Risk Disclosure

This literature must be read in conjunction with both the ElmTree Industrial Trust, Inc. (with ElmTree Industrial Access Trust, Inc., collectively the “Fund”) private placement offering memorandum (the “PPM”) as of January 16, 2024, and the ElmTree Industrial Access Trust, Inc. private placement offering memorandum (the “PPM”) as of November 1, 2023, as applicable, in order to fully understand all of the implications and risks of the offering. Securities offered through WealthForge Securities, LLC., the managing broker-dealer for the Fund and member FINRA/SIPC, and ElmTree Funds, LLC are not affiliated. This material is not intended to be, and shall not be regarded or construed as, a recommendation for any transaction or investment, nor financial or other advice of any kind. The information contained herein is in summary form for convenience. It is not complete, and it should not be relied upon as such. Nothing in this material is intended to form a basis for any future contract or any other binding arrangement with the recipients of this material, nor to be relied on, in connection therewith. This material is qualified in its entirety by the more detailed information in the offering memorandum and the governing documents of the Fund and any decision to make an investment in the Fund should be based solely on the information in such offering memorandum and governing documents. The information in this material is provided to you as of the dates indicated and ElmTree Funds, LLC (“ElmTree” or the “Sponsor”) does not intend to update the information after its distribution, even in the event that the information becomes materially inaccurate. The information contained herein is confidential and may not be reproduced in whole or in part nor disclosed by the recipient to any other party without our prior written consent. Certain information contained in this material includes calculations or figures that have been prepared internally and have not been audited or verified by a third party. Use of different methods for preparing, 3 calculating or presenting information may lead to different results and such differences may be material. This material summarizes certain characteristics of a proposed investment program. It is presented solely for purposes of discussion, to determine preliminary interest in investing in an investment program with the general characteristics described herein. There may be material changes to the structure and terms prior to the interests in an investment program being offered. An investment in the Fund is speculative and involves significant risks, including loss of the entire investment. There can be no assurances that the Fund’s investment objective will be achieved or that its investment program will be successful. Interests in the Fund will be illiquid as there will be no secondary market for such interests, and none is expected to develop. There will be restrictions on transferring interests in the Fund. The Fund’s investments may be leveraged, and its investment performance may be volatile. A recipient who has preliminary interest in the Fund should understand these risks and have the financial ability and willingness to accept them for an extended period of time before considering making an investment in the Fund. In considering any performance data contained herein, each recipient should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance that an investment program will achieve comparable results or will achieve any projected, estimated or target results. The returns presented herein are for illustrative purposes only, are unaudited and include all returns generated by reinvested capital and proceeds. Additional information regarding the returns in this material is available upon request. The target yields and returns provided herein are intended to provide additional context with respect to the Fund’s investment strategy and are a statement only of ElmTree’s underwriting case at the time of individual investment selection. All such targeted yields and returns presented herein are on a levered basis, and any currently estimated returns, multiples, or yields are not guarantees of future performance. Actual yields, returns, and multiples are based on numerous factors, including the pace and duration of investment, expenses, leverage, and fees, all of which would significantly impact any returns and distributions, and a total loss of investment is possible. Targeted IRR and equity multiples are calculated internally using annual cash flows and represent ElmTree’s projections of the potential return to the Fund; these calculations are based on ElmTree’s belief about what results may be achievable given prior experience with similar transactions. Additionally, the targeted gross leveraged IRR is calculated using assumptions and estimates regarding the Fund’s size, leverage, rate of investment and income. Actual investment pace, purchase and sale prices, and current income and other returns received on investments, investment hold periods, default and recovery rates of investments, and other factors may differ significantly from the assumptions and estimates used to calculate gross returns. Targets are based on assumptions that economic, market and other conditions will not deteriorate and, in some cases, will improve, which may or may not come to fruition. Other events which were not taken into account may occur and may significantly affect the actual returns or performance of the Fund and/or any of the projects in which the Fund may invest. Certain assumptions have been made to simplify this material and, accordingly, actual results may differ, perhaps materially, from those presented herein. Nothing contained herein should be deemed to be a prediction or projection of future performance of the Fund. Certain information contained in this material constitutes “forward-looking statements” that may be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Any forward-looking statements included herein are based on ElmTree’s current opinions, assumptions, expectations, beliefs, intentions, estimates or strategies regarding future events, are subject to risks and uncertainties, and are provided for informational purposes only. Actual and future results and trends could differ materially, positively or negatively, from those described or contemplated in such forward-looking statements. Moreover, actual events are difficult to project and often depend upon factors that are beyond the control of ElmTree. Certain economic, market and performance information contained herein has been obtained from parties unaffiliated with ElmTree, which in certain cases has not been updated through the date hereof. While such sources are believed to be reliable, none of ElmTree, its affiliates or their respective partners, members, employees, representatives, or agents assumes any responsibility for the accuracy or completeness of such information. This material was prepared by representatives of the Fund and is being furnished solely for informational purposes. The representatives of the Fund make no representation or warranty as to the accuracy, genuineness, and completeness of the information contained herein, and recipients of this material shall not rely on the fairness, accuracy or completeness of the information or opinion contained herein. Neither the representatives of the Fund nor any person related to ElmTree, including its executives, employees or agents, shall be liable, intentionally or negligently, for any damages arising out of, or in connection with, the use of this material and/or the contents hereof. ElmTree does not have or undertake any obligation to update or keep current any of the information contained herein. Nothing contained herein should be construed as legal, business or tax advice. Each prospective investor should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the information contained herein. The information in this material was prepared exclusively by ElmTree, and the opinions expressed herein are current as of November 1, 2023 with respect to the ElmTree Industrial Access Trust, Inc.. The information in this material was prepared exclusively by ElmTree, and the opinions expressed herein are current as of January 16, 2024 with respect to the ElmTree Industrial Trust, Inc.. This material identifies a number of benefits inherent in ElmTree’s services and operations on behalf of the Fund, although the Fund is also subject to a number of material risks associated with these benefits, as further identified in the Fund’s definitive documents. Although ElmTree believes that it and its personnel will have competitive advantages in identifying, diligencing, monitoring, consulting, improving and ultimately selling investments on behalf of the Fund, there can be no guarantee that ElmTree will be able to maintain such advantages over time, outperform third parties or the financial markets generally, or avoid losses. For additional information regarding risks and potential conflicts of interest regarding an investment in the Fund, please see the risk factors in the Fund’s offering memorandum.

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