For Broker Dealer and RIA home office due diligence purposes only.

DISCLOSURES & FORWARD-LOOKING STATEMENTS

Please read the Private Placement Memorandum (“PPM”) in its entirety and consult your tax and/or legal counsel before considering an investment in this Offering. This Offering is for accredited investors only. Past performance of the Sponsor, its Managing Partners, or their previous offerings does not guarantee future results.

Certain information set forth in the PPM contains mathematically derived pro forma information based on contractual lease obligations, and contractual operating expense and reimbursement requirements. In addition, the PPM contains targets and goals of this offering that describe strategies, outlooks, illustrations, other non-historical matters, and financial measures. These statements and illustrations help to explain the business plan and involve known and unknown risks, uncertainties, and other factors that may cause the actual results to differ materially from what we are intending to accomplish.
Given these uncertainties, you should not place undue reliance on these targets. Except for statements of historical fact, information contained herein constitutes the business strategies and intentions of the Trust. These targets reflect management’s reasonable assumptions provided to allow potential investors the opportunity to understand
management’s goals so that they may be used as one factor in evaluating the investment.

These strategies and targets are not guarantees or projections of future performance; as such, undue reliance should not be placed on them. There is no guarantee that ExchangeRight Net-Leased All-Cash 12 DST (the “DST” or “Trust” or “Investment”) will be successful or that the Manager will be successful in executing the Trust’s objectives. In the event of a market downturn, there may be lengthened illiquidity and/or disruption in performance.

This Investment relies upon the decisions of the Manager. Prior successes by any previous investments or their principals, officers, or managers does not guarantee future performance, nor are they any guarantee of liquidity, of a shorter- or longer-term hold period, against loss, or against an interruption or reduction in income—all of which are risks of real estate and real estate investments, including this Investment. The principals of the Manager have conflicts of interest that could impact the management of this Investment based on the needs and investment opportunities of other companies. This may
lead to a conflict of interest between their various roles, including conflicts with the investors regarding decisions related to the Trust and management of the Trust.

Do not invest solely based on distributions that the Trust may be targeting to generate. Any distributions will depend upon the successful operation of the properties that the Trust acquired. Returns are not guaranteed. There can be no assurance that liquidity will be obtained at any point in the future or that a future liquidity event would be profitable.

Material economic disruption globally or especially in the United States could have a material impact on the value of this Investment and could significantly delay or thwart potential liquidity events. Local development may also impact property values, as is the case with all real estate and real estate investments. Please note that every real estate investment, including this Investment, is speculative, illiquid, has the potential for complete loss of principal, and carries downside risks due to variables such as potentially declining market values, re-leasing risk, interest rate risk, acts of God, and management and/or operations failures. 

The Trust’s exit strategy intends to capitalize on ExchangeRight’s REIT platform and aggregation strategy and targeting to provide investors with the option to 1) complete another Section 1031 Exchange, 2) participate in a tax-deferred cash out financing targeting 20%-30% of their total investment value to be distributed as financing proceeds, 3) participate in a tax-deferred exchange of their DST interests for ownership in an operating partnership of a REIT under Section 721 of the Code, 4) take all of their cash out on a non-tax-deferred basis, or 5) a combination of the above options. If a Section 721 is effectuated, the capital invested as a part of the transaction would be tax-deferred while remaining invested in the operating partnership of a REIT, but will no longer be able to participate in a future 1031 exchange. There is no guarantee that the Trust’s exit strategy will provide access to a REIT via a 721 exchange transaction.

Some photos in the PPM are representative of similar corporate backed stores and may not be the actual locations included in the portfolio. 

“Investment-grade” refers to tenants whose long-term corporate debt rating is considered investment grade by Standard & Poor’s, Moody’s, and/or Fitch. An investment grade rating is a rating that indicates that a corporate bond has a relatively lower risk of default than a corporate bond with a speculative grade.