Risk Disclosures

The information contained herein does not constitute a distribution, an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such distribution or offer is not authorized. In particular, the information herein is not for distribution and does not constitute an offer to sell or the solicitation of any offer to buy any securities in the United States to or for the benefit of any U.S. person (being residents of the U.S. or partnerships or corporations organized under the laws of the U.S.).

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE | PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

VineBrook Disclosures

This document does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any securities will be offered only by means of a Confidential Private Placement Memorandum (“Memorandum”) provided to a limited number of sophisticated investors.

This document has been prepared by VineBrook Homes Trust, Inc. (“ VineBrook ”, the “Company”, or “We”), doing business as VineBrook, to provide preliminary information about the offering (“the Offering”) of shares of the Company’s Class A common stock (the “shares”). Some of the information contained in this document is non-public, confidential and proprietary in nature and may constitute trade secrets under applicable law with respect to the Offering, VineBrook and the investments made by VineBrook and its affiliates, the disclosure of which could have material adverse effects on the Offering, the Company or the Company’s respective investments and affiliates.

Investing in the Company involves a number of significant risks and other important factors relating to investments in real estate generally, and relating to the strategy and investment objectives of the Company in particular.

Prospective investors should carefully consider the following risk factors, together with all of the other information included in the Memorandum before deciding to purchase Shares. As a result of these factors, as well as other risks inherent in any investment, there can be no assurance that the Company will be able to meet its investment objectives or otherwise be able to successfully to carry out its investment program.

An investment in the Company is not a direct investment in real estate, but rather an investment in a REIT that owns single family rental assets.

GENERAL REAL ESTATE RISKS. The Company will be subject to the risks incident to the ownership and operation of real estate, including risks associated with the general economic climate, local real estate conditions, changes in the availability of debt financing, credit risk arising from the financial condition of tenants, buyers, and sellers of properties, geographic or market concentration, competition from other space, and various other risks. The Company or its subsidiary entities will incur the burdens of ownership of real property, which include paying expenses and taxes, maintaining the investments, and ultimately disposing of the Portfolio.

LIMITED LIQUIDITY AND TRANSFERABILITY OF SHAREs. There is no public market for the shares and one is not guaranteed to develop. As a result, investors in the Company may be required to hold their shares for the entire term of the Company. Consequently, the purchase of shares should be considered only as a long term and illiquid investment and Shares should only be acquired by investors who are able to commit their funds for an indefinite period of time.

FACTORS IMPACTING THE SINGLE FAMILY RENTAL (“SFR”) MARKET. Our investment strategy is premised on assumptions about occupancy levels, rental rates, interest rates, supply and demand, acquisition and operating costs and other factors in the SFR market. If those assumptions prove to be inaccurate, our cash flows and profitability will be reduced. A softening of the rental market in our core areas would reduce our rental revenue and profitability.

LEVERAGE. The Company may continue to utilize leverage or enter into hedging agreements related to its debt in connection with its respective investments. Significant borrowings increase the risks of an investment in the Company. If there is a shortfall between the cash flow from investments and the cash flow needed to service the Company’s indebtedness, then the amount available for distributions to investors may be reduced. In addition, incurring mortgage debt increases the risk of loss because defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions.

POTENTIAL CONFLICTS OF INTEREST. Certain employees of the Adviser will have conflicts of interest in allocating their time between the Company and their other business activities. Additionally, affiliates of the Adviser own and may continue to own, in the future, other properties outside the Portfolio, which may result in a conflict of allocation of services and costs.

We may pay distributions from sources other than our cash flow from operations, including, without limitation, the sale of assets, borrowings or offering proceeds (including from sales from our common stock or OP Units to affiliates of NexPoint ), and we have no limits on the amounts we may pay from such sources. Funding distributions from the such sources will result in us having less funds available to acquire SFR properties or other real estate related investments. As a result, the return you realize on your investment may be reduced. 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. To the extent we borrow funds to pay distributions, we would incur borrowing costs and these borrowings would require a future repayment. The use of these sources for distributions and the ultimate repayment of any liabilities incurred could adversely impact our ability to pay distributions in future periods, decrease our Net Asset Value (“NAV”), decrease the amount of cash we have available for operations and new investments and adversely impact the value of your investment.

NexPoint Real Estate Advisors V, L.P. (the “Adviser”) acts as the adviser to the Company and is the sole sponsor of the Offering. The Adviser is a wholly owned subsidiary of NexPoint Real Estate Advisors, L.P. (“NREA”). NREA is wholly owned by NexPoint Advisors, L.P. (“ NexPoint ”). Past performance does not guarantee future results. Performance during time periods shown is limited and may not reflect the performance in difference economic and market cycles. There can be no assurance that similar performance will be experienced. Investing in the Company involves a number of significant risks and other important factors relating to investments in companies generally, and relating to the strategy and investment objectives of the Company in particular. Prospective investors should carefully consider the following risk factors, together with all of

the other risk factors and information included in the Memorandum, before deciding to purchase shares. As a result of these factors, as well as other risks inherent in any investment, there can be no assurance that the Company will be able to meet its investment objectives or otherwise be able to successfully to carry out its investment program.

NexPoint Securities, Inc., member FINRA/SIPC, is the dealer manager for the VineBrook Homes Trust, Inc. offering.

Flamingo DST Disclosures

DSTs/1031 Exchanges

DSTs are not suitable for all investors, and are speculative, illiquid, and involve a high degree of risk, including the possible complete loss of your investment.

A Delaware Statutory Trust (DST) is a legal entity created under Delaware law as a trust that holds title to 100% of the interest in real property.

Investors acquire a beneficial interest in the trust, with limited personal liability for the underlying assets. DSTs differ from Tenancy in Commons (TICs), another 1031 Exchange fractional ownership strategy, in that each investor does not own a fractional, undivided interest in a property as a co-owner. Therefore, DST investors are not required to share the associated costs of ownership or be considered “tenants in common.”

There will be no public market for the interests, limited transferability and lack of liquidity
There is no specified time that the investment will be liquidated.
Delaware Statutory Trusts (DSTs) are a relatively new vehicle for real estate investment and are inflexible vehicles to own real property.
Investors will have no voting rights and will have no control over management of the trust or the Property.
There is no guarantee that investors will receive any return.
Distributions are not guaranteed and may be sourced from non-income items and constitute a return of capital.
DSTs will be subject to the risks generally associated with the acquisition, ownership and operation of real estate including, without limitation, environmental concerns, competition, occupancy, easements and restrictions and other real estate related risks.
No assurance that the disposition of property will allow for the repayment of outstanding indebtedness;
Payment of significant fees to the advisor, sponsor and its affiliates;
Limited powers of the advisor with respect to the properties;
Potential conflicts of interest;
Risk that a prospective purchase may not be consummated;
Risk typically associated with real estate and real-estate-related debt securities;
Accredited investor use only.
Risks related to retaining tenants and/or re-leasing properties;
Risk that a program’s operating results will be adversely affected by economic and regulatory changes;
Risk that program securities will not be treated as interests in real estate for federal income tax purposes;
Risk that the closing of a purchase may be delayed and may not satisfy the timeliness requirements of Internal Revenue Code Section 1031; and
These risks may impact a sponsored investment program’s financial condition, operating results, returns to its investors and ability to make distributions as stated in the applicable
CAUTION: Although significant due diligence may be performed by Sponsors, Lenders, Third Party Consultants, Appraisers, Broker Dealers and Securities Professionals, it does not ensure that the investment will perform as projected. There may be issues that are not discovered through due diligence prior to a purchasers acquisition of an investment, or after such acquisition, which may cause the purchaser to incur losses up to, and including, the entire investment.
We do not provide tax advice. Please consult your tax professional.

There can be no assurance that the investment objectives described herein will be achieved. Investment in securities is subject to substantial risks and may result in the loss of principal invested.

The views and opinions expressed are for informational purposes only as of the date of this material and are subject to change at any time. This material is not a recommendation, offer or solicitation to buy or sell any securities or engage in any particular investment strategy and should not be considered specific legal, investment or tax advice.

IQHQ Disclosures

Risk Factors This does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any securities will be offered only by means of a Confidential Private Placement Memorandum (“Memorandum”) provided to a limited number of sophisticated investors. Investing in the Company involves a number of significant risks and other important factors relating to investments in companies generally, and relating to the strategy and investment objectives of the Company in particular. Prospective investors should carefully consider the following risk factors, together with all of the other information included in the Memorandum before deciding to purchase Shares. As a result of these factors, as well as other risks inherent in any investment, there can be no assurance that the Company will be able to meet its investment objectives or otherwise be able to successfully to carry out its investment program.

An investment in the company is not a direct investment in real estate, but rather an investment in a REIT that invests in life science real estate.
The Company will be subject to the risks incident to the ownership and operation of real estate, including risks associated with the general economic climate, local real estate conditions, changes in the availability of debt financing, credit risk arising from the financial condition of tenants, buyers, and sellers of properties, geographic or market concentration, competition from other space, and various other risks.
There is no public market for the interests and one is not guaranteed to develop. As a result, investors in the Company may be required to hold their interests for the entire term of the Company. Consequently, the purchase of interests should be considered only as a long-term and illiquid investment and Shares should only be acquired by Investors who are able to commit their funds for an indefinite period of time.
Certain employees of the Adviser will have conflicts of interest in allocating their time between the Company and their other business activities. Additionally, affiliates of the Adviser own and may continue to own in the future, other properties outside the Portfolio, which may result in a conflict of allocation of services and costs.
We may pay distributions from sources other than our cash flow from operations, including, without limitation, the sale of assets, borrowings or offering proceeds, and we have no limits on the amounts we may pay from such sources.
Failure to qualify as a Real Estate Investment Trust (“REIT”) for U.S. federal income tax purposes would adversely affect our operations and our ability to make distributions.

NexPoint Real Estate Advisors IX, L.P. (the “Adviser”) acts as the adviser to the Company and the sole sponsor of the Offering.

The Adviser, which is also the sole sponsor of the Offering, is a wholly owned subsidiary of NexPoint Real Estate Advisors, L.P. (“NREA”). NREA is wholly owned by NexPoint Advisors, L.P. (“NexPoint”).

NexPoint Securities, Inc., member FINRA/SIPC, is the dealer manager for the Offering.

Public REIT Disclosures

Public REITs

REITs are traded on the stock market, which means they have increased risks that would be typical of riskier equity investments. They are also adversely affected by weakness in real estate prices. You should carefully consider the following risks and other information in evaluating an investment in a REIT. Any of the following risks, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our business, financial condition, or results of operations, and could, in turn, impact the trading price of our common stock. The information is for informational purposes only and does not constitute an offer to sell or the solicitation of any offer to buy our securities.

Real Estate Risk. Real estate investments are subject to various risk factors. Generally, real estate investments could be adversely affected by a recession or general economic downturn where the properties are located. The full extent of the impact and effects of the recent outbreak of COVID-19 on the future financial performance of the Fund, and specifically, on its investments and tenants to properties held by its REIT subsidiaries, are uncertain at this time. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown.

Unfavorable market and economic conditions in the United States and globally and in the specific markets or submarkets where our properties are located could adversely affect occupancy levels, rental rates, rent collections, operating expenses and the overall market value of our assets, and impair our ability to sell, recapitalize or refinance our assets.

We are subject to risks inherent in ownership of real estate. Real estate cash flows and values are affected by a number of factors, including competition from other available properties and the ability to provide adequate property maintenance and insurance and to control operating costs.

Our properties may be concentrated in certain geographic markets, which makes us more susceptible to adverse developments in those markets.

Competition could limit our ability to acquire attractive investment opportunities, which could adversely affect our profitability and impede our growth.

We may fail to consummate future property acquisitions, and we may not be able to find suitable alternative investment opportunities.

Acquisitions may not yield anticipated results, which could negatively affect our financial condition and results of operations.

Our environmental assessments may not identify all potential environmental liabilities and our remediation actions may be insufficient.

Compliance with various laws and regulations, including accessibility, building and health and safety laws and regulations, may be costly, may adversely affect our operations or expose us to liability.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and place additional demands on management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

We have a substantial amount of indebtedness, which may limit our financial and operating activities and may adversely affect our ability to incur additional debt to fund future needs.

We pay substantial fees and expenses to our Adviser and its affiliates and to our property manager, which payments increase the risk that you will not earn a profit on your investment.

There are significant potential conflicts of interest that could affect our investment returns.

Our failure to qualify as a REIT for federal income tax purposes would reduce the amount of income we have available for distribution and limit our ability to make distributions to our stockholders.

To continue qualifying as a REIT, we must meet annual distribution requirements, which may force us to forgo otherwise attractive opportunities or borrow funds during unfavorable market conditions. This could delay or hinder our ability to meet our investment objectives and reduce your overall return.

New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify or remain qualified as a REIT.

The Adviser’s diligence process for investment opportunities may not reveal all facts that may be relevant for an investment, and if we incorrectly evaluate the risks of our investments, we may experience losses

Loans and other real estate related investments we will originate and acquire are subject to the ability of the property owner to generate net income from operating the property as well as the risks of delinquency and foreclosure.

A prolonged economic slowdown, a recession or declining real estate values could materially and adversely affect us.

Prepayment rates may adversely affect the value of certain of our investments which could negatively impact our ability to make or sustain distributions to our shareholders.

Our common stock is listed on the NYSE and broad market fluctuations could negatively affect the market price of our stock

We urge you to carefully consider the risks and review the additional disclosures we make in our filings with the SEC, including under the caption “Risk Factors” in our periodic reports, which are accessible in the “Investor Relations” section of this website and at the SEC’s website at www.sec.gov and which identify important factors that could cause our actual results to differ materially from those stated in or implied by our forward-looking statements. There may also be other factors that we are unable to predict at this time. We caution you that any forward-looking statements made on this website are not guarantees of future performance, events or results, and you should not place undue reliance on these forward-looking statements, which speak only as of their respective dates. Except as required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any statement is based.

Nothing contained on the website constitutes investment, legal, tax or other advice. If you would like such advice, you should consult with your own advisors with respect to your individual circumstances and needs.

* NOT FDIC INSURED * May Lose Value * No Bank Guarantee. * Past performance is not indicative of future results. *