Parking REIT, Inc.

Risks

• There are a number of pending legal matters involving us and our affiliates, which could distract our officers from attending to the Company's business and could have a material adverse effect on the Company.
• Shares of our common stock are illiquid. No public market currently exists for our shares, and our charter does not require us to liquidate our assets or list our shares on an exchange by any specified date, or at all. It will be difficult for stockholders to sell shares, and if stockholders are able to sell shares, it will likely be at a substantial discount.
• We have a limited operating history which makes our future performance difficult to predict.
• Our cash distributions are not guaranteed and may fluctuate.
• We have paid, and may continue to pay, our distributions from sources other than cash flow from operations, which has reduced the funds available for the acquisition of properties and may reduce our stockholders' overall return.
• We depend on our management team. The loss of key personnel could have a material adverse effect upon our ability to conduct and manage our business.
• We may not be able to access financing sources on attractive terms or at all, which could adversely affect our ability to execute our business plan.
• If we cannot obtain sufficient capital on acceptable terms, our businesses and our ability to operate could be materially adversely impacted.
• Our executive officers face conflicts of interest related to their positions and interests in our affiliates, which could hinder our ability to implement our business strategy and to generate returns to stockholders.
• The issuance of common stock as consideration in the Internalization has and will have a dilutive effect and we could incur other significant costs associated with the Internalization.
• Stockholders' interest in us could be diluted if we issue additional shares, which could reduce the overall value of their investment.