UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

For the fiscal year ended December 31, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission File Number: 333-273163

EQT Exeter Real Estate Income Trust, Inc.

(Exact name of Registrant as specified in its charter)

Maryland	88-4108741	~~88-4108741~~

(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Five Radnor Corporate Center100 Matsonford Road, Suite 250 Radnor, Pennsylvania (Address of principal executive offices)	19087(Zip Code)

Five Radnor Corporate Center100 Matsonford Road, Suite 250 Radnor, Pennsylvania (Address of principal executive offices)		19087(Zip Code)

(610) 828-3200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered None None None

Securities registered pursuant to Section 12(g) of the Act: None.

N/A

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the common stock held by non-affiliates of the registrant: There is currently no established public market for the registrant’s shares of common stock. ~~There were no shares of common stock held by non-affiliates at June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter.~~

As of March 2820, ~~2025~~2026, the registrant had the following shares of common stock outstanding: ~~243~~2,~~538~~457 shares of Class T common stock, 594,895 shares of Class I common stock, 2,~~680~~787,~~306~~ 504 shares of Class A-I common stock, ~~197~~3,~~955~~031,157 shares of Class A-II common stock, and 97134,~~853~~832 shares of Class E common stock. There were no shares of Class ~~T common stock, Class~~ S common stock and Class D common stock outstanding.

Table of Contents

TABLE OF CONTENTS

		Page
		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	1112
Item 1B.	Unresolved Staff Comments	7172
Item 1C.	Cybersecurity	72
Item 2.	Properties	73
Item 3.	Legal Proceedings	7374
Item 4.	Mine Safety Disclosures	7374

PART II
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	75
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	74
Item 6.	Reserved	87
Item 6.	Reserved	85
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	88
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	85
Item 7A.	Qualitative and Quantitative Disclosures About Market Risk	106
Item 7A.	Qualitative and Quantitative Disclosures About Market Risk	99
Item 8.	Financial Statements and Supplementary Data	106
Item 8.	Financial Statements and Supplementary Data	100
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	106
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	100
Item 9A.	Controls and Procedures	107
Item 9A.	Controls and Procedures	101
Item 9B.	Other Information	107
Item 9B.	Other Information	101
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	107
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	101
PART III

Item 10.	Directors, Executive Officers and Corporate Governance	108
PART III
Item 11.	Executive Compensation	112
Item 10.	Directors, Executive Officers and Corporate Governance	102
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	114
Item 11.	Executive Compensation	106
Item 13.	Certain Relationships and Related Transactions, and Director Independence	116
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	107
Item 14.	Principal Accounting Fees and Services	128
Item 13.	Certain Relationships and Related Transactions, and Director Independence	110
PART IV
Item 14.	Principal Accounting Fees and Services	123
Item 15.	Exhibits and Financial Statements Schedules	129

Item 16.	Form 10‑K Summary	131
PART IV
	Signatures	132
Item 15.	Exhibits and Financial Statements Schedules	124
	Index to the Consolidated Financial Statements and Financial Statement Schedules	F-1
Item 16.	Form 10-K Summary	127
	Signatures	128
	Index to the Consolidated Financial Statements and Financial Statement Schedules	F-1

Table of Contents

Part I

References herein to “EQRT”, the “Company”, “we”, “us”, or “our” refer to EQT Exeter Real Estate Income Trust, Inc., a Maryland corporation, and its subsidiaries unless the context specifically requires otherwise.

Cautionary Note Regarding Forward Looking Statements

This Annual Report on Form 10-‑K (the “Annual Report”) contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology such as “believe”, “expect”, “anticipate”, “estimate”, “plan”, “continue”, “intend”, “should”, “may” or similar expressions, or the negatives thereof. These may include our financial projections and estimates and their underlying assumptions, statements about plans, objectives and expectations with respect to future operations, including the impact of macroeconomic trends and market forces, statements with respect to acquisitions and repurchases, statements regarding future performance and statements regarding identified but not yet closed acquisitions. Such forward-looking statements are inherently uncertain and there are or may be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document (or our prospectus and other filings). Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

For a discussion of some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements, see the risks identified in “Summary Risk Factors” below and in Part I, Item 1A of this Annual Report.

Summary Risk Factors

The following is only a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows. The following should be read in conjunction with the more complete discussion of the risk factors we face, which are set forth in the section entitled “Risk Factors” in Part I, Item 1A of this Annual Report:

•

● We have a limited operating history and there is no assurance that we will be able to successfully achieve our investment objectives.

•

● Since there is no public trading market for shares of our common stock, repurchase of shares by us will likely be the only way to dispose of your shares. Our share repurchase plan provides stockholders with the opportunity to request that we repurchase their shares on a monthly basis, but we are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular month in our discretion. In addition, repurchases will be subject to available liquidity and other significant restrictions. Further, our board of directors may make exceptions to, modify or suspend our share repurchase plan if in its reasonable judgment it deems such action to be in our best interest, such as when a repurchase request would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us that would outweigh the benefit of the repurchase offer. Our board of directors cannot terminate our share repurchase plan absent a liquidity event which results in our stockholders receiving cash or securities listed on a national securities exchange or where otherwise required by law. As a result, our shares should be considered as having only limited liquidity and at times may be illiquid.

•

● We cannot guarantee that we will make distributions, and if we do, we may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale or repayment of our assets, borrowings, return of capital, offering proceeds or the temporary deferral or waiver of fees and expense reimbursements (including the payment of fees with shares of our stock), and we have no limits on the amounts we may pay from such sources.

•

● The purchase and repurchase price for each class of our common stock will generally be based on our prior month’s net asset value (“NAV”) for the applicable share class and will not be based on any public trading market. Although there will be independent valuations of our properties from time to time, the valuation of properties is inherently subjective and our NAV may not accurately reflect the actual price at which our properties could be liquidated on any given day.

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•

● We have no employees and are dependent on ~~Exeter~~EQT ~~Property~~Real ~~Group~~Estate, LLC (“EQT Real Estate”, and in its capacity as our adviser, the “Adviser”), to conduct our operations. Our Adviser will face conflicts of interest as a result of, among other things, the allocation of investment opportunities among us and Other EQT Real Estate Accounts (as defined below), the allocation of time of its investment professionals and the level of fees that we will pay to our Adviser. “Other EQT Real Estate Accounts” refers to other investment funds, programs, real estate investment trusts (“REITs”), entities and separate accounts formed, sponsored, advised or managed by EQT Real Estate or its affiliates.

•

● Our offerings are being made on a “best efforts” basis. If we are not able to raise a substantial amount of capital in the near term, our ability to achieve our investment objectives could be adversely affected.

•

● Principal and interest payments on any borrowings will reduce the amount of funds available for distribution or investment in additional real estate assets.

•

● There are limits on the ownership and transferability of our shares.

•

● Although our investment strategy is to invest in primarily stabilized, income-oriented commercial real estate in a range of asset types with a focus on providing current income to investors, an investment in us is not an investment in fixed income. Fixed income has material differences from an investment in us, including those related to vehicle structure, investment objectives and restrictions, risks, fluctuation of principal, safety, guarantees or insurance, fees and expenses, liquidity and tax treatment.

•

● We ~~intend~~elected to ~~elect to~~ be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2024, and we intend to operate in a manner that will allow us to continue to qualify as a REIT. If we fail to qualify as a REIT and no relief provisions apply, our NAV and cash available for distribution to our stockholders could materially decrease.

•

● The acquisition of investment properties may be financed in substantial part by borrowing, which increases our exposure to loss. The use of leverage involves a high degree of financial risk and will increase the exposure of the investments to adverse economic factors.

•

● Investing in commercial real estate assets involves certain risks, including but not limited to: tenants’ inability to pay rent (whether due to property-specific factors, sector-level issues, or broader macroeconomic conditions), increasing or sustained elevated interest rates and lack of availability of financing, tenant turnover and vacancies, changes in supply of or demand for similar properties in a given market, and risk of property obsolescence.

•

● Disruptions in the U.S. and global economies and financial markets may adversely impact or disrupt our business and may adversely impact the performance of our investments. The U.S. real estate markets continue to be impacted by the challenging macroeconomic environment, including ~~persistent~~as ~~inflation~~a result of uncertainties regarding actual and potential shifts in U.S. and foreign policies on trade and other fiscal, ~~geopolitical~~monetary ~~uncertainty~~and regulatory policies, including with respect to treaties and ~~particularly~~tariffs, ~~the~~trade ~~effect~~disputes ofbetween the ~~current~~U.S. and foreign trading partners, inflationary pressures, elevated interest ~~rate~~rates, ongoing conflicts such as in the Middle East and ~~financing~~other ~~environment~~geopolitical events generally. Our success is dependent on general market and economic conditions.

Item 1. Business

Item 1.General Description of Business and Operations

~~General~~EQT ~~Description~~Exeter Real Estate Income Trust, Inc. was formed on September 2, 2022, as a Maryland corporation. We are an externally advised, perpetual-life REIT. We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2024, and we intend to operate in a manner that will allow us to continue to qualify as a REIT. We were organized to invest primarily in stabilized, income-oriented commercial real estate in the United States. We are the sole general partner of ~~Business~~EQT Exeter REIT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”). EQRT Special Limited Partner LLC, a Delaware limited liability company (the “Special Limited Partner”) and ~~Operations~~an affiliate of our Adviser, owns a special limited partner interest in the Operating Partnership. Substantially all of our business will be conducted through the Operating Partnership.

~~EQT Exeter Real Estate Income Trust, Inc. was formed on September 2, 2022, as a Maryland corporation.~~ We ~~are~~commenced anprincipal ~~externally~~operations ~~advised,~~with ~~perpetual-life~~the ~~REIT.~~acquisition Weof ~~intend to elect to be taxed as a REIT for U.S. federal income tax purposes commencing with~~ our ~~taxable year~~first ~~ended December 31, 2024, and we intend to operate in a manner that will allow us to continue to qualify as a REIT. We were organized to invest primarily in stabilized, income-oriented commercial~~ real estate ininvestment ~~the~~on ~~United~~March ~~States. We are the sole general partner of EQT Exeter REIT Operating Partnership~~20, ~~LP, a Delaware limited partnership (the “Operating Partnership”)~~2024. ~~EQRT~~As ~~Special~~of ~~Limited~~December ~~Partner LLC~~31, ~~a Delaware limited liability company (the “Special Limited Partner”) and an affiliate of our Adviser~~2025, ~~owns~~we aowned ~~special~~five ~~limited~~industrial ~~partner interest in the Operating Partnership~~properties. ~~Substantially all of our business will be conducted through the Operating Partnership.~~

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WeOur ~~commenced~~board ~~principal~~of ~~operations~~directors ~~with~~will at all times have ultimate oversight and policy-making authority over us, including responsibility for governance, financial controls, compliance and disclosure. Pursuant to the advisory agreement between us and EQT Real Estate (the “Advisory Agreement”), we have delegated to EQT Real Estate the authority to source, evaluate and monitor our investment opportunities and make decisions related to the acquisition, management, financing and disposition of our ~~first~~assets, ~~real~~in ~~estate~~accordance with our investment onobjectives, ~~March 20~~guidelines, ~~2024~~policies and limitations, subject to oversight by our board of directors. AsAffiliates of ~~December 31~~EQT Real Estate also have extensive experience in providing responsive and professional property management and leasing services as well as development and construction services. We have retained and expect to continue to retain an affiliate of EQT Real Estate to provide property management and leasing services for most, ~~2024~~if not all, of the properties we ~~owned~~acquire ~~four~~and ~~industrial~~to ~~properties~~provide development and construction services as needed.

~~Our~~On ~~board~~August of1, ~~directors~~2023, ~~will~~we atregistered ~~all~~with ~~times~~the ~~have~~Securities ~~ultimate~~and ~~oversight~~Exchange ~~and~~Commission ~~policy-making~~(the ~~authority~~“SEC”) ~~over~~an usoffering of up to $5,000,000,000 ~~including~~in ~~responsibility~~shares ~~for~~of ~~governance~~common stock, ~~financial~~consisting ~~controls~~of up to $4,000,000,000 ~~compliance~~in ~~and~~shares ~~disclosure.~~in ~~Pursuant~~our primary offering and up to ~~the~~$1,000,000,000 ~~advisory~~in ~~agreement~~shares ~~between~~pursuant usto ~~and~~our ~~EQT~~distribution ~~Real~~reinvestment ~~Estate~~plan (the “~~Advisory~~public ~~Agreement~~offering” or the “Offering”). We intend to sell any combination of four classes of shares of our common stock, weClass ~~have~~T ~~delegated~~shares, Class S shares, Class D shares and Class I shares, with a dollar value up to ~~EQT~~the ~~Real~~maximum ~~Estate~~offering amount. The share classes in the ~~authority~~Offering tohave ~~source,~~different ~~evaluate~~upfront ~~and~~selling ~~monitor~~commissions ~~our~~and ~~investment~~dealer ~~opportunities~~manager fees, and ~~make~~different ~~decisions~~ongoing ~~related~~distribution fees. The terms of the Offering required us to hold investors’ funds from the ~~acquisition,~~Offering ~~management,~~in ~~financing~~an ~~and~~interest-bearing ~~disposition~~escrow account until we received purchase orders for at least $25,000,000 of our ~~assets,~~common stock or units of the Operating Partnership in ~~accordance~~the ~~with~~Offering ~~our~~or ~~investment~~in ~~objectives~~separate private transactions (including purchase orders by the Adviser, ~~guidelines~~our sponsor, ~~policies~~EQT AB (“EQT” or the “Sponsor”), their affiliates and ~~limitations~~our directors and officers, ~~subject~~which topurchases ~~oversight~~were bynot limited in amount) and our board of directors. ~~Affiliates~~authorized the release of funds in the escrow account to us. On March 19, 2024, the Operating Partnership issued 6,220,000 Class E units to EQT Real Estate ~~also~~Holdings ~~have~~US, ~~extensive~~Inc. ~~experience~~(“EQT inReal ~~providing~~Estate ~~responsive~~Holdings,” ~~and~~formerly ~~professional~~known ~~property~~as ~~management~~EQT ~~and~~Exeter ~~leasing~~Holdings ~~services~~US, asInc.), ~~well~~an affiliate of our Sponsor, for an aggregate purchase price of $62,200,000, or $10.00 per unit. See “—Sponsor Commitment.” As such, as ~~development~~of March 19, 2024, we satisfied the minimum offering requirement for all jurisdictions other than Pennsylvania and ~~construction~~our ~~services.~~board Weof ~~expect~~directors authorized us to ~~retain~~break anescrow ~~affiliate~~in the Offering. As of ~~EQT~~August ~~Real~~14, ~~Estate~~2024, towe ~~provide~~also ~~property~~satisfied ~~management~~the ~~and~~minimum ~~leasing~~offering ~~services~~requirement for ~~most,~~Pennsylvania. ifThe ~~not~~purchase ~~all,~~price per share for each class of common stock in the ~~properties~~Offering wewill ~~acquire~~vary and towill ~~provide~~generally ~~development~~equal ~~and~~our ~~construction~~prior ~~services~~month’s NAV per share as ~~needed~~determined monthly, plus applicable upfront selling commissions and dealer manager fees.

OnAs ~~August 1, 2023, we registered with the Securities and Exchange Commission (the “SEC”) an offering~~ of upMarch ~~to $5~~20,~~000,000,000~~ ~~in shares of common stock~~2026, ~~consisting~~we ofhave upsold ~~to $4~~587,~~000,000,000 in shares in our primary offering and up to $1,000,000,000 in shares pursuant to our distribution reinvestment plan (the “public offering” or the “Offering”)~~356.42 ~~We intend to sell any combination of four classes of shares of our common stock,~~ Class T ~~shares,~~I ~~Class S~~ shares, ~~Class D shares~~ and ~~Class I shares~~2, ~~with a dollar value up to the maximum offering amount~~447.21 ~~The~~Class ~~share~~T ~~classes~~shares in the ~~Offering~~primary ~~have~~portion ~~different upfront selling commissions and dealer manager fees, and different ongoing distribution fees. The terms~~ of the Offering ~~required us to hold investors’ funds from the Offering in an interest-bearing escrow account until we received purchase orders~~ for atgross ~~least~~offering ~~$25,000,000~~proceeds of ~~our common stock or units of the Operating Partnership in the Offering or in separate private transactions (including purchase orders by the Adviser~~$6, ~~our sponsor~~231,258. ~~EQT~~We ABhave ~~(“EQT”~~issued ~~or the “Sponsor”)~~14,148.53 ~~their~~Class ~~affiliates~~I ~~and~~shares ~~our directors~~ and ~~officers,~~9.59 ~~which~~Class ~~purchases~~T ~~were~~shares ~~not limited~~ in ~~amount) and our board of directors authorized~~ the ~~release~~Offering ofpursuant ~~funds in the escrow account~~ to ~~us.~~our Ondistribution ~~March 19,~~reinvestment ~~2024,~~plan ~~the Operating Partnership issued 6,220,000 Class E units to EQT Exeter Holdings US, Inc. (“EQT Real Estate Holdings”), an affiliate of our Sponsor,~~ for ana ~~aggregate~~total ~~purchase~~value ~~price~~ of $62151,~~200,000, or $10~~775.00 ~~per unit. See “—Sponsor Commitment.”~~ As ~~such, as~~ of March 19 20, ~~2024~~2026, we ~~satisfied~~have ~~the~~not ~~minimum~~sold ~~offering~~any ~~requirement~~Class ~~for~~S ~~all~~or ~~jurisdictions~~Class ~~other~~D ~~than~~shares ~~Pennsylvania and our board of directors authorized us to break escrow~~ in the Offering. As of ~~August 14~~March 20, ~~2024~~2026, we$4,993,616,967 ~~also~~in ~~satisfied~~shares ~~the~~remain ~~minimum~~available ~~offering requirement~~ for ~~Pennsylvania.~~sale ~~The~~pursuant ~~purchase~~to ~~price per share for each class of common stock in~~ the Offering, ~~will~~including ~~vary~~up ~~and~~to ~~will generally equal our prior month’s NAV per share as determined monthly~~$999,848,225 ~~plus~~in ~~applicable~~shares ~~upfront~~pursuant ~~selling~~to ~~commissions~~our ~~and~~distribution ~~dealer~~reinvestment ~~manager fees~~plan.

AsWe ofcommenced ~~March 28,~~a ~~2025,~~private weoffering ~~have~~of ~~sold~~our ~~approximately 241,143.38~~ Class A-I shares to “accredited investors” as defined in Regulation D promulgated under the ~~primary~~Securities ~~portion~~Act of ~~the~~1933, ~~Offering~~as ~~for~~amended ~~gross~~(the ~~offering~~“Securities ~~proceeds~~Act”) ofduring ~~$2,495,829~~the ~~and~~year ~~approximately~~ended 2December 31,~~394~~ 2024.86 The primary offering of Class A-I shares interminated ~~the~~on ~~Offering~~January ~~pursuant~~2, to2025 ~~our~~and the distribution reinvestment plan ~~for~~offering anis ~~approximate~~ongoing. ~~total~~We ~~value~~commenced ofa ~~$25,148.~~separate Asprivate offering of ~~March 28,~~our ~~2025,~~Class weA-II ~~have~~shares ~~not~~to ~~sold~~accredited ~~any~~investors ~~Class T,~~in ~~Class S~~January or2025 ~~Class D~~and ~~shares~~the inoffering ~~the~~is ~~Offering~~ongoing. AsThe ofpurchase ~~March 28,~~price ~~2025,~~per ~~approximately~~share ~~$4,997,479,023~~for each class of common stock in ~~shares~~the ~~remain~~private ~~available~~offerings ~~for~~will ~~sale~~vary ~~pursuant~~and towill ~~the~~generally ~~Offering,~~equal ~~including~~our upprior tomonth’s ~~approximately~~NAV ~~$999~~per share,~~974,852~~ inas ~~shares~~determined monthly. Both private offerings are being conducted pursuant to ~~our~~Rule ~~distribution~~506(c) ~~reinvestment~~of ~~plan~~Regulation D and other applicable exemptions.

WeAs ~~commenced a private offering~~ of ~~our~~March ~~Class A-I~~20, ~~shares~~2026, towe ~~“accredited~~had ~~investors”~~received asgross ~~defined~~offering inproceeds ~~Regulation~~of D$58,497,559 ~~promulgated~~from ~~under~~ the ~~Securities~~sale ~~Act~~ of ~~1933,~~our ascommon ~~amended~~stock (in the ~~“Securities~~primary ~~Act”)~~portion ~~during~~of the ~~year~~ ~~ended~~private ~~December 31,~~offerings ~~2024.~~(consisting ~~The primary offering~~ of 2,657,137.69 Class A-I shares ~~terminated~~and ~~on January~~ 2, ~~2025 and the distribution reinvestment plan offering is ongoing~~963,432.55 ~~We commenced a separate private offering of our~~ Class A-II shares), toand ~~accredited~~we ~~investors~~had inissued ~~January 2025~~142,627.44 ~~The~~Class ~~purchase~~A-I ~~price~~shares ~~per share for each class of common stock in the private offerings will vary~~ and ~~will generally equal our prior month’s NAV per share~~67, ~~as determined monthly~~724.91 ~~Both~~Class ~~private~~A-II ~~offerings~~shares ~~are~~pursuant ~~being~~to ~~conducted~~our ~~pursuant~~distribution toreinvestment ~~Rule 506(c) of~~plan ~~Regulation~~for Da ~~and~~total ~~other~~value ~~applicable~~of ~~exemptions~~$2,225,451.

~~Our~~We and the Operating Partnership are externally managed by our Adviser, ~~and~~an affiliate of our Sponsor. EQT Real Estate is a leading real estate operator and investment fund manager with over $34 billion of real estate equity under management on behalf of institutional investors and investors in us as of December 31, 2025. EQT Real Estate is the real estate division of EQT and was formed when EQT acquired EQT Real Estate, LLC (formerly known as Exeter Property Group, LLC) and its affiliates in April 2021. EQT Real Estate, LLC was founded in 2006 as a private real estate investment manager and vertically integrated operator that specializes in property sectors that depend heavily on “business to business” leasing, that is, leasing to corporate users of industrial, flex, life science and office properties. EQT Real Estate’s platform today includes two primary real estate verticals – industrial/logistics and multifamily/living – each staffed with dedicated sector specialists across the firm’s global platform.

We and the Operating Partnership are externally managed by our Adviser, an affiliate of our Sponsor. EQT Real Estate is a leading real estate operator and investment fund manager with over $31 billion of real estate equity under management on behalf of institutional investors and investors in us as of December 31, 2024. EQT Real Estate is the real estate division of EQT and was formed when EQT acquired Exeter Property Group, LLC and its affiliates in April 2021. Exeter Property Group, LLC was founded in 2006 as a private real estate investment manager and vertically integrated operator that specializes in property sectors that depend heavily on “business to business” leasing, that is, leasing to corporate users of industrial, flex, life science and office properties. EQT Real Estate’s platform today includes three real estate verticals – industrial, life science/office and multi-family – each staffed with dedicated sector specialists across the firm’s global platform.5

5Table of Contents

~~Table~~EQT Real Estate believes its success is deeply rooted in its “tenant-centric” philosophy, which prioritizes direct tenant dialogue through in-house leasing, development and property management with teams specializing in specific property sectors and markets. EQT Real Estate’s vertically integrated operator-driven and “locals on the ground” approach is made possible by a multi-disciplinary team of ~~Contents~~over 400 real estate specialists across more than 50 offices globally. Our objective is to bring EQT Real Estate’s vertically integrated operator-driven approach, sector specific and “hyper-local” expertise, and scale to the non-listed REIT industry.

EQT, ~~Real~~founded ~~Estate~~in ~~believes~~1994, ~~its success~~ is ~~deeply~~a ~~rooted in its “tenant~~Stockholm-~~centric” philosophy~~based, ~~which~~publicly ~~prioritizes~~traded, ~~direct~~private ~~tenant~~equity ~~dialogue~~firm ~~through~~with ~~in-house~~€270 ~~leasing,~~billion ~~development~~total ~~and~~assets ~~property~~under management ~~with~~(“Total ~~teams~~AUM”)1 ~~specializing~~as inof ~~specific~~December ~~property~~31, ~~sectors~~2025 and ~~markets.~~whose ~~EQT~~funds ~~Real~~operate ~~Estate’s~~across ~~vertically~~private ~~integrated~~equity, ~~operator-driven~~venture, ~~and~~growth, ~~“locals~~infrastructure onand ~~the~~real ~~ground”~~estate. ~~approach~~EQT is ~~made~~guided ~~possible~~ by aforward-thinking, ~~multi~~“future-~~disciplinary~~proofed” ~~team~~investment ofthemes ~~over~~and ~~440~~local, ~~real~~active ~~estate~~value ~~specialists~~creation ~~across~~– 50characteristics ~~offices~~shared ~~globally.~~with ~~Our~~and ~~objective~~central is to ~~bring~~ EQT Real Estate’s ~~vertically integrated operator-driven~~ approach, ~~sector specific and “hyper-local” expertise, and scale~~ to ~~the~~real ~~non-listed~~estate ~~REIT industry~~investing.

EQT Real Estate Holdings, an affiliate of our Sponsor, ~~Commitment~~has committed to purchase $200,000,000 in Class E shares of our common stock or Class E units of the Operating Partnership, or a combination thereof (the “Sponsor Committed Amount”); provided that EQT Real Estate Holdings may invest a smaller amount to the extent the reduction is offset by an investment by other affiliates of the Sponsor and their employees. As of March 20, 2026, EQT Real Estate Holdings had purchased 19,628,251.46 Class E units of the Operating Partnership for an aggregate purchase price of $197.1 million as part of the Sponsor Committed Amount. Class E shares and Class E units are not available for purchase in the Offering. Class E shares and Class E units are only available for purchase in private transactions by (i) the Adviser, the Sponsor and their affiliates, (ii) employees of the Adviser, the Sponsor and their affiliates and (iii) our officers and directors. During the escrow period, the per share purchase price for Class E shares and Class E units was $10.00 per share or unit. After the close of the escrow period, Class E shares and Class E units are sold at the then-current transaction price, which will generally be the prior month’s NAV per share or unit for such class. The Class E shares and Class E units are not subject to any upfront selling commissions, dealer manager fees, distribution fees, management fees payable to the Adviser or the performance participation allocation to the Special Limited Partner.

EQT Real Estate Holdings, anand ~~affiliate~~affiliates of our Sponsor, ~~has~~and ~~committed~~their toofficers ~~purchase~~and ~~$200,000,000~~employees inpurchasing Class E shares ofand ~~our common stock or~~ Class E units in satisfaction of the ~~Operating~~Sponsor ~~Partnership,~~Committed orAmount amust ~~combination~~agree ~~thereof~~to ~~(the~~hold ~~“Sponsor~~all ~~Committed~~such ~~Amount”);~~shares ~~provided~~and ~~that~~units ~~EQT~~they ~~Real~~acquire ~~Estate~~until ~~Holdings~~the ~~may~~earlier ~~invest~~of a(i) ~~smaller~~the ~~amount~~first todate that the ~~extent~~aggregate ~~the~~NAV ~~reduction~~of isour ~~offset~~outstanding byshares anof ~~investment~~common bystock, ~~other~~along ~~affiliates~~with ofOperating ~~the~~Partnership ~~Sponsor~~units ~~and~~held ~~their~~by ~~employees.~~parties Asother ofthan ~~March 28~~us, ~~2025,~~reaches ~~EQT~~$1.0 ~~Real~~billion ~~Estate~~and ~~Holdings~~(ii) ~~had~~March ~~purchased~~ 19,~~628~~ 2027,~~251.459~~ ~~Class E~~which ~~units~~is ofthree years from the ~~Operating~~date ~~Partnership~~of ~~for~~the aninitial ~~aggregate~~investment ~~purchase~~by ~~price~~EQT ofReal ~~$197~~Estate Holdings.10 ~~million~~Following assuch ~~part~~date, holders of Class E shares and Class E units purchased in connection with the Sponsor Committed Amount. may request that we repurchase such Class E shares ~~and~~or Class E units; ~~are~~provided, ~~not~~that ~~available~~(1) ~~for~~we ~~purchase~~will inonly ~~the~~process ~~Offering.~~repurchases of such Class E shares ~~and~~or Class E units ~~are~~for ~~only~~cash ~~available~~after ~~for~~all ~~purchase~~other instockholder ~~private~~repurchase ~~transactions~~requests byhave ~~(i) the~~been ~~Adviser,~~processed ~~the~~under ~~Sponsor~~our ~~and~~share ~~their~~repurchase ~~affiliates~~plan, (ii2) ~~employees~~ such repurchases of ~~the~~Class ~~Adviser,~~E shares for cash will be subject to the ~~Sponsor~~2% monthly and ~~their~~5% ~~affiliates~~quarterly ~~and~~limitations ~~(iii)~~ on repurchases in our ~~officers~~share repurchase plan and ~~directors.~~(3) ~~During~~upon ~~the~~a ~~escrow~~repurchase ~~period~~request, the ~~per~~Operating ~~share~~Partnership ~~purchase~~will ~~price~~repurchase Class E units for Class E shares ~~and~~or ~~Class E~~cash ~~units~~(at ~~was~~the ~~$10.00~~holder’s ~~per~~election) ~~share~~unless orour ~~unit.~~board ~~After~~of directors determines that any such repurchase for cash would be prohibited by applicable law or the ~~close~~partnership agreement of the ~~escrow~~Operating ~~period~~Partnership, in which case such Class E ~~shares~~units ~~and~~will be repurchased for an amount of Class E ~~units~~shares ~~are~~with ~~sold~~an ataggregate NAV equivalent to the ~~then-current~~aggregate ~~transaction~~NAV ~~price~~of such Class E units; provided further, ~~which~~that ~~will~~repurchases ~~generally~~of Class E units for cash will be subject to the ~~prior month’s~~2% ~~NAV~~monthly ~~per~~and 5% quarterly limitations on repurchases in our share orrepurchase ~~unit~~plan treating all outstanding Operating Partnership units held by persons other than us as having been exchanged for ~~such~~shares ~~class~~as of the respective monthly and quarterly measurement dates for calculation of the 2% monthly and 5% quarterly limitations in our share repurchase plan. ~~The~~For the avoidance of doubt, repurchases of Class E ~~shares~~units ~~and~~for Class E ~~units~~shares ~~are~~will not be subject to ~~any~~the ~~upfront~~requirement ~~selling~~that ~~commissions,~~all ~~dealer~~other ~~manager~~stockholder ~~fees,~~repurchase ~~distribution~~requests ~~fees,~~submitted ~~management~~through ~~fees~~our ~~payable~~share repurchase plan have been processed and will not be subject to the ~~Adviser~~2% ormonthly and 5% quarterly limitations on repurchases. Repurchases of Class E shares and Class E units acquired in connection with the ~~performance~~Sponsor ~~participation~~Committed ~~allocation~~Amount will not be subject to the ~~Special~~Early ~~Limited~~Repurchase ~~Partner~~Deduction (defined herein).

EQTInvestment Real Estate Holdings and affiliates of our Sponsor and their officers and employees purchasing Class E shares and Class E units in satisfaction of the Sponsor Committed Amount must agree to hold all such shares and units they acquire until the earlier of (i) the first date that the aggregate NAV of our outstanding shares of common stock, along with Operating Partnership units held by parties other than us, reaches $1.0 billion and (ii) March 19, 2027, which is three years from the date of the initial investment by EQT Real Estate Holdings. Following such date, holders of Class E shares and Class E units purchased in connection with the Sponsor Committed Amount may request that we repurchase such Class E shares or Class E units; provided, that (1) we will only process repurchases of such Class E shares or Class E units for cash after all other stockholder repurchase requests have been processed under our share repurchase plan, (2) such repurchases of Class E shares for cash will be subject to the 2% monthly and 5% quarterly limitations on repurchases in our share repurchase plan and (3) upon a repurchase request, the Operating Partnership will repurchase Class E units for Class E shares or cash (at the holder’s election) unless our board of directors determines that any such repurchase for cash would be prohibited by applicable law or the partnership agreement of the Operating Partnership, in which case such Class E units will be repurchased for an amount of Class E shares with an aggregate NAV equivalent to the aggregate NAV of such Class E units; provided further, that repurchases of Class E units for cash will be subject to the 2% monthly and 5% quarterly limitations on repurchases in our share repurchase plan treating all outstanding Operating Partnership units held by persons other than us as having been exchanged for shares as of the respective monthly and quarterly measurement dates for calculation of the 2% monthly and 5% quarterly limitations in our share repurchase plan. For the avoidance of doubt, repurchases of Class E units for Class E shares will not be subject to the requirement that all other stockholder repurchase requests submitted through our share repurchase plan have been processed and will not be subject to the 2% monthly and 5% quarterly limitations on repurchases. Repurchases of Class E shares and Class E units acquired in connection with the Sponsor Committed Amount will not be subject to the Early Repurchase Deduction (defined herein).Objectives

1Our ~~Total~~investment ~~AUM~~objectives isare ~~defined~~to asinvest ~~the~~in ~~sum of (i) fee-paying~~ assets ~~under~~that ~~management~~will ~~(“FAUM”),~~enable ~~(ii)~~us value appreciation (depreciation) of investments in funds on which FAUM is calculated upon, (iii) fair market value of non-fee-generating co-investments and (iv) remaining commitments in active funds and committed capital yet to ~~be fee-generating. EQT has $278 billion of FAUM, as converted from euros.~~:

•

generate current income in the form of regular stable cash distributions to achieve an attractive cash yield;

•

6preserve and protect invested capital;

~~Table~~1 Total AUM is defined as the sum of ~~Contents~~(i) fee-paying assets under management (“FAUM”), (ii) value appreciation (depreciation) of investments in funds on which FAUM is calculated upon, (iii) fair market value of non-fee-generating co-investments and (iv) remaining commitments in active funds and committed capital yet to be fee-generating. EQT has €141 billion of FAUM.

~~Investment Objectives~~6

~~Our~~Table ~~investment~~of ~~objectives are to invest in assets that will enable us to:~~Contents

•

●provide ~~generate~~a ~~current~~source ~~income~~of inpotential ~~the~~inflation ~~form~~protection ofand ~~regular~~realize ~~stable~~appreciation ~~cash~~in ~~distributions~~net toasset ~~achieve~~value anfrom ~~attractive~~proactive ~~cash~~investment ~~yield~~management and asset management; and

•

●provide ~~preserve~~an ~~and~~investment ~~protect~~alternative ~~invested~~for ~~capital;~~stockholders seeking to allocate a portion of their long-term investment portfolios to commercial real estate with lower volatility than listed public real estate companies.

●We ~~provide~~cannot aassure ~~source~~you that we will achieve our investment objectives. In particular, we note that the NAV of ~~potential~~non-traded ~~inflation~~REITs ~~protection~~may ~~and~~be ~~realize~~subject ~~appreciation~~to involatility ~~net~~related ~~asset~~to ~~value~~the ~~from~~values ~~proactive~~of ~~investment~~their ~~management~~underlying assets, and ~~asset~~appraisal-based ~~management;~~valuations are estimates of fair value and may not necessarily correspond to realizable value. See Item 1A, “Risk Factors”.

●Investment provide an investment alternative for stockholders seeking to allocate a portion of their long-term investment portfolios to commercial real estate with lower volatility than listed public real estate companies.Strategy

WeOur ~~cannot~~investment ~~assure~~strategy ~~you~~is ~~that~~to weacquire ~~will~~primarily ~~achieve~~stabilized, ~~our~~income-oriented ~~investment~~commercial ~~objectives.~~real Inestate ~~particular,~~in ~~we note that~~ the ~~NAV~~United ofStates, ~~non-traded~~with ~~REITs~~an ~~may~~emphasis beon ~~subject~~properties tothat ~~volatility~~can ~~related~~leverage toEQT ~~the~~Real ~~values~~Estate’s ofscale ~~their underlying assets,~~ and ~~appraisal~~long-~~based~~standing ~~valuations~~direct ~~are~~leasing ~~estimates~~relationships ofwith ~~fair~~Fortune ~~value~~1000 ~~and may not necessarily correspond to realizable value~~companies. ~~See Item 1A, “Risk Factors”.~~

~~Investment~~We ~~Strategy~~will seek to generate strong income returns and potential appreciation by:

•

~~Our~~focusing ~~investment~~on ~~strategy~~property isand toportfolio ~~acquire~~acquisitions ~~primarily stabilized, income-oriented commercial real estate in the United States, with an emphasis on properties~~ that ~~can~~will ~~leverage~~seek ~~EQT~~to ~~Real~~offer ~~Estate’s~~diversification ~~scale~~ and ~~long-standing~~strong ~~direct leasing relationships with Fortune 1000 companies.~~cash-flows;

•

Weleveraging ~~will~~EQT ~~seek~~Real toEstate’s ~~generate~~“hyper-local” ~~strong~~market ~~income~~teams ~~returns~~to ~~and~~inform ~~potential~~prudent ~~appreciation~~asset ~~by:~~and market selection;

•

●generating ~~focusing~~operational onvalue ~~property~~with ~~and~~EQT ~~portfolio~~Real ~~acquisitions~~Estate’s ~~that~~vertically ~~will~~integrated ~~seek~~model to ~~offer~~optimize ~~diversification~~occupancy and ~~strong~~rental ~~cash-flows~~rates, leading to net operating income (“NOI”) growth potential;

•

●pursuing ~~leveraging~~properties ~~EQT~~with ~~Real~~modern ~~Estate’s~~physical ~~“hyper-local”~~specifications ~~market~~and ~~teams~~amenities tothat ~~inform~~provide ~~prudent~~protection ~~asset~~against ~~and~~obsolescence ~~market selection~~risk; and

•

●delivering ~~generating~~sustainable ~~operational~~real ~~value~~estate ~~with~~solutions ~~EQT Real Estate’s vertically integrated model~~ to ~~optimize~~our ~~occupancy and rental rates~~tenants, ~~leading~~which tomay ~~net~~include ~~operating~~energy ~~income~~efficiency ~~(“NOI”)~~and ~~growth~~other ~~potential;~~related improvements.

●To ~~pursuing~~a ~~properties~~lesser ~~with~~extent, ~~modern~~we ~~physical~~also ~~specifications~~plan ~~and~~to ~~amenities~~invest ~~that~~in real estate related securities to provide ~~protection~~a ~~against~~source ~~obsolescence~~of ~~risk;~~liquidity for our share repurchase plan, cash management and other purposes.

●After ~~delivering sustainable real estate solutions to~~ our ~~tenants~~ramp-up period, ~~which~~we ~~may~~will ~~include~~generally ~~energy~~seek ~~efficiency~~to ~~and other related improvements.~~invest:

•

ToAt aleast ~~lesser~~80% ~~extent, we also plan~~ to ~~invest~~90% ~~in real estate related securities to provide a source~~ of ~~liquidity for~~ our ~~share~~gross ~~repurchase~~asset ~~plan,~~value ~~cash~~in ~~management~~properties; and ~~other purposes.~~

•

~~After~~Up to 10% to 20% of our ~~ramp-up~~gross ~~period,~~asset wevalue ~~will~~in ~~generally~~real ~~seek~~estate torelated ~~invest:~~securities.

●Of Atour ~~least~~investments in properties, we will generally seek to invest approximately 80% in properties with business tenants (“business-to-business” 90or “B2B” property types), such as industrial or life science properties, and approximately 20% in real estate assets with consumer users (“business-to-consumer” or “B2C” property types), such as multifamily or self-storage properties. Notwithstanding the foregoing, the actual percentage of our ~~gross~~portfolio ~~asset~~that ~~value~~is invested in properties; or real estate related securities may from time to time be outside the levels provided above due to factors such as a large inflow of capital over a short period of time, our Adviser’s assessment of the relative attractiveness of opportunities, or an increase in anticipated cash requirements or repurchase requests and subject to any limitations or requirements relating to our intention to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes. Certain investments, such as preferred equity investments, could be characterized as either real estate or real estate related securities for purposes of our target allocation depending on the terms and characteristics of such investments.

●We Updo not expect to ~~10%~~be able to ~~20%~~achieve ofthese allocations until we have completed our ~~gross~~ramp-up ~~asset~~period. ~~value~~We inwill consider our ramp-up period to end after we have raised substantial offering proceeds and acquired a broad portfolio of equity real estate ~~related~~investments. ~~securities~~Prior to that time, we will balance the goal of achieving our portfolio allocation targets with the goal of carefully evaluating and selecting investment opportunities to maximize risk-adjusted returns. Following the end of our ramp-up period, we believe that the size of our portfolio of investments should be sufficient for our Adviser to adhere more closely to our allocation targets, although we cannot predict how long our ramp-up period will last and cannot provide assurances that we will be able to raise sufficient offering proceeds to achieve our targeted portfolio allocation.

Of our investments in properties, we will generally seek to invest approximately 80% in properties with business tenants (“business-to-business” or “B2B” property types), such as industrial or life science properties, and approximately 20% in real estate assets with consumer users (“business-to-consumer” or “B2C” property types), such as multifamily or self-storage properties. Notwithstanding the foregoing, the actual percentage of our portfolio that is invested in properties or real estate related securities may from time to time be outside the levels provided above due to factors such as a large inflow of capital over a short period of time, our Adviser’s assessment of the relative attractiveness of opportunities, or an increase in anticipated cash requirements or repurchase requests and subject to any limitations or requirements relating to our intention to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes. Certain investments, such as preferred equity investments, could be characterized as either real estate or real estate related securities for purposes of our target allocation depending on the terms and characteristics of such investments.7

7Table of Contents

We dointend ~~not expect~~ to beinvest ~~able~~in toprimarily ~~achieve~~stabilized, ~~these allocations until we have completed our ramp~~income-uporiented ~~period.~~commercial Wereal ~~will~~estate ~~consider~~in ~~our~~the ~~ramp-up~~United ~~period~~States toin ~~end~~a ~~after~~range weof ~~have~~asset ~~raised~~types, ~~substantial~~which ~~offering~~may ~~proceeds~~include ~~and acquired~~ a ~~broad~~primary ~~portfolio~~focus ofon ~~equity~~themes ~~real estate investments. Prior to~~ that ~~time,~~benefit ~~we will balance~~ the ~~goal~~most offrom ~~achieving~~EQT ~~our~~Real ~~portfolio~~Estate’s ~~allocation~~extensive ~~targets~~experience ~~with~~as ~~the~~a ~~goal~~real ofestate ~~carefully~~solutions ~~evaluating~~provider ~~and selecting investment opportunities~~ to ~~maximize~~large ~~risk-adjusted~~corporate ~~returns~~tenants. ~~Following~~As ~~the end~~ of ~~our~~December ~~ramp-up~~31, ~~period~~2025, we ~~believe~~owned ~~that~~five ~~the~~industrial ~~size~~properties. ofFor ~~our~~an ~~portfolio~~overview of ~~investments should be sufficient for~~ our ~~Adviser~~real toestate ~~adhere~~investments, ~~more~~see ~~closely~~Part ~~to our allocation targets~~II, ~~although~~Item we7 ~~cannot~~— ~~predict~~“Management’s ~~how~~Discussion ~~long~~and ~~our~~Analysis ~~ramp-up~~of ~~period~~Financial ~~will~~Condition ~~last~~ and ~~cannot~~Results ~~provide~~of ~~assurances~~Operations— ~~that we will be able to raise sufficient offering proceeds to achieve our targeted portfolio allocation~~Portfolio.”

~~Investments in~~ Real Estate ~~and~~- ~~Real~~Primary ~~Estate Related Securities~~Themes

WeSupply intend to invest in primarily stabilized, income-oriented commercial real estate in the United States in a range of asset types, which may include a primary focus on themes that benefit the most from EQT Real Estate’s extensive experience as a real estate solutions provider to large corporate tenants. As of December 31, 2024, we owned four industrial properties. For an overview of our real estate investments, see Part II, Item 7 Chain — ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations— Portfolio.”~~ Industrial

~~Real~~Industrial ~~Estate~~ property acquisitions may include, but may not be limited to, the following: distribution and storage properties across the industrial supply chain, such as big-box ~~Primary~~warehouse, ~~Themes~~last-mile warehouse, cold-storage, light industrial, flex/office-warehouse, industrial service facilities and industrial outdoor storage properties.

~~Supply~~Knowledge ~~Chain~~Economy — ~~Industrial~~Office

~~Industrial~~Office property acquisitions may include, but may not be limited to, the following: ~~distribution~~research and ~~storage~~development ~~properties across the industrial supply chain~~campuses, ~~such~~laboratory ~~as big-box warehouse~~workspace, ~~last-mile~~medical ~~warehouse~~office, ~~cold-storage,~~biomanufacturing ~~light industrial~~facilities, ~~flex/~~creative office~~-warehouse~~, ~~industrial~~headquarters ~~service facilities~~ and ~~industrial~~single-tenant ~~outdoor~~office ~~storage properties~~space.

~~Knowledge~~Real ~~Economy — Office~~Estate - Secondary Themes

~~Office~~To ~~property~~a ~~acquisitions~~lesser ~~may include~~degree, ~~but~~we may ~~not~~invest bein ~~limited~~“consumer-leased” ~~to,~~or ~~the~~“consumer-centric” ~~following:~~property ~~research~~types, ~~and~~such ~~development~~as ~~campuses~~for-rent residential, ~~laboratory workspace~~self-storage, ~~medical~~grocery ~~office,~~retail ~~biomanufacturing~~and ~~facilities~~hospitality assets, ~~creative~~and ~~office~~“digital infrastructure” property types, ~~headquarters~~such as data centers and ~~single~~cell-~~tenant~~tower ~~office space~~ground-leases.

Real Estate - ~~Secondary~~Related ~~Themes~~Securities

ToWe abelieve ~~lesser~~that ~~degree~~our real estate related securities, wecombined ~~may~~with ~~invest~~our investments in ~~“consumer~~cash, cash equivalents and other short-~~leased”~~term investments, will serve as a cash management or ~~“consumer~~liquidity strategy before investing offering proceeds into longer-~~centric”~~term ~~property~~real ~~types~~estate assets. Subject to applicable law, ~~such~~our asreal ~~for-rent~~estate ~~residential~~related securities could be used, ~~self-storage~~in part, ~~grocery~~to ~~retail~~maintain ~~and~~appropriate ~~hospitality~~liquidity ~~assets~~levels to provide funds to satisfy repurchase requests under our share repurchase plan that we chose to satisfy in any particular month. Our real estate related securities may include the following, ~~and~~to ~~“digital~~the ~~infrastructure”~~extent ~~property~~consistent ~~types~~with our intended qualification as a REIT, ~~such~~(i) equity securities of other REITs and real estate companies, (ii) debt issued by REITs as ~~data~~well ~~centers~~as other corporate debt and ~~cell~~(iii) agency and non-~~tower~~agency ~~ground~~residential mortgage-~~leases~~backed securities (“RMBS”), commercial mortgage-backed securities (“CMBS”), collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”).

~~Real Estate Related Securities~~8

WeTable believe that our real estate related securities, combined with our investments in cash, cash equivalents and other short-term investments, will serve as a cash management or liquidity strategy before investing offering proceeds into longer-term real estate assets. Subject to applicable law, our real estate related securities could be used, in part, to maintain appropriate liquidity levels to provide funds to satisfy repurchase requests under our share repurchase plan that we chose to satisfy in any particular month. Our real estate related securities may include the following, to the extent consistent with our intended qualification as a REIT, (i) equity securities of other REITs and real estate companies, (ii) debt issued by REITs as well as other corporate debt and (iii) agency and non-agency residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities (“CMBS”), collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”).Contents

8Borrowing Policies

~~Table~~We use financial leverage to provide additional funds to support our investment activities. This will allow us to make more investments than would otherwise be possible, resulting in a broader portfolio. Subject to the limitation on indebtedness for money borrowed in our charter described below, our target leverage ratio after our ramp-up period is approximately 50% to 60%. Our leverage ratio is measured by dividing (i) consolidated property-level and entity-level debt net of ~~Contents~~cash and loan-related restricted cash, by (ii) the asset value of real estate investments (measured using the greater of fair market value and cost) plus the equity in our real estate related securities portfolio. There is, however, no limit on the amount we may borrow with respect to any individual property or portfolio. We will consider our ramp-up period to end after we have raised substantial offering proceeds and acquired a broad portfolio of equity real estate investments. Prior to that time, we will balance the goal of achieving our target leverage ratio with the goal of carefully evaluating and selecting investment opportunities to maximize risk-adjusted returns. We cannot predict how long our ramp-up period will last and cannot provide assurances that we will be able to raise substantial offering proceeds. Indebtedness incurred (i) in connection with funding a deposit in advance of the closing of an investment or (ii) as other working capital advances, will not be included as part of the calculation above.

~~Borrowing~~Our ~~Policies~~real estate related securities portfolio may have embedded leverage through the use of derivatives, including, but not limited to, total return swaps, securities lending arrangements and credit default swaps. During times of increased investment and capital market activity, but subject to the limitation on indebtedness for money borrowed in our charter described below, we may employ greater leverage in order to quickly build a broader portfolio of assets. We may leverage our portfolio by assuming or incurring secured or unsecured property-level or entity-level debt. An example of property-level debt is a mortgage loan secured by an individual property or portfolio of properties incurred or assumed in connection with our acquisition of such property or portfolio of properties. An example of entity-level debt is a line of credit obtained by us or the Operating Partnership. We may seek to obtain lines of credit under which we would reserve borrowing capacity. Borrowings under lines of credit may be used not only to repurchase shares, but also to fund acquisitions or for any other corporate purpose.

WeOur ~~intend~~actual ~~to use financial~~ leverage tolevel ~~provide additional funds to support our investment activities. This~~ will ~~allow~~be usaffected toby ~~make~~a ~~more~~number ~~investments~~of ~~than~~factors, ~~would~~some ~~otherwise~~of bewhich ~~possible,~~are ~~resulting~~outside inour ~~a broader portfolio~~control. ~~Subject~~Significant toinflows ~~the~~of ~~limitation~~proceeds onfrom ~~indebtedness~~the ~~for~~sale ~~money~~of ~~borrowed~~shares inof our ~~charter~~common ~~described~~stock ~~below,~~generally ~~our~~will ~~target~~cause our leverage ~~ratio~~as ~~after~~a ~~our~~percentage ~~ramp-up~~of ~~period~~our isnet ~~approximately~~assets, ~~50%~~or toour ~~60%. Our~~ leverage ratio, isto ~~measured~~decrease, byat ~~dividing~~least ~~(i) consolidated~~temporarily. ~~property-level~~Significant ~~and~~outflows ~~entity-level debt net~~ of ~~cash~~equity ~~and~~as ~~loan-related~~a ~~restricted~~result ~~cash,~~of byrepurchases ~~(ii) the~~of ~~asset~~shares ~~value~~ of ~~real~~our ~~estate~~common ~~investments~~stock ~~(measured~~generally ~~using~~will ~~the~~cause ~~greater~~our ofleverage ~~fair~~ratio ~~market~~to ~~value~~increase, ~~and~~at ~~cost)~~least ~~plus~~temporarily. ~~the~~Our ~~equity~~leverage inratio ~~our~~will ~~real~~also ~~estate~~increase ~~related~~or ~~securities~~decrease ~~portfolio.~~with ~~There~~decreases isor increases, ~~however~~respectively, noin ~~limit on~~ the ~~amount~~value weof ~~may~~our ~~borrow with respect to any individual property or~~ portfolio. WeIf ~~will consider our ramp-up period to end after~~ we ~~have~~borrow ~~raised~~under ~~substantial offering proceeds and acquired~~ a ~~broad~~line ~~portfolio~~ of ~~equity~~credit ~~real estate investments. Prior~~ to ~~that~~fund ~~time,~~repurchases weof ~~will~~shares ~~balance the goal~~ of ~~achieving~~ our ~~target~~common ~~leverage~~stock ~~ratio~~or ~~with~~for ~~the~~other ~~goal~~purposes, ofour ~~carefully~~leverage ~~evaluating~~would increase and ~~selecting~~may ~~investment~~exceed ~~opportunities~~our totarget ~~maximize risk-adjusted returns~~leverage. WeIn ~~cannot~~such ~~predict~~cases, ~~how long~~ our ~~ramp-up~~leverage ~~period~~may ~~will~~remain ~~last~~at ~~and~~the ~~cannot~~higher ~~provide~~level ~~assurances~~until ~~that~~ we ~~will~~receive beadditional ~~able~~net ~~to raise substantial offering~~ proceeds. ~~Indebtedness~~from ~~incurred~~our ~~(i) in~~continuous ~~connection~~offering ~~with~~or ~~funding~~sell asome ~~deposit in advance~~ of ~~the~~our ~~closing~~assets ofto anrepay ~~investment~~outstanding ~~or (ii) as other working capital advances, will not be included as part of the calculation above~~indebtedness.

Our ~~real~~board ~~estate~~of ~~related~~directors ~~securities~~reviews ~~portfolio~~our ~~may~~aggregate ~~have~~borrowings ~~embedded~~at ~~leverage~~least ~~through~~quarterly. ~~the~~In ~~use~~connection ofwith ~~derivatives,~~such ~~including~~review, ~~but~~our ~~not~~board ~~limited~~of directors may determine to, ~~total~~modify ~~return~~our ~~swaps,~~target ~~securities~~leverage ~~lending~~ratio ~~arrangements~~in ~~and~~light ~~credit~~of ~~default~~then-current ~~swaps.~~economic ~~During~~conditions, ~~times~~relative costs of ~~increased~~debt ~~investment~~ and equity capital, ~~market~~fair ~~activity~~values of our properties, ~~but~~general ~~subject~~conditions toin the ~~limitation~~market onfor ~~indebtedness~~debt ~~for~~and ~~money~~equity ~~borrowed~~securities, ingrowth ~~our~~and ~~charter~~investment ~~described~~opportunities ~~below,~~or weother factors. We may ~~employ~~exceed ~~greater~~our targeted leverage inratio ~~order~~at totimes ~~quickly~~if ~~build~~our aAdviser ~~broader~~deems ~~portfolio~~it ofadvisable ~~assets~~for us. WeFor ~~may~~example, ~~leverage~~if ~~our~~we ~~portfolio~~fund bya ~~assuming~~repurchase orunder ~~incurring~~a ~~secured~~line orof ~~unsecured~~credit, ~~property-level~~we orwill ~~entity-level~~consider ~~debt.~~actual Anborrowings ~~example~~when ofdetermining ~~property-level~~whether ~~debt~~we isare aat ~~mortgage~~our ~~loan~~leverage ~~secured~~target, bybut annot ~~individual~~unused ~~property~~borrowing orcapacity. ~~portfolio~~If, oftherefore, ~~properties~~we ~~incurred~~are orat ~~assumed~~a inleverage ~~connection~~ratio ~~with~~in ~~our~~the ~~acquisition~~range of ~~such~~50% ~~property~~to or60% ~~portfolio~~and ofwe ~~properties.~~borrow Anadditional ~~example~~amounts ofunder ~~entity-level debt is~~ a line of credit, ~~obtained~~or byif usthe orvalue ~~the~~of ~~Operating~~our ~~Partnership.~~portfolio Wedecreases, ~~may~~our ~~seek~~leverage tocould ~~obtain~~exceed ~~lines~~the range of ~~credit~~50% ~~under~~to ~~which~~60% weof ~~would~~our ~~reserve~~gross ~~borrowing~~real ~~capacity~~estate assets. ~~Borrowings~~In ~~under~~the ~~lines~~event ofthat ~~credit~~our ~~may~~leverage beratio ~~used~~exceeds ~~not~~our ~~only~~target, toregardless ~~repurchase~~of ~~shares~~the reason, ~~but~~we ~~also~~will thereafter endeavor to ~~fund~~manage ~~acquisitions~~our orleverage ~~for~~back ~~any~~down ~~other~~to ~~corporate~~our ~~purpose~~target.

~~Our~~Under ~~actual~~our ~~leverage~~charter ~~level~~we ~~will~~may benot ~~affected~~incur byindebtedness afor ~~number~~money ofborrowed ~~factors,~~in ~~some~~an ofamount ~~which~~exceeding ~~are~~300% ~~outside our control. Significant inflows~~ of ~~proceeds from~~ the ~~sale~~cost of ~~shares of~~ our ~~common~~net ~~stock~~assets, ~~generally~~which ~~will~~approximates ~~cause~~borrowing ~~our~~75% ~~leverage~~of asthe ~~a percentage~~cost of our ~~net assets~~investments, orunless ~~our~~any ~~leverage~~excess ~~ratio,~~over tothis ~~decrease,~~limit atis ~~least~~approved ~~temporarily.~~by ~~Significant~~a ~~outflows~~majority of ~~equity~~our asindependent adirectors, ~~result~~and ofdisclosed ~~repurchases~~to ofstockholders ~~shares~~in of our ~~common~~next ~~stock~~quarterly ~~generally~~report, ~~will~~along ~~cause~~with ~~our~~justification ~~leverage~~for ~~ratio~~such ~~to increase, at least temporarily~~excess. ~~Our~~This ~~leverage~~limitation ~~ratio~~includes ~~will~~indebtedness ~~also~~for ~~increase~~money orborrowed ~~decrease~~ with ~~decreases~~respect orto ~~increases,~~our ~~respectively,~~real inestate ~~the~~related ~~value~~securities ~~of our~~ portfolio. If“Net weassets” ~~borrow~~is ~~under~~defined aas ~~line of credit to fund repurchases of shares of~~ our ~~common~~total ~~stock~~assets ~~or for~~ other ~~purposes,~~than ~~our~~intangibles ~~leverage~~valued ~~would~~at ~~increase~~cost ~~and~~(prior ~~may~~to ~~exceed~~deducting ~~our target leverage. In such cases~~depreciation, ~~our~~reserves ~~leverage~~for ~~may~~bad ~~remain~~debts atand ~~the~~other ~~higher~~non-cash ~~level~~reserves) ~~until~~less wetotal ~~receive additional net proceeds from our continuous offering or sell some of our assets to repay outstanding indebtedness~~liabilities.

~~Our~~For ~~board~~an overview of ~~directors reviews~~ our ~~aggregate~~ borrowings ~~at least quarterly. In connection with such review~~, ~~our~~see ~~board~~Part ~~of directors may determine to modify our target leverage ratio in light of then-current economic conditions~~II, ~~relative~~Item ~~costs~~7 of— ~~debt~~“Management’s Discussion and ~~equity~~Analysis ~~capital, fair values~~ of ~~our~~Financial ~~properties,~~Condition ~~general conditions in the market for debt~~ and ~~equity~~Results securities, growth and investment opportunities or other factors. We may exceed our targeted leverage ratio at times if our Adviser deems it advisable for us. For example, if we fund a repurchase under a line of ~~credit,~~Operations we— ~~will~~Liquidity ~~consider actual borrowings when determining whether we are at our leverage target, but not unused borrowing capacity. If, therefore, we are at a leverage ratio in the range of 50% to 60%~~ and weCapital ~~borrow additional amounts under a line of credit, or if the value of our portfolio decreases, our leverage could exceed the range of 50% to 60% of our gross real estate assets~~Resources”. ~~In the event that our leverage ratio exceeds our target, regardless of the reason, we will thereafter endeavor to manage our leverage back down to our target.~~

Under our charter we may not incur indebtedness for money borrowed in an amount exceeding 300% of the cost of our net assets, which approximates borrowing 75% of the cost of our investments, unless any excess over this limit is approved by a majority of our independent directors, and disclosed to stockholders in our next quarterly report, along with justification for such excess. This limitation includes indebtedness for money borrowed with respect to our real estate related securities portfolio. “Net assets” is defined as our total assets other than intangibles valued at cost (prior to deducting depreciation, reserves for bad debts and other non-cash reserves) less total liabilities.9

~~For~~Table ~~an overview~~ of ~~our borrowings, see Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.~~Contents

9Our Taxation as a REIT

~~Table~~We elected to be taxed as a REIT under Sections 856 through 860 of ~~Contents~~the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2024. If we qualify for taxation as a REIT, we generally will not be subject to U.S. federal income tax on our earnings to the extent we distribute 90% of our taxable income, subject to certain adjustments and excluding any net capital gain, to our stockholders. To the extent that we satisfy this distribution requirement but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.

Our ~~Taxation~~qualification as a REIT also depends on our ability to meet various other requirements imposed by the Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state, and local income tax on our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years.

WeSee ~~intend~~Item ~~to elect to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986~~1A, ~~as amended (the~~ “~~Code”),~~Risk ~~for~~Factors—Risks ~~the year~~Related ~~ended December 31, 2024. If we qualify for taxation as a REIT, we generally will not be subject~~ to ~~U.S. federal income tax on~~ our ~~earnings~~REIT toStatus ~~the extent we distribute 90% of our taxable income, subject to certain adjustments~~ and ~~excluding~~Certain ~~any~~Other ~~net~~Tax ~~capital~~Items” ~~gain,~~for toadditional ~~our stockholders. To the extent that we satisfy this distribution requirement but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income~~ tax onstatus ~~our undistributed taxable income~~information. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.

OurGovernmental qualification as a REIT also depends on our ability to meet various other requirements imposed by the Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state, and local income tax on our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years.Regulations

~~See~~As ~~Item 1A~~an owner of real estate, ~~“Risk~~we ~~Factors—Risks~~are ~~Related~~subject, in certain instances, to ~~our~~supervision ~~REIT~~and ~~Status~~regulation by U.S. and ~~Certain~~other ~~Other~~governmental ~~Tax~~authorities, ~~Items”~~and ~~for~~may ~~additional~~be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which include, among other things: (i) federal and state securities laws and regulations; (ii) federal, state and local tax ~~status~~laws ~~information~~and regulations, (ii) state and local laws relating to real property; (iv) federal, state and local environmental laws, ordinances, and regulations, and (v) various laws relating to housing, including permanent and temporary rent control and stabilization laws, the Americans with Disabilities Act of 1990 and the Fair Housing Amendment Act of 1988, among others.

~~Governmental~~Compliance ~~Regulations~~with the federal, state and local laws described above has not had a material adverse effect on our business, assets, results of operations, financial condition and ability to pay distributions, and we do not believe that our existing portfolio will require us to incur material expenditures to comply with these laws and regulations.

As an owner of real estate, we are subject, in certain instances, to supervision and regulation by U.S. and other governmental authorities, and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which include, among other things: (i) federal and state securities laws and regulations; (ii) federal, state and local tax laws and regulations, (ii) state and local laws relating to real property; (iv) federal, state and local environmental laws, ordinances, and regulations, and (v) various laws relating to housing, including permanent and temporary rent control and stabilization laws, the Americans with Disabilities Act of 1990 and the Fair Housing Amendment Act of 1988, among others.10

~~Compliance~~Table ~~with the federal, state and local laws described above has not had a material adverse effect on our business, assets, results~~ of operations, financial condition and ability to pay distributions, and we do not believe that our existing portfolio will require us to incur material expenditures to comply with these laws and regulations.Contents

Competition

We face competition from various entities for investment opportunities in properties, including other REITs, real estate operating companies, pension funds, insurance companies, investment funds and companies, partnerships and developers. In addition to third-party competitors, other programs sponsored by our Adviser and its affiliates, particularly those with investment strategies that overlap with ours, may seek investment opportunities in accordance with our Adviser’s policies and procedures. Some of these entities have greater access to capital to acquire properties than we have. Competition from these entities may reduce the number of suitable investment opportunities offered to us, increase the bargaining power of property owners seeking to sell or cause us to pay more for an investment than we otherwise would. Additionally, disruptions and dislocations in the credit markets could have a material impact on the cost and availability of debt to finance real estate acquisitions, which is a key component of our acquisition strategy. The lack of available debt on reasonable terms or at all could result in a further reduction of suitable investment opportunities and create a competitive advantage for other entities that have greater financial resources than we do. In addition, over the past several years, a number of real estate funds and publicly traded and non-traded REITs have been formed and others have been consolidated (and many such existing funds have grown in size) for the purpose of investing in real estate and/or real estate related securities. Additional real estate funds, vehicles and REITs with similar investment objectives are expected to be formed in the future by other unrelated parties and further consolidations may occur (resulting in larger funds and vehicles). Consequently, it is expected that competition for appropriate investment opportunities would reduce the number of investment opportunities available to us and adversely affect the terms, including price, upon which investments can be made. This competition may cause us to acquire properties and other investments at higher prices or by using less-than-ideal capital structures, and in such case our returns will be lower and the value of our assets may not appreciate or may decrease significantly below the amount we paid for such assets. If such events occur, stockholders may experience a lower return on their investment.

10Sustainability

~~Table~~EQT ofReal ~~Contents~~Estate’s approach to sustainability is informed by and aligned with EQT’s mission to future-proof companies and contribute to long-term sustainable growth. With a dedicated sustainability team, EQT Real Estate applies this thinking to the needs and opportunities specific to our real estate investment management and property operations.

~~Environmental~~EQT Real Estate will prioritize sustainability to align with tenant demand in our target markets for sustainable, ~~Social~~efficient and ~~Governance~~healthy ~~(“ESG”)~~places to do business and live. Additionally, we will align our sustainability actions to improvement opportunities as part of our investment strategy. These activities may include the following:

•

~~EQT~~Incorporating ~~Real~~environmental ~~Estate’s~~risk ~~approach~~assessment toin ~~ESG~~the isdue ~~informed~~diligence by and ~~aligned~~underwriting ~~with~~process ~~EQT’s~~for ~~mission~~all to future-proof companies and make a positive impact. With a dedicated ESG team, EQT Real Estate applies this thinking to the needs and opportunities specific to the activities of our real estate investment management in establishing priorities related to environmental, social, and governance operations.acquisitions;

•

Applying EQT Real Estate’s ~~will~~platform ~~prioritize~~approach ~~ESG~~ to ~~align~~deployment ~~with~~of ~~tenant~~on-site ~~demand in our target markets for sustainable~~solar, ~~efficient~~lighting ~~and~~retrofits ~~healthy places to do business~~ and ~~live.~~other ~~Additionally~~technology, wewhere ~~will align our ESG actions to improvement opportunities as part of our investment strategy. These activities may include the following:~~applicable;

•

●Aligning ~~Incorporating~~with ~~environmental~~industry ~~risk~~standards ~~assessment~~such as Leadership in ~~the~~Energy ~~due~~and ~~diligence~~Environmental Design (“LEED”), Building Research Establishment Environmental Assessment Method (“BREEAM”), ENERGY STAR and ~~underwriting~~others, ~~process~~as ~~for~~appropriate, ~~all~~to ~~acquisitions~~the specifics of each asset type; and

•

●Implementing ~~Applying~~the ~~EQT~~data ~~Real~~collection ~~Estate’s~~processes, ~~platform~~hardware ~~approach~~and tosoftware ~~deployment~~necessary ofto ~~on-site solar~~measure, ~~lighting~~track ~~retrofits~~ and ~~other~~improve ~~technology,~~asset-level ~~where~~utility ~~applicable;~~performance.

●Human Aligning with industry standards such as Leadership in Energy and Environmental Design (“LEED”), Building Research Establishment Environmental Assessment Method (“BREEAM”), ENERGY STAR and others, as appropriate, to the specifics of each asset type; andCapital

●We ~~Implementing~~do ~~the~~not ~~data~~have ~~collection~~any ~~processes,~~employees. ~~hardware~~We ~~and~~are ~~software~~externally ~~necessary~~managed by the Adviser pursuant to ~~measure,~~the ~~track~~Advisory Agreement. Our executive officers serve as officers of the Adviser and ~~improve~~are ~~asset-level~~employed ~~utility~~by ~~performance~~the Adviser.

HumanEconomic CapitalDependency

We doare ~~not~~dependent ~~have~~on ~~any~~the ~~employees.~~Adviser Weand ~~are~~its ~~externally~~affiliates ~~managed~~for bycertain ~~the~~services ~~Adviser~~that ~~pursuant~~are essential to us, including the ~~Advisory~~sale ~~Agreement.~~of ~~Our~~our ~~executive~~shares ~~officers~~of ~~serve~~common asstock, ~~officers~~acquisition ofand disposition decisions, and certain other responsibilities. In the event that the Adviser and its affiliates are ~~employed~~unable byor ~~the~~unwilling ~~Adviser~~to provide such services, we would be required to find alternative service providers.

~~Economic Dependency~~11

WeTable ~~are dependent on the Adviser and its affiliates for certain services that are essential to us, including the sale~~ of our shares of common stock, acquisition and disposition decisions, and certain other responsibilities. In the event that the Adviser and its affiliates are unable or unwilling to provide such services, we would be required to find alternative service providers.Contents

Conflicts of Interest

We are subject to various conflicts of interest arising out of our relationship with our Adviser and its affiliates, some of whom serve as our executive officers and our directors. See Item 1A, “Risk Factors—Risks Related to Conflicts of Interest.”

Available Information

Stockholders may obtain copies of our filings with the SEC free of charge from either the SEC’s website maintained at www.sec.gov or our website at eqrt.com.

We are providing the address to our website solely for the information of investors. The information on our website is not a part of, nor is it incorporated by reference into, this report.

Item 1A. Risk Factors

~~Item 1A~~The following are some of the risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements. ~~Risk~~The ~~Factors~~risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business. As used herein, “you” refers to our current stockholders or potential investors in our stock as applicable.

11We have a limited operating history, and there is no assurance that we will be able to achieve our investment objectives.

~~Table~~EQT Exeter Real Estate Income Trust, Inc. has a limited operating history. We may not be able to achieve our investment objectives. As of ~~Contents~~the date of this Annual Report, we have acquired five properties. We cannot assure you that the past experiences of our Adviser or its affiliates will be sufficient to allow us to achieve our investment objectives. As a result, an investment in our shares of common stock entails more risk than the shares of common stock of a REIT with a substantial operating history.

~~Risks~~Our ~~Related~~offerings are blind-pool offerings, and thus you will not have the opportunity to ~~Our~~evaluate ~~Organizational~~our ~~Structure~~future investments before we make them, which makes your investment more speculative.

We ~~have~~are anot ~~limited~~able ~~operating~~to ~~history,~~provide ~~and~~you ~~there~~with isany noinformation ~~assurance~~to assist you in evaluating the merits of any specific properties or real estate related securities that we may acquire in the future, except for investments that may be described in one or more supplements to our prospectus. We will seek to invest substantially all of the net proceeds from our offerings, after the payment of fees and expenses, in the acquisition of or investment in interests in properties and real estate related securities. However, because you will be ~~able~~unable to ~~achieve~~evaluate the economic merit of our future investments before we make them, you will have to rely entirely on the ability of our Adviser to select suitable and successful investment ~~objectives~~opportunities. Furthermore, our Adviser has broad discretion in selecting the types of properties we will invest in and the tenants of those properties, and you will not have the opportunity to evaluate potential investments. These factors increase the risk that your investment may not generate returns comparable to other real estate investment alternatives.

~~EQT~~There ~~Exeter Real Estate Income Trust, Inc.~~ is ano ~~newly~~public ~~formed~~trading ~~entity~~market ~~with~~for ashares ~~limited~~of ~~operating~~our ~~history.~~common Westock; ~~may~~therefore, ~~not~~your beability ~~able~~ to ~~achieve~~dispose ~~our investment objectives. As~~ of ~~the~~your ~~date~~shares ofwill ~~this~~likely ~~Annual~~be ~~Report,~~limited weto ~~have~~repurchase ~~acquired~~by ~~four properties~~us. WeIf ~~cannot assure~~ you ~~that~~do ~~the~~sell ~~past~~your ~~experiences~~shares ~~of our Adviser or its affiliates will be sufficient~~ to ~~allow~~ us ~~to achieve our investment objectives. As a result~~, anyou ~~investment~~may inreceive ~~our~~less ~~shares of common stock entails more risk~~ than the ~~shares~~price ofyou ~~common stock of a REIT with a substantial operating history~~paid.

~~Our~~There ~~offerings~~is ~~are~~no ~~blind-pool~~current ~~offerings~~public trading market for shares of our common stock, and ~~thus~~we do not expect that such a market will ever develop. Therefore, the repurchase of shares by us will likely be the only way for you to dispose of your shares. We will repurchase shares at a price equal to the transaction price of the class of shares being repurchased on the date of repurchase (which will generally be equal to our prior month’s NAV per share) and not ~~have~~based on the ~~opportunity~~price at which you initially purchased your shares. Subject to ~~evaluate~~limited ~~our~~exceptions, ~~future~~shares ~~investments~~repurchased ~~before~~within weone ~~make~~year ~~them~~of the date of issuance will be repurchased at 98% of the transaction price. As a result, ~~which~~you ~~makes~~may receive less than the price you paid for your ~~investment~~shares ~~more~~when ~~speculative~~you sell them to us pursuant to our share repurchase plan.

We are not able to provide you with any information to assist you in evaluating the merits of any specific properties or real estate related securities that we may acquire in the future, except for investments that may be described in one or more supplements to our prospectus. We will seek to invest substantially all of the net proceeds from our offerings, after the payment of fees and expenses, in the acquisition of or investment in interests in properties and real estate related securities. However, because you will be unable to evaluate the economic merit of our future investments before we make them, you will have to rely entirely on the ability of our Adviser to select suitable and successful investment opportunities. Furthermore, our Adviser has broad discretion in selecting the types of properties we will invest in and the tenants of those properties, and you will not have the opportunity to evaluate potential investments. These factors increase the risk that your investment may not generate returns comparable to other real estate investment alternatives.12

~~There~~Table ~~is no public trading market for shares~~ of ~~our common stock; therefore, your ability to dispose of your shares will likely be limited to repurchase by us. If you do sell your shares to us, you may receive less than the price you paid.~~Contents

~~There~~Your isability noto ~~current~~have ~~public~~your ~~trading market for~~ shares ofrepurchased through our ~~common~~share ~~stock,~~repurchase ~~and~~plan weis dolimited. ~~not~~We ~~expect~~may ~~that~~choose ~~such~~to ~~a market will ever develop. Therefore, the~~ repurchase offewer shares bythan ushave ~~will~~been ~~likely~~requested ~~be the only way for you~~ to ~~dispose~~be ofrepurchased, ~~your~~in ~~shares.~~our Wediscretion ~~will repurchase shares~~ at aany ~~price~~time, ~~equal~~and to the ~~transaction~~amount ~~price~~ of ~~the class of~~ shares ~~being~~we ~~repurchased~~may ~~on the date of~~ repurchase ~~(which~~is ~~will~~subject ~~generally be equal~~ to ~~our prior month’s NAV per share) and not based on the price at which you initially purchased your shares~~caps. ~~Subject to limited exceptions~~Further, ~~shares~~our ~~repurchased~~board ~~within one year~~ of ~~the~~directors ~~date~~may ofmake ~~issuance~~exceptions ~~will be repurchased at 98% of the transaction price. As a result~~to, ~~you~~modify ~~may~~or ~~receive~~suspend ~~less~~our ~~than~~share ~~the~~repurchase ~~price~~plan ~~you~~if ~~paid~~it ~~for~~deems ~~your~~such ~~shares~~action ~~when you sell them~~ to usbe ~~pursuant~~in to our ~~share~~best ~~repurchase plan~~interest.

~~Your~~We ~~ability~~may choose to ~~have~~repurchase ~~your~~fewer shares than have been requested in any particular month to be repurchased ~~through~~under our share repurchase plan, isor ~~limited~~none at all, in our discretion at any time. We may ~~choose to~~ repurchase fewer shares than have been requested to be repurchased due to lack of readily available funds, the need to maintain liquidity for our operations or because we have determined that investing in real property or other illiquid investments is a better use of our ~~discretion~~capital atthan ~~any~~repurchasing ~~time,~~our ~~and~~shares. In addition, the ~~amount~~aggregate NAV of total repurchases of Class T, Class S, Class D, Class I ,Class E, Class A-I and Class A-II shares we(including ~~may~~repurchases ~~repurchase~~at iscertain ~~subject~~non-U.S. investor access funds primarily created to ~~caps.~~hold ~~Further,~~shares of our ~~board~~common ofstock, ~~directors~~if ~~may~~any, ~~make~~but ~~exceptions~~excluding any Early Repurchase Deduction applicable to the repurchased shares) is limited, ~~modify~~in orany ~~suspend~~calendar month, to no more than 2% of our ~~share~~aggregate ~~repurchase~~NAV ~~plan~~(measured ifusing itthe ~~deems~~aggregate ~~such~~NAV ~~action~~attributable to bestockholders as of the end of the immediately preceding month) and, in any calendar quarter, to shares whose aggregate value is no more than 5% of our ~~best~~aggregate ~~interest~~NAV (measured using the average aggregate NAV attributable to stockholders at the end of the immediately preceding three months).

WeEQT ~~may~~Real ~~choose~~Estate toHoldings ~~repurchase~~and ~~fewer~~affiliates of our Sponsor and their officers and employees purchasing Class E shares ~~than~~and ~~have~~Class ~~been~~E ~~requested~~units in ~~any~~satisfaction ~~particular month~~of the Sponsor Committed Amount must agree to behold ~~repurchased~~all ~~under~~such ~~our~~shares ~~share~~and ~~repurchase~~units ~~plan,~~they oracquire ~~none~~until atthe ~~all,~~earlier inof ~~our~~(i) ~~discretion~~the atfirst ~~any~~date ~~time.~~that Wethe ~~may~~aggregate ~~repurchase~~NAV ~~fewer~~of our outstanding shares ~~than~~of ~~have~~common ~~been~~stock, ~~requested~~along towith beOperating ~~repurchased~~Partnership ~~due~~units toheld ~~lack~~by ofparties ~~readily~~other ~~available~~than ~~funds~~us, ~~the~~reaches ~~need~~$1.0 tobillion ~~maintain~~and ~~liquidity~~(ii) ~~for~~March ~~our~~19, ~~operations~~2027, orwhich ~~because~~is wethree ~~have~~years ~~determined~~from ~~that~~the ~~investing~~date inof ~~real~~the ~~property~~initial orinvestment ~~other~~by ~~illiquid~~EQT ~~investments~~Real isEstate aHoldings. ~~better~~Following ~~use~~such date, holders of ~~our~~Class ~~capital~~E ~~than~~shares ~~repurchasing~~and ~~our~~Class ~~shares.~~E Inunits ~~addition,~~purchased in connection with the ~~aggregate~~Sponsor ~~NAV~~Committed ofAmount ~~total~~may ~~repurchases~~request ofthat we repurchase such Class T, E shares or Class S E units; provided, that (1) we will only process repurchases of such Class D, E shares or Class ~~I,Class~~ E units for cash after all other stockholder repurchase requests have been processed, ~~Class A-I~~(2) ~~and~~such repurchases of Class ~~A-II~~ E shares ~~(including~~for cash will be subject to the 2% monthly and 5% quarterly limitations on repurchases atand ~~certain~~(3) ~~non-U.S.~~upon ~~investor~~a ~~access~~repurchase ~~funds~~request, ~~primarily~~the ~~created~~Operating toPartnership ~~hold~~will repurchase Class E units for Class E shares ofor cash (at the holder’s election) unless our ~~common~~board ~~stock,~~of ifdirectors determines that any, ~~but~~such ~~excluding~~repurchase ~~any~~for ~~Early~~cash ~~Repurchase~~would ~~Deduction~~be prohibited by applicable tolaw or the ~~repurchased~~partnership ~~shares)~~agreement isof ~~limited~~the Operating Partnership, in ~~any~~which ~~calendar month,~~case tosuch noClass ~~more~~E ~~than~~units 2%will be repurchased for an amount of ~~our~~Class E shares with an aggregate NAV ~~(measured~~equivalent ~~using~~to the aggregate NAV ~~attributable~~of such Class E units; provided further, that repurchases of Class E units for cash will be subject to ~~stockholders~~the 2% monthly and 5% quarterly limitations on repurchases in our share repurchase plan treating all outstanding Operating Partnership units held by persons other than us as having been exchanged for shares as of the ~~end~~respective monthly and quarterly measurement dates for calculation of the ~~immediately~~2% ~~preceding month)~~monthly and, 5% quarterly limitations in ~~any~~our ~~calendar~~share ~~quarter~~repurchase plan. For the avoidance of doubt, torepurchases of Class E units for Class E shares ~~whose~~will ~~aggregate~~not ~~value~~be issubject noto ~~more~~the ~~than~~requirement 5%that ofall other stockholder repurchase requests submitted through our ~~aggregate~~share ~~NAV~~repurchase ~~(measured~~plan ~~using~~have ~~the~~been ~~average~~processed ~~aggregate~~and ~~NAV~~will ~~attributable~~not tobe ~~stockholders~~subject atto the ~~end~~2% monthly and 5% quarterly limitations on repurchases. Repurchases of Class E shares and Class E units acquired in connection with the ~~immediately~~Sponsor ~~preceding~~Committed ~~three months)~~Amount will not be subject to the Early Repurchase Deduction.

12Shares held by our Adviser acquired as payment of our Adviser’s management fee will not be subject to our share repurchase plan, including with respect to any repurchase limits or the Early Repurchase Deduction, and will not be included in the calculation of our aggregate NAV for purposes of the 2% monthly or 5% quarterly limitations on repurchases. Notwithstanding the foregoing, we have adopted a policy that requires the affiliated-transactions committee to approve any repurchase request of the Adviser for Class E shares received as payment for the management fee that, when combined with any stockholder repurchase requests submitted through our share repurchase plan, would cause us to exceed the 2% monthly or 5% quarterly repurchase limitations of our share repurchase plan. Such approval must find that the repurchase will not impair our capital or operations and is consistent with the fiduciary duties of our independent directors.

~~Table~~In addition, holders of ~~Contents~~Class E units issued in connection with distributions on the performance participation interest may request the Operating Partnership repurchase such Class E units for Class E shares or cash (at the holder’s election) unless our board of directors determines that any such repurchase for cash would be prohibited by applicable law or the partnership agreement of the Operating Partnership, in which case such Class E units will be repurchased for an amount of Class E shares with an aggregate NAV equivalent to the aggregate NAV of such Class E units; provided further, that repurchases of Class E units for cash will be subject to the 2% monthly and 5% quarterly limitations on repurchases in our share repurchase plan treating all outstanding Operating Partnership units held by persons other than us as having been exchanged for our shares as of the respective monthly and quarterly measurement dates for calculation of the 2% monthly and 5% quarterly limitations under the share repurchase plan. In addition, any repurchases of Class E units in respect of distributions on the performance participation interest will not be subject to the Early Repurchase Deduction.

EQT Real Estate Holdings and affiliates of our Sponsor and their officers and employees purchasing Class E shares and Class E units in satisfaction of the Sponsor Committed Amount must agree to hold all such shares and units they acquire until the earlier of (i) the first date that the aggregate NAV of our outstanding shares of common stock, along with Operating Partnership units held by parties other than us, reaches $1.0 billion and (ii) March 19, 2027, which is three years from the date of the initial investment by EQT Real Estate Holdings. Following such date, holders of Class E shares and Class E units purchased in connection with the Sponsor Committed Amount may request that we repurchase such Class E shares or Class E units; provided, that (1) we will only process repurchases of such Class E shares or Class E units for cash after all other stockholder repurchase requests have been processed, (2) such repurchases of Class E shares for cash will be subject to the 2% monthly and 5% quarterly limitations on repurchases and (3) upon a repurchase request, the Operating Partnership will repurchase Class E units for Class E shares or cash (at the holder’s election) unless our board of directors determines that any such repurchase for cash would be prohibited by applicable law or the partnership agreement of the Operating Partnership, in which case such Class E units will be repurchased for an amount of Class E shares with an aggregate NAV equivalent to the aggregate NAV of such Class E units; provided further, that repurchases of Class E units for cash will be subject to the 2% monthly and 5% quarterly limitations on repurchases in our share repurchase plan treating all outstanding Operating Partnership units held by persons other than us as having been exchanged for shares as of the respective monthly and quarterly measurement dates for calculation of the 2% monthly and 5% quarterly limitations in our share repurchase plan. For the avoidance of doubt, repurchases of Class E units for Class E shares will not be subject to the requirement that all other stockholder repurchase requests submitted through our share repurchase plan have been processed and will not be subject to the 2% monthly and 5% quarterly limitations on repurchases. Repurchases of Class E shares and Class E units acquired in connection with the Sponsor Committed Amount will not be subject to the Early Repurchase Deduction.13

~~Shares~~Table ~~held by our Adviser acquired as payment~~ of our Adviser’s management fee will not be subject to our share repurchase plan, including with respect to any repurchase limits or the Early Repurchase Deduction, and will not be included in the calculation of our aggregate NAV for purposes of the 2% monthly or 5% quarterly limitations on repurchases. Notwithstanding the foregoing, we have adopted a policy that requires the affiliated-transactions committee to approve any repurchase request of the Adviser for Class E shares received as payment for the management fee that, when combined with any stockholder repurchase requests submitted through our share repurchase plan, would cause us to exceed the 2% monthly or 5% quarterly repurchase limitations of our share repurchase plan. Such approval must find that the repurchase will not impair our capital or operations and is consistent with the fiduciary duties of our independent directors.Contents

InOur ~~addition,~~board ~~holders~~ of ~~Class E~~directors ~~units~~may ~~issued~~make inexceptions ~~connection~~to, ~~with~~modify ~~distributions~~or onsuspend ~~the~~our ~~performance~~share ~~participation~~repurchase ~~interest~~plan ~~may~~if ~~request~~in ~~the~~its ~~Operating~~reasonable ~~Partnership~~judgment ~~repurchase~~it deems such ~~Class E~~action ~~units~~to ~~for~~be ~~Class E~~in ~~shares~~our orbest ~~cash~~interest. ~~(at~~Our ~~the holder’s election) unless our~~ board of directors ~~determines~~will ~~that~~not ~~any~~terminate ~~such~~our share repurchase ~~for~~plan ~~cash~~absent ~~would~~a beliquidity ~~prohibited~~event bywhich ~~applicable~~results ~~law~~in orour ~~the~~stockholders ~~partnership~~receiving ~~agreement~~cash ofor ~~the~~securities ~~Operating~~listed ~~Partnership,~~on ina ~~which~~national ~~case~~securities ~~such~~exchange ~~Class E~~or ~~units~~where ~~will~~otherwise berequired ~~repurchased~~by ~~for~~law. anIf the full amount of ~~Class E~~all shares ~~with~~of anour ~~aggregate~~common ~~NAV~~stock ~~equivalent~~requested to ~~the~~be ~~aggregate~~repurchased ~~NAV~~in ofany ~~such~~given ~~Class E~~month ~~units;~~are ~~provided~~not ~~further~~repurchased, ~~that~~funds ~~repurchases of Class E units for cash~~ will be ~~subject~~allocated topro ~~the~~rata ~~2% monthly~~based ~~and~~on 5%the ~~quarterly~~total ~~limitations~~number onof ~~repurchases~~shares inof ~~our~~common ~~share~~stock ~~repurchase~~being ~~plan~~repurchased ~~treating~~without ~~all~~regard ~~outstanding~~to ~~Operating~~class ~~Partnership~~and ~~units~~subject ~~held~~to bythe ~~persons~~volume ~~other~~limitation. ~~than~~All usunsatisfied asrepurchase ~~having~~requests ~~been~~must ~~exchanged~~be ~~for~~resubmitted ~~our~~after ~~shares~~the asstart of the ~~respective monthly~~next ~~and~~month ~~quarterly~~or ~~measurement~~quarter, ~~dates~~or ~~for~~upon ~~calculation of~~ the ~~2% monthly~~recommencement ~~and~~of ~~5% quarterly limitations under~~ the share repurchase plan~~. In addition~~, ~~any~~as ~~repurchases of Class E units in respect of distributions on the performance participation interest will not be subject to the Early Repurchase Deduction~~applicable.

~~Our~~The ~~board~~vast majority of ~~directors~~our ~~may~~assets ~~make~~will ~~exceptions~~consist ~~to,~~of ~~modify~~properties orthat ~~suspend~~cannot ~~our~~generally ~~share~~be ~~repurchase~~readily ~~plan~~liquidated ifwithout inimpacting ~~its~~our ~~reasonable~~ability ~~judgment~~to itrealize ~~deems~~full ~~such~~value ~~action~~upon totheir bedisposition. inTherefore, ~~our~~we ~~best~~may ~~interest.~~not ~~Our~~always ~~board~~have a sufficient amount of ~~directors~~cash ~~will~~to ~~not~~satisfy ~~terminate~~repurchase ~~our~~requests. ~~share~~Should repurchase ~~plan~~requests, ~~absent~~in aour ~~liquidity~~judgment, ~~event~~place ~~which~~an ~~results~~undue inburden on our ~~stockholders~~liquidity, ~~receiving~~adversely ~~cash~~affect our operations or ~~securities~~risk ~~listed~~having an adverse impact on aour ~~national~~Company ~~securities~~as ~~exchange~~a whole, or ~~where~~should we otherwise ~~required~~determine bythat ~~law.~~investing Ifour ~~the~~liquid ~~full~~assets ~~amount~~in ofreal ~~all~~properties or other illiquid investments rather than repurchasing our shares is in the best interests of our ~~common~~Company ~~stock~~as ~~requested~~a whole, then we may choose to berepurchase ~~repurchased~~fewer inshares ~~any~~than ~~given month~~have ~~are~~been ~~not~~requested to be repurchased, ~~funds~~or ~~will~~none beat ~~allocated~~all. ~~pro~~Because ~~rata~~we ~~based~~are onnot ~~the~~required ~~total~~to ~~number~~authorize ofthe ~~shares~~recommencement of ~~common~~the ~~stock~~share ~~being~~repurchase ~~repurchased~~plan ~~without~~within ~~regard~~any tospecified ~~class~~period ~~and~~of ~~subject~~time, towe may effectively terminate the ~~volume~~plan ~~limitation~~by suspending it indefinitely. ~~All~~As ~~unsatisfied~~a ~~repurchase~~result, ~~requests~~your ~~must~~ability beto ~~resubmitted~~have ~~after~~your ~~the~~shares ~~start~~repurchased ofby ~~the~~us ~~next month~~may orbe ~~quarter,~~limited orand ~~upon~~at ~~the~~times ~~recommencement~~you ofmay ~~the~~not ~~share~~be ~~repurchase~~able ~~plan,~~to asliquidate ~~applicable~~your investment.

13Economic events that may cause our stockholders to request that we repurchase their shares may materially adversely affect our cash flow and our results of operations and financial condition.

~~Table~~Events affecting the U.S. economy, such as the general negative performance of ~~Contents~~the real estate sector or market volatility (including as a result of uncertainties regarding actual and potential shifts in U.S. and foreign policies on trade and other fiscal, monetary and regulatory policies, including with respect to treaties and tariffs, trade disputes between the U.S. and foreign trading partners, inflationary pressures, elevated interest rates, ongoing conflicts such as in the Middle East and other geopolitical events generally), may be prolonged and severe and could cause our stockholders to seek to sell their shares to us pursuant to our share repurchase plan at a time when such events are adversely affecting the performance of our assets. If we decide to satisfy all or a large amount of repurchase requests, our cash flow and liquidity could be materially adversely affected. In addition, if we determine to sell assets to satisfy repurchase requests, we may not be able to realize the return on such assets that we may have been able to achieve had we sold at a more favorable time, and our results of operations and financial condition could be materially adversely affected.

~~The~~Our ~~vast~~Adviser ~~majority~~manages of our ~~assets~~portfolio ~~will~~pursuant ~~consist of properties that cannot generally be readily liquidated without impacting our ability~~ to ~~realize~~very ~~full~~broad ~~value~~investment ~~upon~~guidelines ~~their~~and ~~disposition.~~is ~~Therefore, we may~~ not ~~always~~required ~~have a sufficient amount of cash~~ to ~~satisfy~~seek repurchase requests. Should repurchase requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on our Company as a whole, or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than repurchasing our shares is in the ~~best~~approval ~~interests~~ of our ~~Company~~board ~~as a whole, then we may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Because we are not required to authorize the recommencement~~ of ~~the~~directors ~~share~~for ~~repurchase~~each ~~plan within any specified period of time~~investment, wefinancing ~~may~~or ~~effectively~~asset ~~terminate~~allocation ~~the~~decision ~~plan~~made by ~~suspending~~ it, ~~indefinitely.~~which Asmay a result, ~~your~~in ~~ability~~our tomaking ~~have~~riskier ~~your~~investments ~~shares repurchased by us may be limited~~ and atwhich ~~times~~could ~~you~~adversely ~~may~~affect ~~not~~our beresults ~~able~~of ~~to liquidate your investment~~operations.

~~Economic~~Our ~~events~~board of directors has approved very broad investment guidelines that ~~may~~delegate ~~cause~~to our ~~stockholders~~Adviser the authority to ~~request~~execute ~~that~~acquisitions weand ~~repurchase~~dispositions ~~their~~of ~~shares~~real ~~may~~estate ~~materially~~and ~~adversely~~real ~~affect~~estate related securities on our ~~cash~~behalf, ~~flow~~in each case so long as such investments are consistent with our board-approved investment guidelines and our ~~results~~charter. Our board of ~~operations~~directors will review our investment guidelines on an annual basis (or more often as it deems appropriate) and ~~financial~~review ~~condition~~our investment portfolio periodically. Transactions entered into on our behalf by our Adviser may be costly, difficult or impossible to unwind when they are subsequently reviewed by our board of directors.

~~Events~~Uncertainty ~~affecting~~about ~~the~~ U.S. ~~economy,~~federal ~~such~~initiatives as the general negative performance of the real estate sector or market volatility (including as a result of uncertainties regarding actual and potential shifts in U.S. and foreign policies on trade and other fiscal, monetary and regulatory policies, including with respect to treaties and tariffs, inflationary pressures or higher interest rates, the actual or perceived instability in the U.S. banking system, ongoing hostilities between Russia and Ukraine and between Israel and Hamas and the international community’s response thereto and other geopolitical events affecting the financing markets generally), may be prolonged and severe and could ~~cause~~negatively ~~our~~impact ~~stockholders to seek to sell their shares to us pursuant to~~ our ~~share repurchase plan at a time when such events are adversely affecting the performance of our assets. If we decide to satisfy all or a large amount of repurchase requests~~business, ~~our~~financial ~~cash~~condition ~~flow~~ and liquidity could be materially adversely affected. In addition, if we determine to sell assets to satisfy repurchase requests, we may not be able to realize the return on such assets that we may have been able to achieve had we sold at a more favorable time, and our results of operations ~~and financial condition could be materially adversely affected~~.

~~Our~~There ~~Adviser~~is ~~manages~~significant ~~our~~uncertainty ~~portfolio~~with ~~pursuant~~respect to ~~very~~legislation, ~~broad~~regulation ~~investment~~and ~~guidelines~~government ~~and~~policy isat ~~not~~the ~~required~~federal tolevel, ~~seek~~as well as the ~~approval~~state ofand ~~our~~local ~~board~~levels. Recent events have created a climate of ~~directors~~heightened ~~for~~uncertainty ~~each~~and ~~investment~~introduced new and difficult-to-quantify macroeconomic and political risks with potentially far-reaching implications. The current U.S. presidential administration’s changes to U.S. policy may impact, ~~financing~~among orother ~~asset~~things, ~~allocation~~the ~~decision~~U.S. ~~made~~and byglobal iteconomy, ~~which~~international ~~may~~trade ~~result~~and inrelations, ~~our~~unemployment, ~~making~~immigration, ~~riskier~~taxes, ~~investments~~healthcare, the U.S. regulatory environment, inflation and ~~which~~other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business, financial condition, operating results and cash flows. Until we know what policy changes are made and how those changes impact our business and the business of ~~operations~~our competitors over the long term, we will not know the impact of them.

Our board of directors has approved very broad investment guidelines that delegate to our Adviser the authority to execute acquisitions and dispositions of real estate and real estate related securities on our behalf, in each case so long as such investments are consistent with our board-approved investment guidelines and our charter. Our board of directors will review our investment guidelines on an annual basis (or more often as it deems appropriate) and review our investment portfolio periodically. Transactions entered into on our behalf by our Adviser may be costly, difficult or impossible to unwind when they are subsequently reviewed by our board of directors.14

WeTable ~~face risks associated with the deployment~~ of ~~our capital.~~Contents

InWe ~~light~~face ofrisks ~~the~~associated ~~nature~~with ~~of our continuous public offering, there could be a delay between~~ the ~~time~~deployment ~~we receive net offering proceeds from the sale~~ of ~~shares of~~ our ~~common stock and the time we invest the net proceeds~~capital. ~~Pending investment, we may hold large amounts of cash in money market accounts or similar temporary investments, which are subject to the management fee.~~

ItIn islight ~~not~~of ~~anticipated that~~ the ~~temporary~~nature ~~investment~~ of ~~such~~our ~~cash~~continuous ~~into~~public ~~money~~offering, ~~market~~there ~~accounts~~could orbe ~~other~~a ~~similar~~delay ~~temporary~~between ~~investments~~the ~~pending~~time ~~deployment~~we ~~into~~receive ~~investments~~net ~~will~~offering ~~generate~~proceeds ~~significant~~from ~~interest, and investors should understand that such low interest payments on~~ the ~~temporarily~~sale ~~invested~~of ~~cash~~shares ~~may~~of ~~adversely~~our ~~affect~~common ~~overall~~stock ~~returns.~~and In the ~~event~~time we ~~fail to timely~~ invest the net proceeds. ofPending ~~sales~~investment, ofwe ~~our~~may ~~common~~hold ~~stock~~large oramounts doof ~~not~~cash ~~deploy~~in ~~sufficient~~money ~~capital~~market toaccounts ~~meet~~or ~~our~~similar ~~targeted~~temporary ~~leverage~~investments, ~~our~~which ~~results~~are ofsubject ~~operations~~to ~~and~~the ~~financial~~management ~~condition may be adversely affected~~fee.

14It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into investments will generate significant interest, and investors should understand that such low interest payments on the temporarily invested cash may adversely affect overall returns. In the event we fail to timely invest the net proceeds of sales of our common stock or do not deploy sufficient capital to meet our targeted leverage, our results of operations and financial condition may be adversely affected.

~~Table~~If we are unable to raise substantial funds in our offerings, we will be limited in the number and type of ~~Contents~~investments we make, and the value of your investment in us will be more dependent on the performance of any of the specific assets we acquire.

Our offerings are being made on a “best efforts” basis, meaning that the dealer manager for the offerings, EQT Partners BD, LLC (the “Dealer Manager”), is only required to use its best efforts to sell our shares and has no firm commitment or obligation to purchase any shares. As a result, the amount of proceeds we raise in the offerings may be substantially less than the amount we would need to achieve a broader portfolio of investments. If we are unable to raise substantial funds, inwe ~~our~~will ~~offerings~~make fewer investments, weresulting ~~will~~in beless ~~limited~~breadth in terms of the type, number, geography and ~~type~~size of investments that we make,. ~~and~~In that case, the ~~value~~likelihood ofthat any single asset’s performance would adversely affect our profitability will increase. There is a greater risk that you will lose money in your investment if we have less breadth in usour portfolio. Further, we will behave ~~more~~certain ~~dependent~~fixed onoperating ~~the~~expenses, ~~performance~~including expenses of ~~any~~being ofa ~~the~~public ~~specific~~reporting ~~assets~~company, regardless of whether we ~~acquire~~are able to raise substantial funds. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reducing our net income and limiting our ability to make distributions.

~~Our~~We offerings are being made on a “best efforts” basis, meaning that the dealer manager for the offerings, EQTE Brokerage, LLC (the “Dealer Manager”), is only required to use its best efforts to sell our shares and has no firm commitment or obligation to purchase any shares. As a result, the amount of proceeds we raise in the offerings may bechange substantially less than the amount we would need to achieve a broader portfolio of investments. If we are unable to raise substantial funds, we will make fewer investments, resulting in less breadth in terms of the type, number, geography and size of investments that we make. In that case, the likelihood that any single asset’s performance would adversely affect our ~~profitability will increase. There is a greater risk that you will lose money in your~~ investment if we have less breadth in our portfolio. Further, we will have certain fixed operating expenses, including expenses of being a public reporting company, regardless of whether we are able to raise substantial funds. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reducing our net income and ~~limiting~~operational ~~our~~policies ~~ability~~without tostockholder ~~make distributions~~consent.

WeExcept for changes to the investment restrictions contained in our charter, which require stockholder consent to amend, we may change our investment and operational policies, including our policies with respect to investments, operations, indebtedness, capitalization and distributions, at any time without ~~stockholder~~the consent of our stockholders, which could result in our making investments that are different from, and possibly riskier or more highly leveraged than, the types of investments described in this Annual Report and in our prospectus. Our board of directors has approved very broad investment guidelines with which we must comply, but these guidelines provide our Adviser with broad discretion and can be changed by our board of directors. A change in our investment strategy may, among other things, increase our exposure to real estate market fluctuations, default risk and interest rate risk, all of which could materially affect our results of operations and financial condition. We will notify stockholders of any material change to our investment and operational policies by disclosing such changes in a public filing such as a supplement to the prospectus, a current report on Form 8‑K and/or a periodic report on Form 10‑Q or Form 10‑K, as appropriate.

~~Except~~The ~~for~~amount ~~changes~~and tosource ~~the~~of ~~investment~~distributions ~~restrictions contained in our charter, which require stockholder consent to amend,~~ we may ~~change~~make ~~our investment and operational policies, including our policies with respect~~ to ~~investments, operations, indebtedness, capitalization and distributions, at any time without the consent of~~ our stockholders, ~~which~~is ~~could result in our making investments that are different from~~uncertain, and possibly riskier or more highly leveraged than, the types of investments described in this Annual Report and in our prospectus. Our board of directors has approved very broad investment guidelines with which we ~~must~~may ~~comply, but these guidelines provide our Adviser with broad discretion and can~~ be ~~changed~~unable byto ~~our~~generate ~~board~~sufficient ofcash ~~directors.~~flows Afrom ~~change in~~ our ~~investment~~operations ~~strategy~~to ~~may,~~make ~~among~~distributions ~~other things, increase our exposure~~ to ~~real estate market fluctuations, default risk and interest rate risk, all of which could materially affect~~ our ~~results of operations and financial condition. We will notify~~ stockholders ofat any ~~material~~time ~~change to our investment and operational policies by disclosing such changes~~ in ~~a public filing such as a supplement to~~ the ~~prospectus, a current report on Form 8-K and/or a periodic report on Form 10-Q or Form 10-K, as appropriate~~future.

~~The~~We ~~amount~~have ~~and~~not ~~source~~established ofa ~~distributions~~minimum wedistribution ~~may~~payment level, and our ability to make distributions to our stockholders ismay ~~uncertain~~be adversely affected by a number of factors, including the risk factors described in this Annual Report. We have a limited operating history, and we may benot ~~unable to~~ generate sufficient ~~cash~~income ~~flows~~to ~~from~~make distributions to our ~~operations~~stockholders. toOur board of directors will make determinations regarding distributions tobased upon, among other factors, our ~~stockholders~~financial atperformance, ~~any~~debt ~~time~~service inobligations, ~~the~~debt ~~future~~covenants, REIT qualification and tax requirements and capital expenditure requirements. Among the factors that could impair our ability to make distributions to our stockholders are:

•

~~We have not established a minimum distribution payment level, and~~ our ~~ability~~inability to ~~make~~invest ~~distributions~~the toproceeds ~~our~~from ~~stockholders~~sales ~~may~~of beour ~~adversely~~shares ~~affected~~on by a ~~number~~timely ofbasis ~~factors, including the risk factors described~~ in ~~this Annual Report. We have a limited operating history, and we may not generate sufficient~~ income-producing to make distributions to our stockholders. Our board of directors will make determinations regarding distributions based upon, among other factors, our financial performance, debt service obligations, debt covenants, REIT qualification and tax requirements and capital expenditure requirements. Among the factors that could impair our ability to make distributions to our stockholders are:properties;

•

● our inability to ~~invest~~generate ~~the~~sufficient ~~proceeds~~income from ~~sales of~~ our ~~shares on a timely basis in income-producing properties~~investments;

•

●high ~~our~~levels ~~inability~~of toexpenses ~~generate~~or ~~sufficient~~reduced ~~income~~revenues ~~from~~that reduce our ~~investments~~cash flow or non-cash earnings; and

•

●defaults ~~high~~in ~~levels~~our ofinvestment ~~expenses~~portfolio or ~~reduced~~decreases ~~revenues~~in ~~that~~the ~~reduce~~value of our ~~cash flow or non-cash earnings; and~~investments.

~~● defaults in our investment portfolio or decreases in the value of our investments.~~15

AsTable ~~a result, we may not be able to make distributions to our stockholders at any time in the future, and the level~~ of ~~any distributions we do make to our stockholders may not increase or even be maintained over time, any of which could materially and adversely affect the value of your investment.~~Contents

15As a result, we may not be able to make distributions to our stockholders at any time in the future, and the level of any distributions we do make to our stockholders may not increase or even be maintained over time, any of which could materially and adversely affect the value of your investment.

~~Table~~We may pay distributions from sources other than our cash flow from operations, including, without limitation, the sale or repayment of ~~Contents~~our assets, borrowings, return of capital, offering proceeds or the temporary deferral or waiver of fees and expense reimbursements (including the payment of fees with shares of our stock), and we have no limits on the amounts we may pay from such sources.

We may ~~pay~~not generate sufficient cash flow from operations to fully fund distributions to stockholders. Therefore, we may fund distributions to our stockholders from sources other than ~~our~~ cash flow from operations, including, without limitation, the sale or repayment of our assets, borrowings, return of capital, offering proceeds or the temporary deferral or waiver of fees and expense reimbursements (including the payment of fees with shares of our stock). The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution reinvestment plan, the extent to which our Adviser elects to receive its management fee in Class E shares or Class E units, the extent to which the Special Limited Partner elects to receive distributions on its performance participation interest in Class E units, how quickly we invest the proceeds from our offerings and the performance of our investments. Funding distributions from the sale of or repayment of our assets, borrowings, return of capital, offering proceeds or the temporary deferral or waiver of fees and expense reimbursements will result in us having less funds available to acquire properties or other real estate related securities. As a result, the return you realize on your investment may be reduced. Funding distributions from such sources may also negatively impact our ability to generate cash flows. Likewise, funding distributions from the sale of additional securities will dilute your interest in us on a percentage basis and may impact the value of your investment especially if we sell these securities at prices less than the price you paid for your shares. We may be required to continue to fund our regular distributions from a combination of some of these sources if our investments fail to perform, if expenses are greater than our revenues or due to numerous other factors. We have nonot ~~limits~~established a limit on the ~~amounts~~amount weof our distributions that may ~~pay~~be paid from ~~such~~any of these sources.

WeTo ~~may~~the ~~not~~extent ~~generate~~we ~~sufficient~~borrow ~~cash~~funds ~~flow from operations~~ to ~~fully~~pay ~~fund~~ distributions ~~to stockholders. Therefore~~, we ~~may~~would ~~fund~~incur ~~distributions~~borrowing tocosts ~~our~~and ~~stockholders~~these ~~from~~borrowings ~~sources~~would ~~other~~require ~~than~~a ~~cash~~future ~~flow from operations, including, without limitation, the sale or~~ repayment. ofThe ~~our~~use ~~assets, borrowings, return~~ of ~~capital,~~these ~~offering~~sources ~~proceeds~~for ordistributions and the ~~temporary~~ultimate ~~deferral~~repayment ~~or waiver~~ of ~~fees~~any ~~and~~liabilities ~~expense~~incurred ~~reimbursements~~could ~~(including~~adversely ~~the~~impact ~~payment of fees with shares of~~ our ~~stock).~~ability ~~The extent~~ to ~~which we~~ pay distributions ~~from sources other than cash flow from operations will depend on various factors, including the level of participation~~ in ~~our~~future ~~distribution reinvestment plan~~periods, ~~the~~decrease ~~extent to which~~ our ~~Adviser elects to receive its management fee in Class E shares or Class E units~~NAV, ~~the~~decrease ~~extent to which~~ the ~~Special~~amount ~~Limited~~of ~~Partner~~cash ~~elects to receive distributions on its performance participation interest in Class E units, how quickly~~ we ~~invest~~have ~~the~~available ~~proceeds~~for ~~from~~operations ~~our offerings~~ and ~~the~~new ~~performance of our~~ investments. ~~Funding distributions from the sale of or repayment of our assets, borrowings, return of capital, offering proceeds or the temporary deferral or waiver of fees~~ and ~~expense~~adversely reimbursements will result in us having less funds available to acquire properties or other real estate related securities. As a result, the return you realize on your investment may be reduced. Funding distributions from such sources may also negatively impact ~~our ability to generate cash flows. Likewise, funding distributions from~~ the ~~sale of additional securities will dilute your interest in us on a percentage basis and may impact the~~ value of your investment ~~especially if we sell these securities at prices less than the price you paid for your shares~~. We may be required to continue to fund our regular distributions from a combination of some of these sources if our investments fail to perform, if expenses are greater than our revenues or due to numerous other factors. We have not established a limit on the amount of our distributions that may be paid from any of these sources.

ToWe may also defer operating expenses or pay expenses (including the ~~extent~~fees weof ~~borrow~~our ~~funds~~Adviser or distributions to ~~pay~~the Special Limited Partner if so requested by them) with shares of our common stock or Operating Partnership units in order to preserve cash flow for the payment of distributions and thereby indirectly support distribution payments. Such temporary deferral or waiver of expenses, wewhich ~~would~~are ~~incur~~subject ~~borrowing~~to ~~costs~~reimbursement ~~and~~to ~~these~~our ~~borrowings~~Adviser, ~~would~~may ~~require~~have a ~~future~~smoothing ~~repayment~~effect on our NAV and our distribution rate. The ~~use~~ultimate repayment of these ~~sources~~deferred ~~for~~expenses ~~distributions~~could adversely affect our operations and reduce the ~~ultimate~~future ~~repayment~~return on your investment. Further, we may repurchase shares or redeem Operating Partnership units from our Adviser or the Special Limited Partner shortly after issuing such shares or units as compensation. The payment of ~~any~~expenses ~~liabilities~~in ~~incurred~~shares ~~could~~of ~~adversely~~our ~~impact~~common stock or with Operating Partnership units will dilute your ownership interest in our ~~ability~~portfolio toof ~~pay~~assets. ~~distributions~~Except as discussed in ~~future~~Part ~~periods~~III, ~~decrease~~Item ~~our~~13, ~~NAV~~“Certain Relationships and Related Transactions, ~~decrease~~and ~~the~~Director ~~amount~~Independence—Transactions with Related Persons—The Advisory Agreement—Management Fee, Performance Participation and Expense Reimbursements—Adviser Support,” there is no guarantee any of ~~cash~~our weoperating ~~have~~expenses ~~available~~will ~~for~~be ~~operations~~deferred and ~~new~~our ~~investments~~Adviser and ~~adversely~~Special ~~impact~~Limited ~~the~~Partner ~~value~~are under no obligation to receive future fees or distributions in shares of ~~your~~our ~~investment~~common stock or Operating Partnership units and may elect to receive such amounts in cash.

WePurchases ~~may~~and ~~also~~repurchases ~~defer operating expenses or pay expenses (including the fees~~ of ~~our Adviser or distributions to the Special Limited Partner if so requested by them) with~~ shares of our common stock or Operating Partnership units in order to preserve cash flow for the payment of distributions and thereby indirectly support distribution payments. Such temporary deferral or waiver of expenses, which are ~~subject~~generally tomade ~~reimbursement~~based ~~to our Adviser, may have a smoothing effect~~ on ~~our NAV and our distribution rate. The ultimate repayment of these deferred expenses could adversely affect our operations and reduce~~ the ~~future~~prior ~~return~~month’s onNAV ~~your~~per ~~investment.~~share ~~Further, we may repurchase shares or redeem Operating Partnership units from our Adviser or the Special Limited Partner shortly after issuing such shares or units as compensation. The payment~~ of ~~expenses in shares of~~ our common stock ~~or with Operating Partnership units will dilute your ownership interest in our portfolio of assets~~. Except as discussed in Part III, Item 13, “Certain Relationships and Related Transactions, and Director Independence—Transactions with Related Persons—The Advisory Agreement—Management Fee, Performance Participation and Expense Reimbursements—Adviser Support,” there is no guarantee any of our operating expenses will be deferred and our Adviser and Special Limited Partner are under no obligation to receive future fees or distributions in shares of our common stock or Operating Partnership units and may elect to receive such amounts in cash.

~~Purchases~~Generally, our offering price per share and the price at which we make repurchases of our shares will equal the NAV per share of the applicable class as of the last calendar day of the prior month, plus, in the case of our ~~common~~offering ~~stock~~price, ~~are~~applicable ~~generally~~upfront ~~made~~selling ~~based~~commissions and dealer manager fees. The NAV per share, if calculated as of the date on which you make your subscription request or repurchase request, may be significantly different than the transaction price you pay or the repurchase price you receive. Certain of our investments or liabilities may be subject to high levels of volatility from time to time and could change in value significantly between the end of the prior month as of which our NAV is determined and the date that you acquire or repurchase our shares; however, the prior month’s NAV per share ofwill ~~our~~generally ~~common~~continue ~~stock~~to be used as the transaction price per share and repurchase price per share.

Generally, our offering price per share and the price at which we make repurchases of our shares will equal the NAV per share of the applicable class as of the last calendar day of the prior month, plus, in the case of our offering price, applicable upfront selling commissions and dealer manager fees. The NAV per share, if calculated as of the date on which you make your subscription request or repurchase request, may be significantly different than the transaction price you pay or the repurchase price you receive. Certain of our investments or liabilities may be subject to high levels of volatility from time to time and could change in value significantly between the end of the prior month as of which our NAV is determined and the date that you acquire or repurchase our shares; however, the prior month’s NAV per share will generally continue to be used as the transaction price per share and repurchase price per share.16

16Table of Contents

~~Table~~Valuations and appraisals of ~~Contents~~our real estate and real estate related securities are estimates of fair value and may not necessarily correspond to realizable value.

~~Valuations~~For the purposes of calculating our monthly NAV, our properties will generally initially be valued at cost, which we expect to represent fair value at that time. Each property will then be valued by an independent third-party appraisal firm within the first three full months after acquisition and no less frequently than annually thereafter. Additionally, each month after the initial third-party appraisal, our Independent Valuation Advisor (defined below) will provide a restricted appraisal report for any real property that was not the subject of a third-party appraisal report during that month. All appraisals are reviewed by our Adviser, and our Independent Valuation Advisor will review all annual independent third-party appraisals as described below. We expect our Adviser to calculate the fair value of our ~~real~~other ~~estate~~assets and liabilities, though our Adviser may retain additional third parties to assist with our valuations of certain investments. Investments in real estate related securities ~~are~~with ~~estimates~~readily ofavailable market quotations will be valued monthly at fair market value. Certain investments in real estate related securities are unlikely to have market quotations. Each such investment will generally initially be valued at the acquisition price and then be valued by our Adviser within the first three full months after we invest in such investment and no less than quarterly thereafter. Additionally, our Adviser may ~~not~~in ~~necessarily~~its ~~correspond~~discretion toconsider ~~realizable~~material ~~value~~market data and other information that becomes available after the end of the applicable month in valuing our assets and liabilities and calculating our NAV for a particular month.

~~For~~In ~~the~~conducting ~~purposes~~their ofinvestigations ~~calculating~~and ~~our monthly NAV~~analyses, our ~~properties~~Independent ~~will~~Valuation ~~generally~~Advisor ~~initially~~and beother ~~valued at cost, which we expect to represent fair value at that time. Each property will then be valued by an~~ independent third-party appraisal ~~firm~~firms ~~within~~will ~~the~~take ~~first~~into ~~three~~account ~~full months~~customary ~~after acquisition~~ and noaccepted ~~less~~financial ~~frequently~~and ~~than~~commercial ~~annually~~procedures ~~thereafter.~~and ~~Additionally,~~considerations ~~each month~~as ~~after~~they ~~the~~deem ~~initial third-party appraisal~~relevant, ~~our~~which ~~Independent~~may ~~Valuation~~include, ~~Advisor~~without ~~(defined~~limitation, ~~below)~~the ~~will~~review ~~provide~~of adocuments, ~~restricted~~materials ~~appraisal~~and ~~report~~information ~~for~~relevant ~~any~~to ~~real~~valuing ~~property that was not~~ the ~~subject~~property ~~of a third-party appraisal report during~~ that ~~month.~~ ~~All appraisals~~ are ~~reviewed~~provided by us or our Adviser, ~~and~~such ~~our~~as ~~Independent~~(i) ~~Valuation~~historical ~~Advisor~~operating ~~will~~revenues ~~review~~and ~~all~~expenses ~~annual~~of ~~independent~~the ~~third-party~~property; ~~appraisals~~(ii) aslease ~~described~~agreements ~~below.~~on Wethe ~~expect~~property; ~~our~~(iii) ~~Adviser to calculate~~ the ~~fair~~revenues ~~value~~and expenses of ~~our~~the ~~other~~property; ~~assets~~(iv) ~~and~~information ~~liabilities,~~regarding ~~though~~recent ~~our~~or ~~Adviser~~planned ~~may~~estimated ~~retain~~capital ~~additional~~expenditures; ~~third~~and ~~parties~~(v) toany ~~assist~~other ~~with~~information ~~our~~relevant ~~valuations~~to ofvaluing ~~certain~~the ~~investments. Investments in~~ real estate ~~related~~property. ~~securities~~Although ~~with~~our ~~readily~~Independent ~~available~~Valuation ~~market~~Advisor ~~quotations~~and ~~will~~other beindependent ~~valued monthly~~third-party atappraisal ~~fair~~firms ~~market~~may ~~value.~~review ~~Certain~~information ~~investments~~supplied inor ~~real~~otherwise ~~estate~~made ~~related~~available ~~securities~~by ~~are~~us ~~unlikely~~or toour ~~have~~Adviser ~~market~~for ~~quotations.~~reasonableness, ~~Each~~they ~~such investment~~ will ~~generally~~assume ~~initially~~and berely ~~valued~~upon at the ~~acquisition~~accuracy ~~price~~ and ~~then~~completeness beof ~~valued~~all bysuch ~~our~~information ~~Adviser~~and ~~within~~of ~~the~~all ~~first~~information ~~three~~supplied ~~full months~~or ~~after~~otherwise wemade ~~invest~~available into ~~such~~them ~~investment~~by any other party, and nowill ~~less~~not ~~than~~undertake ~~quarterly~~any ~~thereafter.~~duty ~~Additionally,~~or ~~our~~responsibility ~~Adviser~~to ~~may~~verify inindependently ~~its~~any ~~discretion~~of ~~consider~~such ~~material~~information. ~~market~~Our ~~data~~Independent ~~and~~Valuation ~~other~~Advisor ~~information~~will ~~that~~not ~~becomes~~make ~~available~~or ~~after~~obtain ~~the~~an ~~end~~independent ofvaluation ~~the~~or ~~applicable month~~appraisal inof ~~valuing~~any of our other assets ~~and~~or liabilities ~~and~~(contingent ~~calculating~~or ~~our~~otherwise) ~~NAV~~other ~~for~~than aour ~~particular month~~real properties.

InWithin ~~conducting~~the ~~their~~parameters ~~investigations~~of ~~and~~our ~~analyses~~valuation guidelines, ~~our~~the ~~Independent~~valuation ~~Valuation~~methodologies ~~Advisor~~used ~~and~~to ~~other~~value ~~independent~~our ~~third-party~~properties ~~appraisal~~and ~~firms~~certain of our investments will ~~take~~involve ~~into~~subjective ~~account~~judgments ~~customary~~and projections and ~~accepted~~may ~~financial~~not ~~and~~be ~~commercial~~accurate. ~~procedures~~Valuation ~~and~~methodologies ~~considerations~~will asalso ~~they~~involve ~~deem~~assumptions ~~relevant~~and opinions about future events, which may ~~include,~~not ~~without~~turn ~~limitation,~~out ~~the~~to ~~review~~be correct. Valuations and appraisals of ~~documents,~~our ~~materials~~properties and ~~information~~other ~~relevant~~investments towill ~~valuing~~be only estimates of fair value. Ultimate realization of the ~~property~~value ~~that~~of ~~are~~an ~~provided~~asset bydepends usto ora ~~our~~great ~~Adviser~~extent on economic, ~~such~~market asand ~~(i) historical~~other ~~operating~~conditions ~~revenues~~beyond our control and ~~expenses~~the control of ~~the~~our ~~property;~~Adviser. ~~(ii) lease~~Further, ~~agreements~~valuations ondo ~~the~~not ~~property;~~necessarily ~~(iii)~~ represent the ~~revenues~~price at which an asset would sell, since market prices of assets can only be determined by negotiation between a willing buyer and ~~expenses~~seller. As such, the carrying value of an asset may not reflect the ~~property;~~price ~~(iv) information~~at ~~regarding~~which ~~recent~~the orasset ~~planned~~could ~~estimated~~be ~~capital~~sold ~~expenditures;~~in the market, and ~~(v) any~~the ~~other~~difference ~~information~~between ~~relevant~~carrying tovalue ~~valuing~~and the ~~real~~ultimate ~~estate~~sales ~~property~~price could be material. ~~Although~~In ~~our~~addition, ~~Independent~~accurate ~~Valuation~~valuations ~~Advisor~~are ~~and~~more ~~other~~difficult ~~independent~~to ~~third-party~~obtain ~~appraisal~~in ~~firms~~times ~~may~~of ~~review~~low ~~information~~transaction ~~supplied~~volume orbecause ~~otherwise~~there ~~made~~are ~~available~~fewer bymarket ustransactions orthat ~~our~~can ~~Adviser~~be ~~for~~considered ~~reasonableness,~~in ~~they~~the context of the appraisal. There will ~~assume~~be ~~and~~no ~~rely~~retroactive ~~upon~~adjustment in the ~~accuracy~~valuation ~~and~~of ~~completeness~~such assets, the offering price of ~~all~~our ~~such~~shares ~~information~~of ~~and~~common stock, the price we paid to repurchase shares of ~~all~~our ~~information~~common ~~supplied~~stock or ~~otherwise~~NAV-based ~~made~~fees ~~available~~we paid to ~~them~~our byAdviser ~~any~~and ~~other~~the ~~party,~~Dealer ~~and~~Manager ~~will~~to ~~not~~the ~~undertake~~extent ~~any~~such ~~duty~~valuations orprove ~~responsibility~~not to ~~verify~~reflect ~~independently~~accurately ~~any~~the realizable value of ~~such~~our ~~information~~assets. ~~Our~~Even ~~Independent~~if ~~Valuation~~our ~~Advisor~~valuation ~~will~~estimates ~~not~~are ~~make~~accurate orwhen ~~obtain~~made, anbecause ~~independent~~the ~~valuation~~offering orprice ~~appraisal~~to ofacquire ~~any~~shares of our ~~other~~common ~~assets~~stock, orand ~~liabilities~~the ~~(contingent~~price at which your shares may be repurchased by us pursuant to our share repurchase plan are generally based on our prior month’s NAV per share, you may pay more than realizable value or ~~otherwise)~~receive ~~other~~less than ~~our~~realizable ~~real~~value ~~properties~~for your investment.

~~Within~~For ~~the~~more ~~parameters~~information ofregarding ~~our valuation guidelines,~~ the ~~valuation~~calculation ~~methodologies~~of ~~used to value~~ our ~~properties~~NAV ~~and~~per ~~certain~~share of ~~our~~each ~~investments~~class ~~will involve subjective judgments~~ and ~~projections~~how ~~and may not be accurate. Valuation methodologies will also involve assumptions and opinions about future events, which may not turn out to be correct. Valuations and appraisals of~~ our properties and ~~other~~real ~~investments~~estate ~~will~~related besecurities ~~only~~will estimates of fair value. Ultimate realization of the value of an asset depends to a great extent on economic, market and other conditions beyond our control and the control of our Adviser. Further, valuations do not necessarily represent the price at which an asset would sell, since market prices of assets can only be ~~determined by negotiation between a willing buyer and seller. As such~~valued, ~~the~~see ~~carrying~~“Net ~~value~~Asset ofValue anCalculation ~~asset may not reflect the price at which the asset could be sold in the market,~~ and ~~the~~Valuation ~~difference~~Guidelines” ~~between carrying value and the ultimate sales price could be material. In addition, accurate valuations are more difficult to obtain~~ in times of low transaction volume because there are fewer market transactions that can be considered in the context of the appraisal. There will be no retroactive adjustment in the valuation of such assets, the offering price of our ~~shares of common stock~~prospectus, ~~the~~as ~~price~~amended ~~we paid to repurchase shares of our common stock or NAV-based fees we paid to our Adviser~~ and ~~the Dealer Manager to the extent such valuations prove not to reflect accurately the realizable value of our assets~~supplemented. Even if our valuation estimates are accurate when made, because the offering price to acquire shares of our common stock, and the price at which your shares may be repurchased by us pursuant to our share repurchase plan are generally based on our prior month’s NAV per share, you may pay more than realizable value or receive less than realizable value for your investment.

For more information regarding the calculation of our NAV per share of each class and how our properties and real estate related securities will be valued, see “Net Asset Value Calculation and Valuation Guidelines” in our prospectus, as amended and supplemented.17

17Table of Contents

~~Table~~It ofmay ~~Contents~~be difficult to reflect, fully and accurately, material events that may impact our monthly NAV.

ItOur Adviser’s determination of our monthly NAV per share will be based in part on appraisals of each of our properties provided annually by independent third-party appraisal firms in individual appraisal reports reviewed by our Independent Valuation Advisor, restricted appraisal reports for any real property that was not the subject of a third-party appraisal report during that month provided by our Independent Valuation Advisor, to the extent available monthly valuations of investments in real estate related securities based on readily available market quotations and quarterly valuations of our real estate related securities for which market prices are not readily available provided by our Adviser, each in accordance with valuation guidelines approved by our board of directors. As a result, our published NAV per share in any given month may not fully reflect any or all changes in value that may have occurred since the most recent appraisal or valuation. Our Adviser will review appraisal reports and monitor our properties and real estate related securities, and is responsible for notifying the Independent Valuation Advisor of the occurrence of any property-specific or market-driven event it believes may cause a material valuation change in the real estate valuation, but it may be difficult to reflect, fully and accurately, rapidly changing market conditions or material events that may impact the value of our ~~monthly~~ real estate and real estate related securities or liabilities between valuations, or to obtain complete information regarding any such events in a timely manner. For example, an unexpected termination or renewal of a material lease, a material increase or decrease in vacancies or an unanticipated structural or environmental event at a property may cause the value of a property to change materially, yet obtaining sufficient relevant information after the occurrence has come to light or analyzing fully the financial impact of such an event may be difficult to do and may require some time. As a result, the NAV per share may not reflect a material event until such time as sufficient information is available and analyzed, and the financial impact is fully evaluated, such that our NAV may be appropriately adjusted in accordance with our valuation guidelines. Depending on the circumstance, the resulting potential disparity in our NAV may be in favor or to the detriment of either stockholders whose shares we repurchase, or stockholders who buy new shares.

~~Our Adviser’s determination of our monthly~~ NAV ~~per~~calculations share will be based in part on appraisals of each of our properties provided annually by independent third-party appraisal firms in individual appraisal reports reviewed by our Independent Valuation Advisor, restricted appraisal reports for any real property that was not the subject of a third-party appraisal report during that month provided by our Independent Valuation Advisor, to the extent available monthly valuations of investments in real estate related securities based on readily available market quotations and quarterly valuations of our real estate related securities for which market prices are not ~~readily~~governed ~~available provided~~ by ~~our~~governmental ~~Adviser, each in accordance with valuation guidelines approved by our board of directors. As a result, our published NAV per share in any given month may not fully reflect any~~ or ~~all~~independent ~~changes in value that may have occurred since the most recent appraisal or valuation. Our Adviser will review appraisal reports and monitor our properties and real estate related~~ securities, and is responsible for notifying the Independent Valuation Advisor of the occurrence of any property-specific or market-driven event it believes may cause a material valuation change in the real estate valuation, but it may be difficult to reflect fully and accurately rapidly changing market conditions or material events that may impact the value of our real estate and real estate related securities or liabilities between valuations, or to obtain complete information regarding any such events in a timely manner. For example, an unexpected termination or renewal of a material lease, a material increase or decrease in vacancies or an unanticipated structural or environmental event at a property may cause the value of a property to change materially, yet obtaining sufficient relevant information after the occurrence has come to light or analyzing fully the financial impact of such an event may be difficult to do and may require some time. As a result, the NAV per share may not reflect a material event until such time as sufficient information is available and analyzed, and the financial impact is fully evaluated, such that our NAV may be appropriately adjusted in accordance with our valuation guidelines. Depending on the circumstance, the resulting potential disparity in our NAV may be in favor or toaccounting ~~the~~rules ~~detriment of either stockholders whose shares we repurchase,~~ or ~~stockholders who buy new shares~~standards.

The methods used by our Adviser and State Street Bank and Trust Company to calculate our NAV, ~~calculations~~including the components used in calculating our NAV, are not ~~governed~~prescribed by ~~governmental~~rules of the SEC or ~~independent~~any ~~securities~~other regulatory agency. Further, ~~financial~~there orare no accounting rules or standards that prescribe which components should be used in calculating NAV, and our NAV is not audited by our independent registered public accounting firm. We calculate and publish our NAV solely for purposes of establishing the price at which we sell and repurchase shares of our common stock, and you should not view our NAV as a measure of our future financial condition or performance. The components and methodology used in calculating our NAV may differ from those used by other companies now or in the future.

~~The~~In ~~methods~~addition, ~~used~~calculations byof our ~~Adviser~~NAV, ~~and~~to ~~State~~the ~~Street~~extent ~~Bank~~that ~~and~~they ~~Trust~~incorporate ~~Company~~valuations toof ~~calculate~~ our ~~NAV,~~assets ~~including~~and ~~the components used in calculating our NAV~~liabilities, are not ~~prescribed~~prepared byin ~~rules of~~accordance ~~the~~with ~~SEC~~U.S. orgenerally ~~any~~accepted ~~other~~accounting ~~regulatory~~principles ~~agency~~(“GAAP”). ~~Further,~~These ~~there~~valuations ~~are~~may nodiffer ~~accounting~~from ~~rules or~~liquidation ~~standards~~values that ~~prescribe~~could ~~which components should~~ be ~~used~~realized in ~~calculating NAV, and our NAV is not audited by our independent registered public accounting firm. We calculate and publish our NAV solely for purposes of establishing~~ the ~~price~~event atthat ~~which~~ we ~~sell~~were ~~and~~forced ~~repurchase~~to ~~shares~~sell ~~of our common stock, and you should not view our NAV as a measure of our future financial condition or performance~~assets. ~~The components and methodology used in calculating our NAV may differ from those used by other companies now or in the future.~~

~~In addition~~Additionally, ~~calculations~~errors ofmay ~~our~~occur ~~NAV,~~in tocalculating ~~the extent that they incorporate valuations of~~ our ~~assets and liabilities~~NAV, ~~are~~which ~~not~~could ~~prepared~~impact inthe ~~accordance~~price ~~with~~at ~~U.S.~~which ~~generally~~we ~~accepted~~sell ~~accounting~~and ~~principles~~repurchase ~~(“GAAP”).~~shares ~~These~~of ~~valuations~~our ~~may~~common ~~differ~~stock ~~from~~and ~~liquidation~~the ~~values~~amount ~~that~~of ~~could~~our beAdviser’s ~~realized~~management infee and the ~~event~~Special ~~that~~Limited wePartner’s ~~were~~performance ~~forced~~participation ~~to sell assets~~interest.

~~Additionally,~~If ~~errors may occur in calculating our NAV, which could impact the price at which~~ we ~~sell~~quickly ~~and~~raise ~~repurchase~~a ~~shares~~substantial ~~of our common stock and the~~ amount of ~~our~~capital, ~~Adviser’s~~we ~~management~~may ~~fee~~have ~~and~~difficulty ~~the~~investing ~~Special~~it ~~Limited~~in ~~Partner’s~~a ~~performance~~timely ~~participation interest~~manner.

If we quickly raise offering proceeds, we may have difficulty identifying and purchasing suitable investments on attractive terms. Therefore, there could be a ~~substantial~~delay ~~amount~~between the time we receive net offering proceeds from the sale of ~~capital,~~shares of our common stock and the time we ~~may~~invest ~~have~~the ~~difficulty~~net ~~investing~~proceeds. itThis incould cause a ~~timely~~substantial ~~manner~~delay in the time it takes for your investment to generate returns and could adversely affect our ability to pay regular distributions of cash flow from operations to you. If we fail to invest the net offering proceeds of the offerings promptly, our results of operations and financial condition may be adversely affected.

If we quickly raise offering proceeds, we may have difficulty identifying and purchasing suitable investments on attractive terms. Therefore, there could be a delay between the time we receive net offering proceeds from the sale of shares of our common stock and the time we invest the net proceeds. This could cause a substantial delay in the time it takes for your investment to generate returns and could adversely affect our ability to pay regular distributions of cash flow from operations to you. If we fail to invest the net offering proceeds of the offerings promptly, our results of operations and financial condition may be adversely affected.18

18Table of Contents

~~Table~~Our UPREIT structure may result in potential conflicts of ~~Contents~~interest with limited partners in our Operating Partnership whose interests may not be aligned with those of our stockholders.

Our ~~UPREIT~~directors ~~structure~~and ~~may~~officers ~~result~~have duties to our Company and our stockholders under Maryland law and our charter in ~~potential~~connection ~~conflicts~~with their management of ~~interest~~our ~~with~~Company. At the same time, we, as general partner, have fiduciary duties under Delaware law to our Operating Partnership and to the limited partners in connection with the management of our Operating Partnership. ~~whose~~Our ~~interests~~duties as general partner of our Operating Partnership and to its partners may come into conflict with the duties of our directors and officers to our Company and our stockholders. Under Delaware law, a general partner of a Delaware limited partnership owes its limited partners the duties of good faith and fair dealing. Other duties, including fiduciary duties, may be modified or eliminated in the partnership’s partnership agreement. The partnership agreement of our Operating Partnership provides that, if we own a controlling interest in our Operating Partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or the limited partners may be ~~aligned~~resolved ~~with~~in ~~those~~favor of our stockholders.Additionally, to the extent permitted by our charter, the partnership agreement expressly limits our liability, and provides for our indemnification, by providing that we and our officers, directors, employees and designees will not be liable to, and will be indemnified by, our Operating Partnership for losses of any nature unless it is established that: (1) the act or omission was material to the matter giving rise to the proceeding and was committed in bad faith, was the result of active and deliberate dishonesty or constituted willful misconduct or gross negligence; (2) the indemnified party received an improper personal benefit in money, property or services; or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful.

~~Our~~The ~~directors~~provisions ~~and~~of ~~officers~~Delaware ~~have duties to our Company and our stockholders under Maryland~~ law ~~and~~that ~~our~~allow ~~charter in connection with their management of our Company. At~~ the ~~same time, we, as general partner, have~~ fiduciary duties ~~under Delaware law to our Operating Partnership and to the limited partners in connection with the management~~ of ~~our~~a ~~Operating Partnership. Our duties as~~ general partner ofto ~~our~~be ~~Operating~~modified ~~Partnership~~by ~~and~~a topartnership ~~its~~agreement ~~partners~~have ~~may~~not ~~come~~been ~~into~~tested ~~conflict~~in ~~with~~a ~~the~~court ~~duties~~ of ~~our~~law, ~~directors~~ and ~~officers~~we tohave ~~our~~not ~~Company~~obtained ~~and~~an ~~our~~opinion ~~stockholders. Under Delaware law, a general partner~~ of acounsel ~~Delaware~~covering ~~limited partnership owes its limited partners~~ the ~~duties~~provisions ofset ~~good~~forth ~~faith and fair dealing. Other duties, including fiduciary duties, may be modified or eliminated~~ in the partnership’s ~~partnership~~ agreement. ~~The partnership agreement of our Operating Partnership provides~~ that, ~~for~~purport ~~so long as we own a controlling interest in our Operating Partnership, any conflict that cannot be resolved in a manner not adverse~~ to ~~either~~waive ~~our stockholders~~ or ~~the~~restrict ~~limited partners may be resolved in favor of~~ our ~~stockholders~~fiduciary duties.

~~Additionally,~~Payments to ~~the extent permitted by~~ our ~~charter,~~Adviser the partnership agreement expressly limits our liability, and provides for our indemnification, by providing that we and our officers, directors, employees and designees will not be liable to, and will be indemnified by, our Operating Partnership for losses of any nature unless it is established that: (1) the act or ~~omission was material to~~ the ~~matter~~Special ~~giving~~Limited ~~rise~~Partner ~~to the proceeding and was committed~~ in ~~bad faith, was~~ the ~~result~~form of ~~active~~common ~~and~~stock ~~deliberate dishonesty~~ or ~~constituted~~Operating ~~willful~~Partnership ~~misconduct~~units orthey ~~gross~~elect ~~negligence;~~to ~~(2) the~~receive ~~indemnified party received an improper personal benefit~~ in ~~money,~~lieu ~~property~~of orfees ~~services;~~ or ~~(3) in~~distributions ~~the~~will ~~case~~dilute offuture acash ~~criminal~~available ~~proceeding,~~for ~~the~~distribution ~~indemnified person had reasonable cause~~ to ~~believe~~our ~~that the act or omission was unlawful~~stockholders.

Our Adviser or the Special Limited Partner may choose to receive our common stock or Operating Partnership units in lieu of certain fees or distributions. The ~~provisions~~holders of ~~Delaware~~all ~~law~~Operating ~~that~~Partnership ~~allow~~units are entitled to receive cash from operations pro rata with the ~~fiduciary~~distributions ~~duties~~being paid to us and such distributions to the holder of athe ~~general~~Operating ~~partner~~Partnership units will reduce the cash available for distribution to beus ~~modified~~and to our stockholders. Furthermore, under certain circumstances the Operating Partnership units held by aour ~~partnership~~Adviser ~~agreement~~or ~~have~~held ~~not~~in ~~been~~connection ~~tested~~with distributions on the performance participation interest are required to be repurchased, in cash at the holder’s election, and there may not be sufficient cash to make such a ~~court~~repurchase payment; therefore, we may need to use cash from operations, borrowings, offering proceeds or other sources to make the payment, which will reduce cash available for distribution to you or for investment in our operations. Repurchases of ~~law~~our shares or Operating Partnership units from our Adviser paid to our Adviser as a management fee are not subject to the monthly and quarterly volume limitations or the Early Repurchase Deduction, and such repurchases receive priority over other shares being put for repurchase during such period. Notwithstanding the foregoing, we have ~~not~~adopted ~~obtained~~a anpolicy ~~opinion~~that ofrequires ~~counsel~~the ~~covering~~affiliated-transactions committee to approve any repurchase request of the ~~provisions~~Adviser ~~set~~for ~~forth~~Class inE shares received as payment for the ~~partnership~~management ~~agreement~~fee that, ~~purport~~when combined with any stockholder repurchase requests submitted through our share repurchase plan, would cause us to ~~waive~~exceed the 2% monthly or ~~restrict~~5% quarterly repurchase limitations of our share repurchase plan. Such approval must find that the repurchase will not impair our capital or operations and is consistent with the fiduciary duties of our independent directors.

~~Payments~~In toaddition, ~~our~~holders ~~Adviser~~of orClass E units issued in connection with distributions on the ~~Special~~performance ~~Limited~~participation ~~Partner~~interest inmay request the ~~form~~Operating Partnership repurchase such Class E units for Class E shares or cash (at the holder’s election) unless our board of ~~common~~directors ~~stock~~determines that any such repurchase for cash would be prohibited by applicable law or the partnership agreement of the Operating Partnership, in which case such Class E units ~~they~~will ~~elect~~be repurchased for an amount of Class E shares with an aggregate NAV equivalent to ~~receive~~the inaggregate ~~lieu~~NAV of ~~fees~~such orClass ~~distributions~~E ~~will~~units; ~~dilute~~provided ~~future~~further, ~~cash~~that ~~available~~repurchases of Class E units for ~~distribution~~cash will be subject to the 2% monthly and 5% quarterly limitations on repurchases in the share repurchase plan treating all outstanding Operating Partnership units held by persons other than us as having been exchanged for our ~~stockholders~~shares as of the respective monthly and quarterly measurement dates for calculation of the 2% monthly and 5% quarterly limitations under the share repurchase plan. In addition, any repurchases of Class E units in respect of distributions on the performance participation interest will not be subject to the Early Repurchase Deduction.

Our Adviser or the Special Limited Partner may choose to receive our common stock or Operating Partnership units in lieu of certain fees or distributions. The holders of all Operating Partnership units are entitled to receive cash from operations pro rata with the distributions being paid to us and such distributions to the holder of the Operating Partnership units will reduce the cash available for distribution to us and to our stockholders. Furthermore, under certain circumstances the Operating Partnership units held by our Adviser or held in connection with distributions on the performance participation interest are required to be repurchased, in cash at the holder’s election, and there may not be sufficient cash to make such a repurchase payment; therefore, we may need to use cash from operations, borrowings, offering proceeds or other sources to make the payment, which will reduce cash available for distribution to you or for investment in our operations. Repurchases of our shares or Operating Partnership units from our Adviser paid to our Adviser as a management fee are not subject to the monthly and quarterly volume limitations or the Early Repurchase Deduction, and such repurchases receive priority over other shares being put for repurchase during such period. Notwithstanding the foregoing, we have adopted a policy that requires the affiliated-transactions committee to approve any repurchase request of the Adviser for Class E shares received as payment for the management fee that, when combined with any stockholder repurchase requests submitted through our share repurchase plan, would cause us to exceed the 2% monthly or 5% quarterly repurchase limitations of our share repurchase plan. Such approval must find that the repurchase will not impair our capital or operations and is consistent with the fiduciary duties of our independent directors.19

InTable ~~addition, holders~~ of Class E units issued in connection with distributions on the performance participation interest may request the Operating Partnership repurchase such Class E units for Class E shares or cash (at the holder’s election) unless our board of directors determines that any such repurchase for cash would be prohibited by applicable law or the partnership agreement of the Operating Partnership, in which case such Class E units will be repurchased for an amount of Class E shares with an aggregate NAV equivalent to the aggregate NAV of such Class E units; provided further, that repurchases of Class E units for cash will be subject to the 2% monthly and 5% quarterly limitations on repurchases in the share repurchase plan treating all outstanding Operating Partnership units held by persons other than us as having been exchanged for our shares as of the respective monthly and quarterly measurement dates for calculation of the 2% monthly and 5% quarterly limitations under the share repurchase plan. In addition, any repurchases of Class E units in respect of distributions on the performance participation interest will not be subject to the Early Repurchase Deduction.Contents

19The Dealer Manager has a limited operating history. The Dealer Manager may not be able to build and maintain a network of licensed broker-dealers, which failure could have a material adverse effect on our business and our public offering.

~~Table~~We have retained the Dealer Manager, an affiliate of ~~Contents~~our Adviser, to conduct our public and private offerings. The Dealer Manager has a limited operating history, and our public offering is the first offering conducted by the Dealer Manager. The success of our public offering, and our ability to implement our business strategy, is dependent upon the ability of the Dealer Manager to build and maintain a network of licensed securities broker-dealers to sell our shares to their clients. If the Dealer Manager is not successful in establishing, operating and managing a sufficient network of selected dealers to distribute shares in our public offering, our ability to raise offering proceeds will be limited and our investment strategy may be adversely affected. In addition, the Dealer Manager serves as a broker-dealer for other issuers that are our affiliates and may do so in the future. As a result, the Dealer Manager may experience conflicts of interest in allocating its time between (i) our public offering and private offerings, on the one hand, and (ii) such other or future offerings, on the other, which could adversely affect our ability to raise proceeds through our public offering and private offerings as well as implement our investment strategy. Further, the selected dealers retained by the Dealer Manager may have numerous competing investment products, some with similar or identical investment strategies and areas of focus as us, which they may elect to emphasize to their retail clients.

~~The~~Our ~~Dealer~~stockholders ~~Manager~~will isnot ahave ~~recently~~the ~~formed~~benefit ~~entity~~of ~~with~~an noindependent ~~prior~~due ~~operating~~diligence ~~history.~~review ~~The~~in ~~Dealer~~connection ~~Manager~~with ~~may~~our ~~not~~offerings ~~be able to build~~ and, ~~maintain~~if a ~~network~~conflict of ~~licensed~~interest ~~broker-dealers,~~arises ~~which~~between ~~failure~~us ~~could~~and ~~have~~our aAdviser ~~material~~or ~~adverse~~the ~~effect~~Dealer onManager, ~~our~~we ~~business~~may ~~and~~incur ~~our~~additional ~~public~~fees ~~offering~~and expenses.

WeBecause ~~have retained the Dealer Manager, an affiliate of~~ our Adviser, ~~to conduct our public~~ and ~~private offerings. The Dealer Manager is a recently formed company with no prior operating history, and our public offering is~~ the ~~first offering conducted by the~~ Dealer Manager. ~~The~~are ~~success~~affiliates of ~~our public offering~~EQT, ~~and~~ our ~~ability to implement our business strategy~~Sponsor, isyou ~~dependent~~will ~~upon~~not have the ~~ability~~benefit of ~~the~~an ~~Dealer~~independent ~~Manager~~due todiligence ~~build~~review and ~~maintain~~investigation ~~a network~~ of ~~licensed securities broker-dealers to sell our shares to their clients. If~~ the ~~Dealer~~type ~~Manager~~normally isperformed ~~not~~by ~~successful~~an ~~in establishing~~unaffiliated, ~~operating~~independent ~~and~~underwriter ~~managing a sufficient network of selected dealers to distribute shares in our public offering, our ability to raise offering proceeds will be limited~~ and ~~our~~its ~~investment~~counsel ~~strategy may be adversely affected. In addition,~~ in ~~the~~connection ~~future,~~with ~~the Dealer Manager may serve as~~ a ~~broker-dealer~~securities ~~for other issuers that are our affiliates~~offering. AsIf aany ~~result,~~situation ~~the~~arises ~~Dealer Manager may experience conflicts of interest~~ in ~~allocating its time between our public offering and such future offerings,~~ which ~~could adversely affect~~ our ~~ability~~interests toare ~~raise~~in ~~proceeds~~conflict ~~through~~with ~~our~~those ~~public~~of ~~offering and implement~~ our ~~investment strategy. Further~~Adviser, the ~~selected dealers retained by the~~ Dealer Manager ~~may~~or ~~have~~its ~~numerous competing investment products~~affiliates, ~~some~~and ~~with~~we ~~similar~~are orrequired ~~identical~~to ~~investment~~retain ~~strategies~~independent ~~and areas of focus as us~~counsel, ~~which~~we ~~they~~will ~~may~~incur ~~elect~~additional tofees ~~emphasize~~and ~~to their retail clients~~expenses.

Our ~~stockholders~~board ~~will~~of ~~not~~directors ~~have~~may, in the ~~benefit~~future, ofadopt ancertain ~~independent~~measures ~~due~~under ~~diligence~~Maryland ~~review~~law inwithout ~~connection~~stockholder ~~with~~approval ~~our~~that ~~offerings~~may ~~and,~~have ifthe aeffect ~~conflict~~ of ~~interest~~making ~~arises~~it ~~between~~less uslikely ~~and~~that ~~our~~a ~~Adviser~~stockholder orwould ~~the~~receive ~~Dealer~~a ~~Manager,~~“control wepremium” ~~may~~for ~~incur~~his ~~additional~~or ~~fees~~her ~~and expenses~~shares.

~~Because~~Corporations ~~our~~organized ~~Adviser~~under ~~and~~Maryland ~~the~~law ~~Dealer~~with ~~Manager~~a ~~are~~class ~~affiliates~~ of ~~EQT,~~registered ~~our~~securities ~~Sponsor,~~and ~~you~~at ~~will~~least ~~not~~three ~~have the benefit of an~~ independent ~~due~~directors ~~diligence~~are ~~review~~permitted ~~and~~to ~~investigation~~elect ofto ~~the~~be ~~type~~subject, ~~normally performed~~ by ana ~~unaffiliated,~~charter ~~independent~~or ~~underwriter~~bylaw ~~and~~provision ~~its~~or ~~counsel in connection with~~ a ~~securities~~resolution ~~offering.~~of Ifits ~~any~~board ~~situation arises in which our interests are in conflict with those~~ of ~~our~~directors ~~Adviser,~~and ~~the~~notwithstanding ~~Dealer~~any ~~Manager~~contrary charter or ~~its~~bylaw ~~affiliates~~provision, ~~and we are required~~ to ~~retain~~any ~~independent~~or ~~counsel,~~all weof ~~will~~five ~~incur additional fees and expenses.~~provisions:

•

~~Our~~staggering the board of directors ~~may,~~into inthree the future, adopt certain measures under Maryland law without stockholder approval that may have the effect of making it less likely that a stockholder would receive a “control premium” for his or her shares.classes;

•

~~Corporations~~requiring ~~organized under Maryland law with~~ a ~~class~~two-thirds ofvote ~~registered securities and at least three independent directors are permitted to elect to be subject, by a charter or bylaw provision or a resolution~~ of ~~its~~stockholders ~~board of directors and notwithstanding any contrary charter or bylaw provision,~~ to ~~any~~remove ~~or all of five provisions:~~directors;

•

●providing ~~staggering~~that only the board of directors ~~into~~can ~~three~~fix ~~classes~~the size of the board;

•

●providing ~~requiring~~that aall ~~two-thirds~~vacancies on the board, regardless of how the vacancy was created, may be filled only by the affirmative vote of ~~stockholders~~a tomajority ~~remove~~of the remaining directors in office and for the remainder of the full term of the class of directors in which the vacancy occurred; and

•

● providing ~~that~~for ~~only~~a majority requirement for the ~~board~~calling ofby ~~directors~~stockholders ~~can~~of ~~fix~~a ~~the~~special ~~size~~meeting of ~~the board;~~stockholders.

●These ~~providing~~provisions ~~that~~may discourage an extraordinary transaction, such as a merger, tender offer or sale of all ~~vacancies~~or onsubstantially ~~the~~all ~~board~~of our assets, ~~regardless~~all of ~~how~~which ~~the~~might ~~vacancy~~provide ~~was~~a ~~created~~premium price for stockholders’ shares. In our charter, ~~may~~we have elected that vacancies on our board of directors be filled only by the ~~affirmative~~remaining ~~vote~~directors and for the remainder of athe ~~majority~~full term of the ~~remaining~~directorship ~~directors~~in which the vacancy occurred. Through other provisions in ~~office~~our charter and ~~for~~bylaws, we vest in our board of directors the ~~remainder~~exclusive power to fix the number of directorships, provided that the ~~full~~number ~~term~~is not less than three. We have not elected to be subject to any of the ~~class~~other provisions described above, but our charter does not prohibit our board of directors infrom ~~which~~opting ~~the~~into ~~vacancy~~any ~~occurred;~~of ~~and~~these provisions in the future.

●We ~~providing~~will ~~for~~not aelect ~~majority~~to ~~requirement~~be ~~for~~subject to any provision of Subtitle 8 of Title 3 of the ~~calling~~Maryland byGeneral Corporation Law (the “MGCL”) if doing so would adversely affect the rights, preferences and privileges of stockholders unless such election would be of no force or effect following a ~~special~~vote ~~meeting~~of the stockholders to ratify such election if such vote failed to garner the approval of a majority of the outstanding shares entitled to vote on the matter. We will use our best efforts to hold such stockholders’ meeting as soon as possible following such election but may adjourn or postpone the meeting to solicit additional votes if at the time of such adjournment or postponement a majority of the shares represented by proxy have indicated support for such election.

These provisions may discourage an extraordinary transaction, such as a merger, tender offer or sale of all or substantially all of our assets, all of which might provide a premium price for stockholders’ shares. In our charter, we have elected that vacancies on our board of directors be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred. Through other provisions in our charter and bylaws, we vest in our board of directors the exclusive power to fix the number of directorships, provided that the number is not less than three. We have not elected to be subject to any of the other provisions described above, but our charter does not prohibit our board of directors from opting into any of these provisions in the future.20

WeTable ~~will not elect to be subject to any provision~~ of Subtitle 8 of Title 3 of the Maryland General Corporation Law (the “MGCL”) if doing so would adversely affect the rights, preferences and privileges of stockholders unless such election would be of no force or effect following a vote of the stockholders to ratify such election if such vote failed to garner the approval of a majority of the outstanding shares entitled to vote on the matter. We will use our best efforts to hold such stockholders’ meeting as soon as possible following such election but may adjourn or postpone the meeting to solicit additional votes if at the time of such adjournment or postponement a majority of the shares represented by proxy have indicated support for such election.Contents

20Further, under the Maryland Business Combination Act, we may not engage in any merger or other business combination with an “interested stockholder” (which is defined as (1) any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our outstanding voting stock and (2) an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding stock) or any affiliate of that interested stockholder for a period of five years after the most recent date on which the interested stockholder became an interested stockholder. A person is not an interested stockholder if our board of directors approved in advance the transaction by which he would otherwise have become an interested stockholder. In approving a transaction, our board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms or conditions determined by our board of directors. After the five-year period ends, any merger or other business combination with the interested stockholder or any affiliate of the interested stockholder must be recommended by our board of directors and approved by the affirmative vote of at least:

•

~~Table~~80% of ~~Contents~~all votes entitled to be cast by holders of outstanding shares of our voting stock; and

•

~~Further,~~two-thirds under the Maryland Business Combination Act, we may not engage in any merger or other business combination with an “interested stockholder” (which is defined as (1) any person who beneficially owns, directly or indirectly, 10% or more of ~~the~~all ~~voting power~~ of ~~our outstanding voting stock and (2) an affiliate or associate of ours who, at any time within~~ the ~~two-year~~votes ~~period~~entitled ~~prior~~ to ~~the~~be ~~date~~cast inby ~~question,~~holders ~~was the beneficial owner, directly or indirectly,~~ of ~~10%~~outstanding orshares ~~more~~ of ~~the~~our voting ~~power~~stock ofother ~~our~~than ~~then~~those ~~outstanding~~shares ~~stock)~~owned or ~~any~~held ~~affiliate~~by ~~of that interested stockholder for a period of five years after~~ the ~~most recent date on which the~~ interested stockholder ~~became~~with anwhom ~~interested~~or ~~stockholder.~~with Awhose ~~person~~affiliate ~~is not an interested stockholder if our board of directors approved in advance~~ the ~~transaction~~business bycombination ~~which he would otherwise have become an interested stockholder. In approving a transaction, our board of directors may provide that its approval~~ is ~~subject~~ to ~~compliance,~~be ateffected or ~~after~~held ~~the time of approval, with any terms or conditions determined~~ by ~~our~~an ~~board~~affiliate ~~of directors. After the five-year period ends, any merger~~ or ~~other~~associate ~~business combination with the interested stockholder or any affiliate~~ of the interested stockholder ~~must be recommended by our board of directors and approved by the affirmative vote of at least:~~.

●These ~~80%~~supermajority ofvoting ~~all~~provisions ~~votes~~do ~~entitled~~not toapply beif, ~~cast~~among byother ~~holders~~things, ofour ~~outstanding~~stockholders ~~shares~~receive ofa ~~our~~minimum ~~voting~~price (as defined in the MGCL) for their common stock; and the consideration is received in cash or in the same form as previously paid by the interested stockholder.

●The ~~two-thirds~~statute ofpermits ~~all~~various ofexemptions ~~the~~from ~~votes~~its ~~entitled~~provisions, toincluding bebusiness ~~cast~~combinations that are exempted by ~~holders~~our board of ~~outstanding~~directors ~~shares~~prior to the time the interested stockholder becomes an interested stockholder. Our board of ~~our~~directors ~~voting~~has ~~stock~~adopted ~~other~~a ~~than~~resolution ~~those~~exempting ~~shares~~any ~~owned~~business orcombination ~~held~~involving byus ~~the~~and ~~interested~~any ~~stockholder~~person, ~~with~~including ~~whom~~our orAdviser, ~~with~~the ~~whose~~Dealer ~~affiliate~~Manager and EQT, from the provisions of this law, provided that such business combination is tofirst beapproved ~~effected~~by orour ~~held~~board byof andirectors; ~~affiliate~~however, orour ~~associate~~board ofmay ~~the~~revoke ~~interested~~this ~~stockholder~~exemption at any time.

~~These~~Our ~~supermajority~~charter ~~voting~~permits ~~provisions~~our doboard ~~not~~of ~~apply~~directors ~~if,~~to ~~among~~authorize ~~other~~us ~~things,~~to ~~our~~issue ~~stockholders~~preferred ~~receive~~stock aon ~~minimum~~terms ~~price~~that ~~(as~~may ~~defined~~subordinate in the ~~MGCL)~~rights ~~for~~of ~~their common stock and~~ the ~~consideration~~holders isof ~~received~~our incurrent ~~cash~~common stock or indiscourage ~~the~~a ~~same~~third ~~form~~party asfrom ~~previously~~acquiring ~~paid by the interested stockholder~~us.

~~The~~Our ~~statute~~board ~~permits~~of ~~various~~directors ~~exemptions~~is ~~from~~permitted, ~~its~~subject ~~provisions~~to certain restrictions set forth in our charter, ~~including~~to ~~business~~authorize ~~combinations~~the ~~that~~issuance ~~are~~of ~~exempted~~shares byof preferred stock without stockholder approval. Further, our board of directors ~~prior~~may classify or reclassify any unissued shares of common or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms or conditions of redemption of the stock and may amend our charter from time to time to increase or decrease the ~~interested~~aggregate ~~stockholder~~number ~~becomes~~of anshares ~~interested~~or the number of shares of any class or series that we have authority to issue without stockholder approval. ~~Our~~Thus, our board of directors ~~has~~could ~~adopted~~authorize aus ~~resolution~~to ~~exempting~~issue ~~any~~shares ~~business~~of ~~combination~~preferred ~~involving~~stock uswith terms and ~~any~~conditions ~~person,~~that ~~including~~could ~~our~~subordinate ~~Adviser,~~the rights of the ~~Dealer~~holders ~~Manager~~of ~~and~~our ~~EQT,~~common ~~from~~stock or have the ~~provisions~~effect of ~~this~~delaying, ~~law~~deferring or preventing a change in control of us, ~~provided~~including ~~that~~an extraordinary transaction such ~~business~~as ~~combination~~a ismerger, ~~first~~tender ~~approved~~offer byor ~~our~~sale ~~board~~of all or substantially all of ~~directors;~~our ~~however~~assets, ~~our~~that ~~board~~might ~~may~~provide ~~revoke~~a ~~this~~premium ~~exemption~~price atfor ~~any~~holders ~~time~~of our common stock.

Our charter permits our board of directors to authorize us to issue preferred stock on terms that may subordinate the rights of the holders of our current common stock or discourage a third party from acquiring us.21

~~Our~~Table ~~board~~ of directors is permitted, subject to certain restrictions set forth in our charter, to authorize the issuance of shares of preferred stock without stockholder approval. Further, our board of directors may classify or reclassify any unissued shares of common or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms or conditions of redemption of the stock and may amend our charter from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series that we have authority to issue without stockholder approval. Thus, our board of directors could authorize us to issue shares of preferred stock with terms and conditions that could subordinate the rights of the holders of our common stock or have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction such as a merger, tender offer or sale of all or substantially all of our assets, that might provide a premium price for holders of our common stock.Contents

21Maryland law and our organizational documents limit our rights and the rights of our stockholders to recover claims against our directors and officers, which could reduce your and our recovery against them if they cause us to incur losses.

~~Table~~Maryland law provides that a director will not have any liability as a director so long as he or she performs his or her duties in accordance with the applicable standard of ~~Contents~~conduct. In addition, our charter generally limits the personal liability of our directors and officers for monetary damages subject to the limitations of the North American Securities Administrators Association’s Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted on May 7, 2007 (the “NASAA REIT Guidelines”), and Maryland law. Maryland law and our charter provide that no director or officer shall be liable to us or our stockholders for monetary damages unless the director or officer (1) actually received an improper benefit or profit in money, property or services or (2) was actively and deliberately dishonest as established by a final judgment as material to the cause of action. Moreover, our charter generally requires us to indemnify and advance expenses to our directors and officers for losses they may incur by reason of their service in those capacities unless their act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, they actually received an improper personal benefit in money, property or services or, in the case of any criminal proceeding, they had reasonable cause to believe the act or omission was unlawful. Further, we have entered into separate indemnification agreements with each of our officers and directors. As a result, you and we may have more limited rights against our directors or officers than might otherwise exist under common law, which could reduce your and our recovery from these persons if they act in a manner that causes us to incur losses. In addition, we are obligated to fund the defense costs incurred by these persons in some cases. However, our charter provides that we may not indemnify our directors or officers, or our Adviser and its affiliates, for any liability or loss suffered by them or hold our directors or officers, our Adviser and its affiliates harmless for any liability or loss suffered by us, unless they have determined, in good faith, that the course of conduct that caused the loss or liability was in our best interests, they were acting on our behalf or performing services for us, the liability or loss was not the result of negligence or misconduct by our non-independent directors, our Adviser and its affiliates, or gross negligence or willful misconduct by our independent directors, and the indemnification or agreement to hold harmless is recoverable only out of our net assets and not from the stockholders.

~~Maryland~~Your ~~law~~interest ~~and~~in ~~our~~us ~~organizational~~will ~~documents~~be ~~limit~~diluted ~~our~~if ~~rights~~we ~~and~~issue ~~the~~additional ~~rights~~shares. ofYour ~~our~~interest ~~stockholders~~in ~~to recover claims against~~ our ~~directors~~assets ~~and~~will ~~officers,~~also ~~which~~be ~~could~~diluted ~~reduce your and our recovery against them~~ if ~~they~~the ~~cause~~Operating usPartnership toissues ~~incur~~additional ~~losses~~units.

~~Maryland~~Holders ~~law~~of ~~provides~~our ~~that~~common astock ~~director~~ will not have ~~any~~preemptive ~~liability~~rights asto aany ~~director~~shares sowe ~~long~~issue asin hethe orfuture. ~~she~~Our ~~performs~~charter ~~his~~authorizes orus ~~her~~to ~~duties~~issue inup ~~accordance~~to ~~with~~2,300,000,000 ~~the~~shares ~~applicable~~of ~~standard~~capital stock, of ~~conduct.~~which ~~In addition~~2,200,000,000 ~~our~~shares ~~charter~~are ~~generally~~classified ~~limits~~as ~~the~~common ~~personal~~stock, ~~liability~~ of ~~our~~which ~~directors~~500,000,000 ~~and~~shares ~~officers~~are ~~for~~classified ~~monetary~~as ~~damages~~Class ~~subject~~T toshares, ~~the~~500,000,000 ~~limitations~~shares ofare ~~the~~classified ~~North American~~as ~~Securities~~Class ~~Administrators~~S ~~Association’s~~shares, ~~Statement~~500,000,000 ofshares ~~Policy~~are ~~Regarding~~classified ~~Real~~as ~~Estate~~Class ~~Investment~~D ~~Trusts~~shares, as500,000,000 ~~revised~~shares ~~and~~are ~~adopted~~classified onas ~~May 7~~Class I shares, ~~2007~~100,000,000 ~~(the~~shares ~~“NASAA~~are ~~REIT~~classified ~~Guidelines”)~~as Class E shares, ~~and~~50,000,000 ~~Maryland~~are ~~law.~~classified ~~Maryland~~as ~~law~~Class A-I shares and ~~our~~50,000,000 ~~charter~~are ~~provide~~classified ~~that~~as noClass ~~director~~A-II orshares ~~officer~~and ~~shall~~100,000,000 beshares ~~liable~~are toclassified usas orpreferred ~~our~~stock, ~~stockholders~~of ~~for~~which ~~monetary~~220 ~~damages~~shares ~~unless~~are ~~the~~classified ~~director~~as orClass ~~officer~~A ~~(1) actually~~shares. ~~received~~In anaddition ~~improper~~to ~~benefit~~our orcurrent ~~profit~~public inand ~~money~~private offerings, ~~property~~we ormay ~~services~~issue oradditional ~~(2) was~~shares ~~actively~~in future offerings and ~~deliberately~~have ~~dishonest~~and asmay ~~established~~in bythe afuture ~~final~~issue ~~judgment~~Operating asPartnership ~~material~~units to ~~the~~holders ~~cause~~other ofthan ~~action~~us. ~~Moreover,~~Our ~~our~~board ~~charter~~of ~~generally~~directors ~~requires~~may usamend toour ~~indemnify~~charter ~~and~~from ~~advance~~time ~~expenses~~ to ~~our~~time ~~directors~~to ~~and~~increase ~~officers~~or ~~for~~decrease ~~losses~~the ~~they~~aggregate ~~may~~number ~~incur~~of byauthorized ~~reason~~shares of ~~their~~capital ~~service~~stock inor ~~those~~the ~~capacities~~number ~~unless~~of ~~their~~authorized ~~act~~shares orof ~~omission~~capital ~~was~~stock ~~material~~of toany ~~the~~class ~~matter~~or ~~giving~~series ~~rise~~without tostockholder ~~the~~approval. ~~proceeding~~After ~~and~~you ~~was~~purchase ~~committed~~shares inof ~~bad~~our ~~faith~~common orstock, ~~was~~our ~~the~~board ~~result~~ of ~~active~~directors ~~and~~may ~~deliberate dishonesty~~elect, ~~they~~without ~~actually~~stockholder ~~received~~approval, anto: ~~improper~~(1) ~~personal~~sell ~~benefit~~additional shares in ~~money,~~our ~~property~~current or ~~services~~future ~~or,~~public inofferings; ~~the~~(2) ~~case~~issue additional shares of ~~any~~our ~~criminal~~common ~~proceeding,~~stock ~~they~~or ~~had~~units ~~reasonable~~in ~~cause~~our toOperating ~~believe~~Partnership ~~the~~in ~~act~~private orofferings; ~~omission~~(3) ~~was~~issue ~~unlawful.~~shares ~~Further,~~of weour ~~have~~common ~~entered~~stock ~~into~~or ~~separate~~units ~~indemnification~~in ~~agreements~~our ~~with~~Operating ~~each~~Partnership upon the exercise of ~~our~~the ~~officers~~options ~~and~~we ~~directors.~~may Asgrant ato ~~result,~~our ~~you~~independent ~~and~~directors weor ~~may~~future ~~have~~employees; ~~more~~(4) ~~limited~~issue ~~rights~~shares ~~against~~of our ~~directors~~common stock or ~~officers~~units ~~than~~in ~~might~~our ~~otherwise~~Operating ~~exist~~Partnership ~~under~~to ~~common~~sellers ~~law~~of properties we acquire, ~~which~~or ~~could~~(5) ~~reduce~~issue ~~your~~equity ~~and~~incentive ~~our~~compensation ~~recovery~~to ~~from~~certain ~~these~~employees ~~persons~~of ifaffiliated ~~they~~service ~~act~~providers inor ato ~~manner~~third ~~that~~parties ~~causes~~as ussatisfaction toof ~~incur~~obligations ~~losses~~under incentive compensation arrangements. In addition, we ~~are~~may be obligated to ~~fund~~issue ~~the~~shares ~~defense~~of ~~costs~~our ~~incurred~~common bystock ~~these~~or ~~persons~~units in ~~some~~our ~~cases.~~Operating ~~However,~~Partnership to our ~~charter~~Adviser ~~provides~~or ~~that~~the weSpecial ~~may~~Limited ~~not~~Partner, ~~indemnify~~or ~~our~~their ~~directors~~successors or ~~officers~~assigns, orin ~~our~~payment ~~Adviser~~of ~~and~~an ~~its~~outstanding ~~affiliates,~~obligation to pay fees for ~~any~~services ~~liability~~rendered to us or ~~loss~~the ~~suffered~~performance byparticipation ~~them~~allocation. orTo ~~hold~~the ~~our~~extent ~~directors~~we orissue ~~officers~~additional shares of common stock after your purchase, ~~our~~your ~~Adviser~~percentage ~~and~~ownership ~~its~~interest ~~affiliates~~in ~~harmless~~us ~~for~~will ~~any~~be ~~liability~~diluted. orBecause ~~loss~~we ~~suffered~~will byhold ~~us,~~all ~~unless~~of ~~they~~our ~~have~~assets ~~determined,~~through inthe ~~good~~Operating ~~faith~~Partnership, ~~that~~to the ~~course~~extent we issue additional units of ~~conduct~~our ~~that~~Operating ~~caused~~Partnership ~~the~~after ~~loss~~your orpurchase, ~~liability~~your ~~was~~percentage ownership interest in our ~~best~~assets ~~interests~~will be diluted. Because certain classes of the units of our Operating Partnership may, ~~they~~in ~~were~~the ~~acting~~discretion onof our ~~behalf~~board orof ~~performing~~directors, ~~services~~be exchanged for usshares of our common stock, ~~the~~any ~~liability~~issuance orof ~~loss~~units ~~was~~in ~~not~~our ~~the~~Operating Partnership could result in the issuance of ~~negligence~~a orcorresponding ~~misconduct~~number byof shares of our ~~non-independent~~common ~~directors~~stock, ~~our~~thereby ~~Adviser~~diluting the percentage ownership interest of other stockholders. Because of these and ~~its~~other ~~affiliates~~reasons, orour ~~gross~~stockholders ~~negligence~~may experience substantial dilution in their percentage ownership of our shares or ~~willful~~their ~~misconduct~~interests in the underlying assets held by our ~~independent~~Operating ~~directors,~~Partnership. Operating Partnership units may have different and preferential rights to the ~~indemnification~~claims orof ~~agreement~~common units of our Operating Partnership which correspond to ~~hold~~the ~~harmless~~common isstock ~~recoverable~~held ~~only~~by ~~out~~our ofstockholders. Certain units in our ~~net~~Operating ~~assets~~Partnership may have different and ~~not~~preferential ~~from~~rights to the terms of the common Operating Partnership units which correspond to the common stock held by our stockholders.

~~Your interest in us will be diluted if we issue additional shares. Your interest in our assets will also be diluted if the Operating Partnership issues additional units.~~22

~~Holders~~Table of our common stock will not have preemptive rights to any shares we issue in the future. Our charter authorizes us to issue up to 2,300,000,000 shares of capital stock, of which 2,200,000,000 shares are classified as common stock, of which 500,000,000 shares are classified as Class T shares, 500,000,000 shares are classified as Class S shares, 500,000,000 shares are classified as Class D shares, 500,000,000 shares are classified as Class I shares, 100,000,000 shares are classified as Class E shares, 50,000,000 are classified as Class A-I shares and 50,000,000 are classified as Class A-II shares and 100,000,000 shares are classified as preferred stock, of which 220 shares are classified as Class A shares. In addition to our current public and private offerings, we may issue additional shares in future offerings and have and may in the future issue Operating Partnership units to holders other than us. Our board of directors may amend our charter from time to time to increase or decrease the aggregate number of authorized shares of capital stock or the number of authorized shares of capital stock of any class or series without stockholder approval. After you purchase shares of our common stock, our board of directors may elect, without stockholder approval, to: (1) sell additional shares in our current or future public offerings; (2) issue additional shares of our common stock or units in our Operating Partnership in private offerings; (3) issue shares of our common stock or units in our Operating Partnership upon the exercise of the options we may grant to our independent directors or future employees; (4) issue shares of our common stock or units in our Operating Partnership to sellers of properties we acquire, or (5) issue equity incentive compensation to certain employees of affiliated service providers or to third parties as satisfaction of obligations under incentive compensation arrangements. In addition, we may be obligated to issue shares of our common stock or units in our Operating Partnership to our Adviser or the Special Limited Partner, or their successors or assigns, in payment of an outstanding obligation to pay fees for services rendered to us or the performance participation allocation. To the extent we issue additional shares of common stock after your purchase, your percentage ownership interest in us will be diluted. Because we will hold all of our assets through the Operating Partnership, to the extent we issue additional units of our Operating Partnership after your purchase, your percentage ownership interest in our assets will be diluted. Because certain classes of the units of our Operating Partnership may, in the discretion of our board of directors, be exchanged for shares of our common stock, any issuance of units in our Operating Partnership could result in the issuance of a corresponding number of shares of our common stock, thereby diluting the percentage ownership interest of other stockholders. Because of these and other reasons, our stockholders may experience substantial dilution in their percentage ownership of our shares or their interests in the underlying assets held by our Operating Partnership. Operating Partnership units may have different and preferential rights to the claims of common units of our Operating Partnership which correspond to the common stock held by our stockholders. Certain units in our Operating Partnership may have different and preferential rights to the terms of the common Operating Partnership units which correspond to the common stock held by our stockholders.Contents

22The net tangible book value of your shares will be substantially below the price you pay for them. As a result, on acquiring shares, you will experience immediate dilution in the net tangible book value of your shares, thus increasing the risk of a loss on your investment.

~~Table~~Net tangible book value per share is a rough approximation of ~~Contents~~value calculated as total book value of assets (exclusive of certain intangible assets) minus total book value of liabilities, divided by the total number of shares of common stock outstanding. It assumes that the value of real estate assets diminishes predictably over time as shown through the depreciation and amortization of real estate investments. Real estate values have historically risen or fallen with market conditions. Net tangible book value is used generally as a conservative measure of net worth that we do not believe will reflect our net asset value per share. It is not intended to reflect the value of our assets upon an orderly liquidation of the company in accordance with our investment objectives.

~~The~~We have incurred substantial organization and offering expenses. Although our Adviser has agreed to pay these costs on our behalf through March 19, 2027, we must reimburse our Adviser for them over a five-year period, subject to a cap. Although the net asset value of our shares will only be affected by this liability as it is paid, the net tangible book value of ~~your~~our shares is a GAAP figure and must reflect the full amount of the liability as of March 19, 2024, which is the date on which we broke escrow for our public offering, and thereafter, as incurred. Additionally, our Adviser will advance on our behalf certain of our general and administrative expenses through the earlier of (i) the first date that the aggregate NAV of our outstanding shares of common stock, along with Operating Partnership units held by parties other than us, reaches $1.0 billion and (ii) March 19, 2027, which is the third anniversary of the date on which we broke escrow in our public offering, at which point we will reimburse our Adviser for all such advanced expenses ratably over the 60 months following such date. Although the net asset value of our shares will only be ~~substantially~~affected ~~below~~by this liability as it is paid, under GAAP the ~~price~~net ~~you~~tangible ~~pay~~book value of shares must reflect this liability as of the date on which we broke escrow for ~~them~~the public offering, and thereafter, as incurred. As a result, onthe ~~acquiring~~net tangible book value of your shares, will be less than the amount you ~~will~~paid ~~experience~~for ~~immediate~~them. ~~dilution~~Moreover, inpurchasers of Class T, S and D shares have to pay an upfront commission for their shares, further widening the spread between your purchase price and the net tangible book value of your shares. As a result, ~~thus~~you ~~increasing~~will experience immediate dilution in the ~~risk~~net oftangible abook ~~loss~~value onof your investment.

~~Net~~Further, ~~tangible~~we ~~book~~may ~~value~~not ~~per~~generate ~~share~~sufficient iscash aflow ~~rough~~from ~~approximation~~operations ofto ~~value~~fully ~~calculated~~fund asdistributions ~~total~~to ~~book~~stockholders. ~~value~~Funding ofdistributions ~~assets~~from ~~(exclusive~~sources ofother ~~certain~~than ~~intangible~~our ~~assets)~~cash ~~minus~~flow ~~total~~from ~~book~~operations ~~value~~may offurther ~~liabilities,~~dilute ~~divided by~~ the ~~total~~net ~~number~~tangible ofbook ~~shares~~value of ~~common~~your ~~stock outstanding~~shares. ItSee ~~assumes~~“We ~~that~~may ~~the~~pay ~~value~~distributions offrom ~~real~~sources ~~estate~~other ~~assets~~than ~~diminishes~~our ~~predictably~~cash ~~over~~flow ~~time~~from asoperations, ~~shown~~including, ~~through~~without limitation, the ~~depreciation~~sale ~~and~~or ~~amortization~~repayment of ~~real~~our ~~estate~~assets, ~~investments.~~borrowings, ~~Real~~return ~~estate~~of ~~values~~capital, ~~have~~offering ~~historically~~proceeds ~~risen~~ or ~~fallen~~the ~~with~~temporary ~~market~~deferral ~~conditions.~~or ~~Net~~waiver ~~tangible~~of ~~book~~fees ~~value~~and isexpense ~~used~~reimbursements ~~generally~~(including asthe apayment ~~conservative measure~~ of ~~net~~fees ~~worth~~with ~~that~~shares weof ~~do not believe will reflect~~ our ~~net~~stock), ~~asset~~and ~~value~~we ~~per~~have ~~share.~~no Itlimits ison ~~not intended to reflect~~ the ~~value~~amounts ofwe ~~our~~may ~~assets~~pay ~~upon~~from ansuch ~~orderly liquidation of the company in accordance with our investment objectives~~sources.”

WeThese ~~have~~factors ~~incurred~~increase substantial organization and offering expenses. Although our Adviser has agreed to pay these costs on our behalf through March 19, 2026, we must reimburse our Adviser for them over a five-period, subject to a cap. Although the ~~net~~risk ~~asset value~~ of ~~our~~loss shares will only be affected by this liability as it is paid, the net tangible book value of our shares is a GAAP figure and must reflect the full amount of the liability as of March 19, 2024, which is the date on which we broke escrow for our public offering, and thereafter, as incurred. Additionally, our Adviser will advance on our behalf certain of our general and administrative expenses through the earlier of (a) the first date that the aggregate NAV of our outstanding shares of common stock, along with Operating Partnership units held by parties other than us, reaches $1.0 billion and (b) March 19, 2026, the second anniversary of the date on which we broke escrow in our public offering, at which point we will reimburse our Adviser for all such advanced expenses ratably over the 60 months following such date. Although the net asset value of our shares will only be affected by this liability as it is paid, under GAAP the net tangible book value of shares must reflect this liability as of the date on which we broke escrow for the public offering, and thereafter, as incurred. As a result, the net tangible book value of your shares will be less than the amount you paid for them. Moreover, purchasers of Class T, S and D shares have to pay an upfront commission for their shares, further widening the spread between your purchase price and the net tangible book value of your shares. As a result, you will experience immediate dilution in the net tangible book value of your investment.

~~Further,~~Our webylaws ~~may~~designate ~~not~~the ~~generate~~Circuit ~~sufficient~~Court ~~cash~~for ~~flow~~Baltimore ~~from~~City, ~~operations~~Maryland toor, ~~fully~~if ~~fund~~that ~~distributions~~court todoes ~~stockholders.~~not ~~Funding~~have ~~distributions~~jurisdiction, ~~from~~the ~~sources~~United ~~other~~States ~~than~~District ~~our~~Court ~~cash~~for ~~flow from operations may further dilute~~ the ~~net~~District ~~tangible book value~~ of ~~your~~Maryland, ~~shares.~~Baltimore ~~See~~Division, ~~“We~~as ~~may~~the ~~pay~~sole ~~distributions~~and ~~from~~exclusive ~~sources~~forum ~~other~~for ~~than~~certain ~~our~~types ~~cash~~of ~~flow~~actions ~~from~~and ~~operations,~~proceedings ~~including,~~that ~~without~~may ~~limitation,~~be ~~the~~initiated ~~sale~~by ~~or repayment of~~ our ~~assets~~stockholders, ~~borrowings,~~which ~~return~~could oflimit ~~capital,~~our ~~offering~~stockholders’ ~~proceeds~~ability orto ~~the~~obtain ~~temporary~~a ~~deferral~~favorable orjudicial ~~waiver~~forum offor ~~fees~~disputes ~~and expense reimbursements (including the payment of fees~~ with ~~shares~~us ofor our ~~stock)~~directors, ~~and~~officers weor ~~have no limits on the amounts we may pay from such sources~~employees.”

~~These~~Our ~~factors~~bylaws ~~increase~~provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders with respect to our Company, our directors, our officers or our employees (we note we currently have no employees). This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for disputes with us or our directors, officers or employees, which may discourage meritorious claims from being asserted against us and our directors, officers and employees. Alternatively, if a court were to find this provision of our bylaws inapplicable to or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. We adopted this provision because we believe it makes it less likely that we will be forced to incur the expense of defending duplicative actions in multiple forums and less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce us into otherwise unjustified settlements, and we believe the risk of ~~loss~~a oncourt ~~your~~declining ~~investment~~to enforce this provision is remote, as the General Assembly of Maryland has specifically amended the MGCL to authorize the adoption of such provisions. This provision of our bylaws does not apply to claims brought to enforce a duty or liability created by the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other claim for which the federal courts have exclusive jurisdiction or to claims under state securities laws.

Our bylaws designate the Circuit Court for Baltimore City, Maryland or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.23

~~Our~~Table ~~bylaws provide that, unless we consent in writing to the selection~~ of an alternative forum, the Circuit Court for Baltimore City, Maryland or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders with respect to our Company, our directors, our officers or our employees (we note we currently have no employees). This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for disputes with us or our directors, officers or employees, which may discourage meritorious claims from being asserted against us and our directors, officers and employees. Alternatively, if a court were to find this provision of our bylaws inapplicable to or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. We adopted this provision because we believe it makes it less likely that we will be forced to incur the expense of defending duplicative actions in multiple forums and less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce us into otherwise unjustified settlements, and we believe the risk of a court declining to enforce this provision is remote, as the General Assembly of Maryland has specifically amended the MGCL to authorize the adoption of such provisions. This provision of our bylaws does not apply to claims brought to enforce a duty or liability created by the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other claim for which the federal courts have exclusive jurisdiction or to claims under state securities laws.Contents

23We will not be required to comply with certain reporting requirements, including those relating to auditor’s attestation reports on the effectiveness of our system of internal control over financial reporting, accounting standards and disclosure about our executive compensation, that apply to other public companies.

~~Table~~The Jumpstart Our Business Startups Act of ~~Contents~~2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for emerging growth companies, including certain requirements relating to accounting standards and compensation disclosure. We are classified as an emerging growth company. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to (1) provide an auditor’s attestation report on the effectiveness of our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (2) comply with any new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies under Section 102(b)(1) of the JOBS Act, (3) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (4) comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC determines otherwise, (5) provide certain disclosure regarding executive compensation required of larger public companies or (6) hold stockholder advisory votes on executive compensation.

WeOnce ~~will~~we are no longer an emerging growth company, so long as our shares of common stock are not traded on a securities exchange, we will be ~~required~~deemed to ~~comply~~be ~~with~~a ~~certain~~“non-accelerated ~~reporting~~filer” ~~requirements~~under the Exchange Act, ~~including~~and ~~those~~as ~~relating~~a tonon-accelerated filer, we will be exempt from compliance with the auditor’s attestation ~~reports~~requirements onof ~~the~~Section ~~effectiveness~~404 of the Sarbanes-Oxley Act. In addition, so long as we are externally managed by our ~~system~~Adviser ofand ~~internal~~we ~~control~~do ~~over~~not ~~financial~~directly ~~reporting~~compensate our executive officers, ~~accounting~~or ~~standards~~reimburse our Adviser or its affiliates for salaries, bonuses, benefits and ~~disclosure~~severance ~~about~~payments for persons who also serve as one of our executive officers or as an executive officer of our Adviser, we do not have any executive compensation, ~~that~~making ~~apply~~the toexemptions ~~other~~listed ~~public~~in ~~companies~~(5) and (6) above generally inapplicable.

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for emerging growth companies, including certain requirements relating to accounting standards and compensation disclosure. We ~~are~~cannot ~~classified~~predict asif aninvestors ~~emerging~~will ~~growth~~find ~~company.~~our ~~For~~common asstock ~~long~~less asattractive webecause ~~are an emerging growth company, which may be up to five full fiscal years, unlike other public companies,~~ we ~~will~~choose ~~not be required~~ to ~~(1) provide~~rely ~~an auditor’s attestation report~~ on ~~the effectiveness of our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (2) comply with~~ any ~~new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies under Section 102(b)(1)~~ of the ~~JOBS~~exemptions ~~Act,~~discussed (3) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (4) comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC determines otherwise, (5) provide certain disclosure regarding executive compensation required of larger public companies or (6) hold stockholder advisory votes on executive compensationabove.

~~Once~~As wenoted ~~are no longer an emerging growth company~~above, ~~so long as our shares of common stock are not traded on a securities exchange, we will be deemed to be a “non-accelerated filer”~~ under the ~~Exchange~~JOBS Act, ~~and~~emerging asgrowth acompanies ~~non-accelerated~~can ~~filer,~~delay weadopting ~~will~~new beor ~~exempt~~revised ~~from~~accounting ~~compliance~~standards ~~with~~that ~~the~~have ~~auditor~~different ~~attestation~~effective ~~requirements~~dates offor ~~Section 404~~public ofand ~~the~~private ~~Sarbanes-Oxley~~companies ~~Act.~~until Insuch ~~addition,~~time ~~so long~~ as wethose ~~are~~standards ~~externally~~apply ~~managed~~to byprivate ~~our~~companies. ~~Adviser~~We ~~and~~have weelected doto ~~not~~opt ~~directly~~out ~~compensate~~of ~~our~~this ~~executive~~transition ~~officers~~period, ~~or reimburse our Adviser or its affiliates for salaries, bonuses, benefits~~ and ~~severance~~will ~~payments~~therefore ~~for~~comply ~~persons~~with ~~who~~new ~~also~~or ~~serve~~revised asaccounting ~~one~~standards ofon ~~our~~the ~~executive~~applicable ~~officers~~dates oron aswhich anthe ~~executive~~adoption ~~officer~~ of ~~our~~these ~~Adviser,~~standards weis dorequired ~~not~~for ~~have~~non-emerging ~~any~~growth ~~executive~~companies. ~~compensation,~~This ~~making~~election ~~the~~is ~~exemptions listed in (5) and (6) above generally inapplicable~~irrevocable.

WeYour ~~cannot~~investment ~~predict~~return ifmay ~~investors~~be ~~will~~reduced ~~find~~if ~~our~~we ~~common~~are ~~stock~~required ~~less~~to ~~attractive~~register ~~because~~as wean ~~choose~~investment tocompany ~~rely~~under onthe ~~any~~Investment Company Act of 1940, as amended (the ~~exemptions~~“Investment ~~discussed~~Company ~~above~~Act”).

AsWe ~~noted~~intend ~~above,~~to ~~under~~conduct ~~the~~our ~~JOBS~~operations ~~Act,~~so ~~emerging~~that ~~growth~~neither ~~companies~~we, ~~can~~nor ~~delay~~our ~~adopting~~Operating ~~new~~Partnership ornor ~~revised~~the ~~accounting~~subsidiaries ~~standards~~of ~~that~~our ~~have~~Operating ~~different~~Partnership ~~effective~~are ~~dates~~investment ~~for public and private~~ companies ~~until~~under ~~such~~the ~~time~~Investment asCompany ~~those standards apply to private companies~~Act. WeHowever, ~~have~~there ~~elected~~can tobe ~~opt~~no ~~out~~assurance ofthat ~~this~~we ~~transition~~and ~~period,~~our ~~and~~subsidiaries will ~~therefore~~be ~~comply~~able ~~with~~to ~~new~~successfully oravoid ~~revised~~operating ~~accounting~~as ~~standards~~an oninvestment ~~the applicable dates on which the adoption of these standards is required for non-emerging growth companies~~company. ~~This election is irrevocable.~~

~~Your~~A ~~investment~~change ~~return~~in ~~may~~the bevalue ~~reduced~~of ifany weof ~~are~~our ~~required~~assets tocould ~~register~~negatively asaffect anour ~~investment~~ability ~~company~~to avoid registration under the Investment Company Act. ofTo ~~1940~~avoid registration, aswe ~~amended~~may ~~(the~~be ~~“Investment~~unable ~~Company~~to ~~Act”)~~sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. In addition, we may have to acquire additional assets that we might not otherwise have acquired or may have to forego opportunities to acquire assets that we would otherwise want to acquire and would be important to our investment strategy.

WeIf ~~intend~~we were required to ~~conduct~~register ~~our~~as ~~operations~~an soinvestment ~~that~~company ~~neither~~but wefailed to do so, ~~nor~~we ~~our~~would ~~Operating~~become ~~Partnership~~subject ~~nor~~to ~~the~~substantial ~~subsidiaries~~regulation ofwith respect to our ~~Operating~~capital ~~Partnership~~structure ~~are~~(including ~~investment~~our ~~companies~~ability ~~under~~to use borrowings), management, operations, transactions with affiliated persons (as defined in the Investment Company Act.), ~~However~~and portfolio composition, ~~there~~including ~~can~~disclosure berequirements noand ~~assurance~~restrictions ~~that~~with werespect to diversification and industry concentration, and other matters. Compliance with the Investment Company Act would, accordingly, limit our ~~subsidiaries~~ability ~~will~~to bemake ~~able~~certain investments and require us to ~~successfully~~restructure ~~avoid~~our ~~operating~~business asplan, anwhich ~~investment~~could ~~company~~materially adversely affect our NAV and our ability to pay distributions to our stockholders.

A change in the value of any of our assets could negatively affect our ability to avoid registration under the Investment Company Act. To avoid registration, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. In addition, we may have to acquire additional assets that we might not otherwise have acquired or may have to forego opportunities to acquire assets that we would otherwise want to acquire and would be important to our investment strategy.24

IfTable weof were required to register as an investment company but failed to do so, we would become subject to substantial regulation with respect to our capital structure (including our ability to use borrowings), management, operations, transactions with affiliated persons (as defined in the Investment Company Act), and portfolio composition, including disclosure requirements and restrictions with respect to diversification and industry concentration, and other matters. Compliance with the Investment Company Act would, accordingly, limit our ability to make certain investments and require us to restructure our business plan, which could materially adversely affect our NAV and our ability to pay distributions to our stockholders.Contents

24We depend on our Adviser to develop appropriate systems and procedures to control operational risk.

~~Table~~Operational risks arising from mistakes made in the confirmation or settlement of ~~Contents~~transactions, from transactions not being properly booked, evaluated or accounted for or other similar disruption in our operations may cause us to suffer financial losses, the disruption of our business, liability to third parties, regulatory intervention or damage to our reputation. We depend on our Adviser and its affiliates to develop the appropriate systems and procedures to control operational risk. We rely heavily on our financial, accounting and other data processing systems. The ability of our systems to accommodate transactions could also constrain our ability to properly manage our portfolio. Generally, our Adviser will not be liable for losses incurred due to the occurrence of any such errors.

We ~~depend~~are onsubject to the risk that our ~~Adviser~~trading orders may not be executed in a timely and efficient manner due to ~~develop~~various ~~appropriate~~circumstances, including, without limitation, systems ~~and~~failure ~~procedures~~or human error. As a result, we could be unable to ~~control~~achieve ~~operational~~the market position selected by our Adviser or might incur a loss in liquidating our positions. Since some of the markets in which we may effect transactions are over-the-counter or interdealer markets, the participants in such markets are typically not subject to credit evaluation or regulatory oversight comparable to that which members of exchange-based markets are subject. We are also exposed to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions, thereby causing us to suffer a loss.

~~Operational~~We ~~risks~~are ~~arising~~dependent ~~from~~on ~~mistakes~~information ~~made in the confirmation or settlement of transactions~~systems, ~~from~~and ~~transactions~~systems ~~not being properly booked~~failures, ~~evaluated~~as orwell ~~accounted~~as ~~for~~operating ~~or other similar disruption in our operations may cause us to suffer financial losses~~failures, ~~the~~could ~~disruption~~significantly ofdisrupt our business, ~~liability~~which ~~to third parties~~may, ~~regulatory~~in ~~intervention or damage to our reputation. We depend on our Adviser and its affiliates to develop the appropriate systems and procedures to control operational risk. We rely heavily on our financial~~turn, ~~accounting~~negatively ~~and~~affect ~~other data processing systems. The ability of~~ our ~~systems to accommodate transactions could also constrain our ability to properly manage our portfolio. Generally~~liquidity, ~~our~~financial ~~Adviser~~condition ~~will~~or ~~not~~results ~~be liable for losses incurred due to the occurrence~~ of ~~any such errors~~operations.

WeOur ~~are~~business ~~subject~~is todependent ~~the~~on ~~risk that~~ our ~~trading~~and ~~orders~~third ~~may~~parties’ ~~not~~communications beand ~~executed~~information insystems. aAny ~~timely~~failure ~~and~~or ~~efficient~~interruption ~~manner~~of ~~due~~those ~~to various circumstances~~systems, including, ~~without~~as ~~limitation, systems failure or human error. As~~ a result, weof ~~could~~the betermination ~~unable~~of toan ~~achieve~~agreement ~~the~~with ~~market~~any ~~position~~third-party ~~selected~~service byproviders, ~~our~~could ~~Adviser~~cause delays or ~~might~~other ~~incur~~problems ~~a loss~~ in ~~liquidating~~ our ~~positions~~activities. ~~Since~~Our ~~some~~financial, ofaccounting, ~~the~~data ~~markets~~processing, inbackup ~~which we may effect transactions are over-the-counter~~ or ~~interdealer~~other ~~markets,~~operating ~~the~~systems ~~participants~~and infacilities ~~such~~may ~~markets~~fail ~~are typically not subject~~ to ~~credit~~operate ~~evaluation~~properly or ~~regulatory~~become ~~oversight~~disabled ~~comparable~~or todamaged ~~that~~as ~~which~~a ~~members~~result of ~~exchange-based~~a ~~markets~~number ~~are~~of ~~subject.~~factors Weincluding ~~are~~events ~~also exposed to the risk~~ that aare ~~counterparty~~wholly ~~will~~or ~~not~~partially ~~settle~~beyond aour ~~transaction~~control ~~in accordance with its terms~~ and ~~conditions,~~adversely ~~thereby~~affect ~~causing~~our usbusiness. toThere ~~suffer~~could ~~a loss.~~be:

•

Wesudden ~~are~~electrical dependent on information systems, and systems failures, as well as operating failures, could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition or ~~results~~telecommunications ~~of operations.~~outages;

•

~~Our~~natural ~~business~~disasters issuch ~~dependent on our and third parties’ communications and information systems. Any failure or interruption of those systems, including~~ as ~~a result of the termination of an agreement with any third-party service providers~~earthquakes, ~~could~~tornadoes ~~cause delays or other problems in our activities. Our financial, accounting, data processing, backup or other operating systems~~ and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:hurricanes;

•

●disease ~~sudden electrical or telecommunications outages~~pandemics;

•

●events ~~natural~~arising ~~disasters~~from ~~such~~local asor ~~earthquakes~~larger scale political or social matters, ~~tornadoes~~including terrorist acts and ~~hurricanes~~war; and

•

●cyber ~~disease pandemics;~~incidents.

●In ~~events~~addition ~~arising~~to ~~from~~our ~~local~~dependence oron ~~larger~~information ~~scale~~systems, ~~political~~poor oroperating ~~social~~performance ~~matters,~~by ~~including~~our ~~terrorist~~service ~~acts~~providers ~~and~~could ~~war;~~adversely ~~and~~impact us.

●These ~~cyber~~events, ~~incidents~~in turn, could have a material adverse effect on our operating results and negatively affect the market price of our securities and our ability to pay distributions to our stockholders.

InCompliance ~~addition~~with tothe ~~our~~SEC’s ~~dependence~~Regulation onBest ~~information~~Interest ~~systems,~~by ~~poor~~selected ~~operating~~dealers ~~performance~~may bynegatively impact our ~~service~~ability ~~providers~~to raise capital in our public offering, which could ~~adversely~~harm ~~impact~~our usability to achieve our investment objectives.

~~These~~Broker-dealers ~~events~~are required to comply with Regulation Best Interest, inwhich, ~~turn~~among other requirements, ~~could~~establishes ~~have~~a standard of conduct for broker-dealers and their associated persons when making a ~~material~~recommendation ~~adverse~~of ~~effect~~any onsecurities transaction or investment strategy involving securities to a retail customer. Regulation Best Interest may negatively impact whether selected dealers and their associated persons recommend our ~~operating~~public ~~results~~offering to certain retail customers. In particular, under SEC guidance concerning Regulation Best Interest, a broker-dealer recommending an investment in our shares should consider a number of factors under the care obligation of Regulation Best Interest, including but not limited to cost and ~~negatively~~complexity ~~affect~~of the ~~market~~investment ~~price~~and reasonably available alternatives in determining whether there is a reasonable basis for the recommendation. As a result, high cost, high risk and complex products may be subject to greater scrutiny by broker-dealers. Broker-dealers may recommend a more costly or complex product as long as they have a reasonable basis to believe it is in the best interest of a particular retail customer. However, if broker-dealers choose alternatives to our ~~securities~~shares, many of which likely exist, such as an investment in listed entities, which may be a reasonable alternative to an investment in us as such investments may feature characteristics like lower cost, nominal or no commissions at the time of initial purchase, less complexity and lesser or different risks, our ability to ~~pay~~raise ~~distributions~~capital will be adversely affected. If Regulation Best Interest reduces our ability to raise capital in our ~~stockholders~~public offering, it may harm our ability to achieve our objectives.

Compliance with the SEC’s Regulation Best Interest by selected dealers may negatively impact our ability to raise capital in our public offering, which could harm our ability to achieve our investment objectives.25

~~Broker-dealers~~Table ~~are required to comply with Regulation Best Interest, which, among other requirements, establishes a standard~~ of conduct for broker-dealers and their associated persons when making a recommendation of any securities transaction or investment strategy involving securities to a retail customer. Regulation Best Interest may negatively impact whether selected dealers and their associated persons recommend our public offering to certain retail customers. In particular, under SEC guidance concerning Regulation Best Interest, a broker-dealer recommending an investment in our shares should consider a number of factors under the care obligation of Regulation Best Interest, including but not limited to cost and complexity of the investment and reasonably available alternatives in determining whether there is a reasonable basis for the recommendation. As a result, high cost, high risk and complex products may be subject to greater scrutiny by broker-dealers. Broker-dealers may recommend a more costly or complex product as long as they have a reasonable basis to believe it is in the best interest of a particular retail customer. However, if broker-dealers choose alternatives to our shares, many of which likely exist, such as an investment in listed entities, which may be a reasonable alternative to an investment in us as such investments may feature characteristics like lower cost, nominal or no commissions at the time of initial purchase, less complexity and lesser or different risks, our ability to raise capital will be adversely affected. If Regulation Best Interest reduces our ability to raise capital in our public offering, it may harm our ability to achieve our objectives.Contents

25Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and/or damage to our business relationships, all of which could negatively impact our business, financial condition and operating results.

~~Table~~A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of ~~Contents~~our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships. As our reliance on technology has increased, so have the risks posed to our information and operation systems, both internal and those provided by our Adviser and third-party service providers. Our Adviser may not be able to verify the risks or reliability of such third-party systems. The failure of one or more systems or the inability of such systems to satisfy our growing business could have a material adverse effect on us. The rapid evolution and increased adoption of artificial intelligence technologies, by us, our Adviser or third parties, may also heighten our cybersecurity risks by making cyberattacks more difficult to detect, contain and mitigate. Our Adviser and third-party service providers have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber incident, do not guarantee that a cyber incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident.

~~Cybersecurity~~We ~~risks~~are ~~and~~subject ~~cyber incidents may adversely affect our business by causing a disruption~~ to ~~our~~risks ~~operations,~~associated awith ~~compromise~~artificial orintelligence ~~corruption of our confidential information~~ and~~/or~~ ~~damage~~machine tolearning ~~our business relationships, all of which could negatively impact our business, financial condition and operating results~~technology.

ATechnological ~~cyber~~developments ~~incident~~in isartificial ~~considered~~intelligence, toincluding bemachine ~~any adverse event that threatens the confidentiality~~learning, ~~integrity~~generative orartificial ~~availability~~intelligence ~~of our information resources. These incidents may be an intentional attack or an unintentional event~~ and ~~could~~similar ~~involve~~technologies ~~gaining~~that ~~unauthorized access to our information systems for purposes of misappropriating assets~~collect, ~~stealing confidential information~~aggregate, ~~corrupting~~analyze ~~data~~ or ~~causing~~generate ~~operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial~~ data, ~~liability for stolen assets~~ or ~~information,~~other ~~increased~~materials ~~cybersecurity~~(collectively ~~protection and insurance costs~~“AI”), ~~litigation~~ and ~~damage~~their tocurrent ~~our business relationships. As our reliance on technology has increased, so have the risks posed to our information~~ and ~~operation~~potential ~~systems,~~future ~~both~~applications ~~internal~~including ~~and~~in ~~those provided by our Adviser and third-party service providers. Our Adviser may not be able to verify~~ the ~~risks~~real or reliability of such third-party systems. The failure of one or more systems or the inability of such systems to satisfy our growing business could have a material adverse effect on us. Our Adviser and these third-party service providers have implemented processesestate, ~~procedures~~capital and ~~internal~~financial ~~controls to help mitigate cybersecurity risks and cyber intrusions~~markets, ~~but these measures,~~ as well as ~~our increased awareness of~~ the ~~nature~~legal and ~~extent~~regulatory offrameworks awithin ~~risk~~which ofthey ~~a cyber incident~~operate, doare ~~not~~rapidly ~~guarantee that a cyber incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident~~evolving.

We ~~will~~and ~~face~~our ~~risks~~Adviser ~~associated~~intend to avail ourselves of the benefits, insights and efficiencies available through the use of AI. While the Adviser does not currently use AI to make investment recommendations, we and our Adviser currently utilize certain AI tools in a limited manner such as to support data collection, aggregation, storage, organization and summarization, and to assist with ~~hedging~~other ~~transactions~~operational, administrative, research and analytical support functions. Such uses are intended to enhance efficiency and are subject to human oversight. We expect to evaluate and selectively deploy AI to support operational and analytical functions.

We ~~may utilize a wide variety of derivative~~ and ~~other~~our ~~hedging~~Adviser ~~instruments~~may ~~for~~also ~~risk~~be ~~management~~exposed ~~purposes,~~to the ~~use~~risks of ~~which~~AI isif athird-party ~~highly~~service ~~specialized~~providers ~~activity that may entail greater than ordinary investment risks. Any such derivatives and other hedging transactions may not be effective in mitigating risk in all market conditions~~ or ~~against~~any ~~all~~counterparties, ~~types~~whether ~~of risk (including unidentified~~ or ~~unanticipated~~not ~~risks),~~known ~~thereby resulting in losses~~ to us., ~~Engaging~~also inuse ~~derivatives~~AI ~~and other hedging transactions may result~~ in atheir ~~poorer~~business ~~overall~~activities. ~~performance~~We ~~for us than if we had not engaged in any such transaction,~~ and our Adviser may not be ~~able~~in toa ~~hedge~~position ~~against, or anticipate, certain risks that may adversely affect our investment portfolio. In addition, our investment portfolio will always be exposed~~ to ~~certain~~control ~~risks~~the ~~that~~use ~~cannot~~of beAI ~~fully~~technology ~~or effectively hedged, such as credit risk relating both to particular securities and counterparties as well as interest rate risks. See “General Risks Related to Investments~~ in ~~Real~~third-party ~~Estate~~products ~~Related~~or ~~Securities—We may invest in derivatives, which involve numerous risks” below~~services.

~~General~~Use ~~Risks~~of ~~Related~~AI could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming accessible by other third-party AI applications and users. The use of AI could also exacerbate or create new and unpredictable risks to ~~Investments~~our business and the Adviser’s business, including by potentially significantly disrupting the markets in ~~Real~~which ~~Estate~~we operate or subjecting us and our Adviser to increased competition and regulation, which could materially and adversely affect the business, financial condition or results of operations of us and our Adviser. The use of AI by bad actors could heighten the sophistication and effectiveness of cybersecurity attacks experienced by us and our Adviser. Further, AI technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI technology utilizes to operate. AI’s reliance on large data sets and complex, sometimes opaque models may yield inaccurate, incomplete or biased outputs that could diminish the quality of any work product incorporating AI and adversely affect us or our Adviser. Certain data in such models will inevitably contain a degree of inaccuracy and error. As AI technology and its applications continue to develop rapidly, it is impossible to predict the future risks that may arise from such developments to our industry or business.

~~Our~~We ~~operating results~~ will beface ~~affected~~risks byassociated ~~economic~~with ~~and~~hedging ~~regulatory changes that impact the real estate market in general~~transactions.

We ~~are~~may ~~subject~~utilize a wide variety of derivative and other hedging instruments for risk management purposes, the use of which is a highly specialized activity that may entail greater than ordinary investment risks. Any such derivatives and other hedging transactions may not be effective in mitigating risk in all market conditions or against all types of risk (including unidentified or unanticipated risks), thereby resulting in losses to us. Engaging in derivatives and other hedging transactions may result in a poorer overall performance for us than if we had not engaged in any such transaction, and our Adviser may not be able to hedge against, or anticipate, certain risks ~~generally~~that ~~attributable~~may adversely affect our investment portfolio. In addition, our investment portfolio will always be exposed to ~~the~~certain ~~ownership~~risks ofthat ~~real~~cannot ~~property~~be fully or effectively hedged, ~~including:~~such as credit risk relating both to particular securities and counterparties as well as interest rate risks. See “General Risks Related to Investments in Real Estate Related Securities—We may invest in derivatives, which involve numerous risks” below.

● changes in global, national, regional or local economic, demographic or capital market conditions (including as a result of uncertainties regarding actual and potential shifts in U.S. and foreign policies on trade and other fiscal, monetary and regulatory policies, including with respect to treaties and tariffs, ongoing hostilities between Russia and Ukraine and between Israel and Hamas and the international community’s response thereto and other geopolitical events affecting the financing markets generally);26

●Table ~~future adverse national real estate trends, including increasing vacancy rates, declining rental rates and general deterioration~~ of ~~market conditions;~~Contents

●Our ~~changes~~operating inresults ~~supply~~will ofbe oraffected ~~demand~~by ~~for~~economic ~~similar~~and ~~properties~~regulatory inchanges athat ~~given~~impact ~~market~~the orreal ~~metropolitan~~estate ~~area,~~market ~~which could result~~ in ~~rising vacancy rates or decreasing market rental rates;~~general.

●We ~~increased~~are ~~competition~~subject ~~for~~to ~~properties~~risks ~~targeted~~generally byattributable ~~our~~to ~~investment~~the ~~strategy;~~ownership of real property, including:

•

●changes ~~bankruptcies~~in global, ~~financial~~national, ~~difficulties~~regional or ~~lease~~local ~~defaults~~economic, bydemographic ~~our~~or ~~tenants~~capital market conditions (including as a result of uncertainties regarding actual and potential shifts in U.S. and foreign policies on trade and other fiscal, ~~particularly~~monetary ~~for~~and ~~tenants~~regulatory policies, including with ~~net~~respect ~~leases~~to ~~for~~treaties ~~large~~and ~~properties~~tariffs, trade disputes between the U.S. and foreign trading partners, ongoing conflicts such as in the Middle East and other geopolitical events generally);

•

●future ~~inflation~~adverse national real estate trends, including increasing vacancy rates, declining rental rates and general deterioration of market conditions;

•

26risk of property obsolescence;

•

~~Table~~changes in supply of ~~Contents~~or demand for similar properties in a given market or metropolitan area, which could result in rising vacancy rates or decreasing market rental rates;

•

●increased ~~increasing~~competition orfor ~~sustained~~properties ~~elevated~~targeted ~~interest~~by ~~rates~~our ~~and~~investment ~~lack of availability of financing~~strategy; ~~and~~

•

~~● changes in government rules~~bankruptcies, ~~regulations~~financial ~~and~~difficulties ~~fiscal~~or ~~policies,~~lease ~~including~~defaults ~~changes~~by inour ~~tax laws and increases in property taxes~~tenants, ~~changes~~particularly infor ~~zoning~~tenants ~~laws,~~with ~~climate-change~~net ~~initiatives,~~leases ~~limitations~~for onlarge ~~rental rates and increasing costs to comply with environmental laws.~~properties;

•

~~All of these factors are beyond our control. Any negative changes in these factors could affect our performance and our ability to meet our obligations and make distributions to stockholders.~~inflation;

•

~~Our~~increasing ~~success~~or issustained ~~dependent~~elevated oninterest ~~general~~rates ~~market~~ and ~~economic~~lack ~~conditions.~~of availability of financing; and

•

~~The~~changes ~~real~~in ~~estate~~government ~~industry~~rules, ~~generally~~regulations and ~~the~~fiscal ~~success~~policies, ofincluding ~~our~~changes ~~investment activities~~ in ~~particular~~tax ~~will~~laws ~~both be affected by global~~ and ~~national~~increases ~~economic~~in ~~and~~property ~~market conditions generally and by the local economic conditions where our properties are located. These factors may affect the level and volatility of real estate prices~~taxes, ~~which~~changes ~~could impair our profitability or result~~ in ~~losses.~~zoning ~~In addition~~laws, ~~general~~climate-change ~~fluctuations~~initiatives, inlimitations ~~the~~on ~~market~~rental ~~prices of securities, interest~~ rates and ~~inflation~~increasing ~~may~~costs ~~affect our investment opportunities and the value of our investments. Our Adviser’s financial condition may be adversely affected by a significant economic downturn and it may be subject~~ to ~~legal,~~comply ~~regulatory,~~with ~~reputational~~environmental ~~and other unforeseen risks that could have a material adverse effect on our Adviser’s businesses and operations~~laws.

AAll ~~depression,~~of ~~recession~~these orfactors ~~slowdown~~are inbeyond ~~the~~our Ucontrol.S. ~~real~~Any ~~estate~~negative ~~market~~changes orin ~~one~~these orfactors ~~more~~could ~~regional~~affect ~~real estate markets, and to a lesser extent, the global economy (or any particular segment thereof) would have a pronounced impact on us, the value of~~ our ~~assets~~performance and our ~~profitability, impede the~~ ability ~~of our assets~~ to ~~perform~~meet ~~under~~our ~~or refinance their existing~~ obligations, and ~~impair~~make ~~our~~distributions ~~ability~~ to ~~effectively deploy our capital or realize upon investments on favorable terms~~stockholders. We would also be affected by any overall weakening of, or disruptions in, the financial markets. Any of the foregoing events could result in substantial losses to our business, which losses will likely be exacerbated by the presence of leverage in our capital structure or our investments’ capital structures.

~~Market~~Our ~~disruptions~~success inis adependent ~~single country could cause a worsening of conditions~~ on ageneral ~~regional~~market and ~~even global level, and~~ economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could result in problems in one country adversely affecting regional and even global economic conditions ~~and markets~~. For example, concerns about the fiscal stability and growth prospects of certain European countries in the last economic downturn had a negative impact on most economies of the Eurozone and global markets. The occurrence of similar crises in the future could cause increased volatility in the economies and financial markets of countries throughout a region, or even globally.

~~For~~The ~~example,~~real asestate aindustry ~~result~~generally ofand the ~~2008~~success ~~financial~~of ~~crisis,~~our ~~the~~investment ~~availability~~activities ofin ~~debt~~particular ~~financing~~will ~~secured~~both be affected by ~~commercial~~global ~~real~~and ~~estate~~national ~~was~~economic ~~significantly~~and ~~restricted~~market asconditions agenerally ~~result~~and ofby ~~tightened~~the ~~lending~~local ~~standards~~economic ~~for~~conditions awhere ~~prolonged~~our ~~period~~properties are located. AsThese afactors ~~result~~may ofaffect the ~~uncertainties~~level inand ~~the~~volatility ~~credit~~of ~~market,~~ real estate ~~investors~~prices, ~~were~~which ~~unable~~could toimpair ~~obtain~~our ~~debt~~profitability ~~financing~~or onresult ~~attractive~~in ~~terms,~~losses. ~~which~~In ~~adversely~~addition, ~~affected~~general ~~investment~~fluctuations ~~returns~~in onthe ~~acquisitions~~market orprices ~~their~~of ~~ability~~securities, tointerest ~~make~~rates ~~acquisitions~~and orinflation ~~property~~may ~~improvements.~~affect ~~Any~~our ~~future~~investment ~~financial~~opportunities ~~market~~and ~~disruptions~~the ~~may~~value ~~force~~of usour toinvestments. ~~use~~Our aAdviser’s ~~greater~~financial ~~proportion~~condition ofmay ~~our~~be ~~offering~~adversely ~~proceeds~~affected toby ~~finance~~a ~~our~~significant ~~acquisitions~~economic downturn and ~~fund~~it ~~property~~may ~~improvements,~~be ~~reducing~~subject ~~the~~to ~~cash~~legal, ~~available~~regulatory, toreputational ~~pay~~and ~~distributions~~other orunforeseen ~~satisfy~~risks ~~repurchase~~that ~~requests~~could ~~and~~have ~~reducing~~a ~~the~~material ~~number~~adverse ofeffect ~~acquisitions~~on weour ~~would~~Adviser’s ~~otherwise~~businesses ~~make~~and operations.

~~The~~A ~~current~~depression, ~~ongoing~~recession ~~conflicts~~or ~~between~~slowdown ~~Russia~~in ~~and~~the ~~Ukraine~~U.S. ~~and~~real ~~between~~estate ~~Israel~~market ~~and~~or ~~Hamas~~one or more regional real estate markets, and to a lesser extent, the ~~international~~global ~~community’s~~economy ~~response~~(or ~~thereto~~any particular segment thereof) would have ~~resulted~~a inpronounced ~~rising~~impact ~~geopolitical~~on ~~tensions.~~us, Asthe ~~further~~value ~~military~~of ~~conflicts~~our assets and ~~economic~~our ~~sanctions~~profitability, ~~continue~~impede the ability of our assets to ~~evolve,~~perform itunder ~~has~~or ~~become~~refinance ~~increasingly~~their ~~difficult~~existing toobligations, ~~predict~~and ~~the~~impair ~~impact~~our ofability ~~these~~to ~~events~~effectively deploy our capital or ~~how~~realize ~~long~~upon ~~they~~investments ~~will~~on ~~last~~favorable terms. ~~Depending~~We onwould ~~direction~~also ~~and~~be ~~timing~~affected by any overall weakening of, ~~such~~or ~~conflicts~~disruptions ~~may~~in, ~~exacerbate~~the ~~normal~~financial ~~risks~~markets. ~~associated~~Any ~~with~~of the ~~performance~~foregoing events could result in substantial losses to our business, which losses will likely be exacerbated by the presence of leverage in our capital structure or our investments’ capital structures.

~~Currently,~~Market ~~market~~disruptions ~~uncertainty~~in ~~and~~a ~~volatility~~single ~~are~~country ~~heightened~~could ~~for~~cause a ~~variety~~worsening of ~~reasons,~~conditions ~~including~~on as a ~~result~~regional ofand ~~uncertainties~~even ~~regarding~~global ~~actual~~level, and ~~potential~~economic ~~shifts~~problems in ~~U.S.~~a ~~and~~single ~~foreign~~country ~~policies~~are onincreasingly ~~trade~~affecting ~~and~~ other ~~fiscal,~~markets ~~monetary~~ and ~~regulatory~~economies. ~~policies,~~A ~~such~~continuation asof ~~with~~this ~~respect~~trend tocould ~~treaties~~result ~~and~~in ~~tariffs.~~problems ~~The~~in ~~U.S.~~one ~~government~~country ~~has~~adversely ~~imposed,~~affecting regional and ~~may~~even inglobal ~~the~~economic ~~future~~conditions ~~impose,~~and ~~tariffs~~markets. onFor ~~certain~~example, ~~foreign~~concerns ~~goods,~~about ~~including~~the ~~steel~~fiscal stability and ~~aluminum,~~growth orprospects onof ~~goods~~certain ~~from~~European ~~particular~~ countries. ~~Some~~in ~~foreign~~the ~~governments~~last ~~have~~economic ~~imposed,~~downturn orhad ~~may~~a innegative ~~the~~impact ~~future~~on ~~impose,~~most ~~retaliatory~~economies ~~tariffs~~of onthe ~~certain~~Eurozone ~~U.S.~~and ~~goods~~global markets. ~~Global~~The ~~trade~~occurrence ~~disruption,~~of ~~significant~~similar ~~introductions~~crises ofin ~~trade~~the ~~barriers~~future ~~and~~could ~~bilateral~~cause ~~trade~~increased ~~frictions,~~volatility ~~together~~in ~~with~~the ~~any~~economies ~~future~~and ~~downturns~~financial inmarkets ~~the~~of ~~global~~countries ~~economy~~throughout ~~resulting~~a ~~therefrom~~region, ~~could~~or ~~adversely~~even ~~affect our performance~~globally.

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~~The~~For ~~failure~~example, as a result of ~~certain~~the 2008 financial ~~institutions~~crisis, ~~namely~~the ~~banks,~~availability ~~may~~of ~~increase~~debt ~~the~~financing ~~possibility~~secured by commercial real estate was significantly restricted as a result of tightened lending standards for a ~~sustained~~prolonged ~~deterioration~~period. As a result of ~~financial~~the ~~market~~uncertainties ~~liquidity~~in the credit market, orreal ~~illiquidity~~estate atinvestors ~~clearing,~~were ~~cash~~unable ~~management~~to ~~and/or~~obtain ~~custodial~~debt ~~financial~~financing ~~institutions.~~on ~~The~~attractive ~~failure~~terms, ofwhich aadversely ~~bank~~affected (investment returns on acquisitions or ~~banks)~~their ~~with~~ability ~~which~~to wemake ~~and/~~acquisitions or ~~our~~property ~~tenants~~improvements. ~~have~~Any afuture ~~commercial~~financial ~~relationship~~market ~~could~~disruptions ~~adversely~~may ~~affect,~~force ~~among~~us ~~other~~to ~~things,~~use a greater proportion of our oroffering proceeds to finance our ~~tenant’s~~acquisitions ~~ability~~and fund property improvements, reducing the cash available to ~~access~~pay ~~deposits~~distributions or ~~borrow~~satisfy ~~from~~repurchase ~~financial~~requests ~~institutions~~and onreducing ~~favorable~~the ~~terms~~number of acquisitions we would otherwise make.

~~Certain~~The ~~countries~~current ~~have~~ongoing ~~been~~conflicts ~~susceptible to epidemics and pandemics,~~ such as in the ~~novel~~Middle ~~coronavirus,~~East ~~known as COVID-19. The outbreak of such epidemics or pandemics,~~ and ~~the~~other ~~uncertainties~~geopolitical ~~and~~events ~~disruptions resulting therefrom~~generally, have ~~had~~resulted ~~and may~~ in ~~the~~rising ~~future~~geopolitical ~~have~~tensions. aAs ~~negative~~further ~~impact~~military onconflicts ~~the economy~~ and ~~business~~economic ~~activity~~sanctions ~~globally~~continue ~~(including in the markets in which we expect~~ to ~~invest)~~evolve, ~~and~~it ~~thereby~~has ~~could~~become ~~adversely~~increasingly ~~affect~~difficult ~~the~~to ~~performance~~predict ~~of our future investments. Furthermore,~~ the ~~rapid~~impact ~~development~~ of ~~epidemics~~these events or ~~pandemics~~how ~~could~~long ~~preclude~~they ~~prediction~~will aslast. toDepending ~~their ultimate adverse impact~~ on ~~economic~~direction and ~~market conditions~~timing, ~~and,~~such asconflicts amay ~~result,~~exacerbate ~~present~~normal ~~material~~risks ~~uncertainty~~associated ~~and risk~~ with ~~respect to us and~~ the performance of our investments. ~~These epidemics or pandemics could have particularly adverse impacts on certain industries and may also have particular negative effects on certain regions in which we may invest.~~

~~Inflation~~Currently, market uncertainty and volatility are heightened for a variety of reasons, including as a result of uncertainties regarding actual and potential shifts in U.S. and foreign policies on trade and other fiscal, monetary and regulatory policies, such as with respect to treaties and tariffs. The U.S. government has imposed, and may ~~adversely~~in ~~affect~~the ~~our~~future ~~financial~~impose, ~~condition~~tariffs on certain foreign goods, including steel and ~~results~~aluminum, or on goods from particular countries. Some foreign governments have imposed, or may in the future impose, retaliatory tariffs on certain U.S. goods. Global trade disruption, significant introductions of ~~operations~~trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our performance.

~~While~~The ~~the~~failure ~~United~~of ~~States~~certain ~~inflation~~financial ~~rate eased somewhat in 2024~~institutions, ~~inflation~~namely ~~remains elevated~~banks, ~~and~~may itincrease ~~remains uncertain whether substantial inflation in~~ the ~~United~~possibility ~~States~~of ~~will~~a be sustained ~~over~~deterioration anof ~~extended~~financial ~~period~~market ofliquidity, ~~time~~ or ~~have~~illiquidity aat ~~significant~~clearing, ~~effect~~cash onmanagement ~~the United States~~ and/or ~~other~~custodial ~~economies~~financial institutions. ~~Rising~~The orfailure ~~sustained periods~~ of ~~elevated~~a ~~inflation~~bank ~~could~~(or ~~have~~banks) anwith ~~adverse~~which ~~impact~~we onand/or our ~~operating~~tenants ~~costs,~~have ~~including~~a ~~any~~commercial ~~floating~~relationship ~~rate~~could ~~mortgages~~adversely ~~and credit facilities~~affect, ~~property~~among ~~operating~~other ~~expenses and general and administrative expenses~~things, asour ~~these~~or ~~costs could increase at a rate higher than~~ our ~~rental~~tenant’s ~~and~~ability ~~other~~to ~~revenue.~~access ~~Inflation~~deposits ~~could~~or ~~also~~borrow ~~have~~from anfinancial ~~adverse~~institutions ~~effect~~ on ~~consumer~~favorable ~~spending, which could impact our tenants’ revenues and, in turn, our rents, where applicable~~terms.

InCertain ~~addition,~~countries ~~leases~~have ofbeen ~~long-term~~susceptible ~~duration~~to orepidemics ~~which~~and ~~include~~pandemics, ~~renewal~~such ~~options~~as ~~that~~the ~~specify~~novel acoronavirus, ~~maximum~~known ~~rate~~as ~~increase~~COVID‑19. ~~may~~The ~~result~~outbreak inof ~~below-market~~such ~~lease~~epidemics ~~rates~~or ~~over~~pandemics, ~~time~~and ifthe weuncertainties doand ~~not~~disruptions ~~accurately~~resulting ~~estimate~~therefrom, ~~inflation~~have orhad ~~market~~and ~~lease~~may ~~rates.~~in ~~Provisions~~the offuture ~~our~~have ~~leases~~a ~~designed~~negative toimpact ~~mitigate~~on the ~~risk~~economy ofand ~~inflation~~business ~~and~~activity ~~unexpected~~globally ~~increases~~(including in ~~market~~the ~~lease~~markets ~~rates,~~in ~~such~~which aswe ~~periodic~~expect ~~rental~~to ~~increases~~invest), ~~may~~and ~~not~~thereby ~~adequately~~could ~~protect~~adversely usaffect ~~from~~ the ~~impact~~performance of ~~inflation~~our orfuture ~~unexpected~~investments. ~~increases~~Furthermore, inthe ~~market~~rapid ~~lease~~development ~~rates.~~of Ifepidemics weor ~~are~~pandemics ~~subject~~could preclude prediction as to ~~below-market~~their ~~lease~~ultimate ~~rates~~adverse impact on aeconomic ~~significant~~and ~~number~~market ofconditions, ~~our~~and, ~~properties~~as ~~pursuant~~a toresult, ~~long-term~~present ~~leases~~material uncertainty and ~~our~~risk ~~operating~~with ~~and~~respect ~~other~~to ~~expenses~~us ~~are~~and ~~increasing~~the ~~faster~~performance ~~than~~of ~~anticipated,~~ our ~~business,~~investments. ~~financial~~These ~~condition,~~epidemics ~~results~~or ofpandemics ~~operations,~~could ~~cash~~have ~~flows~~particularly ~~and/or~~adverse ~~our~~impacts ~~ability~~on tocertain ~~satisfy~~industries ~~our~~and ~~debt~~may ~~service~~also ~~obligations~~have orparticular tonegative ~~pay~~effects ~~distributions~~ on ~~our~~certain ~~common~~regions ~~stock~~in ~~could~~which bewe ~~materially~~may ~~adversely affected~~invest.

WeInflation ~~depend on tenants for our revenue, and therefore our revenue is dependent on the success and economic viability of our tenants. Our reliance on single or significant tenants in certain buildings~~ may ~~decrease our ability to lease vacated space and could~~ adversely affect our ~~income,~~financial ~~performance,~~condition ~~operations~~ and ~~ability~~results toof ~~pay distributions~~operations.

~~Rental~~While ~~income~~the ~~from~~United ~~real~~States ~~property~~inflation ~~constitutes~~rate ahas ~~significant~~decreased ~~portion~~from ofrecent ~~our~~peaks, ~~income.~~inflation ~~Delays~~remains inelevated, ~~collecting~~and ~~accounts~~it ~~receivable~~remains ~~from~~uncertain ~~tenants~~whether ~~could~~substantial ~~adversely~~inflation ~~affect~~in ~~our~~the ~~cash~~United ~~flows~~States ~~and~~will ~~financial~~be ~~condition.~~sustained Inover ~~addition,~~an ~~the~~extended ~~inability~~period of atime ~~single major tenant~~ or have a ~~number~~significant ofeffect ~~smaller~~on ~~tenants~~the toUnited ~~meet~~States ~~their~~or ~~rental~~other ~~obligations~~economies. ~~would~~Rising ~~adversely~~or ~~affect~~sustained ~~our~~periods ~~income.~~of ~~Therefore,~~elevated ~~our~~inflation ~~financial~~could ~~success~~have isan ~~indirectly~~adverse ~~dependent~~impact on ~~the~~our ~~success~~operating ofcosts, ~~the~~including ~~businesses~~any ~~operated~~floating byrate ~~the~~mortgages ~~tenants~~and incredit ~~our~~facilities, ~~properties.~~property ~~The~~operating ~~weakening~~expenses ofand ~~the~~general ~~financial~~and ~~condition~~administrative ofexpenses, oras ~~the~~these ~~bankruptcy~~costs orcould ~~insolvency~~increase ofat a ~~significant~~rate ~~tenant~~higher orthan aour ~~number~~rental ofand ~~smaller~~other ~~tenants~~revenue. ~~and~~Inflation ~~vacancies~~could ~~caused~~also byhave ~~defaults~~an ofadverse ~~tenants~~effect oron ~~the~~consumer ~~expiration~~spending, ofwhich ~~leases~~could ~~may~~impact ~~adversely~~our ~~affect~~tenants’ ~~our~~revenues ~~operations~~and, ~~performance~~in ~~and~~turn, our ~~ability~~rents, towhere ~~pay distributions~~applicable.

~~Generally,~~In ~~under U.S. bankruptcy law~~addition, aleases ~~debtor tenant has 120 days to exercise the option~~ of ~~assuming~~long-term duration or ~~rejecting~~which ~~the~~include ~~obligations~~renewal ~~under~~options ~~any~~that ~~unexpired~~specify ~~lease~~a ~~for~~maximum ~~nonresidential~~rate ~~real~~increase ~~property, which period~~ may beresult ~~extended~~in ~~once~~below-market bylease ~~the~~rates ~~bankruptcy~~over ~~court~~time ~~for~~if anwe ~~additional~~do ~~90 days.~~not Ifaccurately ~~the~~estimate ~~tenant~~inflation ~~assumes~~or ~~its~~market lease, ~~the~~rates. ~~tenant~~Provisions ~~must~~of ~~cure~~our ~~all~~leases ~~defaults~~designed ~~under the lease and may be required~~ to ~~provide~~mitigate ~~adequate~~the ~~assurance~~risk of ~~its~~inflation ~~future~~and ~~performance~~unexpected ~~under~~increases ~~the~~in market lease. Ifrates, ~~the~~such ~~tenant~~as ~~rejects~~periodic ~~the~~rental ~~lease~~increases, wemay ~~will~~not ~~have~~adequately aprotect ~~claim~~us ~~against~~from the ~~tenant’s~~impact ~~bankruptcy~~of ~~estate.~~inflation ~~Although~~or ~~rent~~unexpected ~~owing~~increases ~~for~~in ~~the~~market ~~period~~lease ~~between~~rates. ~~filing~~If ~~for~~we ~~bankruptcy~~are ~~and~~subject ~~rejection~~to ofbelow-market ~~the~~ lease ~~may~~rates beon ~~afforded~~a ~~administrative~~significant ~~expense~~number ~~priority~~of ~~and~~our ~~paid~~properties inpursuant ~~full,~~to ~~pre~~long-~~bankruptcy~~term ~~arrears~~leases and ~~amounts~~our ~~owing~~operating ~~under~~and ~~the~~other ~~remaining~~expenses ~~term~~are ofincreasing ~~the~~faster ~~lease~~than ~~will~~anticipated, beour ~~afforded~~business, ~~general~~financial ~~unsecured claim status (absent collateral securing the claim). Moreover~~condition, ~~amounts~~results ~~owing under the remaining term~~ of ~~the~~operations, ~~lease~~cash ~~will~~flows ~~be capped. Other than equity~~ and/or ~~subordinated~~our ~~claims,~~ability ~~general~~to ~~unsecured~~satisfy ~~claims~~our ~~are~~debt ~~the~~service ~~last~~obligations ~~claims~~or ~~paid~~to inpay adistributions ~~bankruptcy,~~on ~~and~~our ~~therefore~~common ~~funds~~stock ~~may~~could ~~not~~ be ~~available~~materially toadversely ~~pay such claims in full~~affected.

Table of Contents

~~Some~~We ofdepend ~~our~~on ~~properties~~tenants ~~may~~for beour ~~leased~~revenue, ~~to a single or significant tenant~~ and, ~~accordingly,~~therefore ~~may~~our berevenue ~~suited~~is todependent on the ~~particular~~success orand ~~unique~~economic ~~needs~~viability of ~~such~~our ~~tenant~~tenants. WeOur ~~may~~reliance ~~have~~on ~~difficulty~~single ~~replacing~~or ~~such~~significant atenants ~~tenant~~in ifcertain ~~the~~buildings ~~floor~~may ~~plan~~decrease ofour ~~the~~ability ~~vacant~~to ~~space limits~~lease ~~the~~vacated ~~types of businesses that can use the~~ space ~~without~~and ~~major renovation. In addition, the resale value of the property~~ could beadversely ~~diminished~~affect ~~because~~our ~~the~~income, ~~market~~performance, ~~value~~operations ofand aability ~~particular~~to ~~property~~pay ~~will depend principally upon the value of the leases of such property~~distributions.

~~Similarly,~~Rental ~~certain~~income ~~types~~from ofreal ~~properties~~property weconstitutes ~~may~~a ~~invest~~significant ~~in,~~portion ~~such~~of asour ~~industrial~~income. ~~warehouses,~~Delays ~~may~~in becollecting ~~leased~~accounts ~~out~~receivable tofrom ~~single~~ tenants orcould ~~tenants~~adversely ~~that~~affect ~~are~~our ~~otherwise~~cash ~~reliant~~flows ~~on a single enterprise to remain in business~~ and ~~other~~financial ~~properties~~condition. ~~may~~In beaddition, ~~operated~~the byinability of a single ~~operator.~~major ~~Adverse~~tenant ~~impacts to such tenants, businesses~~ or ~~operators, including as~~ a ~~result~~number of ~~changes~~smaller intenants ~~market~~to ormeet ~~economic~~their ~~conditions,~~rental ~~natural~~obligations ~~disasters,~~would ~~outbreaks~~adversely ofaffect anour ~~infectious~~income. ~~disease~~Therefore, ~~pandemic~~our orfinancial ~~any~~success ~~other~~is ~~serious~~indirectly ~~public~~dependent ~~health~~on ~~concern, political events or other factors that may impact~~ the ~~operation~~success of ~~these~~the ~~properties,~~businesses ~~may~~operated ~~have~~by ~~negative~~the ~~effects on our business and financial results. As a result, such~~ tenants orin ~~operators may be required to suspend operations at~~ our properties. ~~for~~The ~~what~~weakening ~~could~~of bethe anfinancial ~~extended~~condition ~~period~~ of ~~time.~~or ~~Further,~~the ifbankruptcy ~~such tenants default under their leases~~ or ~~such~~insolvency ~~operators~~of ~~are unable to operate our properties, we may not be able to enter into~~ a ~~new~~significant ~~lease~~tenant or ~~operating~~a ~~arrangement~~number ~~for~~of ~~such~~smaller ~~properties~~tenants ~~promptly,~~and ~~rental~~vacancies ~~rates~~caused orby ~~other~~defaults ~~terms~~of ~~under~~tenants ~~any new leases~~ or ~~operating arrangement may be less favorable than~~ the ~~terms~~expiration of ~~the~~leases ~~current lease or operating arrangement or we~~ may beadversely ~~required~~affect toour ~~make capital improvements to such properties for a new tenant or operator~~operations, ~~any~~performance ofand ~~which~~our ~~could~~ability ~~adversely~~to ~~impact~~pay ~~our operating results~~distributions.

AsGenerally, ofunder ~~December 31~~U.S. bankruptcy law, ~~2024~~a debtor tenant has 120 days to exercise the option of assuming or rejecting the obligations under any unexpired lease for nonresidential real property, which period may be extended once by the ~~leases~~bankruptcy ~~with~~court ~~Amazon~~for an additional 90 days.~~com~~ ~~Services~~If ~~LLC~~the ~~represent~~tenant ~~approximately~~assumes ~~70%~~its oflease, ~~our~~the ~~portfolio’s~~tenant ~~annualized~~must ~~base~~cure ~~rent~~all defaults under the lease and may be required to provide adequate assurance of its future performance under the lease. ~~with~~If ~~Shoals~~the ~~Technologies~~tenant ~~Group~~rejects the lease, ~~LLC~~we ~~represents~~will ~~approximately~~have ~~18%~~a ofclaim ~~our~~against ~~portfolio~~the tenant’s ~~annualized~~bankruptcy ~~base~~estate. Although rent. Ifowing for the ~~tenants~~period between filing for bankruptcy and rejection of the ~~guarantors~~lease may be afforded administrative expense priority and paid in full, pre-bankruptcy arrears and amounts owing under the remaining term of ~~these~~the ~~leases~~lease ~~became~~will ~~unable~~be toafforded ~~honor~~general ~~their~~unsecured ~~obligations~~claim tostatus us(absent collateral securing the claim). Moreover, ~~our~~amounts ~~results~~owing ofunder ~~operations~~the ~~and~~remaining ~~financial~~term ~~condition~~of ~~would~~the lease will be ~~adversely~~capped. ~~affected~~Other than equity and ~~the~~subordinated ~~value~~claims, ofgeneral ~~your~~unsecured ~~investment~~claims are the last claims paid in usa ~~could~~bankruptcy, ~~decline~~and ~~substantially~~therefore funds may not be available to pay such claims in full.

AsSome of ~~December 31,~~our ~~2024,~~properties ~~the~~may ~~leases~~be ~~with~~leased ~~Amazon.com~~to ~~Services~~a ~~LLC~~single ~~represent~~or ~~approximately~~significant ~~70%~~tenant ofand, ~~our~~accordingly, ~~portfolio’s~~may ~~annualized~~be ~~base~~suited ~~rent~~to ~~and~~ the ~~lease~~particular ~~with~~or ~~Shoals~~unique ~~Technologies~~needs ~~Group, LLC represents approximately 18%~~ of ~~our~~such ~~portfolio’s annualized base rent~~tenant. ~~The~~We ~~obligations~~may ofhave ~~Amazon.com~~difficulty ~~Services~~replacing ~~LLC~~such ~~under~~a ~~its~~tenant ~~leases~~if ~~with~~the usfloor ~~are~~plan ~~guaranteed~~of bythe ~~its~~vacant ~~parent,~~space ~~Amazon.com, Inc.~~limits ~~(“Amazon”).~~the ~~The~~types ~~obligations~~ of ~~Shoals~~businesses ~~Technologies~~that ~~Group,~~can ~~LLC~~use ~~under~~the ~~its~~space ~~lease~~without ~~with~~major usrenovation. ~~are~~In ~~guaranteed by its parent~~addition, ~~Shoals~~the ~~Technologies~~resale ~~Group, Inc.~~value ~~(“Shoals”). Due to this concentration~~ of ~~credit~~the ~~risk,~~property ~~sufficiently adverse developments with respect to Amazon’s or Shoals’ business such that their respective subsidiaries~~ could ~~not~~be ~~honor~~diminished ~~their~~because ~~lease~~the ~~obligations~~market orvalue ~~such~~of ~~that~~a ~~Amazon~~particular orproperty ~~Shoals~~will ~~could~~depend ~~not~~principally ~~honor~~upon ~~their~~the ~~respective~~value ~~guarantees would adversely affect our results~~ of ~~operations and financial condition and~~ the ~~value~~leases of ~~your~~such ~~investment in us could decline substantially~~property.

~~Our~~Similarly, ~~portfolio~~certain types of properties we may invest in, such as industrial warehouses, may be ~~concentrated~~leased out to single tenants or tenants that are otherwise reliant on a single enterprise to remain in business and other properties may be operated by a ~~limited~~single ~~number~~operator. Adverse impacts to such tenants, businesses or operators, including as a result of ~~industries~~changes in market or economic conditions, ~~geographies~~natural disasters, outbreaks of an infectious disease, pandemic or ~~investments~~any other serious public health concern, political events or other factors that may impact the operation of these properties, may have negative effects on our business and financial results. As a result, such tenants or operators may be required to suspend operations at our properties for what could be an extended period of time. Further, if such tenants default under their leases or such operators are unable to operate our properties, we may not be able to enter into a new lease or operating arrangement for such properties promptly, rental rates or other terms under any new leases or operating arrangement may be less favorable than the terms of the current lease or operating arrangement or we may be required to make capital improvements to such properties for a new tenant or operator, any of which could adversely impact our operating results.

~~Our~~As ~~portfolio may be heavily concentrated at any time in only a limited number~~ of ~~industries,~~December ~~geographies or investments~~31, ~~and~~2025, aswe ahad ~~consequence, our aggregate return may be substantially affected by the unfavorable performance of even~~ a ~~single~~concentration ~~investment. Concentration~~ of ~~our~~credit ~~investments~~risk inwith arespect ~~particular type of asset or geography makes us more susceptible~~ to ~~fluctuations~~our inleases ~~value~~with ~~resulting from adverse economic or business conditions affecting that particular type of asset or geography~~Amazon.com ~~Investors~~Services ~~have~~LLC noand ~~assurance~~Shoals asTechnologies ~~to the degree of diversification in our investments~~Group, ~~either by geographic region or asset type~~LLC.

WeAs ~~face~~of ~~risks~~December ~~associated~~31, 2025, the leases with ~~property~~Amazon.com ~~acquisitions~~Services LLC represent approximately 64% of our portfolio’s annualized base rent and the lease with Shoals Technologies Group, LLC represents approximately 16% of our portfolio’s annualized base rent. The obligations of Amazon.com Services LLC under its leases with us are guaranteed by its parent, Amazon.com, Inc. (“Amazon”). The obligations of Shoals Technologies Group, LLC under its lease with us are guaranteed by its parent, Shoals Technologies Group, Inc. (“Shoals”). Due to this concentration of credit risk, sufficiently adverse developments with respect to Amazon’s or Shoals’ business such that their respective subsidiaries could not honor their lease obligations or such that Amazon or Shoals could not honor their respective guarantees would adversely affect our results of operations and financial condition and the value of your investment in us could decline substantially.

We intend to acquire properties and portfolios of properties, including large portfolios that could result in changes to our capital structure. Our acquisition activities and their success are subject to the following risks:29

●Table weof ~~may be unable to complete an acquisition after making a non-refundable deposit or guarantee and incurring certain other acquisition-related costs;~~Contents

●Our weportfolio may be ~~unable~~concentrated toin ~~obtain~~a ~~financing~~limited ~~for~~number ~~acquisitions~~of onindustries, ~~commercially~~geographies ~~reasonable terms~~ or ~~at all;~~investments.

●Our ~~acquired~~portfolio ~~properties~~may be heavily concentrated at any time in only a limited number of industries, geographies or investments, and, as a consequence, our aggregate return may ~~fail~~be substantially affected by the unfavorable performance of even a single investment. Concentration of our investments in a particular type of asset or geography makes us more susceptible to ~~perform~~fluctuations in value resulting from adverse economic or business conditions affecting that particular type of asset or geography. Investors have no assurance as ~~expected;~~to the degree of diversification in our investments, either by geographic region or asset type.

●We ~~acquired properties may be located in markets in which we may~~ face risks associated with aproperty ~~lack of market knowledge or understanding of the local economy, lack of business relationships in the area and unfamiliarity with local governmental and permitting procedures; and~~acquisitions.

29We intend to acquire properties and portfolios of properties, including large portfolios that could result in changes to our capital structure. Our acquisition activities and their success are subject to the following risks:

•

~~Table~~we ofmay ~~Contents~~be unable to complete an acquisition after making a non-refundable deposit or guarantee and incurring certain other acquisition-related costs;

•

● we may be unable to ~~integrate~~obtain ~~new~~financing ~~acquisitions~~for ~~efficiently, particularly~~ acquisitions ofon ~~portfolios~~commercially ofreasonable ~~properties,~~terms ~~into~~or ~~our~~at ~~existing operations.~~all;

•

Inacquired ~~addition,~~properties ~~while we will invest primarily in stabilized, income-oriented real estate, we~~ may ~~also~~fail ~~acquire assets that require some amount of capital investment in order~~ to beperform ~~renovated~~as or repositioned. These investments are generally subject to higher risk of loss than investments in stabilized real estate, and there is no guarantee that any renovation or repositioning will be successful or that the actual costs will not be greater than our estimates.expected;

•

~~Competition~~acquired ~~for~~properties ~~investment~~may ~~opportunities~~be located in markets in which we may ~~reduce~~face ~~our~~risks ~~profitability~~associated ~~and~~with a lack of market knowledge or understanding of the ~~return~~local oneconomy, ~~your~~lack ~~investment.~~of business relationships in the area and unfamiliarity with local governmental and permitting procedures; and

•

We face competition from various entities for investment opportunities in properties, including other REITs, real estate operating companies, pension funds, insurance companies, investment funds and companies, partnerships and developers. In addition to third-party competitors, other programs sponsored by our Adviser and its affiliates, particularly those with investment strategies that overlap with ours, may seek investment opportunities in accordance with our Adviser’s policies and procedures. Some of these entities, including other REITs, have greater access to capital to acquire properties than we ~~have. Competition from these entities~~ may ~~reduce~~be ~~the~~unable ~~number of suitable investment opportunities offered~~ to ~~us,~~integrate ~~increase~~new ~~the~~acquisitions ~~bargaining power of property owners seeking to sell or cause us to pay more for an investment than we otherwise would. Additionally~~efficiently, ~~disruptions~~particularly ~~and dislocations in the credit markets could have a material impact on the cost and availability of debt to finance real estate~~ acquisitions, ~~which is a key component~~ of ~~our~~portfolios ~~acquisition strategy. The lack~~ of available debt on reasonable terms or at all could result in a further reduction of suitable investment opportunities and create a competitive advantage for other entities that have greater financial resources than we do. In addition, over the past several years, a number of real estate funds and publicly traded and non-traded REITs have been formed and others have been consolidated (and many such existing funds have grown in size) for the purpose of investing in real estate and/or real estate related securities. Additional real estate funds, vehicles and REITs with similar investment objectives are expected to be formed in the future by other unrelated parties and further consolidations may occur (resulting in larger funds and vehicles). Consequently, it is expected that competition for appropriate investment opportunities would reduce the number of investment opportunities available to us and adversely affect the terms, including price, upon which investments can be made. This competition may cause us to acquire properties ~~and other investments at higher prices or by using less-than-ideal capital structures~~, ~~and~~into ~~in such case~~ our ~~returns~~existing ~~will be lower and the value of our assets may not appreciate or may decrease significantly below the amount we paid for such assets~~operations. ~~If such events occur, you may experience a lower return on your investment.~~

~~Acquiring~~In addition, while we will invest primarily in stabilized, income-oriented real estate, we may also acquire assets that require some amount of capital investment in order to be renovated or ~~attempting~~repositioned. These investments are generally subject to ~~acquire~~higher ~~multiple~~risk ~~properties~~of loss than investments in astabilized ~~single~~real ~~transaction~~estate, ~~may~~and ~~adversely~~there ~~affect~~is no guarantee that any renovation or repositioning will be successful or that the actual costs will not be greater than our ~~operations~~estimates.

WeCompetition ~~may~~for ~~acquire~~investment ~~multiple~~opportunities ~~properties in a single transaction. Portfolio acquisitions typically are more complex and expensive than single-property acquisitions, and the risk that a multiple-property acquisition does not close~~ may bereduce ~~greater than in a single-property acquisition. Portfolio acquisitions may also result in us owning investments in geographically dispersed markets, placing additional demands on~~ our ~~Adviser~~profitability ~~in managing the properties in the portfolio. In addition, a seller may require that a group of properties be purchased as a package~~ and~~/or~~ ~~also include certain additional investments or transactions even though, were it not part of~~ the ~~overall~~return transaction, we may not want to purchase one or more properties included in such portfolio or participate in additional investments or transactions. In these situations, if we are unable to identify another person or entity to acquire the unwanted properties or investments, or if the seller imposes a lock-out period or other restriction on ayour ~~subsequent sale, we may be required to operate such properties or attempt to dispose of such properties or investments (if not subject to a lock-out period)~~investment. We may also share the acquisition of large portfolios of properties with our affiliates, which can result in conflicts of interest, including as to the allocation of properties within the portfolio and the prices attributable to such properties. It may also be difficult for our Adviser to analyze each property thoroughly in a large portfolio, increasing the risk that properties do not perform as anticipated. Therefore, acquiring multiple properties in a single transaction may reduce the overall yield on our portfolio.

We ~~may~~face ~~incur~~competition ~~“dead~~from ~~deal~~various ~~costs”~~entities for investment opportunities in ~~connection~~properties, including other REITs, real estate operating companies, pension funds, insurance companies, investment funds and companies, partnerships and developers. In addition to third-party competitors, other programs sponsored by our Adviser and its affiliates, particularly those with ~~potential~~investment strategies that overlap with ours, may seek investment opportunities in accordance with our Adviser’s policies and procedures. Some of these entities, including other REITs, have greater access to capital to acquire properties than we have. Competition from these entities may reduce the number of suitable investment opportunities offered to us, increase the bargaining power of property owners seeking to sell or cause us to pay more for an investment than we otherwise would. Additionally, disruptions and dislocations in the credit markets could have a material impact on the cost and availability of debt to finance real estate acquisitions, which is a key component of our acquisition strategy. The lack of available debt on reasonable terms or at all could result in a further reduction of suitable investment opportunities and create a competitive advantage for other entities that have greater financial resources than we do. In addition, over the past several years, a number of real estate funds and publicly traded and non-traded REITs have been formed and others have been consolidated (and many such existing funds have grown in size) for the purpose of investing in real estate and/or real estate related securities. Additional real estate funds, vehicles and REITs with similar investment objectives are expected to be formed in the future by other unrelated parties and further consolidations may occur (resulting in larger funds and vehicles). Consequently, it is expected that competition for appropriate investment opportunities would reduce the number of investment opportunities available to us and adversely affect the terms, including price, upon which investments can be made. This competition may cause us to acquire properties and other investments at higher prices or by using less-than-ideal capital structures, and in such case our returns will be lower and the value of our assets may not appreciate or may decrease significantly below the amount we paid for such assets. If such events occur, you may experience a lower return on your investment.

We may incur costs in connection with potential acquisitions that ultimately are not acquired. For example, we may enter into contracts with non-refundable deposits to acquire certain properties. The amount deposited, if any, may be surrendered if the property is not purchased and may or may not be credited against the purchase price if the property is purchased. Additionally, we may incur due diligence and other costs when considering whether to acquire an asset, and such costs will not be reduced if the transaction fails to close. Any unreturned deposits, due diligence costs and other “dead deal costs” will reduce the amount of cash available for further investments or distributions to our stockholders.30

30Table of Contents

~~Table~~Acquiring ofor ~~Contents~~attempting to acquire multiple properties in a single transaction may adversely affect our operations.

InWe ~~our~~may ~~due~~acquire ~~diligence~~multiple ~~review~~properties ofin ~~potential~~a ~~investments,~~single wetransaction. ~~will~~Portfolio ~~rely~~acquisitions ontypically ~~third-party~~are ~~consultants~~more complex and ~~advisors~~expensive than single-property acquisitions, and ~~representations~~the ~~made~~risk bythat ~~sellers~~a ofmultiple-property ~~potential~~acquisition does not close may be greater than in a single-property acquisition. Portfolio acquisitions may also result in us owning investments in geographically dispersed markets, placing additional demands on our Adviser in managing the properties in the portfolio. In addition, a seller may require that a group of properties be purchased as a package and/or also include certain additional investments or transactions even though, were it not part of the overall transaction, we may not want to purchase one or more properties included in such portfolio or participate in additional investments or transactions. In these situations, if we are unable to identify ~~all~~another ~~relevant~~person ~~facts~~or ~~that~~entity to acquire the unwanted properties or investments, or if the seller imposes a lock-out period or other restriction on a subsequent sale, we may be ~~necessary~~required to operate such properties or ~~helpful~~attempt into ~~evaluating~~dispose ~~potential~~of such properties or investments (if not subject to a lock-out period). We may also share the acquisition of large portfolios of properties with our affiliates, which can result in conflicts of interest, including as to the allocation of properties within the portfolio and the prices attributable to such properties. It may also be difficult for our Adviser to analyze each property thoroughly in a large portfolio, increasing the risk that properties do not perform as anticipated. Therefore, acquiring multiple properties in a single transaction may reduce the overall yield on our portfolio.

~~Before~~We ~~making investments, due diligence will typically be conducted in a manner that we deem reasonable and appropriate based on the facts and circumstances applicable to each investment. Due diligence~~ may ~~entail~~incur ~~evaluation~~“dead ofdeal important and complex business, financial, tax, accounting, environmental, social governance, real property, regulatory and legal issues. Outside consultants, legal advisors, appraisers, accountants, investment banks and other third parties will be involved in the due diligence process to varying degrees depending on the type of investment, the costs” of which will be borne by us. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to our Adviser’s reduced control of the functions that are outsourced. In the due diligence process and making an assessment regarding a potential investment, our Adviser will rely on the resources available to it, including information provided by the seller of the investment and, in ~~some~~connection ~~circumstances, third-party investigations. The due diligence investigation carried out~~ with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity, particularly for large portfolio investments. Moreover, such an investigation will not necessarily result in the investment being successful. There can be no assurance that attempts to provide downside protection with respect to investments, including pursuant to risk-management procedures described in the prospectus, will achieve their desired effect, and potential ~~investors should regard an investment in us as being speculative and having a high degree of risk~~acquisitions.

~~There~~We ~~can~~may beincur nocosts ~~assurance~~in connection with potential acquisitions that ~~our~~ultimately ~~Adviser~~are ~~will~~not beacquired. ~~able~~For example, we may enter into contracts with non-refundable deposits to ~~detect~~acquire orcertain ~~prevent~~properties. ~~irregular~~The ~~accounting~~amount deposited, ~~employee~~if ~~misconduct~~any, ormay ~~other~~be ~~fraudulent~~surrendered ~~practices~~if orthe ~~material~~property ~~misstatements~~is not purchased and may or ~~omissions~~may ~~during~~not be credited against the purchase price if the property is purchased. Additionally, we may incur due diligence ~~phase~~and orother ~~during~~costs ~~our~~when ~~efforts~~considering whether to ~~monitor~~acquire an asset, and ~~disclose~~such ~~information~~costs ~~about~~will ~~any~~not ~~investment~~be onreduced anif ~~ongoing~~the ~~basis~~transaction orfails ~~that~~to ~~any~~close. ~~risk~~Any ~~management~~unreturned ~~procedures~~deposits, ~~implemented~~due bydiligence uscosts and other “dead deal costs” will bereduce ~~adequate~~the amount of cash available for further investments or distributions to our stockholders.

~~When~~In ~~conducting~~our due diligence ~~and~~review ~~making~~of anpotential ~~assessment regarding an investment~~investments, ~~our~~we ~~Adviser~~ will rely on ~~the~~third-party ~~resources~~consultants ~~available~~and toadvisors ~~it,~~and ~~including~~representations ~~information~~made ~~provided or reported~~ by ~~the~~sellers ~~seller~~ of ~~the~~potential ~~investment~~properties, and, inwe ~~some circumstances, third-party investigations. The due diligence investigation that our Adviser carries out with respect to any investment opportunity~~ may not ~~reveal~~identify ~~or highlight~~ all relevant facts that may be necessary or helpful in evaluating ~~such~~potential ~~investment opportunity~~investments. Moreover, such an investigation will not necessarily result in the investment being successful. Conduct occurring at the property, even activities that occurred prior to our investment therein, could have an adverse impact on us.

InBefore ~~the~~making ~~event~~investments, ofdue ~~fraud~~diligence bywill ~~the~~typically ~~seller~~be ofconducted ~~any~~in ~~property,~~a manner that we ~~may~~deem ~~suffer~~reasonable aand ~~partial~~appropriate orbased ~~total~~on ~~loss~~the facts and circumstances applicable to each investment. Due diligence may entail evaluation of ~~capital~~important ~~invested~~and incomplex ~~that~~business, financial, tax, accounting, sustainability, real property, regulatory and legal issues. AnOutside ~~additional~~consultants, ~~concern~~legal isadvisors, appraisers, accountants, investment banks and other third parties will be involved in the ~~possibility~~due ofdiligence ~~material~~process ~~misrepresentation~~to orvarying ~~omission~~degrees depending on the ~~part~~type of investment, the ~~seller~~costs of which will be borne by us. Such ~~inaccuracy~~involvement of third-party advisors or ~~incompleteness~~consultants may ~~adversely~~present ~~affect~~a ~~the~~number ~~value~~ of risks primarily relating to our ~~investments~~Adviser’s inreduced ~~such~~control ~~property~~of the functions that are outsourced. WeIn the due diligence process and making an assessment regarding a potential investment, our Adviser will rely ~~upon~~on the ~~accuracy~~resources ~~and~~available ~~completeness~~to ofit, ~~representations~~including ~~made~~information provided by ~~sellers~~the seller of ~~properties~~the investment and, in ~~the~~some circumstances, third-party investigations. The due diligence ~~process~~investigation carried out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity, particularly for large portfolio investments. Moreover, such an investigation will not necessarily result in the ~~extent~~investment ~~reasonable~~being ~~when~~successful. weThere ~~make~~can ~~our~~be no assurance that attempts to provide downside protection with respect to investments, ~~but~~including ~~cannot~~pursuant ~~guarantee~~to ~~such~~risk-management ~~accuracy~~procedures ordescribed ~~completeness~~in the prospectus, will achieve their desired effect, and potential investors should regard an investment in us as being speculative and having a high degree of risk.

InThere ~~addition,~~can webe ~~will~~no ~~rely~~assurance onthat ~~information,~~our ~~including~~Adviser ~~financial~~will ~~information~~be ~~and~~able ~~non-GAAP~~to ~~metrics,~~detect ~~provided~~or byprevent ~~sellers~~irregular ofaccounting, ~~our~~employee ~~investments~~misconduct ~~for~~or ~~disclosure~~other tofraudulent ~~our~~practices ~~investors~~or ~~about~~material ~~potential~~misstatements ~~acquisitions~~ or ~~current~~omissions ~~assets~~during ~~owned~~the bydue ~~us.~~diligence ~~Accordingly,~~phase ~~although~~or weduring ~~may~~our ~~believe~~efforts ~~such information~~ to bemonitor ~~accurate, such information cannot be independently verified by our Adviser,~~ and indisclose ~~some cases such~~ information ~~may~~about ~~not~~any beinvestment ~~independently~~on ~~reviewed~~an orongoing ~~audited~~basis ~~while under our ownership~~ or ~~control or at all. We cannot assure you~~ that ~~the~~any ~~financial~~risk ~~statements~~management orprocedures ~~metrics~~implemented ofby ~~properties~~us we will ~~acquire would not~~ be ~~materially different if such statements or metrics had been independently audited or reviewed~~adequate.

31When conducting due diligence and making an assessment regarding an investment, our Adviser will rely on the resources available to it, including information provided or reported by the seller of the investment and, in some circumstances, third-party investigations. The due diligence investigation that our Adviser carries out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the investment being successful. Conduct occurring at the property, even activities that occurred prior to our investment therein, could have an adverse impact on us.

~~Table of Contents~~31

~~Certain~~Table ~~properties~~of ~~may require an expedited transaction, which may result in limited information being available about the property prior to its acquisition.~~Contents

~~Investment analyses and decisions by our Adviser may be required to be undertaken on an expedited basis to take advantage of investment opportunities.~~ In ~~such cases,~~ the ~~information~~event ~~available~~of tofraud ~~our~~by ~~Adviser at~~ the ~~time~~seller of ~~making~~any anproperty, ~~investment~~we ~~decision~~ may besuffer ~~limited,~~a ~~and~~partial ~~our~~or ~~Adviser~~total ~~may~~loss ~~not~~of ~~have~~capital ~~access~~invested toin ~~detailed~~that ~~information~~property. ~~regarding~~An ~~the~~additional ~~investment~~concern ~~property~~is orthe ~~portfolio~~possibility of ~~properties,~~material ~~such~~misrepresentation ~~as physical characteristics, environmental matters, zoning regulations~~ or ~~other~~omission ~~local~~on ~~conditions~~the ~~affecting~~part ~~such~~of ~~investment~~the seller. ~~Therefore,~~Such noinaccuracy ~~assurance~~or ~~can~~incompleteness ~~be given that our Adviser will have knowledge of all circumstances that~~ may adversely affect anthe ~~investment,~~value ~~and~~of weour ~~may make~~ investments ~~which~~in wesuch ~~would~~property. ~~not~~We ~~have~~will ~~made~~rely ifupon ~~more~~the ~~extensive~~accuracy ~~due~~and ~~diligence~~completeness ~~had~~of ~~been~~representations ~~undertaken.~~made ~~Because~~by ~~large~~sellers ~~portfolios~~ of properties ~~still~~in ~~generally~~the ~~require~~due diligence process to ~~analyze~~the ~~individual~~extent ~~properties,~~reasonable ~~these~~when ~~risks~~we ~~are~~make ~~exacerbated in expedited transactions of large portfolios. In addition,~~ our ~~Adviser may use consultants~~investments, ~~legal~~but ~~advisors,~~cannot ~~appraisers,~~guarantee ~~accountants,~~such ~~investment banks and other third parties in connection with its evaluation and/or diligence of certain investments. No assurance can be given as to the~~ accuracy or completeness ~~of the information provided by such third parties~~.

WeIn addition, we will ~~face~~rely ~~risks~~on information, including financial information and non-GAAP metrics, provided by sellers of our investments for disclosure to our investors about potential acquisitions or current assets owned by us. Accordingly, although we may believe such information to be accurate, such information cannot be independently verified by our Adviser, and in ~~effecting~~some ~~operating~~cases ~~improvements~~such information may not be independently reviewed or audited while under our ownership or control or at all. We cannot assure you that the financial statements or metrics of properties we will acquire would not be materially different if such statements or metrics had been independently audited or reviewed.

InCertain ~~some~~properties ~~cases,~~may ~~the~~require ~~success of~~ an ~~investment~~expedited ~~will depend~~transaction, inwhich ~~part,~~may onresult ~~our~~in ~~ability~~limited toinformation ~~restructure~~being ~~and~~available ~~effect~~about ~~improvements in~~ the ~~operations of a~~ property. ~~The~~prior ~~activity of identifying and implementing restructuring programs and operating improvements at properties entails a high degree of uncertainty. There can be no assurance that we will be able~~ to ~~successfully~~its ~~identify and implement such restructuring programs and improvements~~acquisition.

WeInvestment analyses and decisions by our Adviser may ~~have~~be ~~difficulty~~required ~~selling~~to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to our Adviser at the time of making an investment decision may be limited, and our Adviser may not have access to detailed information regarding the investment property or portfolio of properties, ~~which~~such as physical characteristics, environmental matters, zoning regulations or other local conditions affecting such investment. Therefore, no assurance can be given that our Adviser will have knowledge of all circumstances that may ~~limit~~adversely affect an investment, and we may make investments which we would not have made if more extensive due diligence had been undertaken. Because large portfolios of properties still generally require diligence to analyze individual properties, these risks are exacerbated in expedited transactions of large portfolios. In addition, our ~~flexibility~~Adviser may use consultants, legal advisors, appraisers, accountants, investment banks and ~~ability~~other third parties in connection with its evaluation and/or diligence of certain investments. No assurance can be given as to ~~pay~~the ~~distributions~~accuracy or completeness of the information provided by such third parties.

~~Because~~We ~~real~~will ~~estate~~face ~~investments~~risks are relatively illiquid, it could be difficult for us to sell one or more of our properties promptly on favorable terms. Additionally, we may agree to lock-out or other provisions when we acquire a property that materially restrict us from selling such property or our interest in ~~such~~effecting ~~property~~operating ~~for a period of time~~improvements. This may limit our ability to change our portfolio quickly in response to adverse changes in the performance of any such property or economic or market trends. In addition, U.S. federal tax laws that impose a 100% excise tax on gains from sales of dealer property by a REIT (generally, property held for sale, rather than investment) could limit our ability to sell properties and may affect our ability to sell properties without adversely affecting returns to our stockholders. These restrictions could adversely affect our results of operations and financial condition.

~~Investments~~In some cases, the success of an investment will depend, in ~~real~~part, ~~properties~~on ~~carry~~our ~~certain~~ability ~~litigation~~to ~~risks~~restructure atand effect improvements in the operations of a property. ~~level~~The activity of identifying and implementing restructuring programs and operating improvements at properties entails a high degree of uncertainty. There can be no assurance that ~~may~~we ~~reduce~~will ~~our~~be ~~profitability~~able to successfully identify and ~~the~~implement ~~return~~such onrestructuring ~~your~~programs ~~investment~~and improvements.

~~The~~We ~~acquisition, ownership and disposition of real properties carry certain specific litigation risks. Litigation~~ may behave ~~commenced~~difficulty ~~with~~selling ~~respect to a property acquired by us in relation to activities that took place prior to~~ our ~~acquisition of such property. In addition~~properties, atwhich ~~the time of disposition of an individual property, a potential buyer~~ may ~~claim~~limit ~~that~~our itflexibility ~~should~~and ~~have~~ability ~~been afforded the opportunity~~ to ~~purchase~~pay the asset or alternatively that such potential buyer should be awarded due diligence expenses incurred or statutory damages for misrepresentation relating to disclosure made, if such buyer is passed over in favor of another as part of our efforts to maximize sale proceedsdistributions. ~~Similarly, successful buyers may later sue us under various damages theories, including tort claims, for losses associated with latent defects or other problems not uncovered in due diligence.~~

32Because real estate investments are relatively illiquid, it could be difficult for us to sell one or more of our properties promptly on favorable terms. Additionally, we may agree to lock-out or other provisions when we acquire a property that materially restrict us from selling such property or our interest in such property for a period of time. This may limit our ability to change our portfolio quickly in response to adverse changes in the performance of any such property or economic or market trends. In addition, U.S. federal tax laws that impose a 100% excise tax on gains from sales of dealer property by a REIT (generally, property held for sale, rather than investment) could limit our ability to sell properties and may affect our ability to sell properties without adversely affecting returns to our stockholders. These restrictions could adversely affect our results of operations and financial condition.

~~Table~~Investments ofin ~~Contents~~real properties carry certain litigation risks at the property level that may reduce our profitability and the return on your investment.

WeThe acquisition, ownership and disposition of real properties carry certain specific litigation risks. Litigation may ~~make~~be commenced with respect to a ~~substantial~~property ~~amount~~acquired by us in relation to activities that took place prior to our acquisition of ~~joint~~such ~~venture~~property. ~~investments~~In addition, ~~including~~at ~~with~~the ~~affiliates~~time of ~~our~~disposition ~~Adviser.~~of ~~Joint~~an ~~venture~~individual ~~investments~~property, ~~could~~a potential buyer may claim that it should have been afforded the opportunity to purchase the asset or alternatively that such potential buyer should be ~~adversely~~awarded ~~affected~~due bydiligence ~~our~~expenses ~~lack~~incurred ofor ~~sole~~statutory ~~decision-making~~damages ~~authority~~for misrepresentation relating to disclosure made, ~~our~~if ~~reliance~~such onbuyer ~~the~~is ~~financial~~passed ~~condition~~over in favor of another as part of our ~~joint~~efforts ~~venture~~to ~~partners~~maximize ~~and~~sale ~~disputes~~proceeds. ~~between~~Similarly, successful buyers may later sue us ~~and~~under ~~our~~various ~~joint~~damages ~~venture~~theories, ~~partners~~including tort claims, for losses associated with latent defects or other problems not uncovered in due diligence.

We may make joint venture investments with third parties and, subject to the requirements in our charter, co-invest in the future with affiliates of our Adviser or third parties in partnerships or other entities that own real properties. We may enter into joint ventures as part of an acquisition with the seller of the properties. We may acquire non-controlling interests or shared control interests in joint ventures. Even if we have some control in a joint venture, we may not be in a position to exercise sole decision-making authority regarding the joint venture. Investments in joint ventures may, under certain circumstances, involve risks not present were another party not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their required capital contributions. Joint venture partners may have economic or other business interests or goals that are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the joint venture partner would have full control over the joint venture. Disputes between us and joint venture partners may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business. Consequently, actions by or disputes with joint venture partners might result in subjecting properties owned by the joint venture to additional risk. In some cases, our joint venture partner may be entitled to property management fees, promote or other incentive fee payments as part of the arrangement of the joint venture. In addition, we may in certain circumstances be liable for the actions of our joint venture partners.32

InTable ~~addition,~~of in connection with any investments in which we participate alongside any Other EQT Real Estate Accounts, our Adviser may decline to exercise, or delegate to a third party, certain control, foreclosure and similar governance rights relating to such shared investments for legal, tax, regulatory or other reasons. There is no guarantee that we will be able to co-invest with any Other EQT Real Estate Account. We will not participate in joint ventures in which we do not have or share control to the extent that we believe such participation would potentially threaten our status as a non-investment company exempt from the Investment Company Act. This may prevent us from receiving an allocation with respect to certain investment opportunities that are suitable for both us and one or more Other EQT Real Estate Accounts.Contents

IfWe ~~we have a right of first refusal to buy out a joint venture partner, we~~ may bemake ~~unable to finance such~~ a ~~buy-out~~substantial ifamount it becomes exercisable or we are required to purchase such interest at a time when it would not otherwise be in our best interest to do so. If our interest is subject to a buy/sell right, we may not have sufficient cash, available borrowing capacity or other capital resources to allow us to elect to purchase an interest of a joint venture ~~partner subject to the buy/sell right~~investments, inincluding ~~which~~with ~~case~~affiliates ~~we may be forced to sell our interest as the result~~ of ~~the exercise of such right when we would otherwise prefer to keep~~ our ~~interest~~Adviser. InJoint ~~some joint ventures we may be obligated to buy all or a portion of our joint~~ venture ~~partner’s~~investments ~~interest~~could ~~in connection with a crystallization event, and we may~~ be ~~unable~~adversely toaffected finance such a buy-out when such crystallization event occurs, which may result in interest or other penalties accruing on the purchase price. If we buy our joint venture partner’s interest we will have increased exposure in the underlying investment. The price we use to buy our joint venture partner’s interest or sell our interest will typically be determined by ~~negotiations between us and~~ our ~~joint~~lack ~~venture partner, and there is no assurance that such price will be representative~~ of ~~the~~sole ~~value of the underlying property or equal to our then~~decision-~~current~~making ~~valuation of our interest in the joint venture that is used to calculate our NAV. Finally~~authority, ~~we may not be able to sell~~ our ~~interest~~reliance inon ~~a joint venture if we desire to exit~~ the ~~venture~~financial ~~for~~condition ~~any reason, or if our interest is subject to a right~~ of ~~first refusal of~~ our joint venture ~~partner,~~partners ~~our~~and ~~ability~~disputes tobetween ~~sell~~us ~~such~~and ~~interest may be adversely impacted by such right. Joint ownership arrangements with affiliates of~~ our ~~Adviser may also entail further conflicts of interest. Joint venture partners may receive ongoing fees in connection with providing service to the~~ joint venture ~~or its properties, including promote payments, beyond their equity investment, which would reduce the amount of our economic interest~~partners.

~~Some~~We ~~additional~~may ~~risks~~make ~~and~~joint ~~conflicts~~venture ~~related~~investments with third parties and, subject to the requirements in our charter, co-invest in the future with affiliates of our Adviser or third parties in partnerships or other entities that own real properties. We may enter into joint ventures as part of an acquisition with the seller of the properties. We may acquire non-controlling interests or shared control interests in joint ventures. Even if we have some control in a joint venture, ~~investments~~we (may not be in a position to exercise sole decision-making authority regarding the joint venture. Investments in joint ventures may, under certain circumstances, involve risks not present were another party not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their required capital contributions. Joint venture partners may have economic or other business interests or goals that are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the joint venture partner would have full control over the joint venture. Disputes between us and joint venture partners may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business. Consequently, actions by or disputes with ~~affiliates~~joint venture partners might result in subjecting properties owned by the joint venture to additional risk. In some cases, our joint venture partner may be entitled to property management fees, promote or other incentive fee payments as part of the arrangement of the joint venture. In addition, we may in certain circumstances be liable for the actions of our ~~Adviser)~~joint ~~include:~~venture partners.

●In ~~The~~addition, ~~joint~~in ~~venture~~connection ~~partner~~with ~~could~~any ~~have~~investments ~~economic~~in orwhich ~~other~~we ~~interests~~participate ~~that~~alongside ~~are~~any ~~inconsistent~~Other ~~with~~EQT orReal ~~different~~Estate ~~from~~Accounts, our ~~interests~~Adviser may decline to exercise, ~~including~~or ~~interests~~delegate to a third party, certain control, foreclosure and similar governance rights relating to ~~the~~such ~~financing,~~shared ~~management~~investments for legal, ~~operation~~tax, ~~leasing~~regulatory or ~~sale~~other ofreasons. There is no guarantee that we will be able to co-invest with any Other EQT Real Estate Account. We will not participate in joint ventures in which we do not have or share control to the ~~assets~~extent ~~purchased~~that bywe believe such ~~joint~~participation ~~venture~~would potentially threaten our status as a non-investment company exempt from the Investment Company Act. This may prevent us from receiving an allocation with respect to certain investment opportunities that are suitable for both us and one or more Other EQT Real Estate Accounts.

●If ~~Our~~we have a right of first refusal to buy out a joint venture ~~partners~~partner, we may ~~receive~~be ~~ongoing~~unable ~~fees~~to ~~from~~finance such a buy-out if it becomes exercisable or we are required to purchase such interest at a time when it would not otherwise be in our ~~joint~~best ~~ventures~~interest to do so. If our interest is subject to a buy/sell right, ~~including~~we ~~promote~~may ~~payments~~not ~~and~~have ~~potential~~sufficient ~~buyouts~~cash, available borrowing capacity or other capital resources to allow us to elect to purchase an interest of ~~their~~a ~~equity~~joint ~~investments~~venture partner subject to the buy/sell right, in which case we may be forced to sell our interest as the result of the exercise of such right when we would otherwise prefer to keep our interest. In some joint ventures we may be obligated to buy all or a portion of our joint venture partner’s interest in connection with a crystallization event, and we may be unable to finance such a buy-out when such crystallization event occurs, which may ~~reduce~~result ~~amounts~~in ~~otherwise~~interest ~~payable~~or other penalties accruing on the purchase price. If we buy our joint venture partner’s interest we will have increased exposure in the underlying investment. The price we use to buy our joint venture partner’s interest or sell our interest will typically be determined by negotiations between us and our joint venture partner, and there is no assurance that such price will be representative of the value of the underlying property or equal to our then-current valuation of our interest in the joint venture that is used to calculate our NAV. Finally, we may not be able to sell our interest in a joint venture if we desire to exit the venture for any reason, or if our interest is subject to a right of first refusal of our joint venture partner, our ability to sell such interest may be adversely impacted by such right. Joint ownership arrangements with affiliates of our Adviser may also entail further conflicts of interest. Joint venture partners may receive ongoing fees in connection with providing service to the joint venture or its properties, including promote payments, beyond their equity investment, which would reduce the amount of our economic interest.

33Some additional risks and conflicts related to our joint venture investments (including joint venture investments with affiliates of our Adviser) include:

•

~~Table~~The joint venture partner could have economic or other interests that are inconsistent with or different from our interests, including interests relating to the financing, management, operation, leasing or sale of ~~Contents~~the assets purchased by such joint venture.

•

●Our ~~Tax,~~joint ~~Investment~~venture ~~Company~~partners ~~Act~~may ~~and~~receive ~~other~~ongoing ~~regulatory~~fees ~~requirements~~from ~~applicable~~our tojoint ~~the~~ventures, ~~joint~~including ~~venture~~promote ~~partner~~payments ~~could~~and ~~cause~~potential itbuyouts toof ~~want~~their toequity ~~take~~investments, ~~actions~~all ~~contrary~~of towhich ~~our~~may ~~interests~~reduce amounts otherwise payable to us.

•

●Tax, ~~The~~Investment ~~joint~~Company ~~venture~~Act ~~partner~~and ~~could~~other ~~have~~regulatory ~~joint~~requirements ~~control~~applicable orto ~~joint governance of~~ the joint venture ~~even~~partner incould ~~cases~~cause ~~where~~it ~~its~~to ~~economic~~want ~~stake~~to intake ~~the~~actions ~~joint~~contrary ~~venture~~to isour ~~significantly less than ours~~interests.

● Under the joint venture arrangement, it is possible that neither we nor the joint venture partner will be in a position to unilaterally control the joint venture, and deadlocks may occur. Such deadlocks could adversely impact the operations and profitability of the joint venture, including as a result of the inability of the joint venture to act quickly in connection with a potential acquisition or disposition. In addition, depending on the governance structure of such joint venture partner, decisions of such vehicle may be subject to approval by individuals who are independent of our Adviser.33

●Table ~~Under the joint venture arrangement, we and the joint venture partner may have a buy/sell right and, as a result~~ of an impasse that triggers the exercise of such right, we could be forced to sell our investment in the joint venture, or buy the joint venture partner’s share of the joint venture at a time when it would not otherwise be in our best interest to do so.Contents

•

●The ~~Our participation in investments in which a~~ joint venture partner ~~participates~~could ~~will~~have bejoint ~~less~~control ~~than~~or ~~what~~joint ~~our~~governance ~~participation~~of ~~would~~the ~~have been had such~~ joint venture ~~partner~~even ~~not~~in ~~participated,~~cases ~~and~~where ~~because~~its ~~there~~economic ~~may~~stake bein ~~no limit on~~ the ~~amount of capital that such~~ joint venture ~~partner~~is ~~can~~significantly ~~raise,~~less ~~the~~than ~~degree of our participation in such investments may decrease over time~~ours.

•

● Under the joint venture arrangement, it is possible that neither we ~~and~~nor the joint venture partner will be in a position to unilaterally control the joint venture, and deadlocks may occur. Such deadlocks could ~~each~~adversely ~~have~~impact ~~preemptive~~the ~~rights~~operations inand ~~respect~~profitability of ~~future~~the ~~issuances~~joint byventure, including as a result of the inability of the joint venture, ~~which~~to ~~could~~act ~~limit~~quickly in connection with a potential acquisition or disposition. In addition, depending on the governance structure of such joint venture’s ~~ability~~partner, decisions of such vehicle may be subject to ~~attract~~approval ~~new~~by ~~third-party~~individuals ~~capital~~who are independent of our Adviser.

•

● Under the joint venture arrangement, we and the joint venture partner ~~could~~may behave ~~subject~~a tobuy/sell ~~lock-ups~~right and, ~~which~~as ~~could~~a ~~prevent~~result usof ~~from~~an ~~disposing~~impasse that triggers the exercise of such right, we could be forced to sell our ~~interests~~investment in the joint venture, or buy the joint venture partner’s share of the joint venture at a time wewhen ~~determine~~ it would not otherwise be ~~advantageous~~in our best interest to ~~exit~~do so.

•

●Our ~~The~~participation ~~joint~~in ~~venture~~investments ~~partner~~in ~~could~~which ~~have~~ a ~~right~~joint ofventure ~~first~~partner ~~refusal,~~participates ~~tag-along~~will ~~rights,~~be ~~drag-along~~less ~~rights,~~than ~~consent~~what ~~rights~~our orparticipation ~~other~~would ~~similar~~have ~~rights~~been inhad ~~respect~~such ofjoint ~~any~~venture ~~transfers~~partner ofnot ~~the~~participated, ~~ownership~~and ~~interests~~because inthere ~~the~~may ~~joint~~be ~~venture~~no tolimit ~~third~~on ~~parties, which could have~~ the ~~effect~~amount of ~~making~~capital that such ~~transfers~~joint ~~more~~venture ~~complicated~~partner orcan ~~limiting~~raise, orthe ~~delaying~~degree usof ~~from selling~~ our ~~interest~~participation in ~~the~~such ~~applicable~~investments ~~investment~~may decrease over time.

•

~~Furthermore,~~Under wethe ~~may~~joint ~~have~~venture ~~conflicting~~arrangement, ~~fiduciary obligations if~~ we ~~acquire~~and ~~properties~~the ~~with~~joint ~~our~~venture ~~affiliates~~partner orcould ~~other~~each ~~related~~have ~~entities;~~preemptive asrights ain ~~result,~~respect inof ~~any~~future ~~such~~issuances ~~transaction~~by wethe ~~may~~joint ~~not~~venture, ~~have~~which ~~the~~could ~~benefit~~limit ofa ~~arm~~joint venture’s~~-length~~ ~~negotiations~~ability ofto ~~the~~attract ~~type~~new ~~normally~~third-party ~~conducted between unrelated parties~~capital.

•

WeUnder ~~may~~the joint venture arrangement, we and the joint venture partner could be subject to ~~expenses~~lock-ups, ~~and~~which ~~liabilities~~could ~~related~~prevent tous ~~employees~~from disposing of ~~certain~~our ~~portfolio~~interests ~~companies~~in ~~owned~~the byjoint usventure at a time we determine it would be advantageous to exit.

•

WeThe ~~may~~joint ~~acquire~~venture ~~portfolio~~partner ~~companies~~could ~~with~~have ~~employees~~a ~~and~~right ~~thereby~~of ~~become~~first ~~subject to expenses and liabilities related to such employees. These expenses and liabilities could include compensation~~refusal, ~~overhead~~tag-along ~~and other administrative costs~~rights, asdrag-along ~~well as potential liabilities that are commonly faced by employers~~rights, ~~such~~consent asrights ~~workers’~~or ~~disability~~other ~~and~~similar ~~compensation~~rights ~~claims,~~in ~~potential~~respect ~~labor~~of ~~disputes~~any ~~and~~transfers ~~other~~of ~~employee-related~~the ~~liabilities~~ownership ~~and~~interests ~~grievances.~~in Wethe ~~may~~joint ~~also~~venture ~~be subject~~ to ~~other~~third ~~operational risks from such employees~~parties, ~~including~~which ~~cybersecurity~~could ~~risks~~have orthe aseffect ~~a result~~ of ~~employee~~making ~~error or malfeasance. In addition, we may encounter unforeseen costs and expenses associated with acquiring~~ such ~~portfolio~~transfers ~~companies~~more ~~and~~complicated ~~such~~or ~~expenses~~limiting ~~may~~or ~~have~~delaying anus ~~adverse~~from ~~effect~~selling on our ~~results~~interest ofin ~~operations~~the applicable investment.

IfFurthermore, we ~~rely~~may onhave ~~any~~conflicting ~~third-party~~fiduciary ~~management~~obligations ~~companies~~if towe ~~operate~~acquire ~~any~~properties ofwith our ~~properties~~affiliates or ~~third-party~~other ~~leasing~~related ~~agents~~entities; toas ~~lease~~a ~~vacancies~~result, in any ofsuch ~~our~~transaction ~~properties,~~ we may benot ~~exposed~~have tothe ~~greater~~benefit ~~risks~~of arm’s-length negotiations of the type normally conducted between unrelated parties.

~~Although~~We wemay ~~currently~~be ~~expect~~subject ~~that~~to ~~affiliates~~expenses ~~of our Adviser will provide property management~~ and ~~leasing~~liabilities ~~services~~related ~~for the properties we acquire, it is possible that from time~~ to ~~time~~employees ~~we may engage third-party management companies to manage certain~~ of ~~our properties or third-party leasing agents to lease vacancies in~~ certain ~~properties.~~portfolio ~~These management~~ companies ~~may~~owned be our partners in joint ventures that we enter into. These management companies will have significant decision-making authority with respect to the properties they are engaged to manage. To the extent that we engage third-party property managers, our ability and our Adviser’s ability to direct and control how our properties are managed on a day-to-day basis may be limited. Any adversity experienced by, ~~or problems in our relationship with, any third-party management companies or third-party leasing agents we engage could adversely impact the operation and profitability of our properties~~us.

34We may acquire portfolio companies with employees and thereby become subject to expenses and liabilities related to such employees. These expenses and liabilities could include compensation, overhead and other administrative costs, as well as potential liabilities that are commonly faced by employers, such as workers’ disability and compensation claims, potential labor disputes and other employee-related liabilities and grievances. We may also be subject to other operational risks from such employees, including cybersecurity risks or as a result of employee error or malfeasance. In addition, we may encounter unforeseen costs and expenses associated with acquiring such portfolio companies and such expenses may have an adverse effect on our results of operations.

~~Table~~If we rely on any third-party management companies to operate any of ~~Contents~~our properties or third-party leasing agents to lease vacancies in any of our properties, we may be exposed to greater risks.

WeAlthough we currently expect that affiliates of our Adviser will provide property management and leasing services for the properties we acquire, it is possible that from time to time we may engage third-party management companies to manage certain of our properties or third-party leasing agents to lease vacancies in certain properties. These management companies may be ~~unable~~our partners in joint ventures that we enter into. These management companies will have significant decision-making authority with respect to ~~renew~~the ~~leases~~properties asthey ~~leases~~are ~~expire~~engaged to manage. To the extent that we engage third-party property managers, our ability and our Adviser’s ability to direct and control how our properties are managed on a day-to-day basis may be limited. Any adversity experienced by, or problems in our relationship with, any third-party management companies or third-party leasing agents we engage could adversely impact the operation and profitability of our properties.

We may not be able to lease properties that are vacant or become vacant because a tenant decides not to renew its lease or by the continued default of a tenant under its lease. In addition, certain of the properties we acquire may have some level of vacancy at the time of acquisition. Certain other properties may be specifically suited to the particular needs of a tenant and may become vacant after we acquire them. Even if a tenant renews its lease or we enter into a lease with a new tenant, the terms of the new lease may be less favorable than the terms of the old lease. In addition, the resale value of the property could be diminished because the market value may depend principally upon the value of the property’s leases. If we are unable to renew or enter into new leases promptly, or if the rental rates are lower than expected, our results of operations and financial condition will be adversely affected. For example, following the termination or expiration of a tenant’s lease there may be a period of time before we will begin receiving rental payments under a replacement lease. During that period, we will continue to bear fixed expenses such as interest, real estate taxes, maintenance, security, repairs and other operating expenses. In addition, declining economic conditions may impair our ability to attract replacement tenants and achieve rental rates equal to or greater than the rents paid under previous leases. Increased competition for tenants may require us to make capital improvements to properties that would not have otherwise been planned. Any unbudgeted capital improvements that we undertake may divert cash that would otherwise be available for distributions or for satisfying repurchase requests. Ultimately, to the extent that we are unable to renew leases or relet space as leases expire, decreased cash flow from tenants will result, which could adversely impact our operating results.34

WeTable may be required to expend funds to correct defects or to make improvements before a tenant can be found for a property at an attractive lease rate or an investment in a property can be sold. No assurance can be given that we will have funds available to correct those defects or to make those improvements. In acquiring a property, we may agree to lock-out provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed on that property. These factors and others that could impede our ability to respond to adverse changes in the performance of our properties could significantly affect our financial condition and operating results.Contents

~~Our~~We ~~properties~~ may be ~~leased~~unable atto ~~below-market~~renew ~~rates~~leases ~~under~~as ~~long-term~~ leases expire.

We may ~~seek~~not be able to ~~negotiate~~lease ~~longer-term~~properties ~~leases~~that toare ~~reduce~~vacant ~~the~~or ~~cash~~become ~~flow~~vacant ~~volatility~~because ~~associated~~a ~~with~~tenant decides not to renew its lease ~~rollovers,~~or ~~provided~~by ~~that~~the ~~contractual~~continued ~~rent~~default ~~increases~~of ~~are~~a ~~generally~~tenant ~~included~~under its lease. In addition, ~~where~~certain ~~appropriate,~~of the properties we ~~will~~acquire ~~seek~~may ~~leases~~have ~~that~~some ~~provide~~level ~~for~~of ~~operating~~vacancy ~~expenses,~~at orthe ~~expense~~time ~~increases,~~of toacquisition. Certain other properties may be ~~paid~~specifically bysuited to the ~~tenants~~particular needs of a tenant and may become vacant after we acquire them. ~~These~~Even ~~leases~~if a tenant renews its lease or we enter into a lease with a new tenant, the terms of the new lease may ~~allow~~be ~~tenants~~less tofavorable ~~renew~~than the terms of the old lease. ~~with~~In ~~pre-defined~~addition, ~~rate~~the ~~increases~~resale value of the property could be diminished because the market value may depend principally upon the value of the property’s leases. If we doare ~~not~~unable ~~accurately~~to ~~judge~~renew ~~the~~or ~~potential~~enter ~~for~~into ~~increases~~new inleases ~~market~~promptly, or if the rental rates ~~(including,~~are ~~for~~lower ~~example~~than expected, asour aresults ~~result~~ of ~~increased~~operations ~~inflation)~~and financial condition will be adversely affected. For example, following the termination or ifexpiration ~~our~~of ~~negotiated~~a ~~increases~~tenant’s ~~provide~~lease ~~for~~there may be a ~~discount~~period toof ~~then-current~~time ~~market~~before we will begin receiving rental ~~rates~~payments ~~(in~~under ~~exchange~~a ~~for~~replacement ~~lower~~lease. ~~volatility)~~During that period, we ~~may~~will ~~set~~continue ~~the~~to ~~rental~~bear ~~rates~~fixed ofexpenses ~~these~~such ~~long-term~~as ~~leases~~interest, atreal ~~levels~~estate ~~such~~taxes, ~~that~~maintenance, ~~even~~security, ~~after~~repairs ~~contractual~~and ~~rental~~other ~~increases~~operating expenses. In addition, ~~the~~declining ~~resulting~~economic conditions may impair our ability to attract replacement tenants and achieve rental rates ~~are~~equal ~~less~~to or greater than ~~then-current~~the ~~market~~rents ~~rental~~paid ~~rates~~under previous leases. ~~Further,~~Increased wecompetition for tenants may berequire ~~unable~~us to ~~terminate~~make ~~those~~capital ~~leases~~improvements orto ~~adjust~~properties ~~the~~that ~~rent~~would tonot ~~then-prevailing~~have ~~market~~otherwise ~~rates~~been planned. AsAny aunbudgeted ~~result,~~capital ~~our~~improvements ~~income~~that ~~and~~we ~~distributions~~undertake tomay ~~our~~divert ~~stockholders~~cash ~~could~~that would otherwise be ~~lower~~available ~~than~~for ifdistributions or for satisfying repurchase requests. Ultimately, to the extent that we ~~did~~are ~~not~~unable ~~enter~~to ~~into~~renew ~~long-term~~leases or relet space as leases expire, decreased cash flow from tenants will result, which could adversely impact our operating results.

~~Short~~We may be required to expend funds to correct defects or to make improvements before a tenant can be found for a property at an attractive lease rate or an investment in a property can be sold. No assurance can be given that we will have funds available to correct those defects or to make those improvements. In acquiring a property, we may agree to lock-~~term~~out ~~leases~~provisions ~~expose~~that materially restrict us tofrom selling that property for a period of time or impose other restrictions, such as a limitation on the ~~effects~~amount of ~~declining~~debt ~~market~~that ~~rent~~can be placed on that property. These factors and ~~could~~others ~~adversely~~that ~~impact~~could impede our ability to ~~make~~respond ~~cash~~to ~~distributions~~adverse tochanges ~~you~~in the performance of our properties could significantly affect our financial condition and operating results.

ToOur ~~the~~properties ~~extent~~may webe ~~invest~~leased inat ~~any~~below-market ~~properties~~rates ~~with~~under ~~short~~long-term leases~~, such as multifamily residential properties, we may suffer losses if market rents decline~~. ~~Thus, our ability to make distributions to you may be less certain than if we were to buy real estate with longer lease terms.~~

~~Certain~~We may seek to negotiate longer-term leases to reduce the cash flow volatility associated with lease rollovers, provided that contractual rent increases are generally included. In addition, where appropriate, we will seek leases that provide for operating expenses, or expense increases, to be paid by the tenants. These leases may allow tenants to renew the lease with pre-defined rate increases. If we do not accurately judge the potential for increases in market rental rates (including, for example, as a result of increased inflation), or if our ~~real~~negotiated ~~estate~~increases ~~investments~~provide for a discount to then-current market rental rates (in exchange for lower volatility), we may ~~not~~set ~~include~~the ~~title~~rental rates of these long-term leases at levels such that even after contractual rental increases, the resulting rental rates are less than then-current market rental rates. Further, we may be unable to terminate those leases or adjust the ~~underlying~~rent ~~land~~to then-prevailing market rates. As a result, ~~exposing~~our usincome and distributions to ~~greater~~our ~~risks~~stockholders could be lower than if we did not enter into long-term leases.

WeShort-term ~~have~~leases ~~invested~~expose inus ~~an industrial property that is subject~~ to ~~a ground lease, and we may from time to time in~~ the ~~future~~effects invest in real properties without acquiring title to the underlying land. This means that while we would have a right to use the property, we would not hold fee title to the underlying land. Accordingly, we would have no economic interest in the land or, in many instances the improvements located on the land, at the expiration of ~~the~~declining ~~ground~~market ~~lease,~~rent ~~easement or permit. As the remaining term of a ground lease gets shorter, the prospect of expiration of the ground lease can result in a discount in its value~~ and ~~difficulty in subleasing the property. In addition, a default by us under the ground lease or easement~~ could ~~cause a termination of the ground lease or easement, which may~~ adversely impact our ~~investment~~ability ~~performance.~~to ~~Finally,~~make ~~there~~cash ~~are~~distributions ~~complexities~~to ~~associated with financing a ground leasehold or easement interest~~you.

35To the extent we invest in any properties with short-term leases, such as multifamily residential properties, we may suffer losses if market rents decline. Thus, our ability to make distributions to you may be less certain than if we were to buy real estate with longer lease terms.

~~Table~~Certain of ~~Contents~~our real estate investments may not include title to the underlying land, exposing us to greater risks.

~~Our~~We have invested in an industrial property that is subject to a ground lease, and we may from time to time in the future invest in real properties without acquiring title to the underlying land. This means that while we would have a right to use the property, we would not hold fee title to the underlying land. Accordingly, we would have no economic interest in the land or, in many instances the improvements located on the land, at the expiration of the ground lease, easement or permit. As the remaining term of a ground lease gets shorter, the prospect of expiration of the ground lease can result in a discount in its value and difficulty in subleasing the property. In addition, a default by us under the ground lease or easement could cause a termination of the ground lease or easement, which may ~~face~~adversely ~~significant~~impact ~~competition~~our investment performance. Finally, there are complexities associated with financing a ground leasehold or easement interest.

We may face significant competition from owners, operators and developers of properties. Many of our properties will face competition from similar properties in the same market. This competition may affect our ability to attract and retain tenants and may reduce the rents we are able to charge. These competing properties may have vacancy rates higher than our properties, which may result in their owners being willing to lease available space at lower prices than the space in our properties.35

WeTable ~~may~~of ~~experience material losses or damage related to our properties and such losses may not be covered by insurance.~~Contents

We may experience material losses related to our properties arising from natural disasters, such as extreme weather events, climate change, earthquakes or floods, and acts of God, vandalism or other crime, faulty construction or accidents, fire, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, acts of terrorism or other catastrophes. We plan to carry insurance covering our properties under policies our Adviser deems appropriate. Our Adviser will select policy specifications and insured limits that it believes to be appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. Insurance policies on our properties may ~~include~~face some coverage for losses that are generally catastrophic in nature, such as losses due to terrorism, earthquakes and floods, but we cannot assure you that it will be adequate to cover all losses and some of our policies will be insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses. In general, losses related to terrorism are becoming harder and more expensive to insure against. In some cases, the insurers exclude terrorism, in others the coverage against terrorist acts is limited, or available only for a significant ~~price~~competition. A similar dynamic has been unfolding with respect to certain weather and fire events, with insurers excluding certain investments that have high risk of weather, earthquake or fire events. If the climate continues to warm, we expect the frequency and impact of weather-related events and conditions will increase as well. As a result, not all investments may be insured against terrorism, weather or fire. If we or one or more of our tenants experience a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. Certain of these events, such as war or an outbreak of an infectious disease, could have a broader negative impact on the global or local economy, thereby affecting us or our Adviser.

We ~~could~~may ~~become~~face ~~subject~~significant tocompetition ~~liability~~from ~~for~~owners, ~~environmental~~operators ~~violations,~~and ~~regardless~~developers of ~~whether~~properties. Many of our properties will face competition from similar properties in the same market. This competition may affect our ability to attract and retain tenants and may reduce the rents we ~~caused~~are ~~such~~able ~~violations~~to charge. These competing properties may have vacancy rates higher than our properties, which may result in their owners being willing to lease available space at lower prices than the space in our properties.

We ~~could~~may ~~become~~experience ~~subject~~material tolosses ~~liability in the form of fines~~ or ~~damages~~damage for noncompliance with environmental laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid hazardous materials, the remediation of contaminated property associated with the disposal of solid and hazardous materials and other health and safety-related ~~concerns.~~to ~~Some~~our ~~of these laws and regulations may impose joint and several liability on tenants, owners or managers for the costs of investigation or remediation of contaminated~~ properties, ~~regardless of fault or the legality of the original disposal. Under various federal, state~~ and local environmental laws, ordinances and regulations, a current or former owner or manager of real property may be liable for the cost to remove or remediate hazardous or toxic substances, wastes or petroleum products on, under, from or in such ~~property.~~losses ~~These costs could be substantial and liability under these laws~~ may ~~attach whether or~~ not ~~the owner or manager knew of, or was responsible for, the presence of such contamination. Even if more than one person may have been responsible for the contamination, each liable party may~~ be ~~held~~covered ~~entirely~~by ~~responsible for all of the clean-up costs incurred~~insurance.

36We may experience material losses related to our properties arising from natural disasters, such as extreme weather events, climate change, earthquakes or floods, and acts of God, vandalism or other crime, faulty construction or accidents, fire, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, acts of terrorism or other catastrophes. We plan to carry insurance covering our properties under policies our Adviser deems appropriate. Our Adviser will select policy specifications and insured limits that it believes to be appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. Insurance policies on our properties may include some coverage for losses that are generally catastrophic in nature, such as losses due to terrorism, earthquakes and floods, but we cannot assure you that it will be adequate to cover all losses and some of our policies will be insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses. In general, losses related to terrorism are becoming harder and more expensive to insure against. In some cases, the insurers exclude terrorism, in others the coverage against terrorist acts is limited, or available only for a significant price. A similar dynamic has been unfolding with respect to certain weather and fire events, with insurers excluding certain investments that have high risk of weather, earthquake or fire events. If the climate continues to warm, we expect the frequency and impact of weather-related events and conditions will increase as well. As a result, not all investments may be insured against terrorism, weather or fire. If we or one or more of our tenants experience a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. Certain of these events, such as war or an outbreak of an infectious disease, could have a broader negative impact on the global or local economy, thereby affecting us or our Adviser.

~~Table~~We could become subject to liability for environmental violations, regardless of ~~Contents~~whether we caused such violations.

InWe ~~addition,~~could ~~third~~become ~~parties~~subject ~~may~~to ~~sue~~liability in the ~~owner~~form ~~or manager~~ of afines ~~property~~or ~~for~~ damages ~~based on personal injury, natural resources, property damage or~~ for ~~other~~noncompliance ~~costs,~~with ~~including~~environmental ~~investigation~~laws and ~~clean-up costs, resulting from the environmental contamination~~regulations. ~~The~~These ~~presence~~laws ofand ~~contamination~~regulations ongenerally ~~one~~govern ofwastewater ~~our properties~~discharges, orair ~~the failure to properly remediate a contaminated property~~emissions, ~~could~~the ~~give~~operation ~~rise~~and toremoval ~~a lien in favor~~ of ~~the~~underground ~~government~~and ~~for~~above-ground ~~costs~~storage ittanks, ~~may incur to address~~ the ~~contamination~~use, orstorage, ~~otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral. In addition~~treatment, iftransportation ~~contamination~~and isdisposal ~~discovered~~of onsolid ~~our~~hazardous ~~properties~~materials, ~~environmental laws may impose restrictions on~~ the ~~manner~~remediation inof ~~which~~contaminated ~~the~~ property ~~may~~associated bewith ~~used~~the ordisposal ~~businesses~~of ~~may~~solid ~~be operated,~~ and ~~these~~hazardous ~~restrictions~~materials ~~may~~and ~~require~~other ~~substantial~~health ~~expenditures~~and orsafety-related ~~prevent us from entering into leases with prospective tenants~~concerns. ~~There~~Some ~~can~~of bethese ~~no assurance that future~~ laws, ~~ordinances~~and or regulations ~~will~~may ~~not~~ impose ~~any~~joint ~~material~~and ~~environmental~~several liability on tenants, owners or ~~that~~managers for the ~~environmental~~costs ~~condition~~ of ~~our~~investigation ~~properties~~or ~~will~~remediation ~~not be affected by the operations~~ of ~~the~~contaminated ~~tenants~~properties, byregardless ~~the existing condition~~ of ~~the~~fault ~~land and/~~or ~~by operations in~~ the ~~vicinity~~legality of the ~~properties~~original disposal. ~~There~~Under ~~can~~various befederal, nostate ~~assurance~~and ~~that~~local ~~these~~environmental laws, orordinances ~~changes~~and ~~in these laws~~regulations, ~~will not have~~ a ~~material~~current ~~adverse effect on our business, results of operations~~ or ~~financial~~former ~~condition.~~owner ~~We could also suffer losses if reserves~~ or ~~insurance~~manager ~~proceeds~~of ~~prove~~real ~~inadequate~~property tomay ~~cover~~be ~~any~~liable ~~such~~for ~~matters.~~the ~~The~~ cost to ~~perform~~remove ~~any~~or ~~remediation,~~remediate ~~and~~hazardous ~~the~~or ~~cost~~toxic tosubstances, ~~defend~~wastes ~~against~~or ~~any~~petroleum ~~related~~products ~~claims~~on, ~~could exceed the value of the relevant investment~~under, ~~and~~from or in such ~~cases~~property. weThese costs could be ~~forced~~substantial toand ~~satisfy~~liability ~~the~~under ~~claims~~these ~~from~~laws ~~other assets and investments. We~~ may ~~have~~attach anwhether ~~indemnity~~or ~~from~~not athe ~~third~~owner ~~party~~or ~~purporting~~manager toknew ~~cover these liabilities~~of, ~~but~~or ~~there~~was ~~can~~responsible befor, ~~no assurance as to~~ the ~~financial~~presence ~~viability~~ of ~~any~~such ~~indemnifying~~contamination. ~~party~~Even atif ~~the~~more ~~time~~than aone ~~claim~~person ~~arises. We~~ may ~~also~~have ~~provide~~been ~~such~~responsible anfor ~~indemnity to a purchaser of a property, which could adversely affect~~ the ~~profitability of any such disposition. In addition~~contamination, ~~some~~each ~~environmental~~liable ~~laws~~party ~~create~~may abe ~~lien~~held onentirely aresponsible ~~contaminated~~for ~~asset~~all ~~in favor~~ of ~~governments~~the orclean-up ~~government agencies for~~ costs ~~they may incur in connection with the contamination~~incurred.

~~We may be exposed to the risks of investing in industrial properties.~~36

~~Although~~Table ~~owners~~ of industrial properties are not generally required to expend substantial amounts for general capital improvements, tenant improvements or reletting costs, various other factors may affect the returns from this type of property in addition to the risks generally applicable to real estate, including, among other things, the design and adaptability of the property and the degree to which it is generally functional for industrial purposes, the proximity to highways and other means for the transportation of goods, the number and diversity of tenants among businesses or industries and the cost of converting a previously adapted space to general use. An industrial property may be more likely to have one or only a few tenants, which increases the risk that a decline in their operations or their particular business or industry segments may adversely affect the returns from the property. Additionally, a property designed for a particular use or function may be difficult to relet to another tenant or may become functionally obsolete compared to other properties. Particular uses of industrial properties may increase their risk of environmental problems. In addition, because of unique construction requirements of many industrial properties, many vacant industrial property spaces may not be easily converted to other uses. Thus, if the operations of any industrial property become unprofitable, the liquidation value of that industrial property may be substantially less than would be the case if the industrial property were readily adaptable to other uses.Contents

~~Certain~~In addition, third parties may sue the owner or manager of a property for damages based on personal injury, natural resources, property damage or for other costs, including investigation and clean-up costs, resulting from the environmental contamination. The presence of contamination on one of our ~~industrial~~properties, or the failure to properly remediate a contaminated property, ~~investments~~could give rise to a lien in favor of the government for costs it may incur to address the contamination, or otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral. In addition, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which the property may be ~~special~~used ~~use~~or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants. There can be no assurance that future laws, ordinances or regulations will not impose any material environmental liability, or that the environmental condition of our properties will not be affected by the operations of the tenants, by the existing condition of the land and/or ~~build-~~by operations in the vicinity of the properties. There can be no assurance that these laws, or changes in these laws, will not have a material adverse effect on our business, results of operations or financial condition. We could also suffer losses if reserves or insurance proceeds prove inadequate to~~-suit~~ cover any such matters. The cost to perform any remediation, and the cost to defend against any related claims, could exceed the value of the relevant investment, and in such cases we could be forced to satisfy the claims from other assets and investments. We may have an indemnity from a third party purporting to cover these liabilities, but there can be ~~difficult~~no assurance as to ~~sell~~the orfinancial ~~relet~~viability ~~upon~~of ~~tenant~~any ~~defaults~~indemnifying party at the time a claim arises. We may also provide such an indemnity to a purchaser of a property, which could adversely affect the profitability of any such disposition. In addition, some environmental laws create a lien on a contaminated asset in favor of governments or ~~lease~~government ~~terminations~~agencies for costs they may incur in connection with the contamination.

~~Certain~~We ~~of our industrial property investments~~ may include special use and/or build-to-suit properties. These types of properties are relatively illiquid compared to other types of real estate and financial assets, and this illiquidity will limit our ability to change our portfolio in response to changes in economic or other conditions. With such properties, if the current lease is terminated or not renewed, we may be ~~required~~exposed to ~~renovate~~ the ~~property~~risks orof toinvesting ~~make rent concessions~~ in order to lease the property to another tenant, finance the property or sell the property. In addition, in the event we are forced to sell the property, we may have difficulty selling it to a party other than the tenant or borrower due to the special purpose for which the property may have been designed. These and other limitations may affect our ability to sell or relet our industrial properties ~~and adversely affect our results of operations at such properties~~.

~~Industrial~~Although owners of industrial properties are not generally required to expend substantial amounts for general capital improvements, tenant improvements or reletting costs, various other factors may affect the returns from this type of property in addition to the risks generally applicable to real estate, including, among other things, the design and adaptability of the property and the degree to which it is generally functional for industrial purposes, the proximity to highways and other means for the transportation of goods, the number and diversity of tenants among businesses or industries and the cost of converting a previously adapted space to general use. An industrial property may be ~~adversely~~more ~~affected~~likely byto have one or only a few tenants, which increases the risk that a decline in ~~manufacturing~~their ~~activity~~operations inor their particular business or industry segments may adversely affect the ~~United~~returns ~~States~~from the property. Additionally, a property designed for a particular use or function may be difficult to relet to another tenant or may become functionally obsolete compared to other properties. Particular uses of industrial properties may increase their risk of environmental problems. In addition, because of unique construction requirements of many industrial properties, many vacant industrial property spaces may not be easily converted to other uses. Thus, if the operations of any industrial property become unprofitable, the liquidation value of that industrial property may be substantially less than would be the case if the industrial property were readily adaptable to other uses.

~~Fluctuations~~Certain inof ~~manufacturing~~our ~~activity~~industrial inproperty ~~the~~investments ~~United States~~ may ~~adversely~~be ~~affect~~special ~~industrial~~use ~~tenants~~ and/or ~~therefore~~build-to-suit ~~the demand for~~ and ~~profitability~~may ofbe ~~any~~difficult ~~industrial properties we acquire. Trade agreements with foreign countries have given employers the option~~ to ~~utilize~~sell ~~less~~or ~~expensive~~relet ~~foreign~~upon ~~manufacturing~~tenant ~~workers.~~defaults ~~Outsourcing~~or ~~manufacturing~~lease ~~activities could reduce the demand for U~~terminations.~~S. workers, thereby reducing the profitability of industrial tenants and the demand for and profitability of any industrial properties we acquire.~~

37Certain of our industrial property investments may include special use and/or build-to-suit properties. These types of properties are relatively illiquid compared to other types of real estate and financial assets, and this illiquidity will limit our ability to change our portfolio in response to changes in economic or other conditions. With such properties, if the current lease is terminated or not renewed, we may be required to renovate the property or to make rent concessions in order to lease the property to another tenant, finance the property or sell the property. In addition, in the event we are forced to sell the property, we may have difficulty selling it to a party other than the tenant or borrower due to the special purpose for which the property may have been designed. These and other limitations may affect our ability to sell or relet our industrial properties and adversely affect our results of operations at such properties.

~~Table~~Industrial oftenants ~~Contents~~may be adversely affected by a decline in manufacturing activity in the United States.

~~Investments~~Fluctuations in manufacturing activity in the United States may adversely affect industrial tenants and therefore the demand for and profitability of any industrial properties ~~may~~we beacquire. ~~more~~Trade ~~dependent~~agreements onwith ~~economic~~foreign ~~activity~~countries have given employers the option to utilize less expensive foreign manufacturing workers. Outsourcing manufacturing activities could reduce the demand for U.S. workers, thereby reducing the profitability of industrial tenants and ~~trade~~the ~~regulation~~demand ~~than~~for ~~other~~and ~~real~~profitability ~~estate~~of ~~sectors~~any industrial properties we acquire.

We expect to make investments in industrial properties. The demand for industrial space in the U.S. is more strongly dependent on economic activity and trade regulation than other real estate sectors. For example, customers of industrial properties operate in industries including e-commerce, traditional retail, third-party logistics, warehousing and manufacturing, all of which may be adversely impacted by recently enacted and proposed changes to U.S. foreign trade policies, including tariffs and other impositions on imported goods, trade sanctions imposed on certain countries, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries and other policies. Our performance may be more dependent on economic activity and trade regulation than that of real estate companies that do not invest in industrial properties.37

WeTable ~~may~~of ~~be adversely affected by trends in the office real estate industry.~~Contents

~~Some~~Investments businesses are rapidly evolving to make employee telecommuting, flexible work schedules, open workplaces and teleconferencing increasingly common. These practices enable businesses to reduce their space requirements. A continuation of the movement towards these practices could over time erode the overall demand for office space and, in ~~turn,~~industrial ~~place~~properties ~~downward~~may ~~pressure~~be onmore ~~occupancy,~~dependent ~~rental rates and property valuations, each of which could have an adverse effect~~ on ~~our~~economic ~~financial~~activity ~~position, results of operations, cash flows~~ and ~~ability~~trade toregulation ~~make~~than ~~expected distributions to our stockholders. We may also be negatively impacted by competition from~~ other ~~short-term~~real ~~office~~estate ~~or shared space leasing companies~~sectors.

We ~~may~~have invested and expect to continue to invest in ~~office~~industrial properties,. ~~and~~The demand for industrial space in the ~~value~~U.S. is more strongly dependent on economic activity and trade regulation than other real estate sectors. For example, customers of ~~any~~industrial ~~such~~properties ~~investment~~operate in industries including e-commerce, traditional retail, third-party logistics, warehousing and manufacturing, all of which may ~~change~~be ~~based~~adversely impacted by recently enacted and proposed changes to U.S. foreign trade policies, including tariffs and other impositions on imported goods, trade sanctions imposed on certain countries, the ~~diversification~~limitation ofon the ~~tenant~~importation ~~base,~~of ~~location~~certain types of ~~the~~goods ~~property~~or of goods containing certain materials from other countries and other ~~factors~~policies. Our performance may be more dependent on economic activity and trade regulation than that of real estate companies that do not invest in industrial properties.

AWe ~~number of factors~~ may ~~affect~~invest ~~the~~in ~~value of~~ office properties, ~~including, among other things, diversification of the tenant base, the location, appearance, amenities~~ and ~~other physical attributes of~~ the ~~properties,~~value ~~and competition from other office properties. Office properties generally require their owners to expend significant amounts for general capital improvements, tenant improvements and costs~~ of ~~reletting~~any ~~space.~~such ~~In addition, office properties that are not equipped to accommodate the needs of modern businesses may become functionally obsolete and thus non-competitive, or may require substantial capital~~ investment ~~to upgrade facilities in order to be competitive. Office properties~~ may ~~also~~change bebased ~~adversely~~on ~~affected if there is an economic decline in~~ the ~~businesses~~diversification ~~operated by their tenants. The risks~~ of ~~such an adverse effect are increased if~~ the ~~property revenue is dependent on a single~~ tenant orbase, iflocation ~~there is a significant concentration~~ of ~~tenants~~the inproperty aand ~~particular~~other ~~business or industry~~factors.

WeA number of factors may ~~invest~~affect inthe ~~medical~~value of office ~~buildings~~properties, ~~which~~including, ~~may~~among ~~not~~other ~~have~~things, ~~efficient~~diversification ~~alternative~~of ~~uses,~~the sotenant base, the ~~loss~~location, appearance, amenities and other physical attributes of athe ~~tenant~~properties, ~~may~~and ~~cause~~competition usfrom other office properties. Office properties generally require their owners to ~~not~~expend besignificant ~~able~~amounts for general capital improvements, tenant improvements and costs of reletting space. In addition, office properties that are not equipped to ~~find~~accommodate athe ~~replacement~~needs of modern businesses may become functionally obsolete and thus non-competitive, or ~~cause~~may usrequire substantial capital investment to ~~spend~~upgrade ~~considerable~~facilities ~~capital~~in order to ~~adapt~~be competitive. Office properties may also be adversely affected if there is an economic decline in the ~~property~~businesses tooperated by their tenants. The risks of such an ~~alternative~~adverse ~~use~~effect are increased if the property revenue is dependent on a single tenant or if there is a significant concentration of tenants in a particular business or industry.

We may ~~seek to acquire healthcare-related assets that may only~~ be ~~suitable~~adversely ~~for~~affected ~~similar~~by ~~healthcare-related~~trends ~~tenants.~~in ~~If we or our tenants terminate~~ the ~~leases~~office ~~for~~real ~~these~~estate ~~properties or our tenants lose their regulatory authority to operate such properties, we may not be able to locate suitable replacement tenants to lease the properties for their specialized uses~~industry. ~~Alternatively, we may be required to spend substantial amounts to adapt the properties to other uses.~~

~~The~~Some ~~healthcare~~businesses ~~industry~~are israpidly ~~heavily~~evolving ~~regulated~~to ~~and~~make ~~new~~employee ~~laws~~telecommuting, orflexible ~~regulations~~work schedules, ~~changes~~open toworkplaces ~~existing~~and ~~laws~~teleconferencing orincreasingly ~~regulations,~~common. ~~loss~~These ofpractices ~~licensure,~~enable ~~failure~~businesses to ~~obtain~~reduce ~~licensure~~their orspace ~~other~~requirements. ~~industry~~A ~~developments~~continuation of the movement towards these practices could ~~result~~over intime erode the ~~inability~~overall ofdemand ~~the~~for ~~tenants~~office space and, in ~~any~~turn, ~~healthcare-related~~place ~~assets~~downward wepressure ~~acquire~~on ~~from~~occupancy, ~~being~~rental ~~able~~rates and property valuations, each of which could have an adverse effect on our financial position, results of operations, cash flows and ability to make ~~rent~~expected ~~payments~~distributions to usour stockholders. We may also be negatively impacted by competition from other short-term office or shared space leasing companies.

~~The~~We ~~healthcare~~may ~~industry~~invest ~~is heavily regulated by federal, state and local governmental bodies. Tenants~~ in ~~the~~medical ~~healthcare~~office ~~industry generally are subject to laws and regulations covering~~buildings, ~~among~~which other things, licensure, certification for participation in government programs and relationships with physicians and other referral sources. Changes in these laws and regulations or the tenants’ failure to comply with these laws and regulations could negatively affect the ability of these tenants to make lease payments to us. Many healthcare properties and their tenants may ~~require~~not ahave ~~license~~efficient oralternative ~~certificate of need (“CON”) to operate. Failure to obtain a license or CON~~uses, orso the loss of a ~~required license or CON, would prevent a facility from operating in the manner intended by the~~ tenant. ~~These~~may ~~events~~cause ~~could~~us ~~materially adversely affect the ability of the tenants in any healthcare-related assets we acquire~~ to ~~make~~not ~~rent~~be ~~payments~~able to ~~us.~~find Wea ~~cannot~~replacement ~~predict the impact of state CON laws~~ or ~~similar~~cause ~~laws~~us onto ~~any~~spend ~~investments~~considerable wecapital ~~make in medical facilities or the operations of tenants of those assets. In addition, state CON laws often materially impact the ability of competitors~~ to ~~enter~~adapt ~~into~~ the ~~marketplace~~property ~~of healthcare properties. The repeal of CON laws could allow competitors~~ to ~~freely~~an ~~operate~~alternative ~~in previously closed markets~~use. ~~This could negatively impact tenants’ abilities to make lease payments to us.~~

38We may seek to acquire healthcare-related assets that may only be suitable for similar healthcare-related tenants. If we or our tenants terminate the leases for these properties or our tenants lose their regulatory authority to operate such properties, we may not be able to locate suitable replacement tenants to lease the properties for their specialized uses. Alternatively, we may be required to spend substantial amounts to adapt the properties to other uses.

~~Table~~The healthcare industry is heavily regulated and new laws or regulations, changes to existing laws or regulations, loss of ~~Contents~~licensure, failure to obtain licensure or other industry developments could result in the inability of the tenants in any healthcare-related assets we acquire from being able to make rent payments to us.

The healthcare industry ~~currently~~ is ~~experiencing~~heavily ~~rapid~~regulated ~~regulatory~~by ~~changes~~federal, state and ~~uncertainty;~~local ~~changes~~governmental bodies. Tenants in the ~~demand~~healthcare ~~for~~industry generally are subject to laws and ~~methods~~regulations ofcovering, ~~delivering~~among ~~healthcare~~other ~~services;~~things, ~~changes~~licensure, certification for participation in ~~third-party~~government ~~reimbursement~~programs ~~policies;~~and ~~expansion~~relationships ofwith ~~insurance~~physicians ~~providers~~and ~~into~~other ~~patient~~referral ~~care;~~sources. ~~continuing~~Changes ~~pressure~~in bythese ~~private~~laws and ~~governmental~~regulations ~~payors~~or tothe ~~reduce~~tenants’ ~~payments~~failure to ~~providers~~comply ofwith ~~services;~~these laws and ~~increased~~regulations ~~scrutiny~~could negatively affect the ability of ~~billing,~~these ~~referral~~tenants ~~and~~to ~~other~~make ~~practices~~lease bypayments ~~governmental~~to ~~authorities~~us. ~~These~~Many ~~factors~~healthcare properties and their tenants may ~~adversely~~require ~~affect~~a ~~the~~license ~~economic~~or ~~performance~~certificate of ~~some~~need (“CON”) to operate. Failure to obtain a license or ~~all~~CON, or loss of a required license or CON, would prevent a facility from operating in the manner intended by the tenant. These events could materially adversely affect the ability of the tenants in any healthcare-related assets we acquire ~~and,~~to make rent payments to us. We cannot predict the impact of state CON laws or similar laws on any investments we make in ~~turn~~medical facilities or the operations of tenants of those assets. In addition, ~~our~~state ~~performance~~CON laws often materially impact the ability of competitors to enter into the marketplace of healthcare properties. The repeal of CON laws could allow competitors to freely operate in previously closed markets. This could negatively impact tenants’ abilities to make lease payments to us.

~~Any investments in life sciences properties may be subject to unique risks.~~38

~~Life~~Table ~~science properties and their tenants may be subject to a number~~ of unique risks. The occurrence of any could adversely affect our results of operations and financial condition. In particular, life science tenants may be subject to a number of risks unique to their industry, including (a) high levels of regulation including increasing government price controls and other healthcare cost containment measures, (b) failures in the safety and efficacy of their products, (c) significant funding requirements for product research and development, and (d) changes in technology, patent expiration, and intellectual property protection. These risks may adversely affect their ability to make rental payments to us or satisfy their other lease obligations and consequently may materially adversely affect property revenue and valuation.Contents

InThe ~~addition,~~healthcare ~~improvements~~industry tocurrently ~~life~~is ~~science~~experiencing ~~properties~~rapid ~~are~~regulatory ~~typically~~changes ~~more~~and ~~costly~~uncertainty; ~~than~~changes ~~improvements~~in tothe ~~traditional~~demand ~~office~~for ~~space~~and ormethods ~~other~~of ~~property~~delivering ~~types.~~healthcare ~~Many~~services; ~~life~~changes ~~science~~in ~~properties~~third-party ~~generally~~reimbursement ~~contain~~policies; ~~infrastructure~~expansion ~~improvements~~of ~~that~~insurance ~~are~~providers ~~significantly~~into ~~more~~patient ~~costly~~care; ~~than~~continuing ~~improvements~~pressure by private and governmental payors to ~~other~~reduce ~~property~~payments ~~types.~~to ~~Typical~~providers ~~improvements~~of ~~include~~services; ~~(a) reinforced~~and ~~concrete~~increased ~~floors~~scrutiny of billing, ~~(b) upgraded~~referral ~~roof~~and ~~loading~~other ~~capacity,~~practices ~~(c) increased floor-to-ceiling heights,~~by ~~(d) heavy-duty~~governmental ~~HVAC~~authorities. ~~systems,~~These ~~(e) enhanced~~factors ~~environmental~~may ~~control~~adversely ~~technology,~~affect ~~(f) significantly~~the ~~upgraded~~economic ~~electrical,~~performance ~~gas,~~of ~~and~~some ~~plumbing~~or ~~infrastructure,~~all of the tenants in any healthcare-related assets we acquire and, ~~(g) laboratory~~in ~~benches~~turn, our performance.

~~Further,~~Any investments in life sciences ~~tenants~~properties may engage in research and development activities that involve controlled use of hazardous materials, chemicals, and biological and radioactive compounds. In the event of contamination or injury from the use of these hazardous materials, we could be ~~held~~subject ~~liable for damages that result. This liability could exceed our resources and any recovery available through any applicable insurance coverage, which could adversely affect our ability~~ to ~~make~~unique ~~distributions to our stockholders~~risks. Together with our tenants, we must comply with federal, state, and local laws and regulations governing the use, manufacture, storage, handling, and disposal of hazardous materials and waste products. Failure to comply with these laws and regulations, or changes thereto, could adversely affect our business or our tenants’ businesses and their ability to make rental payments to us.

WeLife ~~have~~science ~~invested~~properties and ~~expect~~their totenants ~~continue~~may be subject to ~~invest~~a innumber ~~commercial~~of ~~properties~~unique risks. The occurrence of any could adversely affect our results of operations and financial condition. In particular, life science tenants may be subject to ~~net~~a ~~leases~~number of risks unique to their industry, ~~which~~including ~~could~~(a) ~~subject~~high uslevels of regulation including increasing government price controls and other healthcare cost containment measures, (b) failures in the safety and efficacy of their products, (c) significant funding requirements for product research and development, and (d) changes in technology, patent expiration, and intellectual property protection. These risks may adversely affect their ability to ~~losses~~make rental payments to us or satisfy their other lease obligations and consequently may materially adversely affect property revenue and valuation.

WeIn ~~have~~addition, ~~invested~~improvements ~~and expect~~ to ~~continue~~life toscience ~~invest in commercial~~ properties ~~subject~~are totypically ~~net~~more ~~leases.~~costly ~~Typically,~~than ~~net~~improvements ~~leases require the tenants~~ to ~~pay~~traditional ~~substantially~~office ~~all~~space ofor ~~the~~other ~~operating~~property ~~costs associated with the properties~~types. AsMany alife ~~result,~~science ~~the value of, and income from, investments in commercial~~ properties ~~subject~~generally tocontain ~~net~~infrastructure ~~leases~~improvements ~~will~~that ~~depend,~~are insignificantly ~~part,~~more ~~upon~~costly ~~the~~than ~~ability~~improvements ~~of the applicable tenant~~ to ~~meet~~other ~~its obligations to maintain the~~ property ~~under~~types. ~~the~~Typical ~~terms~~improvements ofinclude ~~the net lease. If~~ (a) ~~tenant~~reinforced ~~fails~~concrete orfloors, ~~becomes~~(b) ~~unable~~upgraded toroof soloading ~~maintain a property~~capacity, we(c) ~~will~~increased ~~be subject~~ floor-to-ceiling ~~all~~heights, ~~risks~~(d) ~~associated~~heavy-duty ~~with~~HVAC ~~owning~~systems, ~~the~~(e) ~~underlying~~enhanced ~~real~~environmental ~~estate.~~control ~~In addition~~technology, we(f) ~~may~~significantly ~~have~~upgraded ~~limited~~electrical, ~~oversight~~gas, ~~into~~and ~~the~~plumbing ~~operations or the managers of these properties~~infrastructure, ~~subject~~and to(g) ~~the~~laboratory ~~terms of the net leases~~benches.

WeFurther, ~~have~~life ~~invested~~science intenants ~~commercial~~may ~~properties~~engage ~~subject~~in toresearch ~~net~~and ~~leases~~development activities that ~~are~~involve ~~occupied~~controlled byuse aof ~~single~~hazardous ~~tenant~~materials, chemicals, and webiological ~~may~~and ~~make~~radioactive ~~such~~compounds. ~~investments~~In in the ~~future.~~event ~~The success~~ of ~~such~~contamination ~~investments~~or isinjury ~~largely~~from ~~dependent on~~ the ~~financial~~use ~~stability~~ of ~~each~~these ~~such~~hazardous ~~tenant.~~materials, Awe ~~default~~could ofbe ~~any~~held ~~such~~liable ~~tenant~~for ondamages ~~its~~that ~~lease~~result. ~~payments~~This toliability uscould ~~would~~exceed ~~cause~~our usresources toand ~~lose~~any ~~the~~recovery ~~revenue~~available ~~from~~through ~~the~~any ~~property~~applicable ~~and~~insurance ~~cause~~coverage, uswhich tocould ~~have~~adversely toaffect ~~find~~our anability ~~alternative~~to ~~source~~make ofdistributions ~~revenue~~ to ~~meet~~our ~~any~~stockholders. ~~mortgage~~Together ~~payment~~with ~~and~~our ~~prevent~~tenants, awe ~~foreclosure~~must ifcomply ~~the~~with ~~property~~federal, isstate, ~~subject~~and tolocal alaws ~~mortgage.~~and Inregulations governing the ~~event~~use, ofmanufacture, astorage, ~~default~~handling, weand ~~may~~disposal ~~experience~~of ~~delays~~hazardous inmaterials ~~enforcing our rights as landlord~~ and ~~may~~waste ~~incur~~products. ~~substantial~~Failure ~~costs~~to incomply ~~protecting~~with ~~our~~these ~~investment~~laws and ~~reletting~~regulations, ~~our~~or ~~property.~~changes ~~If a lease is terminated~~thereto, wecould ~~may~~adversely ~~also~~affect ~~incur~~our ~~significant~~business ~~losses~~or toour ~~make~~tenants’ ~~the~~businesses ~~leased premises ready for another tenant~~ and ~~experience~~their ~~difficulty~~ability orto amake ~~significant~~rental ~~delay~~payments into ~~re-leasing such property~~us.

InWe ~~addition, net leases typically~~ have ~~longer~~invested ~~lease terms,~~ and ~~thus~~expect ~~there~~to iscontinue anto ~~increased~~invest ~~risk that contractual rental increases~~ in ~~future years~~commercial ~~will~~properties ~~fail~~subject to ~~result~~net inleases, ~~fair~~which ~~market~~could ~~rental~~subject ~~rates~~us ~~during~~to ~~those years~~losses.

39We have invested and expect to continue to invest in commercial properties subject to net leases. Typically, net leases require the tenants to pay substantially all of the operating costs associated with the properties. As a result, the value of, and income from, investments in commercial properties subject to net leases will depend, in part, upon the ability of the applicable tenant to meet its obligations to maintain the property under the terms of the net lease. If a tenant fails or becomes unable to so maintain a property, we will be subject to all risks associated with owning the underlying real estate. In addition, we may have limited oversight into the operations or the managers of these properties, subject to the terms of the net leases.

~~Table~~We have invested and expect to continue to invest in commercial properties subject to net leases that are occupied by a single tenant. The success of ~~Contents~~such investments is largely dependent on the financial stability of each such tenant. A default of any such tenant on its lease payments to us would cause us to lose the revenue from the property and cause us to have to find an alternative source of revenue to meet any mortgage payment and prevent a foreclosure if the property is subject to a mortgage. In the event of a default, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and reletting our property. If a lease is terminated, we may also incur significant losses to make the leased premises ready for another tenant and experience difficulty or a significant delay in re-leasing such property.

~~Our~~In ~~costs~~addition, ~~associated~~net ~~with~~leases ~~complying~~typically ~~with~~have ~~the~~longer ~~Americans~~lease ~~with~~terms, ~~Disabilities~~and ~~Act~~thus ofthere ~~1990~~is ~~(the~~an ~~“ADA”)~~increased orrisk ~~the~~that ~~Fair~~contractual ~~Housing~~rental ~~Amendment~~increases ~~Act~~in offuture ~~1988~~years ~~(the~~will ~~“FHAA”)~~fail ~~may~~to ~~affect~~result ~~cash~~in ~~available~~fair ~~for~~market ~~distributions~~rental rates during those years.

Any domestic properties we acquire will generally be subject to the ADA. Under the ADA, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services be made accessible and available to people with disabilities. The ADA’s requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. We may not acquire properties that comply with the ADA or we may not be able to allocate the burden on the seller or other third party, such as a tenant, to ensure compliance with the ADA in all cases.39

~~The~~Table multifamily residential properties in which we may invest must comply with the FHAA, which requires that multifamily communities first occupied after March 13, 1991 be accessible to handicapped residents and visitors. Compliance with the FHAA could require removal of structural barriers to handicapped access in a community, including the interiors of apartment units covered under the FHAA. Recently there has been heightened scrutiny of multifamily housing communities for compliance with the requirements of the FHAA and the ADA and an increasing number of substantial enforcement actions and private lawsuits have been brought against multifamily communities to ensure compliance with these requirements. Noncompliance with the FHAA and the ADA could result in the imposition of fines, awards of damages to private litigants, payment of attorneys’ fees and other costs to plaintiffs, substantial litigation costs and substantial costs of remediation.Contents

~~Rent~~We ~~control~~may acquire these investments through sale-leaseback transactions, which involve the purchase of a property and ~~other~~the ~~changes~~leasing inof ~~applicable~~such ~~laws~~property back to the seller thereof. If we enter into a sale-leaseback transaction, we will seek to structure any such sale-leaseback transaction such that the lease will be characterized as a "true lease" for U.S. federal income tax purposes, thereby allowing us to be treated as the owner of the property for U.S. federal income tax purposes. However, we cannot assure you that the IRS will not challenge such characterization. In the event that any such sale-leaseback transaction is challenged and recharacterized as a financing transaction or ~~noncompliance~~loan ~~with~~for ~~applicable~~U.S. ~~laws~~federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed, and the timing of our income inclusion could ~~adversely~~differ ~~affect~~from that of the lease payments. If a sale-leaseback transaction were so recharacterized (or otherwise not respected as a lease), we might fail to satisfy the REIT qualification asset tests or gross income tests and, consequently, lose our ~~multifamily~~REIT ~~residential~~status ~~properties~~effective with the year of recharacterization. Alternatively, the amount of our REIT taxable income could be recalculated, which might also cause us to fail to meet the REIT distribution requirement for a taxable year.

~~Lower~~If ~~revenue~~a ~~growth~~tenant orof ~~significant~~a ~~unanticipated~~net ~~expenditures~~lease ~~may~~defaults ~~result~~and ~~from~~we ~~changes~~are inunable ~~rent~~to ~~control~~find ora ~~rent~~replacement ~~stabilization laws or other residential landlord/~~tenant, ~~laws.~~we ~~Municipalities~~ may ~~implement,~~attempt ~~consider or be urged by advocacy groups~~ to ~~consider~~hold ~~rent control or rent stabilization laws~~ and ~~regulations~~operate orthe ~~take~~relevant ~~other~~property ~~actions~~ourselves ~~that~~through ~~could~~a ~~limit~~taxable ~~our~~REIT ~~ability~~subsidiary, towhich ~~raise~~would ~~rents~~subject ~~based~~income on ~~market~~the ~~conditions.~~property ~~These~~to ~~initiatives~~corporate-level taxation and ~~any~~reduce ~~other~~our ~~future~~funds ~~enactments~~available offor ~~rent~~distribution. ~~control~~In orcertain ~~rent stabilization laws or other laws regulating multifamily housing~~circumstances, asdepending ~~well~~on ashow ~~any~~much ~~lawsuits~~capacity ~~against~~we ushave ~~arising~~available ~~from~~of ~~such~~the ~~rent~~total ~~control~~value orwe ~~other~~are ~~laws,~~permitted ~~may~~to ~~reduce~~hold ~~rental~~in ~~revenues~~taxable orREIT ~~increase~~subsidiaries ~~operating~~under ~~costs.~~applicable ~~Such~~rules, ~~laws~~we ~~and regulations~~ may ~~limit~~not ~~our~~be ~~ability~~able to ~~charge~~hold ~~market~~and ~~rents,~~operate ~~increase~~the ~~rents,~~property ~~evict tenants or recover increases~~ in ~~our~~a ~~operating~~taxable ~~costs~~REIT ~~and~~subsidiary, which could ~~make~~result ~~it more difficult for us to dispose of properties~~ in ~~certain~~the ~~circumstances.~~property ~~Expenses~~and ~~associated~~the ~~with~~related ~~investments~~income innot ~~residential~~satisfying ~~properties,~~the ~~such~~REIT asqualification ~~debt~~asset ~~service,~~and ~~real~~gross ~~estate~~income ~~taxes,~~tests ~~insurance~~ and ~~maintenance~~could ~~costs,~~jeopardize ~~are~~our ~~generally~~REIT ~~not reduced when circumstances cause a reduction in rental income from such properties~~status.

~~Increased~~Our ~~levels~~costs associated with complying with the Americans with Disabilities Act of ~~unemployment~~1990 ~~could~~(the ~~adversely~~“ADA”) ~~affect~~or the ~~occupancy~~Fair ~~and~~Housing ~~rental~~Amendment ~~rates~~Act of ~~any~~1988 ~~residential~~(the ~~properties~~“FHAA”) wemay ~~acquire~~affect cash available for distributions.

~~Increased~~Any ~~levels~~domestic properties we acquire will generally be subject to the ADA. Under the ADA, all places of ~~unemployment~~public inaccommodation ~~residential~~are ~~markets~~required ~~could~~to ~~significantly~~comply ~~decrease~~with ~~occupancy~~federal requirements related to access and ~~rental~~use ~~rates~~by disabled persons. InThe ~~times~~ADA has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services be made accessible and available to people with disabilities. The ADA’s requirements could require removal of ~~increasing~~access ~~unemployment~~barriers and could result in the imposition of injunctive relief, ~~residential~~monetary ~~occupancy~~penalties ~~and~~or, ~~rental~~in ~~rates~~some ~~have~~cases, ~~historically~~an ~~been~~award ~~adversely~~of ~~affected~~damages. ~~by:~~We may not acquire properties that comply with the ADA or we may not be able to allocate the burden on the seller or other third party, such as a tenant, to ensure compliance with the ADA in all cases.

●The ~~oversupply~~multifamily orresidential ~~reduced~~properties ~~demand~~in ~~for~~which we may invest must comply with the FHAA, which requires that multifamily communities first occupied after March 13, 1991 be accessible to residents and visitors with disabilities. Compliance with the FHAA could require removal of access barriers to persons with disabilities, including the interiors of apartment ~~homes;~~units covered under the FHAA. Recently there has been heightened scrutiny of multifamily housing communities for compliance with the requirements of the FHAA and the ADA and an increasing number of substantial enforcement actions and private lawsuits have been brought against multifamily communities to ensure compliance with these requirements. Noncompliance with the FHAA and the ADA could result in the imposition of fines, awards of damages to private litigants, payment of attorneys’ fees and other costs to plaintiffs, substantial litigation costs and substantial costs of remediation.

●Rent ~~rental~~control ~~residents~~and ~~deciding~~other tochanges ~~share~~in ~~rental~~applicable ~~units~~laws, ~~and~~or ~~therefore~~noncompliance ~~rent~~with ~~fewer~~applicable ~~units;~~laws, could adversely affect our multifamily residential properties.

●Lower ~~potential~~revenue ~~residents~~growth ~~moving~~or ~~back~~significant ~~into~~unanticipated ~~family~~expenditures ~~homes~~may result from changes in rent control or ~~delaying~~rent ~~leaving~~stabilization ~~family~~laws ~~homes;~~or other residential landlord/tenant laws. Municipalities may implement, consider or be urged by advocacy groups to consider rent control or rent stabilization laws and regulations or take other actions that could limit our ability to raise rents based on market conditions. These initiatives and any other future enactments of rent control or rent stabilization laws or other laws regulating multifamily housing, as well as any lawsuits against us arising from such rent control or other laws, may reduce rental revenues or increase operating costs. Such laws and regulations may limit our ability to charge market rents, increase rents, evict tenants or recover increases in our operating costs and could make it more difficult for us to dispose of properties in certain circumstances. Expenses associated with investments in residential properties, such as debt service, real estate taxes, insurance and maintenance costs, are generally not reduced when circumstances cause a reduction in rental income from such properties.

●Increased alevels ~~reduced~~of ~~demand~~unemployment ~~for~~could ~~higher-rent~~adversely ~~units;~~affect the occupancy and rental rates of any residential properties we acquire.

●Increased alevels ~~decline~~of unemployment in ~~household~~residential ~~formation;~~markets could significantly decrease occupancy and rental rates. In times of increasing unemployment, residential occupancy and rental rates have historically been adversely affected by:

•

●oversupply ~~persons enrolled in college delaying leaving college~~ or ~~choosing~~reduced todemand ~~proceed~~for toapartment ~~or return to graduate school in the absence of available employment~~homes;

~~● rent control or rent stabilization laws, or other laws regulating housing, that could prevent us from raising rents sufficiently to offset increases in operating costs;~~40

40Table of Contents

•

~~Table~~rental ofresidents ~~Contents~~deciding to share rental units and therefore rent fewer units;

•

●potential ~~the~~residents ~~inability~~moving orback ~~unwillingness~~into offamily ~~residents~~homes toor ~~pay~~delaying ~~rent~~leaving ~~increases;~~family ~~and~~homes;

•

●a ~~increased~~reduced ~~collection~~demand ~~losses.~~for higher-rent units;

•

~~These~~a ~~factors~~decline ~~generally have contributed to lower rental rates. To the extent that we invest~~ in ~~any~~household ~~residential properties, our results of operations, financial condition and ability to make distributions to you may be adversely affected if these factors do not improve or worsen.~~formation;

•

Wepersons ~~may~~enrolled ~~not~~in becollege ~~able~~delaying toleaving ~~attract~~college ~~desirable~~or ~~tenants~~choosing ~~for~~to ~~our~~proceed ~~residential~~to ~~properties~~or ~~and~~return ~~may~~to ~~have~~graduate ~~difficulty~~school ~~evicting~~in ~~defaulting~~the ~~tenants.~~absence of available employment;

•

Our success with residential rentals will depend, in large part, upon our ability to attract and retain qualified tenants for our residential properties. If we are unable to attract quality tenants our rental revenues will be adversely affected. If certain of our tenants cease paying rent, wecontrol ~~may be unable~~ or ~~unwilling~~rent tostabilization ~~evict such tenants due to legal~~laws, ~~regulatory~~ or ~~practical~~other ~~concerns~~laws ~~and,~~regulating ~~as a result~~housing, ~~may~~that becould ~~unable~~prevent tous ~~enter~~from ~~into~~raising arents ~~new~~sufficiently ~~lease for the applicable unit or property, resulting in lost revenue. In addition, our efforts~~ to ~~evict~~offset ~~residential~~increases ~~tenants may result~~ in ~~litigation,~~operating ~~resulting in increased expenses and potential liability for our residential properties.~~costs;

•

~~The~~the ~~properties~~inability weor ~~acquire~~unwillingness ~~will~~of beresidents ~~subject~~ to ~~property~~pay ~~taxes~~rent ~~that~~increases; ~~may increase in the future, which could adversely affect our cash flow.~~and

•

~~Any~~increased ~~properties~~collection ~~we acquire will be subject to real and personal property taxes that may increase as property tax rates change and as the properties are assessed or reassessed by taxing authorities~~losses. Some of our leases may provide that the property taxes, or increases therein, are charged to the lessees as an expense related to the properties that they occupy. As the owner of the properties, however, we are ultimately responsible for payment of the taxes to the government. If property taxes increase, our tenants may be unable (or may not be obligated) to make the required tax payments, ultimately requiring us to pay the taxes. In addition, we are generally responsible for property taxes related to any vacant space. If we purchase residential properties, the leases for such properties typically will not allow us to pass through real estate taxes and other taxes to residents of such properties. Consequently, any tax increases may adversely affect our results of operations at such properties.

WeThese ~~may~~factors begenerally ~~exposed~~have contributed to ~~third~~lower ~~party~~rental ~~liability,~~rates. ~~which~~To ~~can~~the ~~reduce~~extent ~~the~~that ~~performance~~we ofinvest in any ~~associated~~residential ~~investment~~properties, our results of operations, financial condition and ability to make distributions to you may be adversely affected by these factors.

~~The~~We ~~actions or omissions of any third party operator, employee, guest or resident of our properties~~ may ~~involve~~not ~~criminal~~be orable ~~civil liability, which could result in liability~~ to usattract asdesirable ~~owners~~tenants offor ~~such~~our residential properties, ~~loss of or restrictions on required licenses, fines, litigation, reputational impact~~ and ~~other matters that~~ may ~~adversely~~have ~~affect~~difficulty ~~our~~evicting ~~performance~~defaulting tenants.

~~Risks~~Our ~~related~~success with residential rentals will depend, in large part, upon our ability to ~~the~~attract ~~development~~and ofretain qualified tenants for our residential properties. ~~may~~If ~~have~~we anare ~~adverse~~unable ~~effect~~to onattract quality tenants our ~~results~~rental revenues will be adversely affected. If certain of ~~operations~~our tenants cease paying rent, we may be unable or unwilling to evict such tenants due to legal, regulatory or practical concerns and, ~~returns~~as a result, may be unable to enter into a new lease for the applicable unit or property, resulting in lost revenue. In addition, our ~~stockholders~~efforts to evict residential tenants may result in litigation, resulting in increased expenses and potential liability for our residential properties.

WeThe ~~may invest in~~ properties onwe ~~which~~acquire ~~developments~~will orbe ~~improvements~~subject ~~are~~ to beproperty ~~constructed~~taxes orthat ~~completed. As such, we~~ may beincrease ~~subject~~in to the ~~risks~~future, ~~associated~~which ~~with~~could ~~development~~adversely ~~and~~affect ~~construction~~our ~~activities~~cash ~~including the following:~~flow.

●Any ~~long~~properties ~~periods~~we acquire will be subject to real and personal property taxes that may increase as property tax rates change and as the properties are assessed or reassessed by taxing authorities. Some of ~~time~~our leases may ~~elapse~~provide ~~between~~that the ~~commencement~~property ~~and~~taxes, or increases therein, are charged to the ~~completion~~lessees as an expense related to the properties that they occupy. As the owner of the properties, however, we are ultimately responsible for payment of the taxes to the government. If property taxes increase, our ~~projects;~~tenants may be unable (or may not be obligated) to make the required tax payments, ultimately requiring us to pay the taxes. In addition, we are generally responsible for property taxes related to any vacant space. If we purchase residential properties, the leases for such properties typically will not allow us to pass through real estate taxes and other taxes to residents of such properties. Consequently, any tax increases may adversely affect our results of operations at such properties.

●We ~~our original estimates~~ may ~~not~~ be ~~accurate~~exposed ~~and~~to ~~our~~third ~~actual~~party ~~construction~~liability, ~~and~~which ~~development~~can ~~costs~~reduce ~~may~~the ~~exceed~~performance ~~those~~of ~~estimates;~~any associated investment.

●The ~~the~~actions ~~level~~or omissions of ~~interest~~any third party operator, employee, guest or resident of ~~potential~~our ~~tenants~~properties ~~for~~may ainvolve ~~recently~~criminal ~~launched~~or ~~development~~civil liability, which could result in liability to us as owners of such properties, loss of or restrictions on required licenses, fines, litigation, reputational impact and other matters that may beadversely ~~low;~~affect our performance.

●Risks ~~construction~~related ~~materials~~to ~~and~~the ~~equipment~~development of properties may behave ~~unavailable~~an oradverse ~~cost~~effect ~~more~~on ~~than~~our ~~expected~~results ~~due~~of tooperations ~~changes~~and inreturns ~~supply~~to ~~and~~our ~~demand;~~stockholders.

●We ~~construction~~may ~~and~~invest ~~sales~~in ~~may~~properties ~~not~~on which developments or improvements are to be constructed or completed. onAs ~~time~~such, ~~resulting~~we inmay abe ~~cost~~subject ~~increase;~~to the risks associated with development and construction activities including the following:

•

●long weperiods ~~may~~of ~~not~~time ~~be able to acquire or we~~ may ~~pay~~elapse ~~too~~between ~~much for~~ the ~~land~~commencement weand ~~acquire~~the ~~for~~completion ~~new~~of ~~developments~~our ~~or properties~~projects;

•

41our original estimates may not be accurate and our actual construction and development costs may exceed those estimates;

•

~~Table~~the level of ~~Contents~~interest of potential tenants for a recently launched development may be low;

● we may be unable to obtain construction financing for development activities on favorable terms, including but not limited to interest rates, term and/or loan-to-value ratios, or at all, which could cause us to delay or even abandon potential developments;41

●Table ~~labor~~of ~~may be in limited availability;~~Contents

•

●construction wematerials ~~may~~and ~~abandon~~equipment ~~development~~may ~~opportunities~~be ~~that~~unavailable weor ~~have~~cost ~~already~~more ~~begun~~than toexpected ~~explore,~~due ~~and we may fail~~ to ~~recover~~changes ~~expenses already incurred~~ in ~~connection~~supply ~~with~~and ~~exploring such development opportunities~~demand;

•

●construction ~~availability~~ and ~~timely~~sales ~~receipt~~may ofnot ~~zoning,~~be ~~occupancy~~completed ~~and~~on ~~other~~time, ~~regulatory~~resulting ~~approvals~~in ~~and~~a ~~required~~cost ~~governmental permits and authorizations~~increase; ~~and~~

•

●we ~~changes~~may innot ~~tax,~~be ~~real~~able ~~estate~~to ~~and~~acquire ~~zoning~~or ~~laws~~we may bepay ~~unfavorable~~too tomuch ~~us.~~for the land we acquire for new developments or properties;

•

Inwe ~~addition, our reputation and the construction quality of our real estate developments, whether operated individually or through partnerships,~~ may be ~~determining~~unable ~~factors for our ability~~ to ~~lease~~obtain ~~space.~~construction ~~The~~financing ~~timely~~for ~~delivery~~development ofactivities ~~real~~on ~~estate~~favorable ~~projects and the quality of our developments~~terms, ~~however,~~including ~~depend~~but onnot ~~certain~~limited ~~factors~~to ~~beyond~~interest ~~our full control~~rates, ~~including~~term ~~the quality~~ and/or ~~timeliness of construction materials delivered~~ loan-to-value usratios, ~~weather and labor conditions. If one~~ or ~~more~~at ~~problems affect our real estate developments~~all, ~~our~~which ~~reputation~~could ~~and~~cause ~~future~~us ~~performance~~to ~~may~~delay beor ~~negatively~~even ~~affected~~abandon ~~and~~potential ~~we may be exposed to civil liability.~~developments;

•

~~Delays~~labor ~~in the development and construction of properties~~ may ~~have~~be ~~adverse~~in ~~effects~~limited ~~on portfolio diversification, results of operations and returns to our stockholders.~~availability;

•

If we ~~experience~~may ~~delays~~abandon ~~in the~~ development ofopportunities ~~our~~that ~~real~~we ~~properties,~~have italready ~~could~~begun ~~adversely affect your return. When properties are acquired prior~~ to ~~the start of construction or during the early stages of construction~~explore, ~~it may take several months or longer to complete construction, to rent available space,~~ and ~~for rent payments to commence. Therefore,~~ we may ~~not~~fail ~~receive any income from these properties and our ability~~ to ~~pay~~recover ~~distributions~~expenses toalready ~~you~~incurred ~~could suffer. If we are delayed~~ in ~~the~~connection ~~completion~~with ofexploring ~~any~~ such ~~construction~~development project, our tenants may have the right to terminate preconstruction leases for space at such newly developed project. We may incur additional risks when we make periodic progress payments or other advances to builders prior to completion of construction. Each of these factors could result in increased costs of a project or loss of our investment. In addition, we will be subject to normal lease-up risks relating to newly-constructed projects. Furthermore, the price we agree to pay for a property will be based on our projections of rental income and expenses and estimates of the fair market value of the property upon completion of construction. If our projections are inaccurate, we may pay too much for a property.opportunities;

•

~~Certain~~availability and timely receipt of ~~our~~zoning, ~~investments~~occupancy ~~may~~and ~~have~~other ~~additional~~regulatory ~~capital~~approvals ~~requirements.~~and required governmental permits and authorizations; and

•

~~Certain~~changes ~~of our investments, including those that may be~~ in ~~a development phase~~tax, ~~are~~real ~~expected~~estate ~~to require additional financing to satisfy their working capital requirements or development strategies. The amount of such additional financing needed will depend upon the maturity~~ and ~~objectives~~zoning oflaws ~~the particular asset, and such financings~~ may be ~~only available at an~~ unfavorable ~~rate at such time. Each round of financing (whether from us or other investors) is typically intended~~ to provide enough capital to reach the next major milestone in an asset’s lifecycle. If the funds provided are not sufficient, additional capital may be required to be raised at a price unfavorable to the existing investors, including us. In addition, we may make additional debt and equity investments or exercise warrants, options, convertible securities or other rights that were acquired in the initial investment in such property in order to preserve our proportionate ownership when a subsequent financing is planned, or to protect our investment when such property’s performance does not meet expectations. The availability of capital is generally a function of capital market conditions that are beyond our control. There can be no assurance that we will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Failure to provide sufficient additional capital with respect to an investment could adversely affect our performance.

42In addition, our reputation and the construction quality of our real estate developments, whether operated individually or through partnerships, may be determining factors for our ability to lease space. The timely delivery of real estate projects and the quality of our developments, however, depend on certain factors beyond our full control, including the quality and timeliness of construction materials delivered to us, weather and labor conditions. If one or more problems affect our real estate developments, our reputation and future performance may be negatively affected and we may be exposed to civil liability.

~~Table~~Delays in the development and construction of ~~Contents~~properties may have adverse effects on portfolio diversification, results of operations and returns to our stockholders.

~~Technological~~If we experience delays in the development of our real properties, it could adversely affect your return. When properties are acquired prior to the start of construction or ~~other~~during ~~innovations~~the early stages of construction, it may ~~disrupt~~take ~~the~~several ~~markets~~months or longer to complete construction, to rent available space, and ~~sectors~~for inrent ~~which~~payments to commence. Therefore, we ~~operate~~may not receive any income from these properties and ~~subject~~our usability to ~~increased~~pay ~~competition~~distributions orto ~~negatively~~you ~~impact~~could suffer. If we are delayed in the completion of any such construction project, our tenants may have the right to terminate preconstruction leases for space at such newly developed project. We may incur additional risks when we make periodic progress payments or other advances to builders prior to completion of construction. Each of these factors could result in increased costs of a project or loss of our ~~properties~~investment. In addition, we will be subject to normal lease-up risks relating to newly-constructed projects. Furthermore, the price we agree to pay for a property will be based on our projections of rental income and expenses and estimates of the fair market value of the property upon completion of construction. If our ~~properties~~projections are inaccurate, we may pay too much for a property.

InCertain ~~this period~~ of ~~rapid technological and commercial innovation, new businesses and approaches may be created that could affect us, tenants of~~ our ~~properties or our~~ investments ~~or alter the market practices that help frame our strategy. For example, our office properties~~ may behave ~~affected~~additional bycapital competition from shared office spaces (including co-working environments) and our warehouse industrial properties may be affected if supply chains evolve in a way that decreases the need for traditional warehousingrequirements. Any of these new approaches could damage our investments, significantly disrupt the market in which we operate and subject us to increased competition, which could materially and adversely affect our business, financial condition and results of investments. Moreover, given the pace of innovation in recent years, the impact on a particular investment may not be foreseeable at the time we make the investment. Furthermore, we could base investment decisions on views about the direction or degree of innovation that prove inaccurate and lead to losses.

WeCertain ~~could~~of our investments, including those that may be ~~negatively~~in ~~impacted~~a bydevelopment phase, are expected to require additional financing to satisfy their working capital requirements or development strategies. The amount of such additional financing needed will depend upon the ~~condition~~maturity and objectives of the ~~Federal~~particular ~~National~~asset, ~~Mortgage~~and ~~Association~~such financings may be only available at an unfavorable rate at such time. Each round of financing (~~“Fannie~~whether ~~Mae”~~from us or other investors) ~~and~~is typically intended to provide enough capital to reach the ~~Federal~~next ~~Home~~major ~~Loan~~milestone ~~Mortgage~~in ~~Corporation~~an ~~(“Freddie~~asset’s ~~Mac”)~~lifecycle. If the funds provided are not sufficient, additional capital may be required to be raised at a price unfavorable to the existing investors, including us. In addition, we may make additional debt and byequity ~~changes~~investments or exercise warrants, options, convertible securities or other rights that were acquired in ~~government~~the ~~support~~initial investment in such property in order to preserve our proportionate ownership when a subsequent financing is planned, or to protect our investment when such property’s performance does not meet expectations. The availability of capital is generally a function of capital market conditions that are beyond our control. There can be no assurance that we will be able to predict accurately the future capital requirements necessary for ~~multifamily~~success ~~housing~~or that additional funds will be available from any source. Failure to provide sufficient additional capital with respect to an investment could adversely affect our performance.

Fannie Mae and Freddie Mac are a major source of financing for multifamily real estate in the United States. We expect to utilize loan programs sponsored by these entities to finance certain multifamily investments. In September 2008, the U.S. government increased its control of Fannie Mae and Freddie Mac and placed both companies into a government conservatorship under the Federal Housing Finance Agency. In December 2009, the U.S. Treasury increased its financial support for these conservatorships. In February 2011, the Obama administration released its blueprint for winding down Fannie Mae and Freddie Mac and for reforming the system of housing finance. Since that time, members of Congress have introduced and Congressional committees have considered a substantial number of bills that include comprehensive or incremental approaches to winding down Fannie Mae and Freddie Mac or changing their purposes, businesses or operations. A decision by the U.S. government to eliminate or downscale Fannie Mae or Freddie Mac or to reduce government support for multifamily housing more generally may adversely affect interest rates, capital availability, development of multifamily communities and the value of multifamily assets and, as a result, may adversely affect our future growth and operations. Any potential reduction in loans, guarantees and credit-enhancement arrangements from Fannie Mae and Freddie Mac could jeopardize the effectiveness of the multifamily sector’s derivative securities market, potentially causing breaches in loan covenants, and through reduced loan availability, impact the value of multifamily assets, which could impair the value of a significant portion of multifamily communities. Specifically, the potential for a decrease in liquidity made available to the multifamily sector by Fannie Mae and Freddie Mac could:42

●Table ~~make~~of ~~it more difficult for us to secure new takeout financing for any multifamily development projects we acquire;~~Contents

●Technological ~~hinder~~or ~~our~~other ~~ability~~innovations may disrupt the markets and sectors in which we operate and subject us to ~~refinance~~increased ~~any~~competition ~~completed~~or ~~multifamily~~negatively ~~assets;~~impact the tenants of our properties and the value of our properties.

●In ~~decrease~~this ~~the~~period ~~amount~~ of ~~available~~rapid ~~liquidity~~technological and ~~credit~~commercial innovation, new businesses and approaches may be created that could affect us, tenants of our properties or our investments or alter the market practices that help frame our strategy. For example, our office properties may be ~~used~~affected by competition from shared office spaces (including co-working environments) and our warehouse industrial properties may be affected if supply chains evolve in a way that decreases the need for traditional warehousing. Any of these new approaches could damage our investments, significantly disrupt the market in which we operate and subject us to ~~broaden~~increased competition, which could materially and adversely affect our ~~portfolio~~business, ~~through~~financial condition and results of operations. Moreover, given the ~~acquisition~~pace of ~~multifamily~~innovation ~~assets;~~in recent years, the impact on a particular investment may not be foreseeable at the time we make the investment. Furthermore, we could base investment decisions on views about the direction or degree of innovation that prove inaccurate and lead to losses.

●We ~~require~~could usbe tonegatively ~~obtain~~impacted ~~other~~by ~~sources~~the condition of ~~debt~~the ~~capital~~Federal ~~with~~National ~~potentially~~Mortgage ~~different~~Association ~~terms~~(“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and by changes in government support for multifamily housing.

~~General~~Fannie ~~Risks~~Mae ~~Related~~and Freddie Mac are a major source of financing for multifamily real estate in the United States. We expect to ~~Investments~~utilize loan programs sponsored by these entities to finance certain multifamily investments. In September 2008, the U.S. government increased its control of Fannie Mae and Freddie Mac and placed both companies into a government conservatorship under the Federal Housing Finance Agency. In December 2009, the U.S. Treasury increased its financial support for these conservatorships. In February 2011, the Obama administration released its blueprint for winding down Fannie Mae and Freddie Mac and for reforming the system of housing finance. Since that time, members of Congress have introduced and Congressional committees have considered a substantial number of bills that include comprehensive or incremental approaches to winding down Fannie Mae and Freddie Mac or changing their purposes, businesses or operations. A decision by the U.S. government to eliminate or downscale Fannie Mae or Freddie Mac or to reduce government support for multifamily housing more generally may adversely affect interest rates, capital availability, development of multifamily communities and the value of multifamily assets and, as a result, may adversely affect our future growth and operations. Any potential reduction in ~~Real~~loans, ~~Estate~~guarantees ~~Related~~and ~~Securities~~credit-enhancement arrangements from Fannie Mae and Freddie Mac could jeopardize the effectiveness of the multifamily sector’s derivative securities market, potentially causing breaches in loan covenants, and through reduced loan availability, impact the value of multifamily assets, which could impair the value of a significant portion of multifamily communities. Specifically, the potential for a decrease in liquidity made available to the multifamily sector by Fannie Mae and Freddie Mac could:

•

~~Investments~~make init ~~real~~more ~~estate~~difficult ~~debt~~for ~~securities~~us ~~are subject~~ to ~~risks~~secure ~~including~~new ~~various~~takeout ~~credit~~financing ~~risks~~for ~~and~~any ~~early~~multifamily ~~redemption~~development ~~features,~~projects ~~which~~we ~~may materially adversely affect our results of operations and financial condition.~~acquire;

•

~~The~~hinder ~~debt~~our ~~securities~~ability and other interests in which we may invest may include secured or unsecured debt at various levels of an issuer’s capital structure. The real estate debt securities in which we may invest may not be protected by financial covenants or limitations upon additional indebtedness, may be illiquid or have limited liquidity, and may not be rated by a credit rating agency. Real estate debt securities are also subject to ~~other~~refinance ~~creditor~~any ~~risks,~~completed ~~including~~multifamily (i) the possibility that the debt will be uncollectible on account of applicable bankruptcy or similar laws affecting the enforcement of creditors’ rights, (ii) so-called lender liability claims by the issuer of the obligation and (iii) environmental liabilities that may arise with respect to collateral securing the obligations. Our investments may be subject to early redemption features, refinancing options, pre-payment options or similar provisions, which could result in the issuer repaying the principal on an obligation held by us earlier than expected, resulting in a lower return to us than anticipated, or reinvesting in a new obligation at a lower return to us.assets;

•

43decrease the amount of available liquidity and credit that could be used to broaden our portfolio through the acquisition of multifamily assets; and

•

~~Table~~require us to obtain other sources of ~~Contents~~debt capital with potentially different terms.

Debt-oriented real estate investments face a number of general market-related risks that can affect the creditworthiness of issuers, and modifications to certain loan structures and market terms make it more difficult to monitor and evaluate investments.43

~~Any~~Table ~~deterioration~~ of real estate fundamentals generally, and in the United States in particular, could negatively impact our performance by making it more difficult for issuers to satisfy their debt payment obligations, increasing the default risk applicable to issuers, and making it relatively more difficult for us to generate attractive risk-adjusted returns. Changes in general economic conditions will affect the creditworthiness of issuers and real estate collateral relating to our investments and may include economic and market fluctuations, casualty or condemnation losses, regulatory limitations on rents, decreases in property values, changes in the appeal of properties to tenants, changes in supply and demand for competing properties in an area (as a result, for instance, of overbuilding), fluctuations in real estate fundamentals (including average occupancy, operating income and room rates for hotel properties), the financial resources of tenants, changes in building, environmental, zoning and other laws, energy and supply shortages, various uninsured or uninsurable risks, natural disasters, political events, trade barriers, currency exchange controls, changes in government regulations (such as rent control), changes in real property tax rates and operating expenses, changes in interest rates, changes in the availability of debt financing which may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increases in borrowing rates, changes in consumer spending, outbreaks of an infectious disease, epidemics/pandemics or other serious public health concerns, negative developments in the economy or political climate that depress travel activity (including restrictions on travel or quarantines imposed), environmental liabilities, contingent liabilities on disposition of assets, acts of God, terrorist attacks, war (including the ongoing hostilities between Russia and Ukraine and between Israel and Hamas), changes in the demand for or real estate values generally and other factors that are beyond the control of our Adviser. Such changes may develop rapidly, and it may be difficult to determine the comprehensive impact of such changes on our investments, particularly for investments that may have inherently limited liquidity. These changes may also create significant volatility in the markets for our investments, which could cause rapid and large fluctuations in the values of such investments. Recent concerns about the real estate market, interest rates, inflation, energy costs and geopolitical issues have contributed to increased volatility and uncertainty in the markets. There can be no assurance that there will be a ready market for the resale of our debt investments because such investments may not be liquid. Illiquidity may result from the absence of an established market for the investments, as well as legal or contractual restrictions on their resale by us. The value of securities of companies which service the real estate business sector may also be affected by such risks.Contents

~~The~~Investments ~~operating~~in ~~and~~real ~~financial~~estate ~~risks~~debt ofsecurities ~~issuers~~are ~~and~~subject ~~the~~to ~~underlying~~risks ~~default~~including ~~risk~~various ~~across~~credit ~~capital~~risks ~~structures~~and early redemption features, which may materially adversely affect our results of operations and financial condition.

~~Our~~The debt securities ~~investments~~and ~~will~~other ~~involve~~interests ~~credit~~in ~~or default risk,~~ which iswe ~~the~~may ~~risk~~invest ~~that~~may aninclude ~~issuer~~secured or ~~borrower~~unsecured ~~will~~debt beat ~~unable~~various tolevels ~~make~~of ~~principal~~an ~~and~~issuer’s ~~interest~~capital ~~payments on its outstanding debt when due~~structure. The ~~risk of default and losses on~~ real estate debt ~~instruments~~securities ~~will~~in bewhich ~~affected~~we bymay ainvest ~~number~~may ofnot ~~factors,~~be ~~including~~protected ~~global,~~by ~~regional~~financial ~~and~~covenants ~~local~~or ~~economic~~limitations ~~conditions,~~upon ~~interest~~additional ~~rates~~indebtedness, ~~the~~may ~~commercial~~be ~~real~~illiquid ~~estate~~or ~~market~~have inlimited ~~general~~liquidity, ~~an issuer’s equity~~ and ~~the~~may ~~financial~~not ~~circumstances~~be ofrated ~~the~~by ~~issuer,~~a ascredit ~~well~~rating ~~as general economic conditions~~agency. ~~Such~~Real ~~default~~estate ~~risk~~debt ~~will~~securities ~~be heightened to the extent we make relatively junior investments in an issuer’s capital structure since such investments~~ are ~~structurally~~also ~~subordinate~~subject to ~~more~~other ~~senior~~creditor ~~tranches~~risks, inincluding ~~such~~(i) ~~issuer’s~~the ~~capital~~possibility ~~structure,~~that ~~and~~the ~~our~~debt ~~overall~~will ~~returns would~~ be ~~adversely~~uncollectible ~~affected~~on toaccount ~~the~~of ~~extent~~applicable ~~one~~bankruptcy or ~~more~~similar ~~issuers~~laws isaffecting ~~unable~~the toenforcement ~~meet~~of ~~its~~creditors’ ~~debt~~rights, ~~payment~~(ii) ~~obligations~~so-called ~~when~~lender ~~due.~~liability Toclaims by the ~~extent~~issuer weof ~~hold~~the anobligation ~~equity~~and or(iii) ~~debt~~environmental ~~interest~~liabilities inthat ~~any~~may ~~issuer~~arise ~~that~~with isrespect ~~unable~~ to ~~meet~~collateral ~~its~~securing ~~debt payment obligations, such equity or debt interest could become subordinated to~~ the ~~rights of such issuer’s creditors in a bankruptcy~~obligations. ~~See~~Our ~~“—We~~investments may ~~invest~~be ~~in subordinated debt, which is~~ subject to ~~greater~~early ~~credit~~redemption ~~risk~~features, ~~than~~refinancing ~~senior debt” below. Furthermore~~options, ~~the~~pre-payment ~~financial~~options ~~performance of one~~ or ~~more~~similar ~~issuers~~provisions, which could ~~deteriorate as a~~ result ~~of, among other things, adverse developments~~ in ~~their~~the ~~businesses,~~issuer ~~changes~~repaying in the ~~competitive~~principal ~~environment~~on or an ~~economic~~obligation ~~downturn.~~held Asby aus ~~result,~~earlier ~~underlying~~than ~~properties~~expected, orresulting ~~issuers~~in ~~that~~a welower ~~expected~~return to beus ~~stable~~than ~~may operate~~anticipated, or ~~expect~~reinvesting toin ~~operate, at~~ a ~~loss~~new orobligation ~~have~~at ~~significant fluctuations in ongoing operating results, may otherwise have~~ a ~~weak~~lower ~~financial~~return ~~condition or be experiencing financial distress and subject our investments~~ to ~~additional risk of loss and default~~us.

44Debt-oriented real estate investments face a number of general market-related risks that can affect the creditworthiness of issuers, and modifications to certain loan structures and market terms make it more difficult to monitor and evaluate investments.

~~Table~~Any deterioration of ~~Contents~~real estate fundamentals generally, and in the United States in particular, could negatively impact our performance by making it more difficult for issuers to satisfy their debt payment obligations, increasing the default risk applicable to issuers, and making it relatively more difficult for us to generate attractive risk-adjusted returns. Changes in general economic conditions will affect the creditworthiness of issuers and real estate collateral relating to our investments and may include economic and market fluctuations, casualty or condemnation losses, regulatory limitations on rents, decreases in property values, changes in the appeal of properties to tenants, changes in supply and demand for competing properties in an area (as a result, for instance, of overbuilding), fluctuations in real estate fundamentals (including average occupancy, operating income and room rates for hotel properties), the financial resources of tenants, changes in building, environmental, zoning and other laws, energy and supply shortages, various uninsured or uninsurable risks, natural disasters, political events, trade barriers, currency exchange controls, changes in government regulations (such as rent control), changes in real property tax rates and operating expenses, changes in interest rates, changes in the availability of debt financing which may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increases in borrowing rates, changes in consumer spending, outbreaks of an infectious disease, epidemics/pandemics or other serious public health concerns, negative developments in the economy or political climate that depress travel activity (including restrictions on travel or quarantines imposed), environmental liabilities, contingent liabilities on disposition of assets, acts of God, terrorist attacks, war (including the ongoing conflicts such as in the Middle East and other geopolitical events generally), changes in the demand for or real estate values generally and other factors that are beyond the control of our Adviser. Such changes may develop rapidly, and it may be difficult to determine the comprehensive impact of such changes on our investments, particularly for investments that may have inherently limited liquidity. These changes may also create significant volatility in the markets for our investments, which could cause rapid and large fluctuations in the values of such investments. Recent concerns about the real estate market, interest rates, inflation, energy costs, treaties and tariffs and geopolitical issues have contributed to increased volatility and uncertainty in the markets. There can be no assurance that there will be a ready market for the resale of our debt investments because such investments may not be liquid. Illiquidity may result from the absence of an established market for the investments, as well as legal or contractual restrictions on their resale by us. The value of securities of companies which service the real estate business sector may also be affected by such risks.

Our Adviser cannot predict whether economic conditions generally, and the conditions for real estate debt ~~investments~~investing in particular, will ~~face~~deteriorate ~~prepayment~~in ~~risk~~the future. Declines in the performance of the U.S. and ~~interest~~global ~~rate~~economies ~~fluctuations~~or ~~that~~in ~~may~~the ~~adversely~~real ~~affect~~estate debt markets could have a material adverse effect on our ~~results~~investment activities. In addition, market conditions relating to real estate debt investments have evolved since the global financial crisis of ~~operations~~2008 and ~~financial~~2009, ~~condition~~which has resulted in a modification to certain loan structures and market terms. For example, it has become increasingly difficult for real estate debt investors in certain circumstances to receive full transparency with respect to underlying investments because transactions are often effectuated on an indirect basis through pools or conduit vehicles rather than directly with the borrower. These and other similar changes in loan structures or market terms may make it more difficult for us to monitor and evaluate investments.

During periods of declining interest rates, the issuer of a security or borrower under a loan may exercise its option to prepay principal earlier than scheduled, forcing us to reinvest the proceeds from such prepayment in lower-yielding investments, which may result in a decline in our return. Debt investments frequently have call features that allow the issuer to redeem the security at dates prior to its stated maturity at a specified price (typically greater than par) only if certain prescribed conditions are met. An issuer may choose to redeem debt if, for example, the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer. In addition, the market price of our investments will change in response to changes in interest rates and other factors. During periods of declining interest rates, the market price of fixed-rate debt investments generally rises. Conversely, during periods of rising interest rates, the market price of such investments generally declines. The magnitude of these fluctuations in the market price of debt investments is generally greater for securities with longer maturities. Increases in interest rates could negatively impact the price of debt instruments and could adversely affect the value of any debt investments we make and the NAV per share of our common stock.44

~~Reinvestment~~Table ~~risk~~of ~~could affect the price for our shares or their overall returns.~~Contents

~~Reinvestment~~The ~~risk~~operating isand ~~the~~financial ~~risk~~risks ~~that~~of ~~income~~issuers ~~from~~and ~~our portfolio will decline if we invest~~ the ~~proceeds~~underlying ~~from~~default ~~matured,~~risk ~~traded~~across orcapital ~~called~~structures ~~securities~~may atadversely ~~market~~affect ~~interest rates that are below~~ our ~~real~~results ~~estate debt portfolio’s then-current earnings rate. A decline in income could affect the NAV~~ of ~~our~~operations ~~shares~~and orfinancial ~~their overall returns~~condition.

~~Some~~Our securities investments will involve credit or default risk, which is the risk that an issuer or borrower will be unable to make principal and interest payments on its outstanding debt when due. The risk of ~~our~~default ~~securities~~and losses on real estate debt instruments will be affected by a number of factors, including global, regional and local economic conditions, interest rates, the commercial real estate market in general, an issuer’s equity and the financial circumstances of the issuer, as well as general economic conditions. Such default risk will be heightened to the extent we make relatively junior investments ~~may~~in ~~become~~an ~~distressed~~issuer’s capital structure since such investments are structurally subordinate to more senior tranches in such issuer’s capital structure, ~~which~~and ~~securities~~our overall returns would ~~have~~be adversely affected to the extent one or more issuers is unable to meet its debt payment obligations when due. To the extent we hold an equity or debt interest in any issuer that is unable to meet its debt payment obligations, such equity or debt interest could become subordinated to the rights of such issuer’s creditors in a ~~high~~bankruptcy. See “—We may invest in subordinated debt, which is subject to greater credit risk than senior debt” below. Furthermore, the financial performance of ~~default~~one ~~and~~or more issuers could deteriorate as a result of, among other things, adverse developments in their businesses, changes in the competitive environment or an economic downturn. As a result, underlying properties or issuers that we expected to be stable may operate, or expect to operate, at a loss or have significant fluctuations in ongoing operating results, may otherwise have a weak financial condition or be ~~illiquid~~experiencing financial distress and subject our investments to additional risk of loss and default.

~~Although~~Our itdebt ~~is generally anticipated that our~~ investments ~~in real estate related securities~~ will ~~focus~~face ~~primarily~~prepayment onrisk ~~non-distressed~~and ~~real~~interest ~~estate~~rate ~~(based~~fluctuations ~~on our belief~~ that ~~there is a high likelihood of repayment), our investments~~ may ~~become~~adversely ~~distressed~~affect ~~following~~ our ~~acquisition~~results ~~thereof.~~of ~~Additionally,~~operations weand ~~may~~financial ~~invest in real estate debt instruments that we believe are available to purchase at “discounted” rates or “undervalued” prices~~condition. Purchasing real estate debt at what may appear to be “undervalued” or “discounted” levels is no guarantee that these investments will generate attractive returns to us or will not be subject to further reductions in value. There is no assurance that such investments can be acquired at favorable prices, that such investments will not default or that the market for such interests will improve. In addition, the market conditions for real estate debt investments may deteriorate further, which could have an adverse effect on the performance of our investments.

During anperiods ~~economic~~of ~~downturn~~declining orinterest ~~recession~~rates, ~~securities~~the issuer of ~~financially~~a ~~troubled~~security or ~~operationally~~borrower ~~troubled~~under ~~issuers~~a ~~are~~loan ~~more~~may ~~likely~~exercise its option to goprepay ~~into~~principal ~~default~~earlier than ~~securities~~scheduled, offorcing ~~other~~us ~~issuers~~to reinvest the proceeds from such prepayment in lower-yielding investments, which may result in a decline in our return. ~~Securities~~Debt ofinvestments ~~financially~~frequently ~~troubled~~have ~~issuers~~call ~~and~~features ~~operationally~~that ~~troubled~~allow ~~issuers~~the ~~are~~issuer ~~less~~to ~~liquid~~redeem ~~and~~the ~~more~~security ~~volatile~~at ~~than~~dates ~~securities~~prior ofto ~~companies~~its ~~not~~stated ~~experiencing~~maturity ~~financial~~at ~~difficulties.~~a ~~The~~specified ~~market~~price ~~prices~~(typically ofgreater ~~such~~than ~~securities~~par) only if certain prescribed conditions are ~~subject~~met. An issuer may choose to ~~erratic~~redeem ~~and~~debt ~~abrupt~~if, ~~market~~for ~~movements~~example, ~~and~~the issuer can refinance the ~~spread~~debt ~~between~~at ~~bid~~a ~~and~~lower ~~asked~~cost ~~prices~~due ~~may~~to bedeclining ~~greater~~interest ~~than~~rates ~~normally~~or ~~expected.~~an ~~Investment~~improvement in the ~~securities~~credit standing of ~~financially~~the ~~troubled~~issuer. ~~issuers~~In addition, the market price of our investments will change in response to changes in interest rates and ~~operationally~~other ~~troubled~~factors. ~~issuers~~During ~~involves~~periods aof ~~high~~declining ~~degree~~interest rates, the market price of ~~credit~~fixed-rate ~~and~~debt investments generally rises. Conversely, during periods of rising interest rates, the market ~~risk~~price of such investments generally declines. ~~There~~The magnitude of these fluctuations in the market price of debt investments is nogenerally ~~assurance~~greater ~~that~~for ~~our~~securities ~~Adviser~~with ~~will~~longer ~~correctly~~maturities. ~~evaluate~~Increases in interest rates could negatively impact the ~~value~~price of debt instruments and could adversely affect the ~~assets~~value ~~collateralizing~~of ~~such~~any debt investments orwe ~~the~~make ~~prospects~~and ~~for~~the aNAV ~~successful~~per ~~reorganization~~share orof ~~similar~~our ~~action~~common stock.

~~These~~Reinvestment ~~financial~~risk difficulties may never be overcome and may cause issuers to become subject to bankruptcy or other similar administrative proceedings, or may require a substantial amount of workout negotiations or restructuring, which may entail, among other things, an extension of the term, a substantial reduction in the interest rate, a substantial writedown of the principal of such investment and other concessions, which could ~~adversely~~ affect ~~our returns on~~ the ~~investment.~~price ~~There~~for isour ashares ~~possibility that we may incur substantial~~ or ~~total~~their ~~losses~~overall ~~on our investments and in certain circumstances, subject us to certain additional potential liabilities that may exceed the value of our original investment therein~~returns.

45Reinvestment risk is the risk that income from our portfolio will decline if we invest the proceeds from matured, traded or called securities at market interest rates that are below our real estate debt portfolio’s then-current earnings rate. A decline in income could affect the NAV of our shares or their overall returns.

~~Table~~Some of ~~Contents~~our securities investments may become distressed, which securities would have a high risk of default and may be illiquid.

~~Under~~Although ~~certain~~it ~~circumstances,~~is agenerally ~~lender~~anticipated ~~who~~that ~~has~~our ~~inappropriately~~investments ~~exercised~~in ~~control~~real ~~over~~estate ~~the~~related ~~management~~securities ~~and~~will ~~policies~~focus ofprimarily aon ~~debtor~~non-distressed ~~may~~real ~~have~~estate ~~its~~(based ~~claims~~on ~~subordinated~~our orbelief ~~disallowed~~that orthere ~~may~~is bea ~~found~~high ~~liable~~likelihood ~~for~~of ~~damages~~repayment), ~~suffered~~our byinvestments ~~parties~~may asbecome adistressed ~~result~~following ofour ~~such~~acquisition ~~actions~~thereof. InAdditionally, ~~any~~we ~~reorganization~~may orinvest ~~liquidation~~in ~~proceeding~~real ~~relating~~estate todebt ~~our~~instruments ~~investments,~~that we ~~may~~believe ~~lose~~are ~~our~~available ~~entire~~to ~~investment,~~purchase ~~may~~at be“discounted” ~~required~~rates ~~to accept cash~~ or ~~securities~~“undervalued” ~~with~~prices. aPurchasing ~~value~~real ~~less~~estate ~~than~~debt ~~our~~at ~~original~~what ~~investment and~~ may beappear ~~required~~ to ~~accept~~be ~~different~~“undervalued” ~~terms,~~or ~~including~~“discounted” ~~payment~~levels ~~over~~is anno ~~extended~~guarantee ~~period~~that ofthese ~~time.~~investments Inwill ~~addition,~~generate ~~under~~attractive ~~certain~~returns ~~circumstances payments~~ to us ~~may be reclaimed if any such payment~~ or ~~distribution~~will isnot ~~later~~be ~~determined~~subject to ~~have~~further ~~been~~reductions ain ~~fraudulent~~value. ~~conveyance,~~There ~~preferential~~is ~~payment~~no orassurance ~~similar~~that ~~transactions~~such ~~under~~investments ~~applicable~~can ~~bankruptcy~~be ~~and~~acquired ~~insolvency~~at ~~laws.~~favorable ~~Furthermore~~prices, ~~bankruptcy~~that ~~laws~~such ~~and~~investments ~~similar~~will ~~laws~~not ~~applicable~~default toor ~~administrative~~that ~~proceedings~~the ~~may~~market ~~delay~~for ~~our~~such ~~ability~~interests towill ~~realize~~improve. onIn ~~collateral for loan positions we held~~addition, ~~or may adversely affect~~ the ~~economic~~market ~~terms~~conditions ~~and~~for ~~priority~~real ofestate ~~such~~debt ~~loans~~investments ~~through doctrines such as equitable subordination or~~ may ~~result~~deteriorate infurther, awhich ~~restructure~~could ofhave ~~the~~an ~~debt~~adverse ~~through~~effect ~~principles~~on ~~such as~~ the ~~“cramdown”~~performance ~~provisions~~ of ~~the~~our ~~bankruptcy laws~~investments.

~~However,~~During ~~even~~an ifeconomic adownturn ~~restructuring~~or ~~were successfully accomplished~~recession, asecurities ~~risk exists that, upon maturity~~ of ~~such~~financially ~~investment,~~troubled ~~replacement~~or ~~“takeout”~~operationally ~~financing~~troubled ~~will~~issuers ~~not~~are bemore ~~available,~~likely ~~resulting in an inability by the issuer~~ to ~~repay~~go ~~the~~into ~~investment.~~default ~~Although~~than ~~unlikely,~~securities itof isother ~~possible that our Adviser may find it necessary or desirable to foreclose on collateral securing one or more real estate debt instruments we acquire~~issuers. ~~The~~Securities ~~foreclosure~~of ~~process~~financially ~~varies~~troubled ~~jurisdiction~~issuers ~~by jurisdiction~~ and ~~can~~operationally betroubled ~~lengthy~~issuers ~~and~~are ~~expensive.~~less ~~Issuers~~liquid ~~often resist foreclosure actions by asserting numerous claims, counterclaims~~ and ~~defenses~~more ~~against~~volatile ~~the~~than ~~holder~~securities of acompanies ~~real~~not ~~estate~~experiencing ~~loan,~~financial ~~including,~~difficulties. ~~without~~The ~~limitation,~~market ~~lender~~prices ~~liability~~of ~~claims and defenses, even when~~ such ~~assertions~~securities ~~may~~are ~~have~~subject ~~no basis in fact, in an effort~~ to ~~prolong~~erratic ~~the~~and ~~foreclosure~~abrupt ~~action,~~market ~~which~~movements ~~often prolongs~~ and ~~complicates~~the anspread ~~already~~between ~~difficult~~bid and ~~time-consuming~~asked ~~process.~~prices Inmay ~~some~~be ~~states~~greater orthan ~~other~~normally ~~jurisdictions, foreclosure actions can take up to several years or more to conclude~~expected. ~~During~~Investment ~~the~~in ~~foreclosure proceedings, an issuer may have~~ the ~~ability~~securities toof ~~file~~financially ~~for~~troubled ~~bankruptcy,~~issuers ~~potentially staying the foreclosure action~~ and ~~further~~operationally ~~delaying~~troubled ~~the~~issuers ~~foreclosure~~involves ~~process. Foreclosure litigation tends to create~~ a ~~negative~~high ~~public~~degree ~~image~~ of ~~the~~credit ~~collateral property~~ and ~~may~~market ~~result~~risk. inThere ~~disrupting~~is ~~ongoing~~no ~~leasing,~~assurance ~~management,~~that ~~development~~our ~~and~~Adviser ~~other~~will ~~operations~~correctly ofevaluate the ~~property.~~value Inof the ~~event~~assets wecollateralizing ~~foreclose~~such oninvestments anor ~~investment, we will be subject to~~ the ~~risks~~prospects ~~associated~~for ~~with~~a ~~owning~~successful ~~and~~reorganization ~~operating~~or ~~real~~similar ~~estate~~action.

~~We may invest in subordinated debt, which is subject to greater credit risk than senior debt.~~45

WeTable ~~may from time to time invest in debt instruments, including junior tranches~~ of CMBS, that are subordinated in an issuer’s capital structure. To the extent we invest in subordinated debt of an issuer’s capital structure, including subordinated CMBS bonds, such investments and our remedies with respect thereto, including the ability to foreclose on any collateral securing such investments, will be subject to the rights of holders of more senior tranches in an issuer’s capital structure and, to the extent applicable, contractual inter-creditor, co-lender and participation agreement provisions.Contents

~~Investments~~These infinancial ~~subordinated~~difficulties ~~debt~~may ~~involve~~never ~~greater~~be ~~credit~~overcome ~~risk~~and ofmay ~~default~~cause ~~and~~issuers ~~loss~~to ~~than~~become ~~the~~subject ~~more~~to ~~senior~~bankruptcy ~~classes~~ or ~~tranches~~other ofsimilar ~~debt~~administrative inproceedings, anor ~~issuer’s~~may ~~capital~~require ~~structure.~~a ~~Subordinated~~substantial ~~tranches~~amount of ~~debt~~workout ~~instruments~~negotiations ~~(including~~or ~~CMBS)~~restructuring, ~~absorb~~which ~~losses~~may ~~from~~entail, ~~default~~among ~~before~~ other ~~more~~things, ~~senior~~an ~~tranches~~extension of ~~such~~the ~~instruments~~term, ~~which creates~~ a ~~risk~~substantial ~~particularly~~reduction ifin ~~such~~the ~~instruments~~interest ~~(or~~rate, ~~securities)~~a ~~have~~substantial ~~been~~writedown ~~issued~~of ~~with~~the ~~little~~principal orof nosuch ~~credit~~investment ~~enhancement~~and orother ~~equity.~~concessions, Aswhich acould ~~result,~~adversely toaffect ~~the~~our ~~extent~~returns weon ~~invest~~the ininvestment. ~~subordinate~~There ~~debt~~is ~~instruments~~a ~~(including~~possibility ~~CMBS),~~that we ~~would~~may ~~likely~~incur ~~receive~~substantial ~~payments~~ or ~~interest~~total ~~distributions~~losses ~~after,~~on ~~and~~our ~~must~~investments ~~bear~~and ~~the~~in ~~effects~~certain ofcircumstances, ~~losses~~subject orus ~~defaults~~to ~~before,~~certain ~~the~~additional ~~holders~~potential ofliabilities ~~other~~that ~~more~~may ~~senior~~exceed ~~tranches~~the value of ~~debt~~our ~~instruments~~original ~~with~~investment ~~respect to such issuer~~therein.

~~Certain~~Under ~~risks~~certain ~~associated~~circumstances, a lender who has inappropriately exercised control over the management and policies of a debtor may have its claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In any reorganization or liquidation proceeding relating to our investments, we may lose our entire investment, may be required to accept cash or securities with ~~CMBS~~a value less than our original investment and may be required to accept different terms, including payment over an extended period of time. In addition, under certain circumstances payments to us may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment or similar transactions under applicable bankruptcy and insolvency laws. Furthermore, bankruptcy laws and similar laws applicable to administrative proceedings may delay our ability to realize on collateral for loan positions we held, or may adversely affect ~~our~~the ~~results~~economic terms and priority of ~~operations~~such ~~and~~loans ~~financial~~through ~~condition~~doctrines such as equitable subordination or may result in a restructure of the debt through principles such as the “cramdown” provisions of the bankruptcy laws.

WeHowever, ~~may~~even ~~invest~~if a ~~portion~~restructuring ofwere ~~our~~successfully ~~assets~~accomplished, ina ~~pools~~risk orexists ~~tranches~~that, upon maturity of ~~CMBS~~such investment, ~~including~~replacement ~~horizontal~~“takeout” ~~and~~financing ~~other~~will ~~risk-retention~~not ~~investments~~be available, resulting in an inability by the issuer to repay the investment. ~~The~~Although ~~collateral~~unlikely, ~~underlying~~it ~~CMBS~~is ~~generally~~possible ~~consists~~that ofour ~~commercial~~Adviser ~~mortgages~~may find it necessary or desirable to foreclose on collateral securing one or more real ~~property~~estate ~~that~~debt ~~has~~instruments awe ~~multifamily~~acquire. orThe ~~commercial~~foreclosure ~~use~~process varies jurisdiction by jurisdiction and can be lengthy and expensive. Issuers often resist foreclosure actions by asserting numerous claims, ~~such~~counterclaims asand ~~retail~~defenses ~~space~~against the holder of a real estate loan, ~~office~~including, ~~buildings~~without limitation, ~~warehouse~~lender ~~property~~liability claims and ~~hotels~~defenses, ~~and~~even ~~which~~when ~~from~~such ~~time~~assertions may have no basis in fact, in an effort to prolong the foreclosure action, which often prolongs and complicates an already difficult and time-consuming ~~may~~process. ~~include~~In ~~assets~~some states or ~~properties~~other ~~owned~~jurisdictions, ~~directly~~foreclosure oractions ~~indirectly~~can bytake ~~one~~up to several years or more ~~Other~~to ~~EQT~~conclude. ~~Real~~During ~~Estate~~the ~~Accounts.~~foreclosure ~~CMBS~~proceedings, ~~have~~an ~~been~~issuer ~~issued~~may inhave athe ~~variety~~ability ofto ~~issuances~~file for bankruptcy, ~~with~~potentially ~~varying~~staying ~~structures~~the ~~including~~foreclosure ~~senior~~action and ~~subordinated~~further ~~classes~~delaying the foreclosure process. ~~See~~Foreclosure ~~also~~litigation tends to create a negative public image of the ~~risks~~collateral ~~described~~property ~~below~~and may result in ~~“—The~~disrupting ~~CMBS~~ongoing inleasing, ~~which~~management, development and other operations of the property. In the event we ~~may~~foreclose ~~invest~~on ~~are~~an ~~subject~~investment, towe ~~all~~will ofbe subject to the risks ofassociated ~~the~~with ~~underlying~~owning ~~commercial~~and ~~mortgage~~operating ~~loans~~real estate.”

46We may invest in subordinated debt, which is subject to greater credit risk than senior debt.

~~Table~~We may from time to time invest in debt instruments, including junior tranches of ~~Contents~~CMBS, that are subordinated in an issuer’s capital structure. To the extent we invest in subordinated debt of an issuer’s capital structure, including subordinated CMBS bonds, such investments and our remedies with respect thereto, including the ability to foreclose on any collateral securing such investments, will be subject to the rights of holders of more senior tranches in an issuer’s capital structure and, to the extent applicable, contractual inter-creditor, co-lender and participation agreement provisions.

~~Mortgage-backed~~Investments ~~securities~~in ~~may~~subordinated ~~also~~debt ~~have~~involve ~~structural~~greater ~~characteristics~~credit ~~that~~risk ~~distinguish~~of ~~them~~default ~~from~~and ~~other~~loss ~~securities.~~than ~~The~~the ~~interest~~more ~~rate~~senior ~~payable~~classes onor ~~these~~tranches ~~types~~ of ~~securities~~debt ~~may~~in bean ~~set~~issuer’s orcapital ~~effectively capped at the weighted-average net coupon of the underlying assets themselves~~structure. AsSubordinated atranches ~~result~~ of ~~this~~debt ~~cap,~~instruments ~~the~~(including ~~return~~CMBS) toabsorb ~~investors~~losses infrom ~~such~~default abefore ~~security~~other ~~would~~more besenior ~~dependent~~tranches ~~on the relevant timing and rate~~ of ~~delinquencies~~such ~~and~~instruments, ~~prepayments~~which ofcreates ~~mortgage loans bearing~~ a ~~higher~~risk ~~rate~~particularly ofif ~~interest.~~such Ininstruments ~~general,~~(or ~~early~~securities) ~~prepayments~~have ~~will~~been ~~have~~issued awith ~~greater~~little ~~impact~~or onno ~~the~~credit ~~yield~~enhancement toor ~~investors~~equity. ~~Federal~~As ~~and~~a ~~state~~result, ~~law may also affect the return~~ to ~~investors by capping~~ the ~~interest~~extent ~~rates~~we ~~payable~~invest byin ~~certain~~subordinate ~~mortgagors.~~debt ~~Certain~~instruments ~~mortgage-backed~~(including ~~securities~~CMBS), ~~may~~we ~~provide~~would ~~for~~likely ~~the~~receive ~~payment~~payments ofor ~~only~~ interest ~~for~~distributions ~~a stated period of time. In addition~~after, inand amust ~~bankruptcy~~bear ~~or similar proceeding involving~~ the ~~originator~~effects ~~or the servicer~~ of ~~the~~losses ~~CMBS (often the same entity~~ or andefaults ~~affiliate)~~before, the ~~assets~~holders of ~~the~~other ~~issuer~~more ofsenior ~~such~~tranches ~~securities~~of ~~could~~debt beinstruments ~~treated~~with asrespect ~~never having been truly sold~~ to ~~the issuer and could be substantively consolidated with those of the originator, or the transfer of~~ such ~~assets to the~~ issuer ~~could be voided as a fraudulent transfer~~.

~~The~~Certain ~~credit~~risks ~~markets,~~associated ~~including~~with ~~the~~ CMBS ~~market,~~may ~~have~~adversely ~~periodically~~affect ~~experienced decreased liquidity on the primary and secondary markets during periods of market volatility. Such market conditions could re-occur and would impact the valuations of~~ our ~~investments~~results ~~and impair our ability to sell such investments if we were required to liquidate all or a portion~~ of ~~our~~operations ~~CMBS investments quickly. Additionally, certain of our securities investments, such as horizontal or other risk-retention investments in CMBS, may have certain holding period~~ and ~~other~~financial ~~restrictions that limit our ability to sell such investments~~condition.

~~Concentrated~~We may invest a portion of our assets in pools or tranches of CMBS, ~~investments~~including ~~may~~horizontal ~~pose~~and ~~specific~~other ~~risks~~risk-retention ~~beyond~~investments. ~~the~~The ~~control~~collateral underlying CMBS generally consists of ~~our~~commercial ~~Adviser~~mortgages on real property that has a multifamily or commercial use, such as retail space, office buildings, warehouse property and hotels, and which from time to time may ~~adversely~~include ~~affect~~assets ~~our~~or ~~results~~properties owned directly or indirectly by one or more Other EQT Real Estate Accounts. CMBS have been issued in a variety of ~~operations~~issuances, with varying structures including senior and ~~financial~~subordinated ~~condition~~classes. See also the risks described below in “—The CMBS in which we may invest are subject to all of the risks of the underlying commercial mortgage loans.”

Default risks with respect to CMBS investments may be further pronounced in the case of single-issuer CMBS or CMBS secured by a small or less diverse collateral pool, such as single-asset, single-borrower CMBS. At any one time, a portfolio of CMBS may be backed by commercial mortgage loans disproportionately secured by properties in only a few states, regions or foreign countries. As a result, such investments may be more susceptible to geographic risks relating to such areas, including adverse economic conditions, declining home values, adverse events affecting industries located in such areas and other factors beyond the control of our Adviser relative to investments in multi-issuer CMBS or a pool of mortgage loans having more diverse property locations.46

~~There~~Table ~~are certain risks associated with the insolvency~~ of ~~obligations backing CMBS and other investments.~~Contents

~~The~~Mortgage-backed ~~real~~securities ~~estate~~may ~~loans~~also ~~backing~~have ~~CMBS~~structural ~~and~~characteristics ~~other~~that ~~investments~~distinguish ~~may~~them befrom ~~subject~~other tosecurities. ~~various~~The ~~laws~~interest ~~enacted~~rate inpayable ~~the~~on ~~jurisdiction~~these ortypes ~~state~~ of ~~the~~securities ~~borrower~~may ~~for~~be ~~the~~set ~~protection~~or ofeffectively ~~creditors.~~capped Ifat anthe ~~unpaid~~weighted-average ~~creditor~~net ~~files~~coupon aof ~~lawsuit seeking payment,~~ the ~~court~~underlying ~~may~~assets ~~invalidate~~themselves. ~~all~~As ora ~~part~~result of ~~the~~this ~~borrower’s~~cap, ~~debt~~the asreturn ato ~~fraudulent~~investors ~~conveyance,~~in ~~subordinate~~ such ~~indebtedness~~a tosecurity ~~existing~~would orbe ~~future~~dependent ~~creditors~~on of the ~~borrower~~relevant ortiming ~~recover~~and ~~amounts~~rate ~~previously~~of ~~paid~~delinquencies byand ~~the~~prepayments ~~borrower~~of inmortgage ~~satisfaction~~loans ofbearing ~~such~~a ~~indebtedness,~~higher ~~based~~rate onof ~~certain~~interest. ~~tests~~In ~~for~~general, ~~borrower~~early ~~insolvency~~prepayments ~~and~~will ~~other~~have ~~facts~~a ~~and~~greater ~~circumstances,~~impact ~~which~~on ~~may~~the ~~vary~~yield byto ~~jurisdiction~~investors. ~~There~~Federal ~~can~~and bestate nolaw ~~assurance~~may asalso toaffect ~~what~~the ~~standard~~return ato ~~court~~investors ~~would~~by ~~apply~~capping inthe ~~order~~interest torates ~~determine~~payable ~~whether~~by ~~the~~certain ~~borrower~~mortgagors. ~~was~~Certain ~~“insolvent”~~mortgage-backed ~~after~~securities ~~giving~~may ~~effect~~provide tofor the ~~incurrence~~payment of ~~the~~only ~~indebtedness~~interest ~~constituting~~for ~~the~~a ~~mortgage~~stated ~~backing~~period ~~the~~of ~~CMBS~~time. ~~and~~In ~~other investments~~addition, orin ~~that~~a ~~regardless~~bankruptcy ofor ~~the~~similar ~~method~~proceeding ofinvolving ~~valuation,~~the aoriginator ~~court~~or ~~would~~the ~~not~~servicer ~~determine~~of ~~that~~ the ~~borrower~~CMBS ~~was~~(often ~~“insolvent”~~the ~~after~~same ~~giving~~entity ~~effect~~or toan ~~such incurrence. In addition~~affiliate), in the ~~event~~assets of the ~~insolvency~~issuer of asuch ~~borrower,~~securities ~~payments~~could ~~made~~be ontreated ~~such~~as ~~mortgage~~never ~~loans~~having ~~could~~been betruly ~~subject~~sold to ~~avoidance~~the asissuer aand ~~“preference”~~could ifbe ~~made~~substantively ~~within~~consolidated awith ~~certain~~those ~~period~~ of ~~time~~the ~~(which~~originator, ~~may~~or bethe astransfer ~~long~~of assuch ~~one year~~assets ~~and~~to ~~one~~the ~~day)~~issuer ~~before~~could ~~insolvency~~be voided as a fraudulent transfer.

~~There~~The ~~are~~credit markets, including the CMBS market, have periodically experienced decreased liquidity on the primary and secondary markets during periods of market volatility. Such market conditions could re-occur and would impact the valuations of our investments and impair our ability to sell such investments if we were required to liquidate all or a portion of our CMBS investments quickly. Additionally, certain ~~risks~~of ~~associated~~our ~~with~~securities investments, such as horizontal or other risk-retention investments in CMBS, ~~interest~~may ~~shortfalls~~have certain holding period and other restrictions that limit our ability to sell such investments.

~~Our~~Concentrated CMBS investments may bepose ~~subject~~specific torisks ~~interest~~beyond ~~shortfalls due to interest collected from~~ the ~~underlying~~control ~~loans not being sufficient to pay accrued interest to all~~ of ~~the~~our ~~CMBS~~Adviser interest holders. Interest shortfalls to the CMBS trust will occur when the servicer does not advance full interest payments on defaulted loans. The servicer in a CMBS trust is required to advance monthly principal and interest payments due on a delinquent loan. Once a loan is delinquent for a period of time (generally 60 days), the servicer is required to obtain a new appraisal to determine the value of the property securing the loan. The servicer is only required to advance interest based on the lesser of the loan amount or 90%, generally, of the appraised value. Interest shortfalls occur when 90%, generally, of the appraised value is less than the loan amount and the servicer does not advance interest on the full loan amount. The resulting interest shortfalls impact interest payments on the most junior class in the trust first. As interest shortfalls increase, more senior classes may be impacted. Over time, senior classes may be reimbursed for accumulated shortfalls if the delinquent loans are resolved, but there is no guarantee that ~~shortfalls will be collected. Interest shortfalls to the CMBS trust~~ may ~~also~~adversely ~~occur~~affect asour aresults ~~result~~ of ~~accumulated~~operations ~~advances~~ and ~~expenses~~financial ~~on defaulted loans~~condition. When a defaulted loan or foreclosed property is liquidated, the servicer will be reimbursed for accumulated advances and expenses prior to payments to CMBS bond holders. If proceeds are insufficient to reimburse the servicer or if a defaulted loan is modified and not foreclosed, the servicer is able to make a claim on interest payments that is senior to the bond holders to cover accumulated advances and expenses. If the claim is greater than interest collected on the loans, interest shortfalls could impact one or more bond classes in an CMBS trust until the servicer’s claim is satisfied.

47Default risks with respect to CMBS investments may be further pronounced in the case of single-issuer CMBS or CMBS secured by a small or less diverse collateral pool, such as single-asset, single-borrower CMBS. At any one time, a portfolio of CMBS may be backed by commercial mortgage loans disproportionately secured by properties in only a few states, regions or foreign countries. As a result, such investments may be more susceptible to geographic risks relating to such areas, including adverse economic conditions, declining home values, adverse events affecting industries located in such areas and other factors beyond the control of our Adviser relative to investments in multi-issuer CMBS or a pool of mortgage loans having more diverse property locations.

~~Table~~There are certain risks associated with the insolvency of ~~Contents~~obligations backing CMBS and other investments.

The real estate loans backing CMBS inand ~~which~~other weinvestments may ~~invest~~be ~~are~~ subject to various laws enacted in the jurisdiction or state of the borrower for the protection of creditors. If an unpaid creditor files a lawsuit seeking payment, the court may invalidate all or part of the ~~risks~~borrower’s debt as a fraudulent conveyance, subordinate such indebtedness to existing or future creditors of the ~~underlying~~borrower ~~commercial~~or recover amounts previously paid by the borrower in satisfaction of such indebtedness, based on certain tests for borrower insolvency and other facts and circumstances, which may vary by jurisdiction. There can be no assurance as to what standard a court would apply in order to determine whether the borrower was “insolvent” after giving effect to the incurrence of the indebtedness constituting the mortgage backing the CMBS and other investments, or that regardless of the method of valuation, a court would not determine that the borrower was “insolvent” after giving effect to such incurrence. In addition, in the event of the insolvency of a borrower, payments made on such mortgage loans could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year and one day) before insolvency.

​Item 1. Business

Item 1.General Description of Business and Operations

●Investment provide an investment alternative for stockholders seeking to allocate a portion of their long-term investment portfolios to commercial real estate with lower volatility than listed public real estate companies.Strategy

TableInvestments ofin ContentsReal Estate and Real Estate Related Securities

8Borrowing Policies

9Our Taxation as a REIT

Competition

10Sustainability

●Human Aligning with industry standards such as Leadership in Energy and Environmental Design (“LEED”), Building Research Establishment Environmental Assessment Method (“BREEAM”), ENERGY STAR and others, as appropriate, to the specifics of each asset type; andCapital

HumanEconomic CapitalDependency

Conflicts of Interest

Available Information

​Item 1A. Risk Factors

●General riskRisks ofRelated propertyto obsolescence;Investments in Real Estate

Item 1. Business

Item 1A. Risk Factors

Filing Compare · EQT Exeter Real Estate Income Trust, Inc.