IMPORTANT DISCLOSURES AND RISK FACTORS REGARDING GRAND ATLAS RESIDENTIAL REALTY TRUST, INC. (“GRAND ATLAS”)

Not an offer to sell securities

Offers to sell interests in Grand Atlas are made exclusively through Grand Atlas’s Private Placement Memorandum (“PPM”). Offers, solicitations, and sales are not made in jurisdictions where not lawful or prohibited.

Grand Atlas’s securities are not registered

Grand Atlas’s securities have not been and will not be registered with, recommended by or approved by the U.S. Securities and Exchange Commission (“SEC”) or any other federal or state securities commission or regulatory authority, nor has the SEC or any federal or state securities commission or regulatory authority reviewed or passed upon the merits of this offering or the accuracy or adequacy of the information presented. Any representation to the contrary is a criminal offense.

The offering of Grand Atlas’s securities is made pursuant to an exemption from the registration requirements  provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws. Grand Atlas has not taken any action that would permit a public offer or sale of its securities and is not required to provide periodic pricing or valuation information to investors. Therefore, there is little publicly available information about Grand Atlas’s business, assets, liabilities, results of operations, and other information typically available regarding publicly traded securities. The management of Grand Atlas is subject to a number of potential conflicts of interest in respect of the Company and the Company has sole discretion regarding the offering and sale of shares.

This is not investment, financial, legal, or tax advice

Information presented on this website is not investment, financial, legal, or tax advice and has been prepared without reference to any reader’s investment profile or financial circumstances. You should obtain financial and tax advice and conduct diligent investigation of information material to you before making any investment decision.

Investment Company Act

Grand Atlas’s securities are not subject to the protections of the Investment Company Act of 1940, as amended.

Accredited investors only

Grand Atlas’s securities are only offered and sold to “accredited investors,” as defined under the U.S. securities laws, pursuant to Grand Atlas’s PPM and related subscription documents. Individuals are accredited investors only if they meet certain minimum net worth or sustained annual income thresholds. Entities are accredited investors only if they hold sufficient assets or are completely owned by accredited investors.

Transfers restricted; No trading market

Transfers of Grand Atlas’s securities are restricted by federal and state securities laws and certain provisions of our organizational documents. There is no trading market for the shares and there can be no assurance that such a market will develop in the foreseeable future. Grand Atlas’s securities may not be transferred, resold or otherwise disposed of by an investor unless, in the opinion of counsel acceptable to us, registration under federal and applicable state securities laws is not required or compliance is made with the registration requirements of such laws.

Liquidity of Grand Atlas’s securities is limited

Redemptions of Grand Atlas’s securities are limited in amount and require that the shares have been held for required periods.

Provisions of state law, REIT requirements, and other matters may limit redemptions.

Performance data; Stock price

The value of investments and the income or distributions from investments may fall or rise. Grand Atlas’s stock price is not set by any  market in the common stock but by our independent directors as described in the PPM. We are not required by law to follow any particular methodology in setting the stock price (referred to in our organizational documents as the “Determined Share Value”). There may be variations from time to time in how our independent directors apply or weight the criteria described in the PPM in setting the stock price.

No guarantee of future performance; Distributions

The future performance of Grand Atlas may be lower or higher than the past performance of the assets we expect to acquire, and no assurances can be given that we will acquire all or any of these assets on the terms expected or at all.

Distributions from capital or debt reduce the amount available for investment in properties. REIT rules require annual distribution of 90% of REIT taxable income (determined without regard to the dividends paid deduction or net capital gain) which may require Grand Atlas to make distributions from borrowings when cash flow and capital are not sufficient.

Forward-looking statements

Information presented on this website may contain forward-looking statements which we believe are based on reasonable assumptions but results will vary from our expectations and the variations may be material. You should not rely on forward-looking statements in making an investment decision.

Investments involve significant risks

An investment in Grand Atlas’s securities involves significant risks. Only investors who can bear the economic risk of an investment of this type for an indefinite period of time and the risk of loss of their entire investment should invest in Grand Atlas’s securities. Grand Atlas’s business, results of operations, and financial condition could be adversely affected by certain known and unknown risks, which may cause the Company’s actual future results to differ materially from expected results, including risks related to unfavorable changes in the apartment market, general economic conditions, unfavorable changes in rental rates and property operating expenses, property acquisitions and the timing of these acquisitions, the impact of competition and competitive pricing, the availability of capital to finance planned growth, and adverse changes in governmental regulations and tax law, among others. See the section entitled “Risk Factors” in our PPM for additional information.