We intend to allow the redemption of shares of common stock on a semi-annual basis, with effective dates of repurchase on March 31 and September 30 of each year.

Shares will be repurchased at the NAV per share calculated as of such date.

Investors should be aware, however, that we invest in commercial real estate, and real estate is a less liquid asset class than public equity and fixed income securities. Potential HappyNest investors should adopt a long-term investment mentality to realize the full benefits of compounding interest and capital appreciation.

To minimize short-term “flipping” of HappyNest shares in a way that might be disruptive to orderly investment activities and that might adversely affect other stockholders with different investment time horizons, shares are (except in the limited circumstances described below) subject to a minimum holding period of six months before they are eligible for redemption. Redemption prices will be as follows:

Our board of directors reserves the right to decline any request for share repurchase for any reason, or to amend, suspend or terminate the share repurchase program at any time upon no less than 30 days’ prior written notice. We reserve the right to allow stockholders, on a one-time basis per stockholder, to terminate a share-purchase without the above discounts and without regard to the six month minimum holding period described above.

Our repurchase program also provides that in the event of the death or qualifying disability of a stockholder, upon provision of documentation to our transfer agent as they may require, we may repurchase shares prior to the end of the six month holding period and without application of the discounts to NAV per share described above.

Our charter provides that we may not repurchase shares of our common stock if such repurchase would materially impair our capital or operations as determined by our board of directors. For example, the board of directors may determine not to repurchase shares if, as a result of such repurchase, 25% or more of the value of any class of equity interests in the Company was held by benefit plan investors under ERISA.

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