Exhibit 4.2


 





NEXREGEN REAL ESTATE INVESTMENT TRUST
I


 


DIVIDEND REINVESTMENT PLAN 


 


Nexregen Real Estate Investment Trust, a California real estate
investment trust (the “Company”), has adopted a Dividend Reinvestment Plan (the “DRP”), the terms
and conditions of which are set forth below. Capitalized terms shall have the same meaning as set forth in the Company’s
declaration of trust unless otherwise defined herein.


 


1.        Number
of Shares Issuable. The number of Shares authorized for issuance under the DRP is 3,000,000.


 


2.        Participants.
“Participants ” are holders of the Company’s Shares who elect to participate in the DRP.


 


3.        Dividend
Reinvestment. The Company will apply that portion (as designated by a Participant) of the dividends and other distributions
(“Distributions” ) declared and paid in respect of a Participant’s Shares to the purchase of additional
Shares for such Participant. Such shares will be sold directly by the Company to the Participant in the same manner in which the
Company sold the underlying shares to which the Distributions relate unless the Participant makes a new election through a different
distribution channel. The Company will not pay selling commissions on Shares purchased in the DRP.


 


4.        Procedures
for Participation. Qualifying stockholders may elect to become Participants by completing and executing the Subscription Agreement,
an enrollment form or any other Company-approved authorization form as may be available from the Company. To increase their participation,
Participants must complete a new enrollment form. Participation in the DRP will begin with the next Distribution payable after
receipt of a Participant’s subscription, enrollment or authorization. Shares will be purchased under the DRP on the date
that the Company makes a Distribution. Distributions will be paid as authorized and declared by the Company’s board of trust
managers.


 


5.        Purchase
of Shares. Until the Company establishes an estimated value per Share that is not based on the price to acquire a Share in
the Company ’s primary offering or a follow-on public offering, Participants will acquire Shares at a price of $10.00 per
share. Upon the Company’s announcement that the Company has established an estimated value per Share that is not based on
the price to acquire a Share in the Company’s primary offering or a follow-on public offering, Participants will acquire
Shares at a price equal to the estimated value of the Company’s Shares as updated from time to time. The Company expects
to establish an estimated value per Share that is not based on the price to acquire a Share in the Company’s primary offering
or a follow-on public offering after the completion of its offering stage and to provide updated estimates of the per share value
of its Shares from time to time thereafter. The Company’s offering stage will be complete when the Company is no longer publicly
offering equity securities – whether through its initial public offering or follow-on public offerings – and has not
done so for 18 months. For the purpose of determining when the Company’s offering stage is complete, public equity offerings
do not include offerings on behalf of selling stockholders or offerings related to any dividend reinvestment plan or employee benefit
plan. Participants in the DRP may purchase fractional shares so that 100% of the Distributions will be used to acquire shares.
However, a Participant will not be able to acquire shares under the DRP to the extent such purchase would cause it to exceed limits
set forth in the Company’s declaration of trust, as amended.


 






    	 



    	 



    

 


6.        Taxation
of Distributions. The reinvestment of Distributions in the DRP does not relieve Participants of any taxes that may be payable
as a result of those Distributions and their reinvestment pursuant to the terms of this DRP.


 


7.        Share Certificates.
The shares issuable under the DRP shall be uncertificated until the board of trust managers determines otherwise.


 


8.        Voting
of DRP Shares. In connection with any matter requiring the vote of the Company’s stockholders, each Participant will
be entitled to vote all shares acquired by the Participant through the DRP.


 


9.        Reports.
Within 90 days after the end of the calendar year, the Company shall provide each Participant with (i) an individualized report
on the Participant’s investment, including the purchase date(s), purchase price and number of Shares owned, as well as the
amount of Distributions received during the prior year; and (ii) all material information regarding the DRP and the effect
of reinvesting dividends, including the tax consequences thereof.


 


10.      Termination by Participant.
A Participant may terminate participation in the DRP at any time by delivering to the Company a written notice. To be effective
for any Distribution, such notice must be received by the Company at least ten business days prior to the last day of the month
to which the Distribution relates. Notwithstanding the preceding sentence, if the Company publicly announces a new estimated value
per Share, then a Participant shall have no less than two business days after the date of such announcement to notify the Company
in writing of Participant’s termination of participation in the DRP and Participant’s termination will be effective
for the next date Shares are purchased under the DRP. Any transfer of Shares by a Participant will terminate participation in the
DRP with respect to the transferred Shares. Upon termination of DRP participation, Distributions will be distributed to the stockholder
in cash.


 


11.      Amendment or Termination
of DRP by the Company. The Company may amend or terminate the DRP for any reason upon ten days’ notice to the Participants.
The Company may provide notice by including such information in a separate mailing to Participants.


 


12.      Liability of the Company.
The Company shall not be liable for any act done in good faith, or for any good faith omission to act.


 


13.      Governing Law.
The DRP shall be governed by the laws of the State of California.