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Disclosure

The information on this website is not an offer to sell securities or the solicitation of an offer to purchase securities. We offer and sell the common stock of Royal Oak Realty Trust Inc. only to accredited investors pursuant to our confidential private placement memorandum and related subscription documents and pursuant to an exemption from the registration requirements of the U.S. and applicable state securities laws. We do not make offers to, and sales are not made in, any jurisdictions where the offers and sales are not lawful or are prohibited. Without limited the preceding sentence, please note: shares of common stock of Royal Oak Realty Trust Inc. are not offered to residents of Arizona.

Royal Oak Realty Trust Inc.’s common stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities law. Our common stock has not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”), the attorney general of the State of New York, any other state securities commission, or any other regulatory authority, nor have any of the foregoing passed upon the accuracy or adequacy of the information presented in our private placement memorandum and related subscription documents, this website or any other information we provide. Any representation to the contrary is a criminal offense.

The offering of Royal Oak Realty Trust Inc. is made pursuant to an exemption from the registration requirements of the Securities Act and certain state securities laws. We offer and sell our common stock only to individual investors and certain entities which are “accredited investors” under the Securities Act and the rules of the SEC and provide us with information we require to verify their status as accredited investors.

Our common stock is offered and sold for investment purposes. The transfer of shares of our common stock is restricted. Our common stock may only be resold in compliance with federal and state securities laws, pursuant to an applicable exemption from registration, and with our consent. In addition, our articles of incorporation limit acquisition of more than 9.8% of common stock by any person or group and there are certain other rules with which we must comply in order to maintain the status of Royal Oak Realty Trust Inc. as a real estate investment trust (REIT) under the federal income tax laws.

There is no trading market for shares of our common stock and investors may need to hold their shares for an indefinite period of time. Our share redemption program is limited to amount, may be terminated or suspended from time to time, and is only available after shares have been held for the required period, except upon death. In addition, certain state law provisions, REIT tax requirements, and other matters may limit the ability of Royal Oak Realty Trust Inc. to redeem its shares.

Information presented on this website is not investment, financial, legal, or tax advice. You should obtain financial and tax advice and conduct diligent investigation of information material to you before making any investment decision. Each person’s tax and financial situation is unique and the information provided on this website or in our private placement memorandum and related subscription documents should be considered any potential investor in light of such investor’s own circumstances.

Information on this website about the performance of Royal Oak Realty Trust Inc. or any of its properties is historical and past performance does not guarantee future performance. An investment in our common stock involves risks including, among other matters, those matters identifies under the caption “Risk Factors” in our private placement memorandum. These risks include investment risks relating to acquiring and owning stock in a private company, real property and tenant risks, financing risks, federal income tax risks, and risks arising from conflicts of interests, among others.

The “determined share value” is the price at which we sell our common stock and it is set by the members of the Independent Directors Committee of the Board of Directors of Royal Oak Realty Trust Inc. and not by any trading market or independent valuation. The Independent Directors Committee considers various factors in setting the determined share value, including annual valuations by an independent valuation firm, real estate appraisals and purchase prices of recently acquired properties, tenant compliance with leases, the effect of changes in the determined share price on the dividend yield, the reinvestment price and the redemption program, and such other matters as they deem relevant.

Distributions with respect to our common stock are only made if and when declared by our Board of Directors and are subject to state law limitations on sources of funds and our ability to pay distributions. Our past practice of distributions does not guaranty the timing or amount of future distributions. Federal income tax rules for REITs require us to distribute 90% of REIT taxable income annually, which may cause us to make distributions from borrowings or capital if cash flow is not adequate.