall be paid to the Investor on the 15th day of each month unless such date falls on a weekend or a holiday, in which case such amounts shall be paid on the next business day. Payments will be made by transfer of funds by the Company to the Investor’s Promissory Notes Account established on the Company’s website at https://www.norhart.com/invest or on the smartphone application owned and operated by the Company (the “Platform”).

(d) Prepayment. This Note shall be callable, redeemable, and prepayable at any time by the Company, in its sole discretion, at par value plus any accrued but unpaid interest up to, but not including the date of prepayment. The Investor understands that if Notes are prepaid or called by the Company or the Investor, as applicable, and the Investor wishes to withdraw funds from the Investor’s Promissory Notes Account, the Investor must initiate such withdrawal through the Company’s Platform. The Investor acknowledges and agrees that Company will not automatically disburse funds to the Investor outside of the Investor’s Promissory Notes Account.

3. Investor Redemption Right. This Note is subject to the Investor’s redemption rights as set forth in the Purchase Agreement. In the event an Investor calls a Note, the Company will credit the Investor’s Norhart Invest Account with the accrued and outstanding interest and outstanding principal balance within thirty (30) days of the Call Date. The Investor may redeem funds from their Notes at any time (as set for the herein) and transfer them to one of the other Promissory Notes as set forth in the Offering Circular, as may be amended from time to time by the Company.

4. Recourse. Notwithstanding anything to the contrary contained herein, the principal of and accrued interest on this Note shall be payable by the Company to the Investor and shall represent a full and unconditional obligation of the Company, and the Investor shall have a first priority security interest in all of the assets of the Company.

5. Events of Default. If any one of the following events shall occur and be continuing (each, an “Event of Default”): (i) the Company shall fail to pay as and when due in accordance with the terms hereof any principal on this Note, or premium, if any; (ii) the Company shall fail to pay as and when due in accordance with the terms hereof any interest on this Note, and such failure shall continue for sixty (60) days after the date when such payment is due and the time for payment has not been extended or deferred; or (iii) the Company shall cease its business operations, or file a petition for relief or commence a proceeding under any bankruptcy, insolvency, reorganization or similar law (or its governing board shall authorize any such filing or the commencement of any such proceeding) or have any such petition filed against it, have any liquidator, administrator, trustee or custodian appointed with respect to it or any substantial portion of its business or assets, make a general assignment for the benefit of creditors or generally admit its inability to pay its debts as they come due; then in any such event the Investor may, by notice to the Company, declare the entire Outstanding Principal Balance together with all interest accrued and unpaid thereon to be immediately due and payable, whereupon this Note and all such accrued interest shall become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company. Notwithstanding the foregoing, if any event described in clause (iii) above shall occur, the entire Outstanding Principal Balance together with all interest accrued and unpaid thereon shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company.

6. Binding Effect; Assignment. This Note shall be binding upon the Company and its successors and inure to the benefit of the Investor and its permitted successors and assigns. The obligations of the Company under this Note may not be delegated to or assumed by any other party, and any such purported delegation or assumption shall be null and void.

7. Miscellaneous.

(a) Payment. Both principal and interest are payable in lawful money of the United States of America to the Investor by credit to the Investor’s Promissory Notes Account, from which the Investor may then collect funds via any method provided in the Company’s website or the Platform.

(b) No Waiver. No delay on the part of the Investor in exercising any option, power or right hereunder, shall constitute a waiver thereof, nor shall the Investor be estopped from enforcing the same or any other provision at any later time or in any other instance.

(c) Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of Minnesota, without giving effect to principles of conflict of laws.

(d) Notice of Dispute Resolution by Binding Arbitration. Either party may, at its sole election, require that the sole and exclusive forum and remedy for resolution of any claim or dispute relating to this Note be final and binding arbitration pursuant to the terms and conditions set forth in the Purchase Agreement between the Company and the Investor (the “Arbitration Provision”), which is incorporated herein by reference. The Investor may opt out of the Arbitration Provision for all purposes by sending an arbitration opt out notice to Norhart Invest LLC, c/o Norhart Invest LLC, 1081 4^th St. SW, Suite 400, Forest Lake, MN 55025, Attention: Investor Support that is received within thirty (30) days of the date of the Investor’s first electronic acceptance of the terms of this Note. The opt out notice must clearly state that the Investor is rejecting arbitration; identify the agreement to which it applies by date; provide the Investor’s name, address, and social security or TIN-number; and be signed by the Investor. No other methods can be used to opt out of the Arbitration Provision. If the opt out notice is sent on the Investor’s behalf by a third party, such third party must include evidence of his or her authority to submit the opt out notice on the Investor’s behalf. This Section 6(d) does not waive the compliance by the Company with the federal securities laws and the rules and regulations promulgated thereunder.

(e) WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE COMPANY AND THE INVESTOR WAIVE A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS NOTE. NOTWITHSTANDING THE FOREGOING SENTENCE, BY AGREEING TO THIS SECTION 8(E), THE INVESTOR IS NOT DEEMED TO HAVE WAIVED THE COMPANY’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.

(f) Caption Headings. Caption or section headings in this Note are for convenience purposes only and are not to be used to interpret or define the provisions of the Note.

(g) Electronic Signatures. The Company and the Investor each agree that the Electronic Signature (defined below), whether digital or encrypted, of the Company and the Investor are intended to authenticate this writing and to have the same force and effect as manual signatures to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 USC §§ 7001, et seq.), or any other similar state laws based on the Uniform Electronic Transactions Act. “Electronic Signature” means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the date first above written.

3

Exhibit 3.2

FORM OF SERIES B “FIXED” PROMISSORY NOTE

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS REGISTERED AND QUALIFIED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.

Interest Rate: _____%

Date: _____________

FOR VALUE RECEIVED, the undersigned, Norhart Invest LLC, a Minnesota limited liability company, (the “Company”), PROMISES TO PAY to the order of ____________ (together with its successors and assigns, the “Investor”) the sum of ____________ ($________), together with unpaid interest at the rate specified below.

1. Principal and Term. The full term (the “Term”) of this Series B “Fixed” Promissory Note (the “Note”) shall commence as of the date of this Note set forth above until _____________ (the “Maturity Date”). Subject to Section 2, the Outstanding Principal Balance (as defined herein) shall be due and payable in full on the Maturity Date. For clarity, the Company and the Investor agree that if the Investor purchases Notes on multiple dates, the applicable Term of each Note shall begin on the date of purchase of such Note and be governed by the terms of the applicable Note. For purposes of this Note, “Outstanding Principal Balance” means, as of any date of determination, the principal amount of this Note that remains unpaid.

2. Interest.

(a) Calculation. Interest shall accrue on the Outstanding Principal Balance at the Interest Rate set forth above per annum until the earliest to occur of the following: (i) the Note is either prepaid, redeemed or called by the Company; or (ii) the Maturity Date pursuant to the Purchase Agreement by and among the Investor and the Company, as may be amended, restated, supplemented or otherwise modified from time to time (the “Purchase Agreement”). We compound interest daily, using the Daily Balance Method to calculate the interest on an Investor’s Note. This method applies a daily periodic rate to the Investor’s Note each day. First, a Daily Periodic Rate is calculated by using the following equation:

Daily Periodic Rate = (1 + Annual Rate) ^ (1 / 365) – 1

At the end of each day, the principal and the interest that has accrued to the Investor’s Note (including interest that hasn’t yet been posted) are added together and multiply that total by the Daily Periodic Rate. The result of that calculation is the interest the Investor earned on the Note for that day.

(b) Payments. All payments of interest by the Company under this Note shall accrue during the Term and shall be paid to the Investor on the Maturity Date. Payments will be made by transfer of funds by the Company to the Investor’s Promissory Notes Account established on the Company’s website at https://www.norhart.com/invest, or on the smartphone application owned and operated by the Company (collectively, the “Platform”).

(c) Prepayment. This Note shall be callable, redeemable, and prepayable at any time by the Company, in its sole discretion, at par value plus any accrued but unpaid interest up to, but not including the date of prepayment. The Investor understands that if Notes are prepaid or called by the Company before the Notes’ Maturity Date and the Investor wishes to withdraw funds from the Investor’s Promissory Notes Account, the Investor must initiate such withdrawal through the Company’s Platformp. The Investor acknowledges and agrees that Company will not automatically disburse funds to the Investor outside of the Investor’s Promissory Notes Account.

3. No Investor Redemption Right. This Note is not subject to any Investor’s redemption rights as set forth in the Purchase Agreement. This Note is not callable by the Investor. The Investor may not redeem funds from their Notes at any time.

4. Rollover of Note Proceeds. By default, on the Maturity Date of the Promissory Note will rollover into a new Series B “Fixed” Promissory Note for the same term. If the term is no longer offered, the Company will provide notice of which term the note will rollover into, if any. The starting balance of the new note will be the ending balance (including principal and interest) of the prior note. The interest rate will be the currently offered interest rate for the Promissory Note’s series and term. If the Purchase Agreement, Terms of Service, or other related documents have been updated, then the new documents will govern the new note. The Investor may disable this rollover by disabling this auto renew feature on the Platform. The Investor may cancel this rollover within first 10 days of going into effect. If the rollover described above is disabled or canceled, then on the applicable maturity date of the Promissory Note, all payments received in respect of the outstanding principal balance and all accrued interest will rollover into a Series A “Floating” Promissory Note at the current and effective interest rate as of the rollover date.

5. Recourse. Notwithstanding anything to the contrary contained herein, the principal of and accrued interest on this Note shall be payable by the Company to the Investor and shall represent a full and unconditional obligation of the Company, and the Investor shall have a first priority security interest in all of the assets of the Company.

6. Events of Default. If any one of the following events shall occur and be continuing (each, an “Event of Default”): (i) the Company shall fail to pay as and when due in accordance with the terms hereof any principal on this Note, or premium, if any; (ii) the Company shall fail to pay as and when due in accordance with the terms hereof any interest on this Note, and such failure shall continue for sixty (60) days after the date when such payment is due and the time for payment has not been extended or deferred; or (iii) the Company shall cease its business operations, or file a petition for relief or commence a proceeding under any bankruptcy, insolvency, reorganization or similar law (or its governing board shall authorize any such filing or the commencement of any such proceeding) or have any such petition filed against it, have any liquidator, administrator, trustee or custodian appointed with respect to it or any substantial portion of its business or assets, make a general assignment for the benefit of creditors or generally admit its inability to pay its debts as they come due; then in any such event the Investor may, by notice to the Company, declare the entire Outstanding Principal Balance together with all interest accrued and unpaid thereon to be immediately due and payable, whereupon this Note and all such accrued interest shall become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company. Notwithstanding the foregoing, if any event described in clause (iii) above shall occur, the entire Outstanding Principal Balance together with all interest accrued and unpaid thereon shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company. 

7. Binding Effect; Assignment. This Note shall be binding upon the Company and its successors and inure to the benefit of the Investor and its permitted successors and assigns. The obligations of the Company under this Note may not be delegated to or assumed by any other party, and any such purported delegation or assumption shall be null and void.

8. Miscellaneous.

(a) Payment. Both principal and interest are payable in lawful money of the United States of America to the Investor by credit to the Investor’s Promissory Notes Account, from which the Investor may then collect funds via any method provided on the Platform.

(b) No Waiver. No delay on the part of the Investor in exercising any option, power or right hereunder, shall constitute a waiver thereof, nor shall the Investor be estopped from enforcing the same or any other provision at any later time or in any other instance.

(c) Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of Minnesota, without giving effect to principles of conflict of laws.

(d) Notice of Dispute Resolution by Binding Arbitration. Either party may, at its sole election, require that the sole and exclusive forum and remedy for resolution of any claim or dispute relating to this Note be final and binding arbitration pursuant to the terms and conditions set forth in the Purchase Agreement between the Company and the Investor (the “Arbitration Provision”), which is incorporated herein by reference. The Investor may opt out of the Arbitration Provision for all purposes by sending an arbitration opt out notice to Norhart Invest LLC, c/o Norhart Invest LLC, 1081 4^th St. SW, Suite 400, Forest Lake, MN 55025, Attention: Investor Support that is received within thirty (30) days of the date of the Investor’s first electronic acceptance of the terms of this Note. The opt out notice must clearly state that the Investor is rejecting arbitration; identify the agreement to which it applies by date; provide the Investor’s name, address, and social security or TIN-number; and be signed by the Investor. No other methods can be used to opt out of the Arbitration Provision. If the opt out notice is sent on the Investor’s behalf by a third party, such third party must include evidence of his or her authority to submit the opt out notice on the Investor’s behalf. This Section 6(d) does not waive the compliance by the Company with the federal securities laws and the rules and regulations promulgated thereunder.

(e) WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE COMPANY AND THE INVESTOR WAIVE A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS NOTE. NOTWITHSTANDING THE FOREGOING SENTENCE, BY AGREEING TO THIS SECTION 8(E), THE INVESTOR IS NOT DEEMED TO HAVE WAIVED THE COMPANY’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.

(f) Caption Headings. Caption or section headings in this Note are for convenience purposes only and are not to be used to interpret or define the provisions of the Note. 

(g) Electronic Signatures. The Company and the Investor each agree that the Electronic Signature (defined below), whether digital or encrypted, of the Company and the Investor are intended to authenticate this writing and to have the same force and effect as manual signatures to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 USC §§ 7001, et seq.), or any other similar state laws based on the Uniform Electronic Transactions Act. “Electronic Signature” means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the date first above written.

3

Exhibit 4.1

FORM OF PROMISSORY NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (the “Agreement”) is entered into by the undersigned investor (“Investor” or “You”) in connection with such Investor’s purchase of Promissory Notes (each, a “Note” and collectively, the “Notes”) issued by Norhart Invest LLC, a Minnesota limited liability company (“Norhart Invest” or the “Company”) in accordance with the terms herein. Investor understands that the offer and sale of Notes by the Company has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and is being offered pursuant to that certain offering statement under Form 1-A (together with all exhibits, supplements, and post-qualification amendments, the “Offering Circular”) qualified by the Securities and Exchange Commission (“SEC”), which may be obtained from the SEC EDGAR filing website at https://www.sec.gov. No decision to invest in the Notes should be made without reading the Offering Circular and the other Note Purchase Documents (as such term is defined herein). The terms of this Agreement shall apply to all purchases of Notes by the Investor, including subsequent purchases of Notes and the Note Purchase Documents (defined below) made by the Investor from the Company. All purchases of Notes pursuant to this Agreement shall be evidenced by Notes and other Note Purchase Documents that shall reside on Company’s website and the Platform (defined below).

1. Purchase Agreement. Investor acknowledges that the Notes will be subject to the terms and conditions, including without limitation, restrictions on transfer, as set forth in this Agreement, the Notes, the Securities Act, the Offering Circular, the Terms of Service (“Terms of Service”) of the online investment platform available through the Company’s website or the smartphone application owned and operated by the Company (the “Platform”) and the Privacy Policy (“Privacy Policy”) of the Platform (collectively, the “Note Purchase Documents”). Investor further agrees that the Note Purchase Documents are subject to change from time to time at the sole discretion of the Company and agrees to read the Note Purchase Documents in their entirety to fully understand the terms therein prior to any purchase of the Notes.

2. Issuance of Notes. The Company shall have the sole right, at its sole and absolute discretion, to accept or reject this or any purchase, in whole or in part, for any reason.

(a) Investor will not be deemed to have purchased any Notes unless and until such time as all of the following conditions have occurred at the sole discretion of the Company: (A) this Agreement and such other documentation as may be requested by the Company has been duly and validly executed by Investor, delivered to the Company and accepted by the Company and (B) the Company is in receipt of the purchase price for the Notes.

(b) Notwithstanding anything in this Agreement to the contrary, the Company shall not offer, and shall have no obligation to issue any of the Notes to any person who is a resident of a jurisdiction in which any such offering or the issuance of Notes to such person would constitute a violation of any applicable law, including without limitation, a violation of the securities, “blue sky” or other similar laws of such jurisdiction. Investor agrees to pay to the Company the aggregate purchase price for the Notes as designated by the Company by establishing an account (the “Norhart Invest Account”) on the Platform and using the Platform to initiate a purchase of the amount and type of Notes that Investor wishes to purchase. The Notes will be electronically signed and stored by the Company and will remain in the Company’s custody. Investors may view the Notes by accessing their account on the Platform.

3. Terms of the Notes and Investor Acknowledgments. Investor hereby acknowledges and agrees that:

(a) EACH NOTE SHALL HAVE THE TERMS AND CONDITIONS SET FORTH IN THE APPLICABLE NOTE ISSUED BY THE COMPANY, WHICH IS AVAILABLE FOR THE INVESTOR’S REVIEW ON THE PLATFORM PRIOR TO PURCHASE.

(b) The Notes have not been registered under the United States Securities Act of 1933, or under the securities act of any other jurisdiction, nor is any such registration contemplated. The Notes will be offered and sold under the exemption provided by Regulation A of the Securities Act of 1933 pursuant to the Offering Circular, available on the SEC’s EDGAR filing database at https://www.sec.gov, and other exemptions of similar import in the laws of the states and other jurisdictions where the offering will be made. Neither the SEC nor any state securities commission has passed upon the merits of or given its approval of any securities offered or the terms of the offering nor passed upon the accuracy or completeness of any Offering Circular or other selling literature. Any representation to the contrary is a criminal offense. The Notes are being offered pursuant to an exemption from registration with the SEC. However, the SEC has not made an independent determination that the securities offered thereunder are exempt from registration.

(c) INVESTMENT IN THE NOTES IS HIGHLY RISKY AND THE INVESTOR MAY LOSE ALL OF SUCH INVESTOR’S INVESTMENT. THE NOTES ARE HIGHLY SPECULATIVE SECURITIES. THE INVESTOR SHOULD PURCHASE THESE SECURITIES ONLY IF SUCH INVESTOR CAN AFFORD A COMPLETE LOSS OF SUCH INVESTOR’S INVESTMENT. BEFORE PURCHASING ANY NOTE OFFERED BY THE COMPANY, THE INVESTOR HAS REVIEWED THE RISK DISCLOSURES AND OTHER TERMS OF THE PROMISSORY NOTE OFFERING AVAILABLE IN THE OFFERING CIRCULAR AND THE OTHER NOTE PURCHASE DOCUMENTS.

(d) THE NOTES DO NOT REPRESENT AN OWNERSHIP INTEREST IN ANY INVESTMENTS OWNED BY THE COMPANY, THEIR PROCEEDS, OR ANY OTHER ASSETS OF THE COMPANY. THE NOTES ARE OBLIGATIONS OF NORHART INVEST ONLY AND NOT OF THE MEMBERS OF THE COMPANY OR ANY AFFILIATE OR SUBSIDIARY THEREOF OR OF ANY PAYMENT OBLIGORS UNDER THE LOANS OWNED BY THE COMPANY.

(e) ALL AGREEMENTS AND OBLIGATIONS RELATING TO THE NOTES ARE BETWEEN THE INVESTOR AND NORHART INVEST AND NOT WITH ANY THIRD PARTY. THE INVESTOR IS SOLELY RESPONSIBLE FOR SUCH INVESTOR’S INTERACTIONS WITH OTHER USERS BOTH WITHIN THE PLATFORM AND OUTSIDE OF THE COMPANY’S PLATFORM. IT IS PROHIBITED FOR INVESTORS TO CONTACT EACH OTHER OUTSIDE OF THE COMPANY’S PLATFORM FOR PURPOSES RELATED TO ACTIVITIES ON COMPANY’S PLATFORM. CONSISTENT WITH THIS PROHIBITION, NORHART INVEST EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR INTERACTIONS BETWEEN INVESTORS OUTSIDE OF THE PLATFORM.

(f) NORHART INVEST HAS A LIMITED OPERATING HISTORY, AND, AS AN ONLINE COMPANY, FACES INCREASED RISKS, UNCERTAINTIES, EXPENSES, AND DIFFICULTIES, WHICH COULD IMPACT YOUR INVESTMENT IN THE NOTES.

(g) NORHART INVEST WILL ISSUE THE NOTES ONLY IN ELECTRONIC FORM AND HOLD THE NOTES ON THE PLATFORM.

4. Purchasing Notes through the Norhart Invest Account.

(a) You purchase Notes through your Norhart Invest Account. You fund your Norhart Invest Account by linking your bank account and transferring money to your Norhart Invest Account via ACH transfer. For example, when You register for an account and then elect to purchase a Note, You will first be prompted to link your bank account and transfer funds to your Norhart Invest Account in order to complete the purchase. Norhart Invest may allow you, to the extent permitted by applicable law, to fund your Norhart Invest Account through other means. If a funds transfer is required before completion of a commitment, the commitment will be completed as one action if there are sufficient funds in the linked bank account. We are not responsible for any fees You may be charged by your banking institution as a result of any transaction involving your Norhart Invest Account, including without limitation, any insufficient funds fees assessed to You in the event there are insufficient funds available in your bank account to complete the transaction.

(b) Investor agrees that any transaction or notification involving the Notes or this Agreement that occurs on the Platform either through the Norhart Invest Platform shall be the action of the Investor authorized by them.

5. Interest Rate of Notes. From time to time, the Company may update the interest rate applicable to the issuance of new Notes. All updates to interest rates will be communicated by Norhart Invest through the Company Platform. Investor acknowledges and agrees that any updates to the applicable interest rate shall apply to all outstanding Notes held by such Investor as of the effective date of the interest rate change unless the applicable Promissory Note issued by the Company, which is available for the investor’s review on the Platform prior to purchase, forbids it.

6.  Investor Redemption Right. The applicable Promissory Note issued by the Company, which is available for the investor’s review on the Platform prior to purchase, may grant the Investor a redemption right. The Investor may exercise such Investor’s redemption right by providing notice to the Company through the Platform. In the event an Investor exercises such Investor’s redemption right the Company will remit to the Investor’s Norhart Invest Account the accrued and outstanding interest and outstanding principal balance as of the redemption date within thirty (30) days of such redemption date. The Investor does not have any redemption right unless the applicable Promissory Note issued by the Company, which is available for the Investor’s review on the Platform prior to purchase, grants it.

7. Rollovers Promissory Notes. By default, on the applicable maturity date of the Promissory Note will rollover into a new Promissory Note of the same series for the same term. If the term is no longer offered, the Company will provide notice of which term the Note will rollover into, if any. The starting balance of the new Note will be the ending balance (including principal and interest) of the prior Note. The interest rate will be the currently offered interest rate for the Promissory Note’s series and term. If the Purchase Agreement, Terms of Service, or other related documents have been updated, then the new documents will govern the new Note. The Investor may disable this rollover by disabling this auto renew feature on the Platform. The Investor may cancel this rollover within first 10 days of going into effect. If the rollover described above is disabled or canceled, then on the applicable maturity date of the Promissory Note, all payments received in respect of the outstanding principal balance and all accrued interest will rollover into a Promissory Note with an Investor Redemption Right at the current and effective interest rate as of the rollover date.

8. Prepayment. Promissory Notes of any series are callable, redeemable, and prepayable at any time by the Company at par value plus any accrued but unpaid interest.

9. Representations, Warranties, and Covenants of Investor. On the date hereof, and as of the date of any rollover of the Notes or purchase of additional Notes, Investor hereby represents and warrants to the Company that:

(a) Investor is either: (i) an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”); or (ii) if not an “accredited investor” as defined in subclause (i), such Investor will not invest more than 10% of such Investor’s annual income or net worth (whichever is greater) as those terms are defined in Rule 251(d)(2)(i)(C) of Regulation A. Investor further represents and warrants that he or she: (i) satisfies any additional minimum financial suitability standards applicable to the state in which such Investor resides; and (ii) agrees to provide any additional documentation reasonably requested by the Company, as may be required by the securities administrators or regulators of the federal government or of any state.

(b) As of the date of this Agreement and as of any date that Investor commits to purchase Notes, (i) Investor has the power to enter into and perform Investor’s obligations under the Note Purchase Documents; (ii) the Agreement has been duly authorized, executed and delivered by such Investor; and (iii) in connection with this Agreement and such Investor’s purchase of Notes, Investor has complied in all respects with applicable federal, state and local laws.

(c) Investor is aware of the applicable limitations under the Securities Act relating to the Notes and that the Notes have not been registered under the Securities Act, and that such securities cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available.

(d) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Notes (each such transaction, a “Transfer”) unless (i) the Notes are registered under the Securities Act or Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a description of the proposed disposition, and, unless waived by the Company in writing, the Company is given an opinion of counsel reasonably acceptable to the Company, that such registration is not required under the Securities Act, and (ii) any buyer, transferee, pledgee, donee or assignee, respectively, shall agree in writing to be bound by the terms hereof prior to any such Transfer. Any such recipient of the Notes is referred to herein as a “Transferee”, and the Transferee shall be entitled to the benefits of this Agreement and to enforce this Agreement against the Company as if the Transferee were Investor.

(e) Investor acknowledges that there is no public market for the Notes and that no market may ever develop for them. Investor further acknowledges that neither the SEC nor any state securities regulator has passed upon or endorsed the merits of any investment decision in the Notes.

(f) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Notes.

(g) In connection with the purchase of the Notes, Investor has consulted its legal, accounting, regulatory, and tax advisors to the extent such Investor has deemed appropriate.

(h) Investor recognizes that: (i) an investment in the Notes involves a high degree of risk and (ii) no assurance or guarantee has or can be given that an investor in the Company will receive a return of such Investor’s capital or realize a profit on such Investor’s investment.

(i) Investor has received, read, and fully understands the Offering Circular. Further, Investor has received and reviewed all information that he, she or it considers necessary or appropriate for deciding whether to purchase the Notes. Investor has further had the opportunity to obtain all information regarding such Investor’s investment in the Notes which Investor deems necessary or appropriate.

(j) Investor understands that the Company may, at its sole discretion (but is not required to) call, redeem or prepay the Notes at any time. Investor understands that if Notes are prepaid or called by the Company before the applicable Maturity Date (as such term is defined in the applicable Notes) and the Investor wishes to withdraw funds from such Investor’s Norhart Invest Account, Investor must initiate such withdrawal through the Platform. Investor acknowledges and agrees that Company will not automatically disburse funds to the Investor outside of such Investor’s Norhart Invest Account.

(k) Investor has not relied on any information or representations with respect to the Company or the offering of Notes, other than as expressly set forth herein or in the Offering Circular.

(l)  Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of Investor’s entire investment in the Notes, and he, she or it will not experience personal hardship if such a loss occurs.

(m) Investor is purchasing the Notes solely for such Investor’s own account for investment, not for the account of any other person, not with a view to, or for, any resale, distribution or other transfer thereof, and not for any illegal activity, fraud or other purposes that would violate the general laws of the United States of America and/or any state or local laws.

(n) Investor’s exact legal name, physical address, date of birth, and taxpayer identification number are accurately set forth in such Investor’s Norhart Invest Account, and Investor will promptly update the Company if any of the information stated herein or on the Platform changes.

(o) Investor has been advised that the Notes will be issued electronically and held on the the Company’s Platform by the Company, and that the Notes can be viewed by Investor by accessing its account on the Company’s Platform.

10. Representations and Warranties of the Company. The Company hereby represents and warrants to Investor 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 Minnesota and has corporate power to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed (by electronic execution), and delivered by the Company; (c) the Notes as reflected in the applicable Note Agreement have been duly authorized and, following payment of the purchase price by You and electronic execution, authentication and delivery to You of the Note Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws or general principles of equity; and (d) it has complied in all material respects with applicable federal, state and local laws in connection with the offer and sale of the Notes. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE NOTE AGREEMENT, OR THE OFFERING CIRCULAR, NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF THE COMPANY WITH RESPECT TO THE SUBJECT MATTER HEREOF.

11. Termination. We may, in our sole discretion, with or without cause, terminate this Agreement by giving You written notice. In addition, upon our reasonable determination that You committed fraud or made a material misrepresentation in connection with a commitment to purchase a Note, performed any prohibited activity, or otherwise failed to abide by the terms of any of the Note Purchase Documents, including each Note to which You are a party, we may, in our sole discretion, immediately and without notice, take one or more of the following actions: (a) terminate or suspend your right to purchase Notes; or (b) terminate this Agreement and your registration with the Company. Upon termination of this Agreement and your registration with the Company, any Note purchase commitments You have made shall be terminated and any funds You may have committed towards such purchase commitments shall be returned to you. Any Notes You purchase prior to the effective date of termination shall remain in full force and effect in accordance with their terms.

12. Investments and Investor Withdrawals. Investor acknowledges and agrees that:

(a) Payments made by Investor in respect of a purchase of Notes may be held for up to five (5) business days before the corresponding Notes are issued. Notwithstanding the foregoing, the Company reserves the right to delay the issuance of Notes at its sole discretion for any reason as necessary to ensure that funds have properly been deposited with Norhart Invest including, but not limited to, issues with electronic transfer delays, bank settlement timing, etc.

(b) All Investor withdrawals from an Investor’s Norhart Invest Account may take up to thirty (30) days from the date of receipt of the funds to be remitted back to Investor. Notwithstanding the foregoing, Norhart Invest reserves the right to shorten or delay the time frame for remitting funds back to Investor for any reason in its sole discretion, including, but not limited to, ensuring that any investment in the Notes has been correctly processed and cleared; and

(c) (i) This product is not a deposit product, that Norhart Invest is not a bank, and that certain funds availability expectations do not apply to this investment; (ii) neither the Company nor the Notes are governed by banking deposit rules, including without limitation, Regulation CC, and (iii) Investor has no expectation that funds will be available on demand.

13. Security Interest. Norhart Invest hereby grants to Investor a present and continuing first priority security interest in all assets of the Company, including the real estate investments owned by the Company and any proceeds of such loans.

14. Miscellaneous.

(a) No Advisory Relationship. Each of Investor and the Company acknowledges and agrees that the purchase and sale of the Notes pursuant to this Agreement is an arms-length transaction between the Investor and Norhart Invest. In connection with the purchase and sale of the Notes, Norhart Invest is not acting as the Investor’s agent or fiduciary. Norhart Invest assumes no advisory or fiduciary responsibility in the Investor’s favor in connection with the purchase and sale of the Notes. Norhart Invest has not provided the Investor with any legal, accounting, regulatory, or tax advice with respect to the Notes.

(b) LIMITATION 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.

(c) 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.

(d) Survival. All representations, warranties and covenants contained in this Agreement shall survive the acceptance of the subscription by the Company and the consummation of the subscription.

(e) Waiver. Neither this Agreement nor any provisions hereof shall be amended or waived except with the written consent of the Company. Any waiver of a breach of any provision of this Agreement will not be a waiver of any subsequent breach. Failure or delay by Norhart Invest to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition.

(f) Amendment. The Company reserves the right to make changes to this Agreement from time to time, and the Company will send or post electronic notice of such changes by email or via the Platform.

(g) Successors and Assigns. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

(h) Governing Law. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Minnesota without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Minnesota to the rights and duties of the parties.

(i) Entire Agreement. This Agreement and the Notes constitute the entire agreement between the parties regarding the subject matter contained herein and supersedes all prior or contemporaneous agreements, representations and understandings of the parties.

(j) Electronic Signature and Delivery. This Agreement, the Notes, and all signatures and disclosures related to Investor’s purchase of the Notes (collectively, the “Disclosures”) are provided only by electronic means through the Platform or via email. Each of the Company and the Investor hereby consent to electronic signature and delivery of all documents related to the purchase of the Notes by Investor by such electronic means.

(k) Notices. All notices, requests, demands, required Disclosures, and other communications to You from Norhart Invest will be transmitted to You only by email to the email 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. If your registered email address changes, You must notify Norhart Invest promptly. 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 Norhart Invest via email at invest@norhart.com or in writing to Norhart Invest LLC, 1081 4^th St. SW, Suite 400, Forest Lake MN 55025, Attention: Investor Support.

(l) Agreement Term. The terms of this Agreement shall survive until the Maturity Date of the last outstanding Note purchased by You or until your account on the Platform is closed whichever is later. The parties stipulate that there are no third-party beneficiaries to this Agreement.

(m) Assignment. You may not assign, transfer, sublicense, or otherwise delegate your rights or responsibilities under this Agreement to any person without prior written consent from Norhart Invest. Any such assignment, transfer, sublicense, or delegation in violation of this Section 15(m) shall be null and void.

(n) Severability. 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.

(o) Headings. The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement in any way.

15. Indemnification. In addition to any indemnification obligations set forth in the Terms of Service, You agree to indemnify, defend, protect and hold harmless the Company, any of our affiliates, any of our subsidiaries and our and their respective officers, directors, managers, members, shareholders, employees and agents (the “Norhart Invest Parties”) against all claims, liabilities, actions, costs, damages, losses, demands and expenses of every kind, known or unknown, contingent or otherwise (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) (collectively, the “Losses”), based upon or arising out of (a) any material breach of any obligation You undertake in this Agreement or in any other Note Purchase Document, including but not limited to your obligation to comply with applicable laws; or (b) your acts and omissions, and your representations (and those of your employees, agents or representatives) relating to the Norhart Invest Parties. You do not have any liability at any time in excess of an amount equal to the aggregate payments due and outstanding under any Notes You hold; provided, however, that the foregoing limitation shall not apply to recovery for Losses based upon or arising out of any inaccuracy in or breach of your representations and warranties set forth in this Agreement. We may, among other remedies available to us, collect against Losses by off-setting amounts owed to You as Note Payments. Your obligation to indemnify the Norhart Invest Parties shall survive termination of this Agreement, regardless of the reason for termination.

16. 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.

17. 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; a web browser; and a modern computer.

18. TCPA Consent. You expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that You have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge You according to the type of plan You carry.

19. Additional Mobile Technology Requirements. If You are accessing the Platform and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements You must make sure that You have software on your mobile device that allows You to print and save the Disclosures presented to You during the application process. These applications can be found for most mobile devices in each such device’s respective “app store”. If You do not have these capabilities on your mobile device, please access the Platform through a device that provides these capabilities.

20. Withdrawing Consent. You may withdraw your consent to receive Disclosures electronically by contacting us at the address identified in the Offering Circular (as it may be supplemented or amended from time to time). If You are investor on the Platform and You withdraw your consent to receive Disclosures electronically, You may continue to contribute funds to requests on the Platform. If You have already purchased one or more Notes, all previously agreed to terms and conditions will remain in effect, and we will send Disclosures to your verified home address provided during registration. If You withdraw your consent to receive IRS Forms 1099 electronically, we will confirm your withdrawal and its effective date in writing by email.

21. How to Contact Us Regarding Electronic Disclosures. You can contact us (for technical assistance, to request a paper copy of a document, or otherwise) via email or phone. You agree to keep us 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 invest@norhart.com or by calling (651) 689-4830. You also agree to update your registered residence address and telephone number on the web site 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.

22. Notices. All notices, requests, demands, required Disclosures and other communications from the Company to You will be transmitted to You only by email to the email 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. You shall send all notices or other communications required to be given hereunder to the Company via email at invest@norhart.com or by writing to: Norhart Invest LLC, 1081 4^th St. SW, Suite 400, Forest Lake, MN 55025, Attention: Investor Support or at the address identified in the Offering Circular (as it may be supplemented or amended from time to time). You may call the Company at (651) 689-4830 or the phone number identified in the Offering Circular (as it may be supplemented or amended from time to time), but calling may not satisfy your obligation to provide notice hereunder or otherwise preserve your rights.

23. Notice of Dispute Resolution by Binding Arbitration.

(a) Unless You opt out as provided pursuant to Section 24(b) below, 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 24 (the “Arbitration Provision”). Notwithstanding the foregoing sentence, by agreeing to this Arbitration Provision, You are not deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations thereunder. Unless otherwise agreed to in writing by the Company, the arbitration shall be conducted in Minneapolis, MN. “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 the Company (or persons claiming through or connected with the Company), 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 24(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 Norhart Invest LLC, 1081 4^th St. SW, Suite 400, Lake Forest MN 55025, Attention: Investor Support or at the address identified in the Offering Circular (as it may be supplemented or amended from time to time) that is received at the specified address within 30 days of the date of your first 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 or TIN-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 their 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 of the administrator’s filing costs and administrative fees (other than hearing fees). If 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 administrator’s rules. We shall pay the administrator’s 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 administrator’s 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 administrator’s 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 (i) 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 (ii) 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 24(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 24(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 own, or any amounts owed on such loans Note or notes, to any other person or entity. If any portion of this Arbitration Provision other than Section 24(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 24(f) are finally adjudicated pursuant to the last sentence of Section 24(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.

(i) 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.

24. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE COMPANY AND THE INVESTOR WAIVE A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS NOTE. NOTWITHSTANDING THE FOREGOING SENTENCE, BY AGREEING TO THIS SECTION 25, THE INVESTOR IS NOT DEEMED TO HAVE WAIVED THE COMPANY’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.

25. Caption Headings. Caption or section headings in this Note are for convenience purposes only and are not to be used to interpret or define the provisions of the Note.

26. Electronic Signatures. The Company and the Investor each agree that the Electronic Signature (defined below), whether digital or encrypted, of the Company and Investor are intended to authenticate this writing and to have the same force and effect as manual signatures to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 USC §§ 7001, et seq.), or any other similar state laws based on the Uniform Electronic Transactions Act. “Electronic Signature” means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

[Signatures on Following Page]

IN WITNESS WHEREOF, Investor has executed this Agreement this ______ day of _________, 2023.

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