Disclosures and Risk Factors

There are substantial risks in any investment program. See “Risk Factors” on page 16 of the accompanying PPM for a discussion of the risks relevant to this Offering. Distributions are not guaranteed. Please review the entire PPM prior to investing. Reference is made to the PPM for a statement of risks and terms of the Offering. The information set forth herein is qualified in its entirety by the PPM. All prospective Purchasers must read the PPM and no person may invest without acknowledging receipt and complete review of the PPM.

An investment in an Interest is highly speculative and involves substantial risks including, but not limited to:
Risks and Disclosures
• this is a “best-efforts” offering with no minimum raise or minimum escrow requirements;
• the lack of liquidity and/or public market for the Interests;
• the holding of a beneficial interest in the Trust with no voting rights with respect to the management or operations of the Trust or in connection with the sale of the Property;
• risks associated with owning, financing, operating and leasing an industrial manufacturing facility, and real estate generally, in California, and more specifically the Riverside MSA;
• the Property is located in a region with high seismic risk or potential, which increases the risk of damage to the Property;
• the Tenant is engaged in the business of semiconductor manufacturing which is a highly competitive business characterized by rapidly evolving technology and thus the Tenant’s financial instability will materially and adversely affect the Master Tenant’s and the Trust’s operations;
• risks associated with the impact of pandemics, including the COVID-19 pandemic, on the Property and the economies of the community in which the Property exists;
• under the Tenant Lease, the Tenant is allowed to make certain permitted alterations to the Property which could adversely affect the Master Tenant’s ability to re-tenant the Property to a new tenant;
• the Property is highly specific to the Tenant’s semiconductor manufacturing operations, which may adversely affect the Master Tenant’s ability to re-tenant the Property;
• the Trust depends on the Master Tenant for revenue, and the Master Tenant depends on the Tenant for revenue and thus any default by the Master Tenant or the Tenant will adversely affect the Trust’s operations;
• performance of the Master Tenant under the Master Lease;
• reliance on the Master Tenant and the Property Manager engaged by the Master Tenant, to manage the Property;
• risks associated with the Master Tenant’s finances, including its limited capital, limited operating history, and the Demand Note that capitalizes the Master Tenant;
• risks relating to the terms of the financing for the Property, including the use of leverage;
• the existence of various conflicts of interest among the Sponsor, the Trust, the Master Tenant, the Asset Manager, the Property Manager, and their affiliates;
• material tax risks, including treatment of the Interests for purposes of Code Section 1031 and the use of exchange funds to pay acquisition costs, which may result in taxable boot;
• the Interests not being registered with the SEC or any state securities commissions;
• risks relating to the costs of compliance with laws, rules and regulations applicable to the Property;
• lack of diversity of investment; and
• environmental risks related to the Property, including a REC found therein.

NexPoint Securities, Inc., an entity under common control with the Sponsor, serves as the Managing Broker-Dealer of the Offering. The Managing Broker-Dealer was formed in November 2013 and is registered as a broker-dealer with the SEC and is a member of FINRA/SIPC.

PLEASE CONTACT YOUR ADVISOR WITH ANY QUESTIONS ABOUT THIS OFFERING