Investor Terms & Conditions
These Terms & Conditions govern all investments in Groma NAV REIT, regardless of the offering through which the investment is made. Investors should review the General Terms and the section applicable to their offering before investing.
Last updated: October 30, 2026
1. General Terms
These Terms, together with the offering documents for the applicable offering, govern each investment in the Shares. In the event of a conflict, the offering documents control. By agreeing to these Terms and submitting an investment through the Portal, the investor enters into a subscription agreement for the Shares and agrees to these Terms as they apply to those Shares. Regulation S purchases of GRO through Uniswap are accepted by completing the wallet confirmation described in Section 5.
These Terms & Conditions (the “Terms”) govern your investment in shares (the “Shares”) of Groma NAV REIT (the “Company”) made through an investment portal such as the Company’s website, another approved user interface, or another approved form of investing in the Company (together, the “Portal”). Regulation Crowdfunding investments are made exclusively through Wefunder, as described in Section 4, and not through the Portal.
Offerings
The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company offers the Shares pursuant to the following exemptions from registration under the Securities Act:
- Regulation D, Rule 506(c) — available only to verified accredited investors.
- Regulation Crowdfunding — available to accredited and non-accredited investors, subject to investment limits, through Wefunder, a FINRA member.
- Regulation S — available only to non-U.S. Persons investing in offshore transactions.
Each offering has its own eligibility requirements, investment limits, verification procedures, and transfer restrictions, which are described below together with the offering documents to be reviewed before investing: the Private Placement Memorandum (including any supplement for non-U.S. investors) or the Wefunder offering page and Form C. Each subscription is made pursuant to a single offering, determined by the eligibility process completed by the investor.
Applicable terms and order of precedence
Each investment is governed by:
- The general provisions of these Terms (Sections 1, 6, and 7);
- The section applicable to the investor’s offering (Section 3, 4, or 5); and
- The offering documents for that offering.
In the event of any conflict between these Terms and the offering documents for an offering, the offering documents control. The summaries at the beginning of certain sections are provided for convenience only, do not form part of these Terms, and are qualified in their entirety by the full text.
Acceptance of these Terms
When you invest through the Portal, the information you provide, your agreement to these Terms, and your electronic signature, taken together, constitute your subscription agreement for the Shares. No separate subscription agreement is required unless the offering documents for your offering provide otherwise. By agreeing to these Terms by electronic signature (or another method of electronic execution approved by the Company) and submitting your investment, you agree to be bound by these Terms as they apply to the Shares you purchase and the offering under which they are purchased, including the Representations & Warranties set forth in Section 7, and you represent that the information you have provided to the Company is true, correct, and complete. For Regulation S purchases of GRO through Uniswap, you agree to these Terms, on the same basis, by checking the U.S. Person confirmation and connecting your verified wallet, as described in Section 5.
Risk disclosure
An investment in the Shares is speculative and illiquid and involves a risk of loss of the entire investment. There is no public market for the Shares. An investment should be made only after careful review of the applicable offering documents, including the risk factors described in them, and, if appropriate, consultation with the investor’s own legal, tax, or financial advisors. The Company does not provide investment, legal, or tax advice. Non-U.S. investors are responsible for compliance with the securities, tax, and exchange-control laws of their own jurisdictions.
No waiver of securities law rights
Nothing in these Terms waives any right you have under the federal securities laws, any state securities laws, or the rules and regulations thereunder, or limits any obligation of the Company under those laws.
This page does not constitute an offer to sell, or a solicitation of an offer to buy, Shares in any jurisdiction in which such offer or sale would be unlawful. Offers are made only by means of the applicable offering documents. No federal or state securities commission or regulatory authority has approved or passed upon the merits of any offering or the accuracy or adequacy of this page.
2. Summary of Offerings
This table is provided for convenience only. The section applicable to each offering and the related offering documents contain the complete terms.
3. Regulation D — Rule 506(c)
Investors should review the Private Placement Memorandum (the “PPM”) before investing.
Investment under Regulation D is limited to accredited investors. The Company is required to verify each investor’s accredited status before accepting a subscription.
Shares
The Shares are offered pursuant to Rule 506(c) of Regulation D under the Securities Act. All investors must be “accredited investors,” as defined in Rule 501(a), and the Company must take reasonable steps to verify each investor’s accredited status before accepting a subscription. Shares purchased in this offering are “restricted securities” and may be resold only pursuant to registration or an available exemption from registration (see Section 6).
Accredited investor standards
Accredited investors include, among others, natural persons who:
- Had income in excess of $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the two most recent years and have a reasonable expectation of reaching the same income level in the current year;
- Have a net worth in excess of $1,000,000, individually or together with a spouse or spousal equivalent, excluding the value of their primary residence; or
- Hold a Series 7, Series 65, or Series 82 license in good standing.
Certain entities also qualify, including entities with total assets in excess of $5,000,000 that were not formed for the specific purpose of acquiring the Shares, and entities in which all equity owners are accredited investors. The complete list of categories is set forth in Rule 501(a) and the PPM.
Investment process
The Portal will direct each investor through the following steps:
Complete identity verification, including the Company’s anti-money laundering and know-your-customer procedures.
Provide investor information, including the investment amount and the information requested in the accreditation questionnaire.
Verify accredited status by providing qualifying documentation (for example, tax returns or Forms W-2 for income, or account statements and a credit report for net worth) or a written confirmation from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney, or a certified public accountant that it has taken reasonable steps to verify the investor’s accredited status within the prior three months.
Agree to these Terms by electronic signature and submit the investment.
The information provided by the investor, the investor’s agreement to these Terms, and the investor’s electronic signature, taken together, constitute the investor’s subscription agreement for the Shares. No separate subscription agreement is required.
If the Company has previously verified an investor’s accredited status, the investor may instead confirm in writing, at the time of a subsequent investment, that the investor continues to qualify as an accredited investor, provided the Company is not aware of information to the contrary.
Representations regarding accredited status
By agreeing to these Terms and submitting your investment, you represent that the information you have provided, including regarding your accredited status, is true, correct, and complete, and you authorize the Company to take reasonable steps to verify that status, including through third-party verification providers. The Company will not accept a subscription until verification is complete and may reject any subscription for which verification is not completed.
4. Regulation Crowdfunding
Investors should review the Company’s Regulation Crowdfunding offering page and Form C on Wefunder before investing.
Regulation Crowdfunding investments are made exclusively through Wefunder and not through the Portal. Such investments are governed by the Company’s Form C and Wefunder’s terms.
Shares
The Shares are offered pursuant to Section 4(a)(6) of the Securities Act and Regulation Crowdfunding through Wefunder, an SEC-registered funding portal and member of FINRA. All Regulation Crowdfunding investments must be made through Wefunder’s platform. The Company’s Form C and Wefunder’s terms govern each Regulation Crowdfunding investment, and the general provisions of these Terms apply only to the extent consistent with them. If the offering is conducted through a crowdfunding vehicle, investors will hold an interest in that vehicle rather than Shares directly, as described in the Form C.
Investment terms
Investment limits, investor eligibility, the investment process, cancellation rights, transfer restrictions, and ongoing reporting for the Regulation Crowdfunding offering are described in the Company’s Form C and on Wefunder’s platform. Investors should review the Form C and Wefunder’s educational materials before investing. Nothing on this page constitutes an offer of securities under Regulation Crowdfunding, which may be made only through Wefunder.
5. Regulation S
By connecting a wallet, or by taking any step to purchase GRO, you attest, represent, and warrant to the Company that the following is true, and will be true at the time of each purchase:
“I confirm that I am not a U.S. Person, I am not buying for the account or benefit of a U.S. Person, and I am located outside the United States now and will be when I purchase GRO.”
The Company relies on this attestation to comply with Regulation S. If you cannot truthfully make it, you may not connect a wallet or purchase GRO. Any purchase made in breach of this attestation is a violation of these Terms, and the Company will refuse to register any transfer that does not comply with Regulation S, may revoke the verification of any associated wallet, may exercise the remedies described under “Inaccurate representations” below, and may seek indemnification under Section 7.
This section is directed only at persons who are not U.S. Persons and who are located outside the United States at the time of purchase. It does not constitute an offer of securities in the United States or to U.S. Persons. The Regulation S offering may not be available in every jurisdiction, and the Company may limit it to certain jurisdictions.
Investors should review the Private Placement Memorandum and the non-U.S. investor supplement before investing.
- The investor must not be a U.S. Person and must be located outside the United States when receiving the offer and when submitting a subscription.
- During the distribution compliance period, which lasts at least one year and begins only upon completion of the distribution, the Shares may not be offered, sold, or transferred in the United States or to U.S. Persons.
- Dividends are generally subject to U.S. federal withholding tax at a rate of 30%, unless reduced by an applicable income tax treaty.
Eligibility requirements
An investor may invest under Regulation S only if both of the following conditions are satisfied:
1. The investor is not a “U.S. Person.”
U.S. Person status is determined by residence (or, for an entity, by where it is organized and controlled), not by citizenship. For example, a U.S. citizen residing outside the United States is generally not a U.S. Person for purposes of Regulation S, and a non-U.S. citizen residing in the United States generally is.
2. The investor is outside the United States when the offer is received and when the order is placed.
The investment must be an “offshore transaction.” The investor must be physically located outside the United States both when receiving and accepting the offer and when submitting the subscription. This requirement applies even if the investor is not a U.S. Person.
For these purposes, the “United States” means the United States of America, its territories and possessions (including Puerto Rico, Guam, and the U.S. Virgin Islands), any state of the United States, and the District of Columbia.
Definition of U.S. Person
“U.S. Person” is defined in Rule 902(k) of Regulation S.
A U.S. Person includes:
- Any natural person resident in the United States;
- Any partnership, corporation, or other entity organized or incorporated under the laws of the United States;
- Any estate of which any executor or administrator is a U.S. Person;
- Any trust of which any trustee is a U.S. Person;
- Any agency or branch of a non-U.S. entity located in the United States;
- Any non-discretionary or similar account held by a dealer or other fiduciary for the benefit or account of a U.S. Person;
- Any discretionary or similar account held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
- Any entity organized under non-U.S. law by a U.S. Person principally for the purpose of investing in unregistered securities, unless it is organized and owned by accredited investors who are not natural persons, estates, or trusts.
The following are not U.S. Persons:
- A discretionary or similar account held for the benefit of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;
- An estate of which a U.S. Person is executor or administrator, if a non-U.S. executor or administrator has sole or shared investment discretion and the estate is governed by non-U.S. law;
- A trust of which a U.S. Person is trustee, if a non-U.S. trustee has sole or shared investment discretion and no beneficiary (or settlor, if the trust is revocable) is a U.S. Person;
- An employee benefit plan established and administered in accordance with the law and customary practices of a non-U.S. country;
- A non-U.S. agency or branch of a U.S. Person, if it operates for valid business reasons and is engaged in, and regulated as, an insurance or banking business in its jurisdiction; and
- Certain international organizations, including the International Monetary Fund, the World Bank, and the United Nations, and their agencies, affiliates, and pension plans.
ANY PERSON UNCERTAIN OF ITS U.S. PERSON STATUS SHOULD CONSULT ITS OWN LEGAL ADVISOR BEFORE INVESTING. ANY CHANGE IN STATUS BEFORE A SUBSCRIPTION IS ACCEPTED MUST BE PROMPTLY REPORTED TO THE COMPANY.
Shares
The Shares are offered pursuant to Regulation S under the Securities Act, which governs offers and sales made outside the United States. The Shares offered under Regulation S have not been registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to registration or an available exemption from registration. No directed selling efforts may be made in the United States in connection with this offering. This offering is not made in any jurisdiction in which it would be unlawful.
Eligibility and restrictions
Accredited investor status is not required to invest under Regulation S. However, the investor must satisfy both eligibility conditions described above and must be permitted to invest under the laws of the investor’s jurisdiction. By investing, you represent that you have complied with all securities and investment laws of your jurisdiction applicable to your investment.
Because the Company is a U.S. issuer, the Shares are subject to a distribution compliance period of at least one year. Because the Company’s offering is continuous, the distribution compliance period begins only upon completion of the distribution, as determined and certified by the Company. The Company will notify investors when the period begins and ends. During that period, the Shares may not be offered, sold, or transferred in the United States or to, or for the account or benefit of, a U.S. Person.
After the distribution compliance period, the Shares remain “restricted securities” and may be resold only in accordance with Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration. The Shares, or the book-entry records for them, will bear a legend describing these restrictions, and the Company will refuse to register any transfer of Shares that does not comply with them.
Location verification
To confirm that investments are made from outside the United States, the Company may verify an investor’s location using information such as IP address, device data, and identity and residency documentation. You agree not to use a virtual private network (VPN), proxy, or any other means to disguise or misrepresent your location. The Company may reject any subscription that it cannot verify as an offshore transaction.
Investment process through the Portal
The Portal will direct each investor through the following steps:
Review the offering materials and any supplements.
Complete identity and residency verification, including proof of identity and non-U.S. residency, the Company’s anti-money laundering and know-your-customer procedures, and a Form W-8BEN (individuals) or Form W-8BEN-E (entities).
Provide investor information, including the investment amount and information regarding U.S. Person status.
Agree to these Terms by electronic signature and submit the investment.
The information provided by the investor, the investor’s agreement to these Terms, and the investor’s electronic signature, taken together, constitute the investor’s subscription agreement for the Shares. No separate subscription agreement is required.
Purchases of GRO through Uniswap
Regulation S investors may purchase GRO, the digital token representing Shares, through the Uniswap protocol. Only wallets that the Company has verified may purchase GRO. To purchase GRO through Uniswap, you must:
Complete the Company’s investor verification, including the identity, residency, anti-money laundering, and know-your-customer procedures and tax forms described above.
Make the investor attestation set out at the beginning of this Section 5.
Connect and verify the wallet you will use to purchase GRO.
By connecting your wallet, checking the confirmation, or taking any other step to purchase GRO, you make the investor attestation set out at the beginning of this Section 5, you agree to these Terms as they apply to the GRO you purchase (including the representations and agreements in this Section 5 and in Section 7), and you agree that each purchase of GRO from a verified wallet constitutes a reaffirmation of those representations and agreements as of the time of purchase. You may purchase GRO only from a verified wallet that you own and control, only while located outside the United States, and only for your own account. The Company may decline to verify, or revoke the verification of, any wallet at any time, including if it believes that the wallet is held by, or used for the account or benefit of, a U.S. Person, or that a purchase was made from within the United States.
Representations and agreements
By agreeing to these Terms and submitting your investment through the Portal or, for purchases of GRO through Uniswap, by completing the wallet confirmation, you represent that:
- The information you have provided is true, correct, and complete;
- You are not a U.S. Person and are not acquiring the Shares for the account or benefit of a U.S. Person;
- You were located outside the United States when you received and accepted the offer and when you submitted your subscription;
- You are not, and are not acting on behalf of, any person or entity named on a sanctions list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations, the European Union, or the United Kingdom, and you are not located in a country or territory subject to comprehensive U.S. sanctions; and
- The funds used for your investment are not derived from illegal activity.
You further agree:
- To resell or transfer the Shares only in accordance with Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration;
- Not to engage in hedging transactions involving the Shares unless in compliance with the Securities Act; and
- To comply with the securities, tax, exchange-control, and other laws of your jurisdiction applicable to your investment.
Changes in status
If you become a U.S. Person, or relocate to the United States, during the distribution compliance period, you must promptly notify the Company. Your ability to transfer the Shares, or to participate in any share repurchase program described in the offering materials, may be limited until the distribution compliance period ends.
Inaccurate representations
If any representation you make is or becomes untrue, the Company may cancel your subscription. To the extent permitted by law and the offering materials, the Company may also require you to transfer your Shares to an eligible person, or may repurchase them on the terms described in the offering materials. The indemnification provision in Section 7 also applies.
U.S. tax considerations for non-U.S. investors
An investment in a U.S. real estate investment trust (“REIT”) may have U.S. tax consequences for non-U.S. investors. Dividends are generally subject to U.S. federal withholding tax at a rate of 30%, unless reduced by an applicable income tax treaty. Certain distributions and dispositions may also be subject to tax under the Foreign Investment in Real Property Tax Act (“FIRPTA”). Investors should refer to the tax section of the offering materials and consult their own tax advisors regarding the application of these rules.
Payments and currency
Subscriptions made through the Portal must be paid in U.S. dollars. Purchases of GRO through Uniswap are paid in the digital asset accepted by the applicable liquidity pool, and the price is determined by that pool at the time of the transaction. You are responsible for any currency conversion costs, bank charges, wire fees, and blockchain network (gas) fees, and you bear the risk of fluctuations in exchange rates between your local currency, any digital asset you use, and the U.S. dollar, both at the time of investment and upon receipt of distributions or sale proceeds.
Rejection of subscriptions
The Company reserves the right to reject any subscription in whole or in part, including any subscription that appears to originate from a U.S. Person or from within the United States, is incomplete, cannot be verified, or would violate applicable law.
Language
If these Terms or the offering materials are provided in a language other than English, the English version controls.
6. Transfers of Shares
Shares may be transferred only in compliance with the securities laws, the restrictions applicable to the offering under which they were purchased, and the Company’s charter. Transfers are generally irreversible.
General transfer requirements
A transfer of Shares is valid only if it complies with applicable securities laws, the restrictions applicable to the offering under which the Shares were purchased (as described in Sections 3 through 5), the Company’s charter (including its REIT ownership limits), and these Terms. The Company or its transfer agent may require information, certifications, or a legal opinion before recording a transfer, may require the transferee to complete eligibility and know-your-customer procedures, and will refuse to record any transfer that does not comply with these requirements. The records of the Company or its transfer agent constitute the official record of ownership of the Shares.
Peer-to-peer transfers
If the Portal permits transfers of Shares between accounts or wallets, by initiating a transfer you authorize the transfer of the specified Shares, in whole or in part, to the recipient account or wallet. Transfers are generally irreversible. Each transfer must comply with all terms and conditions applicable to both the sending and the receiving account or wallet.
Transfers of Regulation S Shares to an account or wallet held by, or for the account or benefit of, a U.S. Person, or to any person located in the United States, are prohibited during the distribution compliance period.
7. Representations & Warranties
By agreeing to these Terms, the investor makes representations and warranties regarding, among other things, investment intent, understanding of the risks, eligibility to invest, and the source of funds. Where a representation applies only to certain offerings, this is noted.
By agreeing to these Terms and submitting an investment through the Portal or, for Regulation S purchases of GRO through Uniswap, by completing the wallet confirmation described in Section 5, you represent, warrant, and agree to the following, as applicable to the Shares you purchase and the offering under which they are purchased, as of the date of each subscription:
Investment Intent
You are acquiring the Shares for your own account and for investment purposes only, and not with a view to any distribution in violation of the securities laws. You are not acting on behalf of any other person unless that person has been disclosed to the Company and you are authorized to act on its behalf.
Suitability and Risk Acknowledgment
You understand that the investment is speculative and illiquid, that there is no public market for the Shares, and that the Shares may need to be held indefinitely. You are able to bear the economic risk of the loss of your entire investment and have no need for liquidity with respect to this investment.
Securities Law Compliance
You acknowledge that the Shares have not been registered under the Securities Act or any state securities laws and are offered pursuant to an exemption from registration. You understand that: (1) there is no assurance of registration or a public offering, and the Company has no obligation to register the Shares or conduct a public offering; (2) the Company has no obligation to provide ongoing financial disclosure except as required by the exemption applicable to your offering (for example, Regulation Crowdfunding annual reports) or as described in the offering documents; and (3) transfers of Shares are subject to the restrictions described in Section 6 and in the section applicable to your offering.
Anti-Money Laundering and OFAC Compliance
You represent that: (1) you are not named on any U.S. sanctions list and are not acting on behalf of any person so named; (2) the funds used for this investment are not derived from illegal activity; (3) you will provide documentation reasonably requested by the Company to comply with anti-money laundering and similar laws, and you consent to disclosure to regulators and financial institutions as those laws require; and (4) the Company may take remedial action, including blocking transactions or, to the extent permitted by its charter and the offering documents, compulsory redemption, if required to comply with applicable law.
Entity and Signing Authority
If you are investing through an entity, the entity is duly organized, validly existing, and authorized to make the investment, and the person signing on its behalf has full authority to do so. If you are an individual, you are of legal age and have the legal capacity to make the investment.
REIT Ownership Limits
You understand that the Company’s charter restricts the ownership and transfer of Shares in order to preserve the Company’s qualification as a real estate investment trust, including limits on the percentage of outstanding Shares that any person may own, directly or constructively. You represent that your acquisition of Shares will not cause you, or, to your knowledge, any other person, to exceed those limits. You acknowledge that any acquisition or transfer of Shares in violation of those limits may be void or subject to the other remedies provided in the charter.
Benefit Plan Investors (Regulation D and Regulation S Only)
You will disclose to the Company whether you are, or are investing on behalf of or with the assets of, a “benefit plan investor” as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including an employee benefit plan subject to Title I of ERISA, a plan or individual retirement account subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or an entity whose underlying assets include plan assets. If so, you represent that your investment will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code, and you acknowledge that the Company may limit or reject investments by benefit plan investors so that its assets are not treated as “plan assets” under ERISA.
Company Counsel
You understand that the internal and external legal counsel of the Company, GromaCorp, Inc., and their affiliates represent the Company and its affiliates, and not you. You have not been represented by Company counsel in connection with this offering and may retain your own counsel.
Electronic Signatures, Reports, and Communications
Your electronic signature agreeing to these Terms, including any signature applied through the Portal or another method of electronic execution approved by the Company, and your wallet confirmation for purchases of GRO through Uniswap, each have the same legal effect as a handwritten signature. You consent to receive all communications, documents, tax forms, and reports electronically, including by email or by posting to the Portal, unless the Company elects to provide physical copies. You may request a physical copy of any document, or withdraw this consent, by notice to the Company, and you agree to maintain a current email address with the Company.
Proxy for Public Offering-Related Amendments
To the extent described in the offering documents for your offering, you grant the Company a limited, irrevocable proxy to vote your Shares solely in favor of amendments to the Company’s charter necessary for a potential initial public offering. This proxy expires upon the commencement of such offering.
Transfer Restrictions and Legends
You will not transfer your Shares except as permitted by Section 6 and the restrictions applicable to your offering. Where your Shares are restricted securities or otherwise subject to transfer restrictions, you consent to the placement of legends reflecting those restrictions and to related notations in the Company’s records.
Indemnification
To the extent permitted by law, you agree to indemnify the Company and its affiliates for any loss, liability, or expense arising from any breach of your representations or any failure to perform your obligations under these Terms. Nothing in this provision waives any right you may have under the federal or state securities laws.
Confirmation and Acceptance
Your investment becomes effective only upon acceptance by the Company. The Company may accept or reject any subscription, in whole or in part, within thirty (30) days of submission. If a subscription is rejected, the subscription funds will be returned within ten (10) business days without interest or deduction. If the funds received differ from the subscription amount, your subscription will be adjusted to reflect the maximum number of Shares purchasable with the funds received, subject to any applicable investment limits and minimums. Regulation Crowdfunding investments are instead governed by the Form C and Wefunder’s terms. Purchases of GRO through Uniswap settle on-chain at the time of the transaction and are not subject to this paragraph.
Reaffirmation
By agreeing to these Terms in connection with any subsequent investment through the Portal, or by making any subsequent purchase of GRO from a verified wallet, you reaffirm the representations and warranties set forth in these Terms, except to the extent you notify the Company in writing of any material change.
Governing Law and Entire Agreement
These Terms are governed by the laws of the State of Maryland. These Terms (which, together with the information you provide and your electronic signature, form your subscription agreement) and the offering documents for your offering constitute the entire agreement between you and the Company with respect to your investment and supersede all prior discussions and understandings. In the event of any conflict, the offering documents control.
Modifications
The Company may modify these Terms by posting a revised version with a new “Last updated” date. Any modification applies only to subscriptions signed after the revised version is posted and does not alter the terms of any investment previously accepted by the Company without your consent.
Privacy
You have reviewed, or have had the opportunity to review, the Privacy Policy of GromaCorp, Inc.
Bad Actor Compliance (20% Holders Only)
If, upon completion of your investment, you would be the beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, you represent that you are not subject to any disqualifying event described in Rule 506(d) of Regulation D or Rule 503 of Regulation Crowdfunding (including certain criminal convictions, court injunctions and restraining orders, final orders of securities, banking, and insurance regulators, SEC disciplinary and cease-and-desist orders, suspensions or expulsions from a self-regulatory organization, and U.S. Postal Service false representation orders) within the applicable look-back periods. You will promptly notify the Company of any such event occurring while you hold that interest and will cooperate with related compliance requirements.
Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
8. Contact Information
Questions regarding these Terms or the status of an investment may be directed to the Company’s Investor Relations team. Questions regarding Regulation Crowdfunding investments may also be directed to Wefunder.
Privacy Policy
This Privacy Policy explains how GromaCorp, Inc. (the “Company,” “we,” or “us”) collects, uses, and discloses information through our website at https://groma.com and related services, including the investor portal (the “Services”). If you invest in Groma NAV REIT, any investor privacy notice provided to you in connection with your investment controls over this Privacy Policy to the extent of any conflict.
Last updated: October 30, 2026
1. Information We Collect
Personal Information
“Personal Information” is information that identifies or relates to an identifiable individual, including your name, postal address, telephone number, email address, financial and demographic information, information you voluntarily provide or that can be inferred from it, and any information needed to operate the business of the Company and its affiliates. We collect it through the Services (for example, when you sign up for emails or access our investor portal) and from other sources, such as data aggregators, demographic information services, and credit reporting agencies. If you do not provide requested information, we may be unable to provide the Services.
If you invest, Personal Information also includes the information collected to verify your identity and eligibility, such as government-issued identification, proof of residency, tax forms, accredited investor documentation, digital wallet addresses, and location information (including IP address) used to confirm compliance with offering requirements, as described in the Investor Terms & Conditions.
Other Information
“Other Information” is information that does not reveal your specific identity, such as browser and device information, usage data, demographic information, and aggregated data. We collect it through your browser or device, cookies, pixel tags, and analytics tools, including Google Analytics (you may opt out at https://tools.google.com/dlpage/gaoptout). We may also collect your device’s physical location to provide location-based content. Most browsers allow you to decline cookies, although some features of the Services may not function properly if you do. We do not currently respond to do-not-track signals.
2. How We Use Information
We use Personal Information to provide the Services and investor portal access; respond to inquiries; complete and verify transactions; verify identity, eligibility, and accredited investor status; comply with anti-money laundering, sanctions, tax, securities, and other legal requirements; send newsletters and marketing communications (with your consent or where we have a legitimate interest); analyze and improve the Services; prevent fraud and maintain security; conduct audits; develop new products; measure the effectiveness of our marketing; and operate and expand our business.
We may aggregate or anonymize Personal Information and use the result for any purpose. We may use Other Information for any purpose, except where applicable law requires otherwise. If we combine Other Information with Personal Information, we treat the combined information as Personal Information.
3. How We Disclose Information
We share Personal Information with service providers that support our business, such as hosting, data analysis, payment processing, identity and accredited investor verification, transfer agency, information technology, email delivery, fraud prevention, and auditing. We may also disclose Personal Information to comply with applicable law (including laws outside your country of residence); to cooperate with government and regulatory authorities; to enforce our terms; to protect our rights and the safety of others; and in connection with a merger, sale, reorganization, bankruptcy, or similar transaction.
4. Your Choices
Marketing communications
You may opt out of marketing emails by following the instructions in those emails. We may continue to send you administrative messages.
SMS messages
With your express consent, we may send SMS messages for two-factor authentication, scheduling, confirmations, reminders, and coordination. We will not share your mobile number or SMS consent with third parties for marketing purposes, but we may share it with subcontractors that provide customer service or technical support on our behalf. Reply “STOP” to opt out or “HELP” for help. Message and data rates may apply.
Access and other requests
To the extent applicable law provides these rights, you may request to access, correct, delete, restrict, or receive a copy of your Personal Information, or object to its processing, by contacting us as described below. We may need to verify your identity before responding, and we may retain certain information for recordkeeping purposes, to comply with legal obligations, or to complete pending transactions.
5. Security and Retention
We use reasonable organizational, technical, and administrative safeguards to protect Personal Information, but no system is completely secure. If you believe that your interaction with us is no longer secure, please contact us immediately.
We retain Personal Information for as long as needed for the purposes for which it was collected, based on our relationship with you, our legal and regulatory obligations, and our legal position (for example, applicable statutes of limitations or investigations).
Transactions recorded on a public blockchain, including transfers to or from a digital wallet address, are publicly visible and cannot be altered or deleted by us.
6. Third Parties and International Transfers
We are not responsible for the privacy practices of third-party websites linked from the Services. Your information may be stored and processed in the United States or in other countries whose data protection rules differ from those of your country, and where courts, law enforcement, and other authorities may be able to access it.
7. Additional Information for Individuals in the EEA, United Kingdom, and Switzerland
This Section applies where the EU General Data Protection Regulation, the UK General Data Protection Regulation, or the Swiss Federal Act on Data Protection applies to our processing of your Personal Information.
Controller
GromaCorp, Inc. is the controller of your Personal Information and can be contacted as described in Section 9.
Legal bases for processing
We process Personal Information: (1) to perform a contract with you or to take steps at your request before entering into one, such as processing an investment; (2) to comply with our legal obligations, including anti-money laundering, sanctions, tax, and securities laws; (3) for our legitimate interests in operating, securing, and improving the Services, preventing fraud, and communicating with investors and prospective investors, where those interests are not overridden by your rights; and (4) with your consent, such as for certain marketing communications, non-essential cookies, and SMS messages. Where we rely on consent, you may withdraw it at any time, without affecting the lawfulness of processing before withdrawal. Information needed to verify your identity and eligibility is required by law and to process an investment; if it is not provided, we will be unable to accept your investment.
International transfers
We transfer Personal Information to the United States and other countries that may not provide the same level of data protection as your country. Where required, we rely on appropriate safeguards for these transfers, such as the European Commission’s standard contractual clauses, the UK International Data Transfer Addendum, or other mechanisms permitted by applicable law. You may request a copy of these safeguards by contacting us.
Your rights
Subject to applicable law, you have the rights described in Section 4, the right to withdraw consent, and the right to lodge a complaint with the data protection supervisory authority in the country where you live or work or where an alleged infringement occurred (in the United Kingdom, the Information Commissioner’s Office; in Switzerland, the Federal Data Protection and Information Commissioner).
8. Updates
Changes to this Privacy Policy take effect when posted, as reflected in the “Last updated” date above.
9. Contact Us
GromaCorp, Inc.
31 New Chardon Street
Boston, MA 02114
hello@groma.com
Please do not send credit card numbers or other sensitive information by email.
Web Terms of Use
These Terms of Use govern access to and use of groma.com and related domains. Investments in Groma NAV REIT are governed by the Investor Terms & Conditions and the applicable offering documents.
Last updated: October 30, 2026
Securities Disclaimers
Forward-looking statements
This Website may contain forward-looking statements, which can be identified by words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “plan,” and similar expressions, including statements regarding issuers’ financial condition, anticipated capital expenditures, and future cash distributions. Actual results may differ materially due to factors including changes in economic or real estate conditions, construction cost overruns and delays, rising interest rates, the inability to lease vacant space, and the need to fund capital expenditures from operating cash flow in excess of available reserves. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them, except as required by law.
Not an offer
Nothing on the Website constitutes an offer to sell or a solicitation of an offer to buy any security. Any offering will be made only by means of the applicable offering documents (such as a private placement memorandum or Form C), which must be read in full to understand the risks of the offering.
Affiliate Funds
Some information on the Website relates to offerings by funds sponsored by us or our affiliates (the “Affiliate Funds”). Unless stated otherwise, properties shown are illustrative only and are not owned or targeted for acquisition by any Affiliate Fund. Investing in the Affiliate Funds involves substantial risks, including the absence of a public market for the securities, no operating history, no identified properties, limited transferability and liquidity, possible delays in distributions, reliance on the sponsor or advisor, significant fees, conflicts of interest, and limited diversification. These investments are not suitable for all investors. See the applicable offering documents for risks and suitability standards in your state. No regulatory agency has passed on or endorsed the merits of the Affiliate Funds.
NEITHER THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR ANY OTHER STATE HAS PASSED ON OR ENDORSED THE MERITS OF ANY OFFERING OF THE AFFILIATE FUNDS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
1. Acceptance of Terms
These Terms of Use (the “Terms”) govern your use of www.groma.com and related domains (the “Website”), including all content, materials, and functionality (the “Content”), operated by GromaCorp, Inc. (“we,” “us,” or “our”) on behalf of itself and its subsidiaries, affiliates, and affiliated funds (the “Affiliated Entities”). Each Affiliated Entity is a separate legal entity, and no legal or financial relationship among them should be implied.
By using the Website, you agree to these Terms on behalf of yourself and anyone you represent, and you confirm that you are able to form a binding contract and are authorized to do so. If you do not agree, do not use the Website. By clicking “I Accept” or a similar control on an offering page, you confirm that you have received the applicable offering document and have had the opportunity to review these Terms and the offering’s risk factors.
If you invest, your investment is also governed by the Investor Terms & Conditions and the applicable offering documents, which control over these Terms with respect to your investment.
2. License and Accounts
We grant you a limited, nonexclusive, nontransferable, revocable license to view the Content and to save or print copies solely for your personal informational use. You may not copy, distribute, modify, sell, reverse engineer, frame, or otherwise exploit the Website or the Content without our prior written permission. Linking to the Website requires our prior permission. All rights not expressly granted are reserved.
You may need to register to use certain parts of the Website. You must provide accurate, current, and complete information, which is governed by our Privacy Policy. You must keep your login credentials confidential, not share your account, log out at the end of each session, and notify us immediately of any unauthorized use. We may reject usernames and may suspend or terminate any account at any time, for any reason, without liability.
3. Accuracy and Availability
We seek to keep the Website accurate and current; however, some Content may contain errors, may be incomplete or out of date, and is provided for general information only. Information about the Affiliated Entities may change at any time, and eligibility, suitability, or geographic restrictions may apply. You rely on the Content at your own risk and should verify information before acting on it. We may change, restrict, or discontinue the Website at any time without notice or liability.
4. Prohibited Uses
You agree to use the Website lawfully and not to: submit false information; harass others or infringe their rights; post objectionable material; upload malicious code; disrupt the Website or its servers; harvest user data; access the accounts of others or attempt unauthorized access; interfere with the use of the Website by others; or impersonate us or any other person. We are not obligated to monitor use of the Website but may monitor, retain, and disclose information as required by law or legal process. Communications over the internet and by email may not be secure, and you accept that risk.
5. Third-Party Links
Links to third-party websites are provided for convenience only. We do not control or endorse them and are not responsible for their content or for any loss arising from your use of them.
6. Disclaimer of Warranties
THE WEBSITE AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE WILL BE ACCURATE, COMPLETE, SECURE, ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND WE ARE NOT LIABLE FOR ANY LOSS CAUSED BY SUCH COMPONENTS OR BY DENIAL-OF-SERVICE ATTACKS. THIS SECTION DOES NOT AFFECT WARRANTIES THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
7. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE NOR THE AFFILIATED ENTITIES, NOR OUR OR THEIR LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, LINKED SITES, OR CONTENT, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, LOST PROFITS, OR LOST DATA, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. ANY CLAIM RELATING TO THESE TERMS OR THE WEBSITE MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER IT ARISES OR IT IS PERMANENTLY BARRED.
Nothing in these Terms, including Sections 6 through 8 and Section 11, waives or limits any right you may have under the federal or state securities laws, or any liability that cannot be limited under applicable law.
8. Indemnification
You agree to defend, indemnify, and hold harmless the Affiliated Entities and their respective officers, directors, employees, agents, licensors, and successors from and against any claims, losses, and expenses (including reasonable attorneys’ fees) arising from your use of the Website, your violation of these Terms or any law, or your violation of the rights of any third party.
9. Intellectual Property
The Website and all Content, including text, images, graphics, software, trademarks, and logos, are owned by us, the Affiliated Entities, or our licensors and are protected by intellectual property laws. You may not use any marks without the prior written permission of their owner or in any manner that is likely to cause confusion or that disparages us. If you use the Website in breach of these Terms, your right to use the Website terminates immediately and you must return or destroy any copies you have made.
10. Changes and Termination
We may update these Terms at any time and will post a banner notice of material changes for a reasonable period. Your continued use of the Website after an update constitutes acceptance of the revised Terms. If you object to these Terms or are dissatisfied with the Website, your sole remedy is to discontinue use of the Website and, if you are a registered user, to notify us in writing. Your license terminates immediately upon any termination or suspension.
11. Arbitration
YOU ARE GIVING UP THE RIGHT TO LITIGATE CLAIMS IN COURT OR BEFORE A JURY AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.
Any dispute between you and us or any Affiliated Entity arising from or relating to the Website or these Terms will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules then in effect. The arbitrator will decide all questions of arbitrability and enforceability and may award any relief available in court. Either party may seek temporary or injunctive relief in court without breaching this Section. This Section survives termination of these Terms. If this Section is found unenforceable, it is void in its entirety and Section 13 governs venue.
12. Equitable Relief and Assignment
Misuse of the Website or the Content would cause us irreparable harm. Accordingly, we may seek injunctive relief without posting a bond (or, if a bond is required, a bond of $1,000), in addition to any other remedies. You may not assign your rights under these Terms without our prior written consent. We may assign our rights under these Terms without notice to you.
13. Governing Law and General Terms
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Subject to Section 11, any claim you bring must be filed exclusively in the state or federal courts located in the State of Delaware, and you consent to their jurisdiction and waive any objection to venue. The Website is operated from the United States. If you access the Website from outside the United States, you are responsible for compliance with local laws, and certain offerings described on the Website may not be available in your jurisdiction.
Notices to you may be given by email if you have provided an email address. We are not liable for any failure to perform caused by events beyond our reasonable control. Our failure to enforce any provision is not a waiver of that provision. If any provision of these Terms is held invalid, the remaining provisions remain in effect. Section headings are for convenience only. These Terms are the entire agreement between you and us regarding the Website and supersede all prior agreements on this subject.
14. SMS Messaging Terms
By providing your mobile number and consenting to receive text messages from Groma, you agree to receive SMS messages for two-factor authentication, tour scheduling, confirmations, reminders, and coordination for rental properties. Message frequency varies based on your activity and scheduled tours. Message and data rates may apply.
Text STOP to any message to unsubscribe; you will receive one confirmation message and no further messages. To resubscribe, opt in again in the same manner as you originally did. Text HELP for support information, or contact management@groma.com. Carriers are not liable for delayed or undelivered messages. For questions about your text or data plan, contact your wireless provider.
We will not share your mobile number or SMS consent with third parties for marketing or promotional purposes. We may share it with subcontractors that provide customer service or technical support on our behalf. See our Privacy Policy for more information.
15. Contact
Questions, feedback, and support requests may be directed to us through the Website’s “Contact” page or at hello@groma.com.
An investment in the Shares involves a high degree of risk, including the possible loss of the entire investment. Past performance is not indicative of future results. Investors should read the applicable offering documents, including the risk factors described in them, before investing.
© 2026 GromaCorp, Inc. All rights reserved.
