GSA seeks to transfer Warwick Neck Lighthouse in Warwick, Rhode Island to agency or nonprofit

BOSTON – Today, the U.S. General Services Administration (GSA) has issued a Notice of Availability for the Warwick Neck Lighthouse in Warwick, Rhode Island. The historic lighthouse is available at no cost to eligible entities as part of a federal disposal program authorized by the National…

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By Gray Harbor Capital|2023-05-31T04:00:00+00:00May 31st, 2023|

Summary of Risk Factors

Risk Factors

All investments involve risk. Risks associated with the common stock of the REIT include the following:

• An investment in the common stock is speculative, illiquid and involves a high degree of risk and there is no guarantee that
investors will receive any return.

• The COVID-19 virus has created economic instability and disruption and the REIT cannot be certain the extent it will impact the REIT’s operations or the value of the REIT’s assets, and therefore the value of the Shares.

• The common stock being offered to investors is non-voting common stock and the holders of all of the REIT’s voting common stock are affiliated with the officers and directors of the REIT.

• The REIT may borrow funds to make distributions to the holders of the common stock.

• Commercial real estate industry risks, including competition, potential environmental risks and economic volatility.

• There are risks related to leasing property to the Government Services Administration.

• There are substantial restrictions on the transferability of the common stock.

• There is a lack of liquidity or market for the common stock and a lack of a fixed liquidation date.

• The REIT is authorized, and may, issue shares of stock that have preferences that are senior to the shares of common stock.

• The REIT and its advisor are newly formed with no operating history and the advisor has no experience advising a REIT.

• There is uncertainty as to the projects to be acquired and the amount and type of leverage that will be used to acquire such
projects.

• Substantial fees and distributions that will be paid to the REIT’s advisor and its affiliates, which have not been determined by
arm’s-length negotiations.

• Conflicts of interest exist between the REIT and the REIT’s advisor and its affiliates.

• The holders of the common stock must rely on the advisor to select the GSA properties to be acquired by the REIT and must rely on the advisor and its affiliates to manage the GSA properties.

• There are a number of tax risks. Please consult your tax advisor prior to making an investment. General risks of investment in the GSA properties include the following:

• Uncertainty as to the Extent of Diversification: Diversification in the number of GSA properties acquired and geographic location is uncertain.

• Lack of asset class diversification: While the REIT intends to invest in a significant number of GSA properties occupied by different agencies across several geographical locations and markets, it will not invest in a diverse set of asset classes.

• Approval of GSA to assumption of leases: The REIT will be required to obtain the consent of the GSA in order to assume the rights and obligations of the landlord under the GSA leases at the GSA Properties. If the GSA does not approve the company’s assumption of the lease, the ownership of the applicable GSA Property could be jeopardized.

• Illiquidity of real estate investments: The ownership of the GSA properties will be relatively illiquid.

• Terrorist attacks: Because the primary tenant for the GSA Properties will be the federal government, the GSA Properties may have a higher risk of terrorist or other attacks (whether domestic or foreign) than similar properties that are leased to nongovernment tenants.

• This is not an offer to sell securities. An offer to sell the shares of stock of Gray Harbor Government Income REIT, Inc. (the “REIT”) may be made on pursuant to the Private Placement Memorandum dated September 1, 2020, as supplemented (the “Memorandum”).

• Historical performance results presented herein are net of management and performance fees charged to current investors. Yield represents income received excluding return of investment capital and realized gains and is expressed as a percentage of net asset value. Prospective investor returns may significantly vary from that of the current investors. Past performance does not predict future results. This letter is not an offer to sell securities, nor is it intended to be a description of all material factors an investor should consider before investing in Gray Harbor Government Income REIT, Inc. (the “REIT”). An offer to sell the shares of common stock in the REIT may only be made pursuant to the Private Placement Memorandum dated September 15, 2020, as supplemented (the “Memorandum”).

The information contained herein is qualified in its entirety by the Memorandum. The offering of shares (the “Offering”) is being made by means of the Memorandum only to accredited investors who meet minimum accreditation requirements, as well as suitability standards as determined by a qualified broker-dealer or investment advisor. All prospective investors must read the Memorandum, including the “Risk Factors,” prior to investing. The Offering will not be registered under the Securities Act of 1933 or the securities laws of any state and are being offered and sold in reliance on exemptions from the registration requirements of such laws. Certain disclosure requirements which would have been applicable if the shares were registered are not required to be met. Neither the Securities and Exchange Commission nor any other federal or state agency has passed upon the merits of or given their approval to the shares, the Offering or the Memorandum.

Securities offered through Cobalt Capital, Inc., member FINRA/SIPC, 250 International Parkway, Suite 270, Lake Mary, FL 32746