Equibles

10-Q

Cantor Fitzgerald Income Trust, Inc. (CFTR-PA)

10-Q 2022-05-16 For: 2022-03-31
View Original
Added on April 14, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

Commission file number: 000-56043

Cantor Fitzgerald Income Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland 81-1310268
(State or other jurisdiction of <br>incorporation or organization) (I.R.S. Employer <br>Identification No.)
110 E. 59^th^ Street, New York, NY 10022
(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code) (212) 938-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   ☒     No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   ☒     No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ☐    No   ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 11, 2022, the registrant had 3,634,868 Class AX Shares, 1,212,145 Class IX Shares, 1,097,734 Class TX Shares, 5,513,096 Class I Shares, 874,659 Class T Shares, 396,574 Class D Shares and 5,858 Class S Shares of $0.01 par value common stock outstanding.

CANTOR FITZGERALD INCOME TRUST, INC.

TABLE OF CONTENTS

Page
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements (Unaudited) 3
Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 3
Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and March 31, 2021 5
Consolidated Statement of Comprehensive Income (Loss) for the Three Months Ended March 31, 2022 and March 31, 2021 6
Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2022 and March 31, 2021 7
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and March 31, 2021 8
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 42
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 65
Item 4. Controls and Procedures. 66
PART II - OTHER INFORMATION 68
Item 1. Legal Proceedings. 68
Item 1A. Risk Factors. 68
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 70
Item 3. Defaults Upon Senior Securities. 71
Item 4. Mine Safety Disclosures. 71
Item 5. Other Information. 71
Item 6. Exhibits. 71
Signatures 74

Item 1. Financial Statements.

CANTOR FITZGERALD INCOME TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

December 31, 2021
Assets
Investment in real estate, net of accumulated depreciation of 22,170,143 and 18,256,155, respectively 661,333,695 $ 609,708,084
Cash and cash equivalents 20,289,635 15,361,059
Restricted cash 3,116,730 3,665,085
Investments in real estate-related assets 30,984,303 31,458,326
Intangible assets, net of accumulated amortization of 13,944,532 and 10,903,590, respectively 63,918,359 61,583,894
Operating lease right-of-use asset 16,445,757 16,466,271
Deferred rent receivable 7,186,507 5,716,375
Prepaid expenses and other assets 7,125,302 5,701,723
Derivative assets, at fair value 3,709,924 —
Due from related party 415,835 415,835
Stock subscriptions receivable — 419,684
Accrued preferred return receivable — 81,018
Accrued income from mezzanine loan investment — 72,498
Total assets 814,526,047 $ 750,649,852
Liabilities and Equity
Liabilities
Loans payable, net of deferred financing costs of 3,685,465 and 3,798,470, respectively 375,201,719 $ 356,088,714
Intangible liabilities, net of accumulated amortization of 2,456,193 and 2,201,745, respectively 11,148,609 9,285,256
Operating lease liability 16,445,757 16,466,271
Distributions payable 6,904,414 6,311,100
Due to related parties 5,623,244 2,109,833
Restricted reserves 3,076,685 3,932,628
Deferred revenue 1,155,313 1,404,670
Accrued interest payable 990,873 802,286
Accounts payable and accrued expenses 864,837 149,792
Derivative liabilities, at fair value — 157,709
Total liabilities 421,411,451 $ 396,708,259
Commitments and contingencies (Note 12)
Stockholders' equity
Controlling interest
Preferred stock, 0.01 par value per share, 50,000,000 shares authorized,<br>   and 0 issued and outstanding at each March 31, 2022 and December 31, 2021 — —
Class AX common stock, 0.01 par value per share, 10,000,000 shares authorized,<br>   and 3,593,478 and 3,441,219 issued and outstanding at March 31, 2022 and<br>   December 31, 2021, respectively 35,935 34,412
Class TX common stock, 0.01 par value per share, 5,000,000 shares authorized,<br>  and 1,130,588 and 1,319,066 issued and outstanding at March 31, 2022 and<br>   December 31, 2021, respectively 11,306 13,191
Class IX common stock, 0.01 par value per share, 5,000,000 shares authorized,<br>   and 1,209,492 and 1,203,025 issued and outstanding at March 31, 2022 and<br>   December 31, 2021, respectively 12,095 12,030
Class T common stock, 0.01 par value per share, 100,000,000 shares authorized,<br>  and 740,526 and 555,074 issued and outstanding at March 31, 2022 and<br>   December 31, 2021, respectively 7,405 5,551
Class S common stock, 0.01 par value per share, 20,000,000 shares authorized,<br>   and 4,363 issued and 4,362 outstanding at each March 31, 2022 and<br>   December 31, 2021, respectively 44 44
Class D common stock, 0.01 par value per share, 60,000,000 shares authorized,<br>  and 375,628 issued and 275,596 outstanding at each March 31, 2022 and<br>   December 31, 2021, respectively 3,756 2,756
Class I common stock, 0.01 par value per share, 200,000,000 shares authorized,<br>   and 4,369,581 and 2,707,306 issued and outstanding at March 31, 2022 and<br>   December 31, 2021, respectively 43,696 27,073
Additional paid-in capital 291,001,622 238,954,331

All values are in US Dollars.

Retained earnings/accumulated deficit and cumulative distributions (37,771,857 ) (30,111,852 )
Accumulated other comprehensive income/(loss) 370,992 (15,771 )
Total controlling interest 253,714,994 208,921,765
Non-controlling interests in subsidiaries 139,399,602 145,019,828
Total stockholders' equity 393,114,596 353,941,593
Total liabilities and stockholders' equity $ 814,526,047 $ 750,649,852

See accompanying notes to consolidated financial statement

CANTOR FITZGERALD INCOME TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

For the Three Months
Ended March 31,
2022 2021
Revenues:
Rental revenues $ 12,313,333 $ 3,283,600
Preferred return income 238,461 235,215
Income from mezzanine loan investment 254,227 250,763
Other property operating revenues 1,348,580 518,932
Total revenues 14,154,601 4,288,510
Operating expenses (income):
General and administrative expenses 4,066,994 40,456
Depreciation and amortization 6,899,136 1,835,594
Management fees 1,129,214 503,584
Property operating expenses 3,751,574 352,802
Total operating expenses 15,846,918 2,732,436
Other income (expense):
Income/(loss) from investments in real estate-related assets (369,467 ) (261,807 )
Interest income 3,596 1,864
Interest expense (2,812,327 ) (1,082,615 )
Total other income (expense) (3,178,198 ) (1,342,558 )
Net income (loss) $ (4,870,515 ) $ 213,516
Net income (loss) attributable to non-controlling interest (1,215,143 ) 79,331
Net income (loss) attributable to common stockholders $ (3,655,372 ) $ 134,185
Weighted average shares outstanding 10,757,050 6,730,123
Net income (loss) per common share - basic and diluted $ (0.34 ) $ 0.02

See accompanying notes to consolidated financial statements

CANTOR FITZGERALD INCOME TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

For the Three Months
Ended March 31,
2022 2021
Net income (loss) $ (4,870,515 ) $ 213,516
Other comprehensive income (loss)
Unrealized gain (loss) on derivative instruments 3,867,633 —
Comprehensive income (loss) (1,002,882 ) 213,516
Amounts attributable to noncontrolling interests
Net income (loss) (1,215,143 ) 79,331
Unrealized gain (loss) on derivative instruments 3,480,870 —
Comprehensive income (loss) attributable to noncontrolling interests 2,265,727 79,331
Comprehensive income (loss) attributable to common stockholders $ (3,268,609 ) $ 134,185

See accompanying notes to consolidated financial statements

CANTOR FITZGERALD INCOME TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

Controlling Interest
Retained<br><br><br>Earnings/
Common Stock Additional Accumulated<br><br><br>Deficit and Accumulated<br><br><br>Other Non- Total
Class AX Class TX Class IX Class I Class T Class D Class S Paid-In Cumulative Comprehensive controlling Stockholders'
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Distributions Income/(loss) interest Equity
Balance as of January 1, 2021 3,458,541 $ 34,585 1,472,875 $ 14,729 1,218,108 $ 12,181 160,013 $ 1,600 44,884 $ 449 39,281 $ 393 1,567 $ 16 $ 161,040,483 $ (17,735,594 ) $ — $ 2,150,741 $ 145,519,583
Common stock — — — — — — 281,800 2,818 98,221 982 76,298 763 — — 10,986,960 — — — 10,991,523
Common stock repurchased (29,237 ) (292 ) (20,547 ) (206 ) (28,993 ) (290 ) — — — — — — — — (1,883,650 ) — — — (1,884,438 )
Distribution reinvestment 19,855 199 7,967 80 6,856 69 1,193 12 188 2 219 2 1 — 867,260 — — — 867,624
Offering costs, commissions<br><br><br>and fees — — — — — — — — — — — — — — (160,379 ) — — — (160,379 )
Net income (loss) — — — — — — — — — — — — — — — 134,185 — 79,331 213,516
Distributions declared on<br><br><br>common stock — — — — — — — — — — — — — — — (2,480,810 ) — — (2,480,810 )
Non-controlling interests — — — — — — — — — — — — — — — — — 43,138,777 43,138,777
Balance as of<br><br><br>March 31, 2021 3,449,159 $ 34,492 1,460,295 $ 14,603 1,195,971 $ 11,960 443,006 $ 4,430 143,293 $ 1,433 115,798 $ 1,158 1,568 $ 16 $ 170,850,674 $ (20,082,219 ) $ — $ 45,368,849 $ 196,205,396
Controlling Interest
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Retained<br><br><br>Earnings/
Common Stock Additional Accumulated<br><br><br>Deficit and Accumulated<br><br><br>Other Non- Total
Class AX Class TX Class IX Class I Class T Class D Class S Paid-In Cumulative Comprehensive controlling Stockholders'
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Distributions Income/(loss) interest Equity
Balance as of January 1, 2022 3,441,219 $ 34,412 1,319,066 $ 13,191 1,203,025 $ 12,030 2,707,306 $ 27,073 555,074 $ 5,551 275,596 $ 2,756 4,362 $ 44 $ 238,954,331 $ (30,111,852 ) $ (15,771 ) $ 145,019,828 $ 353,941,593
Common stock 180,600 1,807 (180,740 ) (1,808 ) — — 1,653,108 16,531 185,212 1,851 103,726 1,037 — — 49,994,745 — — — 50,014,163
Common stock repurchased (47,476 ) (475 ) (14,299 ) (143 ) — — (1,000 ) (10 ) (1,227 ) (12 ) (5,154 ) (52 ) — — (1,783,734 ) — — — (1,784,426 )
Distribution reinvestment 19,135 191 6,561 66 6,467 65 10,167 102 1,467 15 1,460 15 1 — 1,145,760 — — — 1,146,214
Offering costs, commissions<br><br><br>and fees — — — — — — — — — — — — — — (500,907 ) — — — (500,907 )
Net income (loss) — — — — — — — — — — — — — — — (3,655,372 ) — (1,215,143 ) (4,870,515 )
Distributions declared on<br><br><br>common stock — — — — — — — — — — — — — — — (4,004,633 ) — — (4,004,633 )
Designated derivatives, fair<br><br><br>value adjustments — — — — — — — — — — — — — — — — 386,763 3,480,870 3,867,633
Acquired or syndicated ownership interests — — — — — — — — — — — — — — 3,191,427 — — — 3,191,427
Non-controlling interests — — — — — — — — — — — — — — — — — (7,885,953 ) (7,885,953 )
Balance as of<br><br><br>March 31, 2022 3,593,478 $ 35,935 1,130,588 $ 11,306 1,209,492 $ 12,095 4,369,581 $ 43,696 740,526 $ 7,405 375,628 $ 3,756 4,363 $ 44 $ 291,001,622 $ (37,771,857 ) $ 370,992 $ 139,399,602 $ 393,114,596

See accompanying notes to consolidated financial statements

CANTOR FITZGERALD INCOME TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Three Months
Ended March 31,
2022 2021
Cash flows from operating activities:
Net income (loss) $ (4,870,515 ) $ 213,516
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 7,064,471 1,854,993
Loss from investments in real estate-related assets 369,467 261,807
Amortization of above-market lease intangibles 49,095 7,574
Amortization of below-market lease intangibles (247,748 ) (211,972 )
Changes in assets and liabilities:
Proceeds from investments in real estate-related assets 104,556 101,676
(Increase) in deferred rent receivable (1,470,132 ) (2,814,830 )
Decrease/(increase) in accrued preferred return receivable 81,018 (81,018 )
Decrease/(increase) in accrued income from mezzanine loan investment 72,498 (72,691 )
(Increase) in prepaid expenses and other assets (1,423,579 ) (2,157,445 )
Increase in due to related parties 3,692,679 20,590
(Decrease)/increase in deferred revenue (249,357 ) 9,712
(Decrease) in distribution payable (410,919 ) —
(Decrease)/increase in restricted reserves (855,943 ) 410,292
(Decrease) in accounts payable and accrued expenses (110,671 ) (491,881 )
Increase in accrued interest payable 188,587 59,334
Net cash provided by/(used in) operating activities 1,983,507 (2,890,343 )
Cash flows from investing activities:
Acquisition of real estate (63,898,627 ) (23,770,988 )
Cash used in investing activities (63,898,627 ) (23,770,988 )
Cash flows from financing activities:
Borrowings under credit facility 19,000,000 —
Proceeds from issuance of common stock, net 50,509,768 10,556,963
Distributions (3,384,825 ) (1,555,656 )
Payments for redemptions of common stock (1,714,806 ) (1,457,487 )
Non-controlling interest distributions (1,253,891 ) (30,000 )
Syndicated ownership interest 3,191,427 —
Payment of deferred financing costs (52,332 ) (646,435 )
Net cash provided by financing activities 66,295,341 6,867,385
Net increase in cash and cash equivalents and restricted cash 4,380,221 (19,793,946 )
Cash and cash equivalents and restricted cash, at beginning of period 19,026,144 33,524,830
Cash and cash equivalents and restricted cash, at end of period $ 23,406,365 $ 13,730,884
Reconciliation of cash and cash equivalents and restricted cash
Cash and cash equivalents $ 20,289,635 $ 11,119,462
Restricted cash 3,116,730 2,611,422
Total cash and cash equivalents and restricted cash $ 23,406,365 $ 13,730,884
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,507,071 $ 1,004,174
Non-cash investing and financing activities:
Distribution reinvestment $ 1,146,214 $ 867,624
Distributions payable $ 1,004,233 $ 659,881
Assumption of loans payable in conjunction with acquisitions of real estate $ — $ 107,852,000
Acquired non-controlling interests $ — $ 43,771,127

See accompanying notes to consolidated financial statements

Note 1 – Organization and Business Purpose

Cantor Fitzgerald Income Trust, Inc., formerly known as Rodin Global Property Trust, Inc. (the “Company”), was formed on February 2, 2016 as a Maryland corporation that has elected and qualified to be taxed as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes beginning with the taxable year ending December 31, 2017. The Company’s unaudited consolidated financial statements include Cantor Fitzgerald Income Trust Operating Partnership, L.P., formerly known as Rodin Global Property Trust Operating Partnership, L.P. (the “Operating Partnership”) and its operating subsidiaries. Substantially all of the Company’s business is conducted through the Operating Partnership, a Delaware partnership formed on February 11, 2016. The Company is the sole general and a limited partner of the Operating Partnership. Unless the context otherwise requires, the “Company” refers to the Company and the Operating Partnership. The Company currently operates its business in one reportable segment, which focuses on investing in and managing income-producing commercial properties and other real estate-related assets.

On February 2, 2016, the Company was capitalized with a $200,001 investment by the Company’s sponsor, Cantor Fitzgerald Investors, LLC (“CFI”) through the purchase of 8,180 Class A shares. In addition, a wholly owned subsidiary of CFI, Cantor Fitzgerald Income Trust OP Holdings, LLC, formerly known as Rodin Global Property Trust OP Holdings, LLC, (the “Special Unit Holder”), has invested $1,000 in the Operating Partnership and has been issued a special class of limited partnership units (“Special Units”), which is recorded as a non-controlling interest on the consolidated balance sheet as of March 31, 2022. The Company registered with the Securities and Exchange Commission (“SEC”) an offering of up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in shares in the Company’s primary offering (the “Primary Offering”) and up to $250 million in shares pursuant to its distribution reinvestment plan (the “DRP”, and together with the Primary Offering, the “Initial Offering”). On May 18, 2017, the Company satisfied the minimum offering requirement as a result of CFI’s purchase of $2.0 million in Class I shares (the “Minimum Offering Requirement”). On March 20, 2020, the Company filed a registration statement on Form S-11 with the SEC for a proposed second public offering (the “Follow-On Offering”). Subsequently, on July 31, 2020, the Company terminated the Primary Offering but is continuing to offer up to $50.0 million of common stock pursuant to the DRP. On August 10, 2020, the SEC declared the Follow-On Offering effective. In the Follow-On Offering, the Company is offering up to $1 billion in shares of common stock in a primary offering on a best efforts basis and $250 million in shares of common stock to be issued pursuant to the DRP. On July 30, 2020, the Company, amended its charter (as amended, the “Charter”) to redesignate its currently issued and outstanding Class A shares of common stock, Class T shares of common stock and Class I shares of common stock as “Class AX Shares,” “Class TX Shares” and “Class IX Shares,” respectively. In addition, on July 30, 2020, as set forth in the Charter, the Company has reclassified the authorized but unissued portion of its common stock into four additional classes of common stock: Class T Shares, Class S Shares, Class D Shares, and Class I Shares. The Class AX shares, Class TX shares and Class IX shares generally have the same rights, including voting rights, as the Class T shares, Class S shares, Class D shares and Class I shares that the Company is offering pursuant to the Follow-On Offering (Refer to Note 8 – Stockholders’ Equity).

Upon commencement of the Follow-On Offering, on August 10, 2020, the Company began operating as a non-exchange traded perpetual-life REIT instead of operating as a REIT of finite duration. In connection with the determination to operate as a perpetual-life REIT, the Company’s board of directors has determined to update the Company’s investment strategy. Currently, the Company intends to invest in a diversified portfolio of income-producing commercial real-estate and debt secured by commercial real estate located primarily in the United States. The Company will seek to invest: (a) at least 80% of its assets in properties and real estate-related debt; and (b) up to 20% of its assets in real estate-related securities.

As of March 31, 2022, the Company owned the following investments:

• A retail property located in Grand Rapids, Michigan (the “GR Property”).
• An office property located in Fort Mill, South Carolina (the “FM Property”).
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• An office property located in Columbus, Ohio (the “CO Property”).
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• A flex industrial property located in Lewisville, TX (the “Lewisville Property”).
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• CF Albertsons Lancaster, LLC (the “Pennsylvania SPE”), which made a preferred equity investment (the “Lancaster PE”) through a joint venture agreement to purchase a cold storage and warehouse distribution facility located in Denver, Pennsylvania (the “PA Property”).
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• CF Albertsons Chicago, LLC (the “Illinois SPE”), which originated a fixed rate, subordinate mezzanine loan (the “Chicago Jr Mezz”) for the acquisition of a cold storage and warehouse distribution facility located in Melrose Park, Illinois (the “IL Property”).
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• A majority interest (75%) in a joint venture with an unrelated third party (the “Battery Street SF JV”) that owns an office property located in San Francisco, California (the “SF Property”).
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• An industrial property located in Phoenix, Arizona (the “Buchanan Property”).
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• Interests (15%) in a Delaware Statutory Trust, CF Station Multifamily DST (the “Station DST”), which owns a multifamily residential property located in Irving, Texas (the “Station Property”).
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• A majority interest (97%) in a multifamily property located in Carrolton, Texas (the “Keller Property”) through a joint venture (the “Keller JV”) with an unrelated third party.
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• A controlling interest (25%) in a Delaware Statutory Trust, CF Summerfield Multifamily DST (the “Summerfield DST”), which owns a multifamily residential property located in Landover, MD (the “Summerfield Property”).
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• An industrial property located in Cleveland, OH (the “Madison Ave Property”).
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• A controlling interest (10%) in a Delaware Statutory Trust, (the “Valencia DST”), which owns a life sciences laboratory and research office property located in Valencia, California (the “Valencia Property”).
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• An office property located in Cupertino, CA (the “De Anza Property”).
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• A controlling interest of (10%) in a Delaware Statutory Trust, CF Kacey Multifamily DST (the “Kacey DST”), which owns a multifamily residential property located in Kingwood, Texas (the “Kacey Property”).
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• A controlling interest of (10%) in a Delaware Statutory Trust, CF Industry Multifamily DST (the “Industry DST”), which owns a multifamily residential property located in Columbus, OH (the “Industry Property”).
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• An industrial dry/cold storage facility located in Columbus, OH (the “Fisher Road Property”).
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The Company is externally managed by Cantor Fitzgerald Income Advisors, LLC, formerly known as Rodin Global Property Advisors, LLC (the “Advisor”), a Delaware limited liability company and wholly owned subsidiary of CFI. CFI is a wholly owned subsidiary of CFIM Holdings, LLC, which is a wholly owned subsidiary of Cantor Fitzgerald, L.P. (“CFLP”).

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with U.S. GAAP. Certain reclassifications have been made to previously reported amounts to conform to the current presentation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the balance sheet. Management believes that the estimates utilized in preparing the consolidated financial statements are reasonable. As such, actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, the Operating Partnership and any single member limited liability companies or other entities which are consolidated in accordance with U.S. GAAP. The Company consolidates variable interest entities (“VIEs”) where it is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All intercompany balances are eliminated in consolidation.

Variable Interest Entities

The Company determines if an entity is a VIE in accordance with guidance in Accounting Standards Codification (“ASC”) Topic 810, Consolidation. For an entity in which the Company has acquired an interest, the entity will be considered a VIE if the following characteristics are not met: 1) the equity investors in the entity have the characteristics of a controlling financial interest 2) the equity investors’ total investment at risk is sufficient to finance the entity’s activities without additional subordinated financial support and 3) the entity is structured with non-substantive voting rights (i.e., an anti-abuse clause). The Company makes judgments regarding the sufficiency of the equity at risk based first on a qualitative analysis, then a quantitative analysis, if necessary. A qualitative analysis is generally based on a review of the design of the entity, including its control structure and decision-making abilities, and also its financial structure. In a quantitative analysis, the Company would incorporate various estimates, including estimated future cash flows, assumed hold periods and capitalization or discount rates.

If an entity is determined to be a VIE, the Company then determines whether to consolidate the entity as the primary beneficiary. The primary beneficiary has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the entity.

The Company evaluates all of its investments in real estate-related assets to determine if they are VIEs utilizing judgments and estimates that are inherently subjective. If different judgments or estimates were used for these evaluations, it could result in differing conclusions as to whether or not an entity is a VIE and whether or not to consolidate such entity. As of March 31, 2022 and December 31, 2021, the Company concluded that it had investments in VIEs. Refer to Note 10 — Variable Interest Entities for additional information.

Voting Interest Entities

A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company will not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party. The Company performs ongoing reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework, and vice versa.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less.

Restricted Cash

Restricted cash consists primarily of amounts held by lenders in escrow accounts for real estate taxes and other lender reserves for certain properties.

Deferred Rent Receivable

Deferred rent receivable represents rent earned in excess of rent received as a result of straight-lining rents over the terms of the leases on the FM Property, the CO Property, the Lewisville Property, the SF Property, the Buchanan Property, the DST, the Madison Ave Property, the Valencia Property, the De Anza Property and Fisher Road Property in accordance with ASC Topic 842, Leases. As of March 31, 2022 and December 31, 2021, Deferred rent receivable was $7,186,507 and $5,716,375, respectively.

Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist primarily of prepaid operating expenses and reimbursements due from tenants.

Investment in Real Estate, net

Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the costs of acquisition, including certain acquisition-related expenses, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All repairs and maintenance costs are expensed as incurred. The Company accounts for its acquisitions (or disposals) of assets or businesses in accordance with ASC Topic 805, Business Combinations.

Upon the acquisition of real estate properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above-market leases, below-market leases, and in-place leases, based in each case on their respective fair values. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information.

The Company considers the period of future benefit of each respective asset to determine its appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows:

Description Depreciable Life
Buildings 39 years
Site improvements Over lease term
Intangible lease assets and liabilities Over lease term

The determination of the fair values of the real estate assets and liabilities acquired requires the use of assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations.

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. No impairment losses were recorded during the three months ended March 31, 2022 or March 31, 2021 after the Company assessed the recoverability of its assets. As of March 31, 2022 and December 31, 2021, no impairment losses have been identified.

Investments in Real Estate-Related Assets

Mezzanine Loan Investment

The Company has made a mezzanine loan investment through the Illinois SPE. Mezzanine loan investments are generally intended to be held for investment and, accordingly, are carried at cost, net of unamortized fees, premiums, discounts and unfunded commitments. Mezzanine loan investments that are deemed to be impaired are carried at amortized cost less a loss reserve, if deemed appropriate. Mezzanine loan investments for which the Company does not have the intent to hold the investment for the foreseeable future or until its expected payoff are classified as held for sale and recorded at the lower of cost or estimated value.

Mezzanine loan investments are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect principal and income from mezzanine loan amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of loss reserves on a periodic basis. Significant judgment of management is required in this analysis. The Company considers the estimated net recoverable value of the mezzanine loan investment as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the quality and financial condition of the borrower and the competitive situation of the area where the underlying collateral is located. Because this determination is based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the mezzanine loan investment, a loss reserve is recorded with a corresponding charge to provision for losses. The loss reserve for each mezzanine loan investment is maintained at a level that is determined to be adequate by management to absorb probable losses.

Income recognition is suspended for a mezzanine loan investment at the earlier of the date at which payments become 90-days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired mezzanine loan investment is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired mezzanine loan investment is not in doubt, contractual income from mezzanine loan is recorded as income from mezzanine loan when received, under the cash basis method until an accrual is resumed when the mezzanine loan investment becomes contractually current and performance is demonstrated to be resumed. A mezzanine loan investment is written off when it is no longer realizable and/or legally discharged. No impairment losses were recorded during the three months ended March 31, 2022 or March 31, 2021 after the Company assessed the recoverability of its assets. As of March 31, 2022 and December 31, 2021, no impairment losses have been identified.

Preferred Equity Investment

The Company has made a preferred equity investment in the Pennsylvania SPE, an entity that holds commercial real estate. Preferred equity investments are generally intended to be held to maturity and, accordingly, are carried at cost, net of unamortized fees, premium, discount and unfunded commitments. Preferred Equity investments that are deemed to be impaired are carried at amortized cost less a loss reserve, if deemed appropriate. Preferred equity investments where the Company does not have the intent to hold the investment for the foreseeable future or until its expected payoff are classified as held for sale and recorded at the lower of cost or estimated value.

Preferred equity investments are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect principal and preferred return income amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of loss reserves on a periodic basis. Significant judgment of management is required in this analysis. The Company considers the estimated net recoverable value of the preferred equity investment as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the quality and financial condition of the borrower and the competitive situation of the area where the underlying collateral is located. Because this determination is based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the preferred equity investment, a loss reserve is recorded with a corresponding charge to provision for losses. The loss reserve for each preferred equity investment is maintained at a level that is determined to be adequate by management to absorb probable losses.

Income recognition is suspended for a preferred equity investment at the earlier of the date at which payments become 90-days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired preferred equity investment is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired preferred equity investment is not in doubt, contractual preferred return income is recorded as preferred return income when received, under the cash basis method until an accrual is resumed when the preferred return investment becomes contractually current and performance is demonstrated to be resumed. A preferred return investment is written off when it is no longer realizable and/or legally discharged. No impairment losses were recorded during the three months ended March 31, 2022 or March 31, 2021 after the Company assessed the recoverability of its assets. As of March 31, 2022 and December 31, 2021, no impairment losses have been identified.

Unconsolidated Equity Method Investments

The Company performs consolidation analysis in accordance with ASC Topic 810, Consolidation, as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies. The Company has determined,

as a result of its analysis, that it is not the primary beneficiary of its investment in the Station DST, and therefore has not consolidated the entity. The Company has accounted for its investment in the Station DST, which is controlled and managed by CFI, under the equity method of accounting, and included within Investments in real estate-related assets on the Company’s consolidated balance sheet. In accordance with ASC Topic 323, Investments-Equity Method and Joint Ventures, the Company is able to exercise significant influence over this investee. Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entity is recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. Investments in real estate-related assets are periodically reviewed for impairment based on projected cash flows from the underlying investment. If an impairment is identified, the carrying value of the investment will be reduced to the anticipated recoverable amount. As of March 31, 2022 and December 31, 2021, no impairment has been identified.

Deferred Financing Costs

Costs incurred in connection with obtaining financing are capitalized and amortized over the term of the related loan on a straight-line basis, which approximates the effective interest method. The carrying value of the deferred financing costs at March 31, 2022 and December 31, 2021 was $3,685,465 and $3,798,470, respectively, which is net of accumulated amortization of $654,274 and $488,937, respectively, and recorded as an offset to the related debt. For the three months ended March 31, 2022 and March 31, 2021, amortization of deferred financing costs was $165,337 and $19,107, respectively, and is included in Interest expense on the accompanying consolidated statements of operations.

Revenue Recognition

Rental revenue is recognized on a straight-line basis over the life of the respective leases.

Preferred return income from the Company’s preferred equity investment is recognized when earned and accrued based on the outstanding investment balance.

Income from mezzanine loan investment is recognized when earned and accrued based on the outstanding loan balance.

Other Property Operating Revenues

Other property operating revenues include tenant reimbursement income and revenues received from tenants to cover utilities and other amenities. The tenant reimbursement income is derived from certain property operating expenses, including real estate taxes and insurance, among others, that are paid by the Company and are reimbursed by the tenants of the Company’s properties pursuant to the terms of the respective leases. These reimbursements and other revenues received from tenants are reflected as other property operating revenues in the accompanying consolidated statements of operations, which, for the three months ended March 31, 2022 and March 31, 2021 was $1,348,580 and $518,932, respectively.

Property Operating Expenses

Certain property operating expenses, including real estate taxes and insurance, among others, are paid by the Company and may be reimbursed by the tenants of the Company’s properties pursuant to the terms of the respective leases. These expenses incurred are reflected as Property operating expenses in the accompanying consolidated statements of operations, which for the three months ended March 31, 2022 and March 31, 2021 was $3,751,574 and $352,802, respectively.

Derivative Instruments

The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in foreign operations. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment (or for derivatives that do not qualify as hedges), any changes in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statements of operations. If a derivative is designated and qualifies for cash flow hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a change in derivative fair value is immediately recorded in earnings.

Stock Subscriptions Receivable

As prescribed by ASC Topic 505, Equity, Stock subscriptions receivable represent the purchase of common stock for which the Company has not yet received payment from the purchaser. As of March 31, 2022 and December 31, 2021, Stock subscriptions receivable were $0 and $419,684, respectively. The amounts of outstanding Stock subscriptions receivable as of December 31, 2021 were received by the Company during January 2022.

Due from Related Party

Due from related party includes amounts due from the Advisor relating to the payment of certain federal and blue sky registration fees, which as of both March 31, 2022 and December 31, 2021 was $415,835.

Deferred Revenue

Deferred revenue represents unearned rent received in advance from tenants at certain of the Company’s properties, which at March 31, 2022 and December 31, 2021 was $1,155,313 and $1,404,670, respectively.

Distribution Payable

Distribution payable is comprised of amounts of distributions declared by the Company but not yet paid and accrued distributions relating to the Performance Participation Allocation (as defined below in Note 8 – Stockholder’s Equity).

Also included within distribution payable is $9,530 due to certain specific affiliates, including the Sponsor, who are entitled to distributions based on their indirect equity interest in the Summerfield DST (as further described in Note 9 – Related Party Transactions). As of March 31, 2022, return of capital distributions were and are derived from net escrow break proceeds from the syndication of the Summerfield DST beneficial interest offering, with the related proceeds held and reported in cash and cash equivalents on the accompanying consolidated balance sheet.

As of March 31, 2022 and December 31, 2021 the aggregate total amount of distribution payable reported by the Company was $6,904,414 and $6,311,100, respectively.

Restricted Reserves

Restricted reserves is comprised of amounts received from tenants at certain of the Company’s properties for recoverable property operating expenses to be paid by the Company on behalf of the tenants, pursuant to the terms of the respective lease arrangements, which at March 31, 2022 and December 31, 2021 was $3,076,685 and $3,932,628, respectively.

Due to Related Parties

Due to related parties is comprised of amounts contractually owed by the Company for various services provided to the Company from related parties, which at March 31, 2022 and December 31, 2021 was $5,623,244 and $2,109,833, respectively (See Note 9 – Related Party Transactions).

Organization and Offering Costs

The Advisor has agreed to pay, on behalf of the Company, all organizational and offering costs (including legal, accounting, and other costs attributable to the Company’s organization and offering, but excluding upfront selling commissions, dealer manager fees and distribution fees) (“O&O Costs”) through the first anniversary of the date on which the Company satisfied the Minimum Offering Requirement, which was May 18, 2018 (the “Escrow Break Anniversary”). After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company is obligated to reimburse the Advisor subject to the 1% Cap (as defined below). Following the Escrow Break Anniversary, the Company began reimbursing the Advisor for payment of O&O Costs on a monthly basis, which continued through the period ended May 18, 2021; provided, however, that the Company was not obligated to pay any amounts that as a result of such payment would cause the aggregate payments for O&O Costs (less selling commissions, dealer manager fees and distribution fees) paid to the Advisor to exceed 1% of gross proceeds from all the Company’s public offerings (the “1% Cap”), as of such payment date. Any amounts not reimbursed in any period shall be included in determining any reimbursement liability for a subsequent period. As of March 31, 2022, the Advisor has continued to pay all O&O Costs on behalf of the Company.

As of March 31, 2022 and December 31, 2021, the Advisor has incurred O&O Costs on the Company’s behalf of $11,793,716 and $11,460,817, respectively. As of March 31, 2022 and December 31, 2021, the Company is obligated to reimburse the Advisor for O&O Costs in the amount of $181,551 and $100,391, respectively, which is included within Due to related parties in the accompanying consolidated balance sheets. As of both March 31, 2022 and December 31, 2021, organizational costs of $90,675, were expensed and offering costs of $2,808,125 and $2,314,366, respectively, were charged to stockholders’ equity. As of March 31, 2022 and December 31, 2021, the Company has made reimbursement payments of $2,717,249 and $2,304,650, respectively, to the Advisor for O&O Costs incurred.

Income Taxes

The Company has elected and qualified to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. Accordingly, the Company generally will not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income, share ownership, minimum distribution and other requirements are met. To qualify as a REIT, the Company must annually distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income. The Company may also be subject to certain state and local taxes. If the Company fails to meet these requirements, it will be subject to U.S. federal income tax, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders.

The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from the Company’s estimates under different assumptions or conditions. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in “Provision for income taxes” in the consolidated statement of operations.

Earnings Per Share

Basic net income (loss) per share of common stock is determined by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is determined by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period, including common stock equivalents. As of March 31, 2022 and December 31, 2021, there were no material common stock equivalents that would have a dilutive effect on net income (loss) per share for common stockholders. All classes of common stock are allocated net income (loss) at the same rate per share.

For the three months ended March 31, 2022, basic and diluted net loss per share was $(0.34). For the three months ended March 31, 2021, basic and diluted net income per share was and $0.02.

Recently Adopted Accounting Pronouncements

In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force). These amendments improve current guidance by reducing diversity in practice and increasing comparability of the accounting for the interactions between these codification topics as they pertain to certain equity securities, investments under the equity method of accounting and forward contracts or purchased options to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option. The Company adopted the standard on its effective date beginning January 1, 2022. The adoption of this guidance did not have a material impact on the Company’s unaudited consolidated financial statements.

In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements. The standard amends the Codification by moving existing disclosure requirements to (or adding appropriate references in) the relevant disclosure sections. The ASU also clarifies various provisions of the Codification by amending and adding new headings, cross-referencing, and refining or correcting terminology. The Company adopted the standard on its effective date beginning January 1, 2022. The adoption of this guidance did not have a material impact on the Company’s unaudited consolidated financial statements.

New Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires financial assets that are measured at amortized cost to be presented, net of an allowance for credit losses, at the amount expected to be collected over their estimated life. Expected credit losses for newly recognized financial assets, as well as changes to credit losses during the period, are recognized in earnings. For certain purchased financial assets with deterioration in credit quality since origination (“PCD assets”), the initial allowance for expected credit losses will be recorded as an increase to the purchase price. Expected credit losses, including losses on off-balance-sheet exposures such as lending commitments, will be measured based on historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, to clarify that operating lease receivables accounted for under ASC 842, Leases, are not in the scope of the new credit losses guidance, and, instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The ASU makes changes to the guidance introduced or amended by ASU No. 2016-13 to clarify the scope of the credit losses standard and address guidance related to accrued interest receivable balances, recoveries, variable interest rates and prepayments, among other issues. In addition, in May 2019, the FASB issued ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief. The amendments in this ASU allow entities, upon adoption of ASU No. 2016-13, to irrevocably elect the fair value option for financial instruments that were previously carried at amortized cost and are eligible for the fair value option under ASC 825-10, Financial Instruments: Overall. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates. Pursuant to this ASU, the effective date of the new credit losses standard was deferred, and the new credit impairment guidance will become effective for the Company on January 1, 2023, under a modified retrospective approach, and early adoption is permitted. In addition, in November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. The amendments in this ASU require entities to include certain expected recoveries of the amortized cost basis previously written off, or expected to be written off, in the allowance for credit losses for PCD assets; provide transition relief related to troubled debt restructurings; allow entities to exclude accrued interest amounts from certain required disclosures; and clarify the requirements for applying the collateral maintenance practical expedient. The amendments in ASUs No. 2018-19, 2019-04, 2019-05, 2019-10 and 2019-11 are required to be adopted concurrently with the guidance in ASU No. 2016-13. The Company plans to adopt the standards on January 1, 2023. Management is continuing to implement the new credit losses guidance, including the assessment of the impact of the new guidance on the Company’s unaudited consolidated financial statements. Given the objective of the new standard, it is generally expected allowances for credit losses for the financial instruments within its scope would increase, however, the amount of any change will be dependent on the composition and quality of the Company’s portfolios at the adoption date as well as economic conditions and forecasts at that time.

In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments. This ASU makes narrow-scope amendments related to various aspects pertaining to financial instruments and related disclosures by clarifying or improving the Codification. Certain guidance became effective for the Company for annual periods beginning January 1, 2020, and the adoption of this guidance did not have a material impact on the Company’s unaudited consolidated financial statements. The guidance related to credit losses will be effective for the Company on January 1, 2023. Early adoption is permitted. Management is currently evaluating the impact of the new credit losses guidance on the Company’s unaudited consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, and borrowings) necessitated by reference rate reform as entities transition away from LIBOR and other interbank offered rates to alternative reference rates. This ASU also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by reference rate reform. Application of the guidance is optional and only available in certain situations. The ASU is effective upon issuance and generally can be applied through December 31, 2022. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. The amendments in this standard are elective and principally apply to entities that have derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform (referred to as the “discounting transition”). The standard expands the scope of ASC 848, Reference Rate Reform and allows entities to elect optional expedients to derivative contracts impacted by the discounting transition. Similar to ASU No. 2020-04, provisions of this ASU are effective upon issuance and generally can be applied through December 31, 2022. Management is evaluating and planning for adoption of the new guidance, including forming a cross-functional LIBOR transition team to determine the Company’s transition plan and facilitate an orderly transition to alternative reference rates, and continuing its assessment on the Company’s unaudited consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The standard is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The ASU also enhances information transparency by making targeted improvements to the related disclosures guidance. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The new standard will become effective for the Company beginning January 1, 2024, can be applied using either a modified retrospective or a fully retrospective method of transition and early adoption is permitted. Management is currently evaluating the impact of the new guidance on the Company’s unaudited consolidated financial statements.

Note 3 – Investment in Real Estate

Investment in real estate, net consisted of the following at March 31, 2022 and December 31, 2021:

March 31, 2022 December 31, 2021
Building and building improvements $ 596,939,528 $ 545,727,805
Land 86,564,310 82,236,434
Total 683,503,838 627,964,239
Accumulated depreciation (22,170,143 ) (18,256,155 )
Investment in real estate, net $ 661,333,695 $ 609,708,084

As of March 31, 2022, the Company owned interests in 21 real properties as described below:

Portfolio Ownership<br><br><br>Percentage Location Number of<br><br><br>Properties Square<br><br><br>Feet Remaining<br><br><br>Lease<br><br><br>Term^(1)^ Annualized<br><br><br>Rental<br><br><br>Income^(3)^ Acquisition<br><br><br>Date Purchase<br><br><br>Price^(4)^
Walgreens Grand Rapids ("GR Property") 100 % Grand Rapids, MI 1 14,552 15.3 years^(2)^ $ 500,000 July 2017 $ 7,936,508
Daimler Trucks North America Office Building ("FM Property") 100 % Fort Mill, SC 1 150,164 6.8 years $ 2,670,638 February 2018 $ 40,000,000
Alliance Data Systems Office Building ("CO Property") 100 % Columbus, OH 1 241,493 10.5 years $ 3,362,844 July 2018 $ 46,950,000
Hoya Optical Labs of America ("Lewisville Property") 100 % Lewisville, TX 1 89,473 6.3 years $ 937,060 November 2018 $ 14,120,000
Williams Sonoma Office Building ("SF Property") 75 % San Francisco, CA 1 13,907 0.0 years^(6)^ $ 0 September 2019 $ 11,600,000
Martin Brower Industrial Buildings ("Buchanan Property") 100 % Phoenix, AZ 1 93,302 10.0 years $ 1,083,444 November 2019 $ 17,300,000
Multifamily Residential Property ("Keller Property") 97 % Carrolton, TX 1 255,627 multiple^(5)^ $ 4,647,552 February 2021 $ 56,500,000
Multifamily Residential Property ("Summerfield Property") 25 % Landover, MD 1 452,876 multiple^(5)^ $ 9,590,592 March 2021 $ 115,500,000
Amazon Last Mile Cleveland ("Madison Ave Property") 100 % Cleveland, OH 1 168,750 9.0 years $ 1,555,254 May 2021 $ 30,800,000
Valencia California ("Valencia Property") 10 % Santa Clarita, CA 1 180,415 13.8 years $ 5,323,193 July 2021 $ 92,000,000
De Anza Plaza Office Buildings ("De Anza Property") 100 % Cupertino, CA 1 83,959 9.3 years $ 4,206,056 July 2021 $ 63,750,000
Multifamily Residential Property ("Kacey Property") 10 % Kingwood, TX 1 296,991 multiple^(5)^ $ 5,080,188 November 2021 $ 67,000,000
Multifamily Residential Property ("Industry Property") 10 % Columbus, OH 1 187,678 multiple^(5)^ $ 4,890,864 December 2021 $ 81,000,000
Mars Petcare Dry/Cold Storage Facility ("Fisher Road Property") 100 % Columbus, OH 1 465,256 5.1 years $ 2,984,877 March 2022 $ 58,000,000
(1) Reflects number of years remaining until the tenant’s first termination option.
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(2) On March 14, 2022 the tenant (Walgreens) of the GR Property SPE waived the lease termination option and extended the non-cancelable term of the lease by five years to July 31, 2037.
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(3) Reflects the average annualized rental income for the lease(s). Annualized rental income for Keller Property, Summerfield Property, Kacey Property, and Industry Property is based on full occupancy.
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(4) Reflects the contract purchase price at 100% ownership as opposed to adjusted for current ownership percentage as applicable.
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(5) Indicates individual tenant leases (with a 1-year average lease term) for the multifamily residential properties.
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(6) The lease with William Sonoma expired on December 31, 2021. As of March 31, 2022, the SF Property is vacant.
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Note 4 - Intangibles

The amortization of acquired above-market and/or below-market leases is recorded as an adjustment to Rental revenue on the consolidated statements of operations. For the three months ended March 31, 2022 and March 31, 2021, the net amount of such amortization was included as an increase to rental income of $198,653 and $204,398, respectively.

The amortization of in-place leases is recorded as an adjustment to Depreciation and amortization expense on the consolidated statements of operations. For the three months ended March 31, 2022 and March 31, 2021, the net amount of such amortization was $2,730,419 and $588,469, respectively.

The amortization of tax abatement on property improvements is recorded as an adjustment to Depreciation and amortization expense on the consolidated statements of operations. For the three months ended March 31, 2022 and March 31, 2021, the net amount of such amortization was $261,429 and $0, respectively.

As of March 31, 2022 and December 31, 2021, the gross carrying amount and accumulated amortization of the Company’s intangible assets consisted of the following:

March 31, 2022 December 31, 2021
Intangible assets:
In-place lease intangibles $ 61,110,157 $ 55,734,750
Above-market lease intangibles 2,112,734 2,112,734
Tax abatement on property improvements intangibles 14,640,000 14,640,000
Total intangible assets 77,862,891 72,487,484
Accumulated amortization:
In-place lease amortization (13,307,999 ) (10,577,580 )
Above-market lease amortization (287,962 ) (238,867 )
Tax abatement on property improvements amortization (348,571 ) (87,143 )
Total accumulated amortization (13,944,532 ) (10,903,590 )
Intangible assets, net $ 63,918,359 $ 61,583,894

The estimated future amortization on the Company’s intangible assets for each of the next five years and thereafter as of March 31, 2022 is as follows:

Year In-place Lease<br><br><br>Intangibles Above-market<br><br><br>Lease Intangibles Tax Abatement on Property Improvements Total
2022 (remaining) 6,354,998 147,284 784,286 7,286,568
2023 5,815,600 196,378 1,045,714 7,057,692
2024 5,616,850 196,378 1,045,714 6,858,942
2025 5,616,850 196,378 1,045,714 6,858,942
2026 4,868,972 196,378 1,045,714 6,111,064
Thereafter 19,528,888 891,976 9,324,287 29,745,151
$ 47,802,158 $ 1,824,772 $ 14,291,429 $ 63,918,359

As of March 31, 2022 and December 31, 2021, the gross carrying amount and accumulated amortization of the Company’s Intangible liabilities consisted of the following:

March 31, 2022 December 31, 2021
Intangible liabilities:
Below-market lease intangibles $ 13,604,802 $ 11,487,001
Accumulated amortization:
Below-market lease amortization (2,456,193 ) (2,201,745 )
Intangible liabilities, net $ 11,148,609 $ 9,285,256

The estimated future amortization on the Company’s intangible liabilities for each of the next five years and thereafter as of March 31, 2022 is as follows:

Year Below-market<br><br><br>Lease Intangibles
2022 (remaining) 966,979
2023 1,289,305
2024 1,289,305
2025 1,289,305
2026 1,198,178
Thereafter 5,115,537
$ 11,148,609

Note 5 - Five Year Minimum Rental Payments

The estimated future minimum rents the Company expects to receive for the GR Property, FM Property, CO Property, Lewisville Property, the DST Properties, SF Property, Buchanan Property, Madison Ave Property, Valencia Property, De Anza Property, and Fisher Road Property for each of the next five years and thereafter through the end of the primary term as of March 31, 2022 is as follows:

Year GR<br><br><br>Property FM<br><br><br>Property CO<br><br><br>Property Lewisville<br><br><br>Property DST<br><br><br>Properties Buchanan<br><br><br>Property Madison<br><br><br>Ave<br><br><br>Property Valencia<br><br><br>Property DeAnza<br><br><br>Property Fisher Road Property Total
2022 (remaining) 375,000 1,958,514 2,441,352 686,949 1,729,317 776,143 1,067,825 3,294,119 2,825,741 2,147,156 17,302,116
2023 500,000 2,663,909 3,286,073 943,411 2,305,756 1,075,458 1,459,361 4,523,923 3,864,652 2,910,564 23,533,107
2024 500,000 2,716,467 3,321,234 943,411 2,305,756 1,079,150 1,495,845 4,659,641 3,980,591 2,968,333 23,970,428
2025 500,000 2,770,526 3,356,771 971,713 2,320,167 1,079,150 1,533,241 4,799,430 4,067,880 3,026,878 24,425,756
2026 500,000 2,826,087 3,392,689 971,713 2,421,044 1,079,150 1,571,572 4,943,413 4,179,206 3,087,361 24,972,235
Thereafter 5,291,667 5,823,360 20,179,665 1,472,145 25,332,819 5,859,316 7,133,650 51,727,285 20,800,037 1,296,901 144,916,845
Total $ 7,666,667 $ 18,758,863 $ 35,977,784 $ 5,989,342 $ 36,414,859 $ 10,948,367 $ 14,261,494 $ 73,947,811 $ 39,718,107 $ 15,437,193 $ 259,120,487

Note: Multifamily properties have been excluded as the typical lease has a 1-year average lease term.

Note 6 - Investments in Real Estate-Related Assets

Preferred Equity Investment – Denver, PA

On January 2, 2019, the Company, through the Operating Partnership, made a preferred equity investment, together with a subsidiary of CFI. The Company’s initial investment of $4,779,353 was made through the Pennsylvania SPE, in which, as of January 2, 2019, the Company owned 40.5% of the membership interests and CFI owned 59.5% of the membership interests.

The Pennsylvania SPE entered into a joint venture agreement (the “Pennsylvania JV”) with a subsidiary of USRA Net Lease III Capital Corp (“USRA”). The Company and CFI, by and through the Pennsylvania SPE, invested $11,805,000 of capital in the Pennsylvania JV. The Pennsylvania JV is the sole member of an entity that purchased the PA Property for a purchase price of $117,050,000. The acquisition of the PA Property was also financed by a mortgage loan in the amount of $76,732,500 (the “PA Mortgage Loan”) provided by Goldman Sachs Mortgage Company (the “PA Mortgage Lender”). In connection with entering into the Pennsylvania JV, CF Real Estate Holdings, LLC, an affiliate of CFI (“CFREH”), entered into a Back-Up Indemnification Agreement (the “CFREH Indemnification Agreement”) with USRA, whereby CFREH agreed to indemnify USRA and certain of its affiliates from certain claims that may be asserted by the PA Mortgage Lender to the extent that such claims are caused by CFREH, the Pennsylvania SPE, or any of their affiliates.

The PA Property is 100% leased to New Albertsons L.P., which is a subsidiary of Albertsons Companies Inc. (“Albertsons”), which serves as the guarantor of the lease (the “PA Property Lease”). The PA Property Lease is a net lease whereby the tenant is responsible for operating expenses, real estate taxes, utilities, repairs, maintenance and capital expenditures, in addition to its obligation to pay base rent.

Subsequent to January 2, 2019, the Company purchased additional membership interests in the Pennsylvania SPE from CFI totaling $7,025,647, bringing the Company’s total investment in the Pennsylvania SPE to $11,805,000 and the Company’s interest in the Pennsylvania SPE to 100%. Accordingly, on December 24, 2019, the Company entered into a Back-Up Indemnification Agreement, whereby the Company assumed all of the past, present and future obligations and liabilities of CFREH under the CFREH Indemnification Agreement, and CFREH was released of such obligations. As of the date hereof, there are no outstanding claims or obligations under the CFREH Indemnification Agreement.

Based on the Company’s consolidation analysis, which was performed in accordance with ASC Topic 810, Consolidation as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies, management has determined that the Company is the primary beneficiary of the Pennsylvania SPE.

Mezzanine Loan – Melrose Park, IL

On January 2, 2019, the Company, through the Operating Partnership, made a mezzanine loan investment, together with CFI. The Company’s initial investment of $5,099,190 was made through the Illinois SPE, in which, as of January 2, 2019, the Company owned 40.5% of the membership interests and CFI owned 59.5% of the membership interests.

The Illinois SPE, originated a fixed rate, subordinate mezzanine loan in the amount of $12,595,000 to Chicago Grocery Mezz B, LLC, which is owned and controlled by USRA, for the acquisition of the IL Property for a contract purchase price of $124,950,000.

The IL Property is 100% leased to New Albertsons L.P., which is a subsidiary of Albertsons, which serves as the guarantor of the lease (the “IL Property Lease”). The IL Property Lease is a net lease whereby the tenant is responsible for operating expenses, real estate taxes, utilities, repairs, maintenance and capital expenditures, in addition to its obligation to pay base rent.

Subsequent to January 2, 2019, the Company purchased additional membership interests in the Illinois SPE from CFI totaling $7,495,810, bringing the Company’s total investment in the Illinois SPE to $12,595,000 and the Company’s interest in the Illinois SPE to 100%. Subject to the limitations in the Company’s charter, the purchase price for any membership interests purchased from CFI was equal to CFI’s purchase price in exchange for such membership interests.

Based on the Company’s consolidation analysis, which was performed in accordance with ASC Topic 810, Consolidation as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies, management has determined that the Company is the primary beneficiary of the Illinois SPE.

Station DST Interests

On November 25, 2020, the Company acquired, through the Operating Partnership, beneficial interests (the “Station Interests”) in the Station DST, for a purchase price of $7.6 million. The Station Interests were acquired in a private placement offering managed by an affiliate of CFI. The Station Interests held represent 15% of the Station DST.

On October 29, 2020, the Station DST acquired the fee simple interest in a 444-unit apartment community located in Irving, Texas (the “Station DST Property”), for a total purchase price of $106 million. The purchase price was comprised of $47.1 million in equity and $58.9 million in proceeds from a mortgage loan. At March 31, 2022, the Station DST Property is 93.91% occupied.

The value of the Station Interests was based upon the Station DST Property appraisal, the fair market value of the mortgage loan encumbering the Station DST Property as of November 30, 2020, the other tangible assets and liabilities of the Station DST such as cash and reserves, each reflecting the Company’s ownership interest in the Station DST (15%).

Based on the Company’s consolidation analysis, the Company determined itself not to be the primary beneficiary of the Station DST and has therefore accounted for as investment in the Station DST under the equity method of accounting in accordance with ASC 323. The Company’s consolidation analysis was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies.

The results of operations for the Company’s investments in real estate-related assets for the three months ended March 31, 2022 and March 31, 2021 are summarized below:

For the Three Months Ended March 31,
Station DST 2022 2021
Revenues $ 1,812,907 $ 953,326
Operating expenses $ (3,866,890 ) (505,732 )
Other expenses, net $ (409,128 ) (1,369,235 )
Net income (loss) $ (2,463,111 ) $ (921,641 )
Net income (loss) attributable to the Company^(1)^ $ (465,280 ) $ (261,807 )
Note: (1) Represents the Company’s allocable share of net income based on the Company’s ownership interest in the underlying investment in real estate-related assets and is included within Income from investments in real-estate related assets on the Company’s unaudited consolidated statements of operations.
--- ---

Note 7 – Loans Payable

On July 11, 2017, in connection with the purchase of the GR Property (refer to Note 3 — Investment in Real Estate), a wholly owned subsidiary of the Operating Partnership entered into a loan agreement (the “GR Loan”) with UBS AG with an outstanding principal amount of $4,500,000. The GR Loan provides for monthly interest payments which accrue through the 10^th^ of each month. The GR Loan bears interest at an initial fixed rate of 4.11% per annum through the anticipated repayment date, July 6, 2027, and thereafter at a revised interest rate of 3.00% per annum plus the greater of the initial interest rate or the 10 year swap yield through the maturity date June 30, 2032.

On February 1, 2018, in connection with the purchase of the FM Property (refer to Note 3 — Investment in Real Estate), the FM Property SPE entered into a loan agreement (the “FM Loan”) with UBS AG with an outstanding principal amount of $21,000,000. The FM Loan provides for monthly interest payments and bears interest at an initial fixed rate of 4.43% per annum through the anticipated repayment date, February 6, 2028 (the “FM Anticipated Repayment Date”), and thereafter at revised rate of 3.00% per annum plus the greater of the initial interest rate or the 10 year swap yield as of the first business day after the FM Anticipated Repayment Date.

On July 31, 2018, in connection with the purchase of the CO Property (refer to Note 3 — Investment in Real Estate), the CO Property SPE entered into a loan agreement (the “CO Loan”) with a related party, CCRE, with an outstanding principal amount of $26,550,000. The CO Loan provides for monthly interest payments and bears interest at an initial fixed rate of 4.94% per annum through the anticipated repayment date, August 6, 2028 (the “CO Anticipated Repayment Date”), and thereafter at an increased rate of 2.50% per annum plus the greater of the initial interest rate or the 10 year swap yield as of the first business day after the CO Anticipated Repayment Date.

On November 15, 2016, in connection with the purchase of the DST Properties, (refer to Note 3 — Investment in Real Estate), the DST entered into a loan agreement (the “DST Loan”) with Citigroup Global Markets Realty Corp. with an outstanding principal amount of $22,495,184. The DST Loan provides for monthly interest payments and bears interest at an initial fixed rate of 4.59% per annum through anticipated repayment date, December 1, 2026 (the “DST Anticipated Repayment Date”), and thereafter at an increased rate of 3.00% per annum plus the greater of the initial interest rate or the 10 year swap yield as of the first business day after the DST Anticipated Repayment Date.

On November 26, 2019, in connection with the purchase of the Buchanan Property (refer to Note 3 – Investment in Real Estate), the Buchanan Property SPE entered into a loan agreement (the “Buchanan Loan”) with Goldman Sachs Bank USA with an outstanding principal amount of $9,600,000. The Buchanan Loan provides for monthly interest payments and bears interest at an initial fixed rate of 3.52% per annum through the anticipated repayment date, December 1, 2029 (the “Buchanan Anticipated Repayment Date”), and thereafter at revised rate of 2.50% per annum plus the greater of the initial interest rate or the 10 year swap yield as of the first business day after the Buchanan Anticipated Repayment Date.

On February 25, 2021, in connection with the purchase of the Keller Property, an indirect subsidiary of the Operating Partnership, 3221 Keller Springs Road Owner, LLC (the “Keller SPE”), entered into a loan agreement (the “Keller Loan”) with CBRE Multifamily Capital, Inc. (the “Keller Lender”) with an outstanding principal amount of $31,277,000.  The Loan provides for monthly interest payments and bears interest at an initial floating rate of 2.203% per annum (which will fluctuate monthly), through the maturity date of March 1, 2031.  One year after the effective date of the Keller Loan, the Keller SPE has the option to convert the Keller Loan to a 7-year or 10-year fixed rate loan, subject to the conditions set forth in the loan agreement (the “Keller Loan Agreement”). Prior to the funding of the Keller Loan, the Company entered into a rate capitalization agreement with SMBC Capital Markets, Inc., (the “Cap Seller”), in which the Cap Seller agrees to make payments to the Company commencing on February 25, 2021 until March 1, 2024. Under the terms of the rate capitalization agreement, the Cap Seller is obligated to make payments to the Company in the event that 30-Day Average SOFR exceeds the capitalization rate (the “Cap Rate”), of 1.24%. After one year, the Keller SPE may voluntarily prepay all or a portion of the unpaid principal balance of the Keller Loan and all accrued interest thereon and other sums due under the Keller Loan, provided that the Company provides the Keller Lender with prior notice of such prepayment and a prepayment premium of 1% of the principal being prepaid.

On March 26, 2021, in connection with the purchase of the Summerfield Property, the Summerfield DST entered into a loan agreement (the “Summerfield Loan”) with Arbor Private Label, LLC for an outstanding amount of $76,575,000. The Summerfield Loan provides for monthly interest payments and bears a fixed interest rate of 3.650% per annum, through the maturity date of April 1, 2031.

On July 7, 2021, in connection with the purchase of the Valencia Property, the Valencia DST entered into a loan agreement (the “Valencia Loan”) with The Northern Trust Company (the “Valencia Lender”) for an outstanding amount of $55,200,000. The Valencia Loan provides for monthly interest payments and bears interest on (i) one hundred ninety-five basis points (1.95%) or (ii) the sum of Auto LIBOR plus the Rate Margin of (1.95%), through the maturity date of July 8, 2031. Prior to the funding of the Valencia Loan, the Company entered into an interest rate swap agreement with The Northern Trust Company (the “Valencia Swap Counterparty”) which calls for the Company to pay a fixed rate of 3.39% per annum on the swap (the “Valencia Swap”) with a notional of $55,200,000 in exchange for a variable rate of LIBOR plus 195 basis points to be paid by the Valencia Swap Counterparty.

On November 4, 2021, in connection with the purchase of the Kacey Property, the Kacey DST entered into a loan agreement (the “Kacey Loan” with Arbor Private Label, LLC (the Kacey Lender”) for an outstanding principal amount of $40,640,000.

The Kacey Loan provides for monthly interest payments and bears a fixed interest rate of 3.536% per annum, through the maturity date of December 1, 2031.

On December 6, 2021, in connection with the purchase of the Industry Property, the Industry DST entered into a loan agreement (the “Industry Loan”) with Arbor Private Label, LLC (the “Industry Lender”) for an outstanding principal amount of $43,200,000. The Industry Loan provides for monthly interest payments and bears a fixed interest rate of 3.357% per annum, through the maturity date of January 1, 2032.

Credit Facility – Citizens Bank

On July 23, 2021, the Company, the Operating Partnership (the “Credit Facility Borrower”), the Lewisville Property SPE, the Madison Ave Property SPE, and the De Anza Property SPE, pursuant to a credit facility agreement (the “Credit Facility Agreement”) with Citizens Bank, N.A., (the, “Facility Lender”), entered into a senior secured revolving credit facility (the “Citizens Facility”) for an aggregate principal amount of $100 million. The Credit Facility Agreement provides the Credit Facility Borrower with the ability from time to time to increase the size of the aggregate commitment made under the agreement by an additional $100.0 million up to a total of $200 million, subject to receipt of lender commitments and other conditions. The Citizens Facility matures on July 23, 2024, and may be extended pursuant to two one-year extension options, subject to continuing compliance with the financial covenants and other customary conditions and the payment of an extension fee. At the Credit Facility Borrower’s election, borrowings under the Credit Facility Agreement will be charged interest based on (i) LIBOR multiplied by a statutory reserve rate plus a margin ranging from 1.75% to 2.25%, or (ii) an alternative base rate plus a margin ranging from 0.75% to 1.25%, depending on the Company’s loan to value ratio. Borrowings under the Credit Facility Agreement are available for general corporate purposes, including but not limited to the acquisition and operation of permitted investments.

As of March 31, 2022, the amounts outstanding under the Citizen Facility were approximately $47.9 million.

Borrowings under the Credit Facility Agreement are guaranteed by the Company and certain of its subsidiaries. The Credit Facility Agreement requires the maintenance of certain corporate financial covenants, including covenants concerning: (i) consolidated net worth; (ii) consolidated fixed charge coverage ratio; (iii) consolidated total leverage ratio; (iv) minimum liquidity; and (v) permitted indebtedness, as well as certain collateral pool financial covenants.

As of March 31, 2022 and December 31, 2021, the Company’s Loans payable balance was $375,201,719 and $356,088,714, net of deferred financing costs, respectively. As of March 31, 2022 and December 31, 2021, deferred financing costs were $3,685,465 and $3,798,470, net of accumulated amortization of $654,274 and $488,937, respectively, which has been accounted for within Interest expense on the consolidated statements of operations.

Information on the Company’s Loans payable as of March 31, 2022 and December 31, 2021 is as follows:

Description
FM Property CO Property DST Properties Buchanan Property Keller Springs Property Summerfield Property Valencia Property Credit Facility Kacey Property Industry Property Total
Principal amount of loans 4,500,000 $ 21,000,000 $ 26,550,000 $ 22,495,184 $ 9,600,000 $ 31,277,000 $ 76,575,000 $ 55,200,000 $ 47,850,000 $ 40,640,000 $ 43,200,000 $ 378,887,184
Less: Deferred financing costs, net of<br>accumulated amortization of 654,274 (43,241 ) (125,206 ) (182,047 ) (245,708 ) (72,772 ) (297,526 ) (197,676 ) (827,743 ) (889,190 ) (365,350 ) (439,006 ) (3,685,465 )
Loans payable, net of deferred financing<br>costs and amortization 4,456,759 $ 20,874,794 $ 26,367,953 $ 22,249,476 $ 9,527,228 $ 30,979,474 $ 76,377,324 $ 54,372,257 $ 46,960,810 $ 40,274,650 $ 42,760,994 $ 375,201,719
Description
FM Property CO Property DST Properties Buchanan Property Keller Springs Property Summerfield Property Valencia Property Credit Facility Kacey Property Industry Property Total
Principal amount of loans 4,500,000 $ 21,000,000 $ 26,550,000 $ 22,495,184 $ 9,600,000 $ 31,277,000 $ 76,575,000 $ 55,200,000 $ 28,850,000 $ 40,640,000 $ 43,200,000 $ 359,887,184
Less: Deferred financing costs, net of accumulated<br>   amortization of 488,937 (45,290 ) (129,773 ) (186,338 ) (252,090 ) (74,520 ) (305,751 ) (203,088 ) (849,750 ) (927,108 ) (374,663 ) (450,099 ) $ (3,798,470 )
Loans payable, net of deferred financing<br>costs and amortization 4,454,710 $ 20,870,227 $ 26,363,662 $ 22,243,094 $ 9,525,480 $ 30,971,249 $ 76,371,912 $ 54,350,250 $ 27,922,892 $ 40,265,337 $ 42,749,901 $ 356,088,714

All values are in US Dollars.

For the three months ended March 31, 2022 and March 31, 2021, the Company incurred $3,174,733 and $1,007,501, respectively, of interest expense, which is included within Interest expense on the consolidated statements of operations. As of March 31, 2022 and December 31, 2021, $990,873 and $802,286 respectively, was unpaid and is recorded as accrued interest payable on the Company’s consolidated balance sheets. All of the unpaid interest expense accrued as of March 31, 2022 and December 31, 2021 was paid during April 2022 and January 2022, respectively.

Also included within Interest expense on the consolidated statements of operations is amortization of deferred financing costs, which, for the three months ended March 31, 2022 and March 31, 2021, was $165,337 and $19,107, respectively.

The following table presents the future principal payments due under the Company’s loan agreements as of March 31, 2022:

Year Amount
2022 (remaining) —
2023 —
2024 47,850,000
2025 —
2026 —
Thereafter 331,037,184
Total $ 378,887,184

Note 8 – Stockholders’ Equity

Initial Public Offering

On October 17, 2016, the Company filed a registration statement with the SEC on Form S-11 in connection with the Initial Offering of up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in shares in its Primary Offering and up to $250 million in shares pursuant to its DRP. The registration statement was subsequently declared effective on March 23, 2017. On May 18, 2017, the Company satisfied the Minimum Offering Requirement for the Initial Offering as a result of CFI’s purchase of $2.0 million in Class I shares. On March 20, 2020, the Company filed a second registration statement on Form S-11 with the SEC for the Follow-On Offering. Subsequently, on July 31, 2020, the Company terminated the Primary Offering but is continuing to offer up to $50.0 million of common stock pursuant to the DRP pursuant to a Registration Statement on Form S-3. On August 10, 2020, the SEC declared the Follow-On Offering effective. In the Follow-On Offering, the Company is offering up to $1 billion in shares of common stock in a primary offering on a best efforts basis and $250 million in shares of common stock to be issued pursued to the DRP. Additionally, on July 30, 2020, the Company amended its charter (as amended, the “Charter”) to redesignate its issued and outstanding classes of common stock. As described in the Company’s Second Articles of Amendment to Second Articles of Amendment and Restatement, the Company has redesignated its currently issued and outstanding Class A shares of common stock, Class T shares of common stock and Class I shares of common stock as “Class AX Shares,” “Class TX Shares” and “Class IX Shares,” respectively. This change has not impacted the rights associated with the Class A shares. Class T shares and Class I Shares. In addition, on July 30, 2020, as set forth in the Charter, the Company has reclassified the authorized but unissued portion of its common stock into four additional classes of common stock: Class T Shares, Class S Shares, Class D Shares, and Class I Shares.

As of March 31, 2022, the Company’s total number of authorized shares was 400,000,000, consisting of 10,000,000 of Class AX authorized common shares, 5,000,000 of Class TX authorized common shares, 5,000,000 of Class IX authorized common shares, 100,000,000 of Class T authorized common shares, 20,000,000 of Class S authorized common shares, 60,000,000 of Class D authorized common shares, and 200,000,000 of Class I authorized common shares. The Class AX Shares, Class D Shares, Class I Shares, Class IX Shares, Class S Shares, Class T Shares and Class TX Shares have the same voting rights and rights upon liquidation, although distributions are expected to differ due to the distribution fees payable with respect to Class D Shares, Class S Shares, Class T Shares and Class TX Shares, which will reduce distributions to the holders of such classes of shares.

CFI has paid a portion of selling commissions and all of the dealer manager fees (“Sponsor Support”), up to a total of 4.0% of gross offering proceeds from the sale of Class AX Shares and Class TX Shares, and up to a total of 1.5% of gross offering proceeds from the sale of Class IX Shares, incurred in connection with the Initial Offering. Selling commissions and dealer manager fees are presented net of Sponsor Support on the Company’s unaudited consolidated statements of stockholders’ equity. The Company will reimburse Sponsor Support (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Advisory Agreement (as defined below) by the Company or by the Advisor. In each such case, the Company will only reimburse CFI after the Company has fully invested the proceeds from the Initial Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such invested capital.

The Company also has 50 million shares of preferred stock, $0.01 par value, authorized. No shares of preferred stock are issued or outstanding.

Cantor Fitzgerald & Co. (the “Dealer Manager”), a related party, provided dealer manager services in connection with the Initial Offering and, subsequently, the Follow-On Offering, together (the “Offerings”). The Offerings are best efforts offerings, which means that the Dealer Manager is not required to sell any specific number or dollar amount of shares of common stock in each of the Offerings, but will use its best efforts to sell the shares of common stock. The Company has entered into the dealer manager agreement with the Dealer Manager in connection with the Initial Offering (the “IPO Dealer Manager Agreement”) and, on August 10, 2020, upon commencement of the Follow-On Offering, has entered into the dealer manager agreement with the Dealer Manager (the “Follow-On Dealer Manager Agreement,” and, collectively with the IPO Dealer Manager Agreement, the “Dealer Manager Agreements”) pursuant to which the Dealer Manager was designated as the dealer-manager for the Follow-On Offering.

As of March 31, 2022, the Company had sold 11,415,476 shares of its common stock (consisting of 3,585,298 Class AX Shares, 1,130,588 Class TX Shares, 1,209,492 Class IX Shares, 4,369,581 Class I Shares, 740,526 Class T Shares, 375,628 Class D shares, and 4,363 Class S shares) in the Offerings for aggregate net proceeds of $280,654,141. As of December 31, 2021, the Company had sold 9,497,468 shares of its common stock (consisting of 3,433,039 Class AX Shares, 1,319,066 Class TX Shares, 1,203,025 Class IX Shares, 2,707,306 Class I Shares, 555,074 Class T Shares, 275,596 Class D Shares and 4,362 Class S Shares) in the Offerings for aggregate net proceeds of $231,691,080.

Distributions

The Company’s board of directors has authorized, and the Company has declared, distributions for the period September 1, 2020 through April 1, 2022 in an amount equal to $0.004234973 per day (or approximately $1.55 on an annual basis) per each share of common stock, less, for holders of certain classes of shares, the distribution fees that are payable with respect to such classes of shares as further described in the applicable prospectus. The distributions are payable by the 5^th^ business day following each month end to stockholders of record at the close of business each day during the prior month.

To ensure that the Company has sufficient funds to cover cash distributions authorized and declared during the Initial Offering, the Company and CFI entered into a distribution support agreement, as amended (the “Distribution Support Agreement”). The terms of the agreement provide that in the event that cash distributions exceed modified funds from operations (“MFFO”), defined as a supplemental measure to reflect the operating performance of a non-traded REIT, for any calendar quarter through the termination of the Primary Offering, CFI shall purchase Class IX Shares from the Company in an amount equal to the distribution shortfall, up to $5 million (less the $2.0 million of shares purchased by CFI in order to satisfy the Minimum Offering Requirement). On August 10, 2020, the Company and CFI entered into Second Amended and Restated Distribution Support Agreement (the “Amended Distribution Support Agreement”) to ensure that the Company has a sufficient amount of funds to pay cash distributions to stockholders during the Follow-On Offering. Pursuant to the Amended Distribution Support Agreement, in the event that cash distributions exceed MFFO, CFI will purchase Class I Shares from the Company in the Follow-On Offering in an amount equal to the distribution shortfall, up to $5 million (less the $2.0 million of shares purchased by CFI in order to satisfy the Minimum Offering Requirement and any shares purchased by CFI pursuant to the Distribution Support Agreement in the Initial Offering). As of March 31, 2022, CFI’s remaining obligation pursuant to the Amended Distribution Support Agreement is limited to $1,867,720.

As of March 31, 2022 and December 31, 2021, the Company has declared distributions of $34,785,850 and $30,781,216, respectively, of which $1,470,030 and $1,210,652, respectively, was unpaid as of the respective reporting dates and has been recorded as distributions payable on the accompanying consolidated balance sheets. All of the unpaid distributions as of March 31, 2022 and December 31, 2021 were paid during April 2022 and January 2022, respectively. As of March 31, 2022 and December 31, 2021, distributions reinvested pursuant to the Company’s DRP were $11,398,379 and $10,252,165, respectively.

Redemptions

Stockholders are eligible to have their shares repurchased by the Company pursuant to the Amended SRP (as defined below).

In connection with the Follow-On Offering, the Company’s board of directors approved the second amendment and restatement of the Company’s share repurchase program (the “Amended SRP”) on July 27, 2020 and effective August 31, 2020. Repurchases of shares under the Amended SRP are made on a monthly basis. Subject to the limitations of and restrictions provided for in the Amended SRP, and subject to funds being available, shares repurchased under the Amended SRP are repurchased at the transaction price in effect on the date of repurchase, which, generally will be a price equal to the NAV per share applicable to the class of shares being repurchased and most recently disclosed by the Company in a public filing with the SEC. Under the Amended SRP, the Company may repurchase during any calendar month shares of its common stock whose aggregate value (based on the repurchase price per share in effect when the repurchase is effected) is 2% of the aggregate NAV as of the last calendar day of the previous month and during any calendar quarter whose aggregate value (based on the repurchase price per share in effect when the repurchase is effected) is up to 5% of the Company’s aggregate NAV as of the last calendar day of the prior calendar quarter.

There is no minimum holding period for shares under the Amended SRP and stockholders may request that the Company redeem their shares at any time. However, shares that have not been outstanding for at least one year will be redeemed at 95% of the redemption price that would otherwise apply to the class of shares being redeemed; provided, that, the period that shares were held prior to being converted into shares of different class will count toward the total hold period for such shares. The Company intends to waive the 5% holding discount with respect to the repurchase of shares acquired pursuant to its distribution reinvestment plan and shares issued as stock dividends. In addition, upon request, the Company intends to waive the 5% holding discount in the case of the death or disability of a stockholder.

During the three months ended March 31, 2022, the Company repurchased 69,156 shares, in the amount of $1,784,426. During the three months ended March 31, 2021, the Company repurchased 78,777 shares, in the amount of $1,884,438.

Non-controlling Interest

Special Unit Holder

The Special Unit Holder has invested $1,000 in the Operating Partnership and has been issued a special class of limited partnership units as part of the overall consideration for the services to be provided by the Advisor. In addition, the Special Unit Holder is entitled to receive a performance participation distribution from the Operating Partnership, subject to certain terms and calculations as defined within the amended Operating Partnership agreement. Such allocation (the “Performance Participation Allocation”) is paid in cash annually and accrued monthly. As of March 31, 2022, the Special Unit Holder is entitled to $6,210,635, pursuant to the Performance Participation Allocation, $785,783 of which were paid by the Company in January 2022. The outstanding amounts of $5,424,852 of Performance Participation Allocation has been included as a component of Distributions payable on the accompanying consolidated balance sheet. The Special Unit Holder investment in the Operating Partnership, including the Performance Participation Allocation, have been recorded as components of Non-controlling interests in subsidiaries on the consolidated balance sheets as of March 31, 2022 and December 31, 2021, respectively.

GSR Interest in the SF Property SPE

Based on the Company’s consolidation analysis, which was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies, management has determined that the Company is the primary beneficiary of the SF Property SPE. Accordingly, the Company has consolidated the SF Property SPE. As of March 31, 2022, the Company’s ownership interest in the SF Property SPE was 75%, and GSR’s interest was 25%. GSR’s total ownership interest of $2,841,253 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s unaudited consolidated balance sheet as of March 31, 2022.

Non-controlling interest in Keller Property SPE

Based on the Company’s consolidation analysis, which was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies, management has determined that the Company is the primary beneficiary of the Keller Property SPE. Accordingly, the Company has consolidated the Keller Property SPE. As of March 31, 2022, the Company’s ownership interest in the Keller Property SPE was 97%, and other parties’ interest was 3%. The other parties’ total ownership interest of $472,749 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s unaudited consolidated balance sheet as of March 31, 2022.

Non-controlling interest in Summerfield DST

Based on the Company’s consolidation analysis, which was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies, management has determined that the Company is the primary beneficiary of the Summerfield DST. Accordingly, the Company has consolidated the Summerfield DST. As of March 31, 2022, the Company’s ownership interest in the Summerfield DST was 25%, and other parties’ interest was 75%. The other parties’ total ownership interest of $30,712,303 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s unaudited consolidated balance sheet as of March 31, 2022.

In connection with the acquisition of the Summerfield Property, a wholly owned subsidiary of the Operating Partnership entered a joint venture (the “Summerfield MT JV”) between the wholly owned subsidiary of the Operating Partnership and affiliates of Hamilton Zanze (“HZ”). As of March 31, 2022, the Company’s ownership interest in the Summerfield MT JV was 90%, and HZ’s interest was 10%. HZ’s total ownership interest of $116,628 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s unaudited consolidated balance sheet as of March 31, 2022.

Non-controlling interest in Valencia DST

Based on the Company’s consolidation analysis, which was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies, management has determined that the Company is the primary beneficiary of the Valencia DST. Accordingly, the Company has consolidated the Valencia DST. As of March 31, 2022, the Company’s ownership interest in the Valencia DST was 10% and other parties’ interest was 90%. The other parties’ total ownership interest of $37,860,608 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s unaudited consolidated balance sheet as of March 31, 2022.

Non-controlling interest in Kacey DST

Based on the Company’s consolidation analysis, which was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 – Summary of Significant Accounting Policies, management has determined that the Company is the primary beneficiary of the Kacey DST. Accordingly, the Company has consolidated the Kacey DST. As of March 31, 2022, the Company’s ownership interest in the Kacey DST was 10% and other parties’ interest was 90%. The other parties’ total ownership interest of $24,309,650 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s consolidated balance sheet as of March 31, 2022.

In connection with the acquisition of the Kacey Property, a wholly owned subsidiary of the Operating Partnership entered a joint venture (the “Kacey MT JV”) between the wholly owned subsidiary of the Operating Partnership and affiliates of CAF Capital Partners (“CAF”). As of March 31, 2022, the Company’s ownership interest in the Kacey MT JV was 92.5% and CAF’s interest was 7.5%. CAF’s total ownership interest of $94,230 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s consolidated balance sheet as of March 31, 2022.

Non-controlling interest in Industry DST

Based on the Company’s consolidation analysis, which was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 – Summary of Significant Accounting Policies, management has determined that the Company is the primary beneficiary of the Industry DST. Accordingly, the Company has consolidated the Industry DST. As of March 31, 22, the Company’s ownership interest in the Industry DST was 10% and other parties’ interest was 90%. The other parties’ total ownership interest of $34,986,505 has been recorded as a component of non-controlling interests in subsidiaries on the Company’s consolidated balance sheet as of March 31, 2022.

In connection with the acquisition of the Industry Property, a wholly owned subsidiary of the Operating Partnership entered a joint venture (the “Industry MT JV”) between the wholly owned subsidiary of the Operating Partnership and affiliates of BH Equities, LLC (“BH”). As of March 31, 2022, the Company’s ownership interest in the Industry MT JV was 90% and BH’s interest was 10%. BH’s total ownership interest of $107,970 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s consolidated balance sheet as of March 31, 2022.

Non-controlling interest in CF Net Lease Portfolio IV DST

On November 23, 2021, the Company, through the Operating Partnership and CF Net Lease Portfolio IV DST (the “DST”) entered into a managing broker-dealer agreement, (the “DST Dealer Manager Agreement”), with the Dealer Manager, pursuant to which the Dealer Manager agreed to conduct a private placement offering, (the “DST Offering”), of up to $21,620,000 of the DST’s beneficial interest representing 100% of the interests to third party investors on a “best efforts” basis. As of March 31, 2022, the DST has received gross proceeds of $21,620,000 from the DST Offering.

Based on the Company’s consolidation analysis, which was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 – Summary of Significant Accounting Policies, management has determined that the Company is the primary beneficiary of the DST. Accordingly, the Company has consolidated the DST. As of March 31, 2022, the other parties’ interest was 100%. The other parties’ total ownership interest of $14,107,340 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s consolidated balance sheet as of March 31, 2022.

Note 9 – Related Party Transactions

Jointly Owned Investments

As of both March 31, 2022 and December 31, 2021, the Company owned interests in eight jointly owned investments with some or all of the remaining interest held by affiliates of the Advisor. The Company consolidates seven of these joint ventures as the primary beneficiary and account for the one remaining investment under the equity method of accounting. Refer to the “Variable Interest Entities” section of Note 2 – Summary of Significant Accounting Policies for further information on the Company’s VIE policy.

Keller Property SPE

During the three months ended March 31, 2022, the Company purchased additional interests of $5,101,423 in the Keller Member JV increasing the Company’s ownership interest to 100%. As of March 31, 2022, the Company’s interest in the Keller Property SPE was 97%. The remaining 3% interests in the Keller Property is owned by CAF, an unrelated third party.

Fees and Expenses

The Company and the Advisor entered into an amended and restated advisory agreement, dated as of June 29, 2018, as amended by amendment no. 1 (“Amendment No. 1”) to amended and restated advisory agreement, dated and effective as of September 28, 2019 (the “Advisory Agreement”). On June 26, 2019, the Company’s board of directors approved the renewal of the Advisory Agreement upon terms identical to those in effect for an additional one-year term commencing on June 29, 2019 through June 29, 2020. The purpose of Amendment No. 1 was to amend the monthly asset management fee from one-twelfth of 1.25% of the cost of the Company’s investments at the end of the month to one-twelfth of 1.20% of the Company’s most recently disclosed NAV. On August 10, 2020, the Company entered into the Second Amended and Restated Advisory Agreement (the “Amended Advisory Agreement”) with the Advisor and the Operating Partnership. Under the Amended Advisory Agreement, acquisition and disposition fees, including specified property management and oversight fees and refinancing coordination fees, previously payable to the Advisor under the prior advisory agreement were eliminated, although the Advisor continues to be entitled to reimbursement for acquisition and disposition expenses. Under the Amended Advisory Agreement, the Advisor will continue to be paid a fixed asset management fee equal to 1.20% of NAV per annum payable monthly. Further, under the Amended Advisory Agreement, the 1% Cap for reimbursement will be calculated based on 1% of gross offering proceeds from all of the Company’s public offerings (including the Initial Offering) as of such payment date. On August 10, 2021, the Amended Advisory Agreement was renewed for an additional one-year term through August 10, 2022, upon terms identical to those in effect. Pursuant to the Amended Advisory Agreement, and subject to certain restrictions and limitations, the Advisor is responsible for managing the Company's affairs on a day-to-day basis and for identifying, originating, acquiring and managing investments on behalf of the Company. For providing such services, the Advisor receives the following fees and reimbursements from the Company.

Organization and Offering Expenses. The Company will reimburse the Advisor and its affiliates for O&O Costs it incurs on the Company’s behalf but only to the extent that the reimbursement does not cause the selling commissions, the dealer manager fee and the other O&O Costs borne by the Company to exceed 15% of gross offering proceeds of each Offering as of the date of the reimbursement. If the Company raises the maximum offering amount in the Offerings and under the DRP, the Company estimates O&O Costs (other than upfront selling commissions, dealer manager fees and distribution fees), in the aggregate, to be 1% of gross offering proceeds of the Offerings. These O&O Costs include all costs (other than upfront selling commissions, dealer manager fees and distribution fees) to be paid by the Company in connection with the initial set up of the organization of the Company as well as the Offerings, including legal, accounting, printing, mailing and filing fees, charges of the transfer agent, charges of the Advisor for administrative services related to the issuance of shares in the Offerings, reimbursement of bona fide due diligence expenses of broker-dealers, and reimbursement of the Advisor for costs in connection with preparing supplemental sales materials.

The Advisor has agreed to pay for all of the O&O Costs on the Company’s behalf (other than selling commissions, dealer manager fees and distribution fees) through the Escrow Break Anniversary. After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company is obligated to reimburse the Advisor subject to the 1% Cap. Following the Escrow Break Anniversary, the Company began reimbursing the Advisor for such costs on a monthly basis, which continued through May 18, 2021; provided that the Company was not obligated to reimburse any amounts that as a result of such payment would cause the aggregate payments for O&O Costs paid to the Advisor to exceed the 1% Cap as of such reimbursement date.

As of March 31, 2022 and December 31, 2021, the Advisor had incurred $11,793,716 and $11,460,817, respectively, of O&O Costs (other than upfront selling commissions, dealer manager fees and distribution fees) on behalf of the Company. The amount of the Company’s obligation is limited to the 1% Cap less any reimbursement payments made by the Company to the Advisor for O&O Costs incurred, which, at March 31, 2022 and December 31, 2021, is $181,551 and $100,391, respectively, and is included within Due to related parties in the accompanying consolidated balance sheets. As of both March 31, 2022 and December 31, 2021, organizational costs of $90,675, were expensed and offering costs of $2,808,125 and $2,314,366, respectively, were charged to stockholders’ equity. As of March 31, 2022 and December 31, 2021, the Company has made reimbursement payments of $2,717,249 and $2,304,650, respectively, to the Advisor for O&O Costs incurred. As of March 31, 2022, the Advisor has continued to pay all O&O Costs on behalf of the Company.

Asset Management Fees. Asset management fees are due to the Advisor. Asset management fees payable to the Advisor consist of monthly fees equal to one-twelfth of 1.20% of the Company’s most recently disclosed NAV.

For the three months ended March 31, 2022, and March 31, 2021, the Company incurred asset management fees of $755,941 and $466,823, respectively. The asset management fee related to the month of March 2022 of $268,797 was unpaid as of March 31, 2022 and has been included within Due to related parties on the consolidated balance sheet. The amount of asset management fees incurred by the Company during the applicable period is included in the calculation of the limitation of operating expenses pursuant to the 2%/25% Guidelines (as defined and described below).

Other Operating Expenses. Effective April 1, 2018, the Advisory Agreement (i) includes limitations with regards to the incurrence of and additional limitations on reimbursements of operating expenses and (ii) clarifies the reimbursement and expense timing and procedures, including potential reimbursement of unreimbursed operating expenses.

Pursuant to the terms of the Advisory Agreement (which subsequently were incorporated into the Amended Advisory Agreement as defined above), the Company is obligated to reimburse the Advisor for certain operating expenses. Beginning October 1, 2018, the Company was subject to the limitation that it generally may not reimburse the Advisor for any amounts by which the total operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2% of average invested assets (as defined in the Advisory Agreement) and (ii) 25% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of investments for that period (the “2%/25% Guidelines”). If the Company’s independent directors determine that all or a portion of such amounts in excess of the limitation are justified based on certain factors, the Company may reimburse amounts in excess of the limitation to the Advisor. In addition, beginning on October 1, 2018, the Company may request any operating expenses that were previously reimbursed to the Advisor in prior or future periods in excess of the limitation to be remitted back to the Company. The Company reimbursed $1,004,539 of the operating expense reimbursement obligation to the Advisor in January 2019. As of March 31, 2022, the Company has accrued but not reimbursed $4,870,241 in operating expenses pursuant to the Advisory Agreement, which represents the current operating expense reimbursement obligation to the Advisor.

The Advisory Agreement provides that, subject to other limitations on the incurrence and reimbursement of operating expenses contained in the Advisory Agreement, operating expenses which have been incurred and paid by the Advisor will not become an obligation of the Company unless the Advisor has invoiced the Company for reimbursement, which will occur in a quarterly statement and accrued for in the respective period. The Advisor will not invoice the Company for any reimbursement if the impact of such would result in the Company’s incurrence of an obligation in an amount that would result in the Company’s net asset value per share for any class of shares to be less than $25.00. The Company may, however, incur and record an obligation to reimburse the Advisor, even if it would result in the Company’s net asset value per share for any class of shares for such quarter to be less than $25.00, if the Company’s board of directors determines that the reasons for the decrease of the Company’s net asset value per share below $25.00 were unrelated to the Company’s obligation to reimburse the Advisor for operating expenses.

In addition, the Advisory Agreement provides that all or a portion of the operating expenses, which have not been previously paid by the Company or invoiced by the Advisor may be in the sole discretion of the Advisor: (i) waived by the Advisor, (ii) reimbursed to the Advisor in any subsequent quarter or (iii) reimbursed to the Advisor in connection with a liquidity event or termination of the Advisory Agreement, provided that the Company has fully invested the proceeds from its initial public offering and the stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6% cumulative, non-compounded annual pre-tax return on their invested capital. Any reimbursement of operating expenses remains subject to the limitations described above and the limitations and the approval requirements relating to the 2%/25% Guidelines.

Reimbursable operating expenses include personnel and related employment costs incurred by the Advisor or its Affiliates in performing the services described in the Advisory Agreement, including but not limited to reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services. The Company is not obligated to reimburse the Advisor for costs of such employees of the Advisor or its affiliates to the extent that such employees (A) perform services for which the Advisor receives acquisition fees or disposition fees or (B) serve as executive officers of the Company.

As of March 31, 2022, the total amount of unreimbursed operating expenses was $13,435,158. This includes operating expenses incurred by the Advisor on the Company’s behalf which have not been invoiced to the Company and also amounts invoiced to the Company by the Advisor but not yet reimbursed (“Unreimbursed Operating Expenses”). The amount of operating expenses incurred by the Advisor during the three months ended March 31, 2022 and March 31, 2021 which were not invoiced to the Company amounted to $706,913 and $694,740, respectively.

Property Management Fees. If the Company will engage the Advisor or an affiliate to serve as a property manager with respect to a particular property, the Company will generally pay market rate property management fees. For the three months ended March 31, 2022 and March 31, 2021, the Company incurred property management fees of $373,273 and $36,761, respectively. The property management fees incurred during the month of March 31, 2022 of $70,869 was unpaid as of March 31, 2022 and have been included within Due to related parties on the consolidated balance sheet.

Leasing Commissions. If the Advisor or an affiliate is the Company’s primary leasing agent, then the Company will pay customary leasing fees in amount that is usual and customary in that geographic area for that type of property. As of March 31, 2022 and December 31, 2021, no such amounts have been incurred by the Company.

Selling Commissions, Dealer Manager Fees and Distribution Fees

The Dealer Manager is a registered broker-dealer affiliated with CFI. The Company entered into the Dealer Manager Agreements with the Dealer Manager and is obligated to pay various commissions and fees with respect to the Class AX, Class TX, Class IX, Class T, Class S, Class D and Class I Shares distributed in the Offerings. CFI has paid a portion of the selling commissions and all of the dealer manager fees as Sponsor Support, up to a total of 4% of gross offering proceeds from the sale of Class AX Shares and Class TX Shares, as well as 1.5% of Class IX Shares, incurred in connection with the Initial Offering. The Company will reimburse Sponsor Support (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Amended Advisory Agreement by the Company or by the Advisor. In each such case, the Company only will reimburse CFI after the Company has fully invested the proceeds from the Initial Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6% cumulative, non-compounded annual pre-tax return on such invested capital.

As of March 31, 2022, the likelihood, probability and timing of each of the possible occurrences or events listed in the preceding sentences (i) and (ii) in the above paragraph are individually and collectively uncertain. Additionally, whether or not the Company will have fully invested the proceeds from Initial Offering and also whether the Company’s stockholders will have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6% cumulative, non-compound annual pre-tax return on such invested capital at the time of any such occurrence or event is also uncertain. As of both March 31, 2022 and December 31, 2021, CFI has paid Sponsor Support totaling $5,374,526 which will be subject to reimbursement by the Company to CFI in the event of these highly conditional circumstances.

The following summarizes the fees payable to the Dealer Manager:

Distribution Fees. Under the Dealer Manager Agreements, distribution fees are payable to the Dealer Manager with respect to the Company’s Class TX Shares, Class T Shares, Class S Shares and Class D Shares, all or a portion of which may be re-allowed by the Dealer Manager to participating broker-dealers. Under the IPO Dealer Manager Agreement, the distribution fees for Class TX Shares accrue daily and are calculated on outstanding Class TX Shares issued in the Primary Offering in an amount equal to 1.0% per annum of (i) the gross offering price per Class TX Share in the Primary Offering, or (ii) if the Company is no longer offering Class TX Shares in a public offering, the most recently published per share NAV of Class TX Shares. Under the Follow-On Dealer Manager Agreement, the Company has agreed to pay the Dealer Manager (a) with respect to the Class T Shares and Class S Shares, a distribution fee in an annual amount equal to 0.85% of the aggregate NAV of the outstanding Class T Shares and Class S Shares, as applicable, and (b) with respect to the Class D Shares, a distribution fee in an annual amount equal to 0.25% of the aggregate NAV of the outstanding Class D Shares. The distribution fees are payable monthly in arrears and are paid on a continuous basis from year to year. During the three months ended March 31, 2022 and March 31, 2021, the Company paid distribution fees of $115,512 and $79,226, respectively. As of March 31, 2022 and December 31, 2021, the Company has incurred a liability of $6,855 and $267,284, respectively, which is included within Due to related parties on the consolidated balance sheets, $34,922 and $34,119, respectively, of which was due as of March 31, 2022 and December 31, 2021 and paid during April 2022 and January 2022, respectively.

Selling Commissions. Selling commissions payable to the Dealer Manager in the Initial Offering consisted of (i) up to 1% of gross offering proceeds paid by CFI for Class AX Shares and Class TX Shares and, (ii) up to 5% and 2% of gross offering proceeds from the sale of Class AX Shares and Class TX Shares, respectively. No selling commissions were payable with respect to Class IX Shares. Selling commissions in the Follow-On Offering consist of 3% and 3.5% of gross offering proceeds from the sale of Class T Shares and Class S Shares, respectively. All or a portion of such selling commissions may be re-allowed to participating broker-dealers. No selling commissions will be payable with respect to Class D Shares and Class I Shares. For the three months ended March 31, 2022 and the year ended December 31, 2021, the Company incurred $128,315 and $341,640 of selling commissions, respectively, which is included within Additional paid-in capital on the consolidated balance sheets. At both March 31, 2022 and December 31, 2021, $1,182,925 of Sponsor Support, has been recorded and $1,182,925, has been reimbursed by CFI. No Sponsor Support payment was due at March 31, 2022, as Sponsor Support ended with the termination of the Primary Offering.

Dealer Manager Fees. Dealer manager fees payable to the Dealer Manager in the Initial Offering consisted of up to 3.0% of gross offering proceeds from the sale of Class AX Shares and Class TX Shares sold in the Primary Offering and up to 1.5% of gross offering proceeds from the sale of Class IX Shares sold in the Primary Offering, all of which were paid by CFI. A portion of such dealer manager fees may be re-allowed to participating broker-dealers as a marketing fee. Dealer Manager fees payable to the Dealer Manager in the Follow-On Offering consist of up to 0.5% of gross offering proceeds from the sale of Class T Shares sold in the primary portion of the Follow-On Offering. No dealer manager fees will be payable with respect to Class S Shares, Class D Shares and Class I Shares. For the three months ended March 31, 2022 and the year ended December 31, 2021, the Company recorded $23,749 and $61,908 of dealer manager fees, respectively, which is included within Additional paid-in capital on the consolidated balance sheets. As of both March 31, 2022 and December 31, 2021, all of the Sponsor Support related to dealer manager fees has been recorded and $4,191,601, has been reimbursed by CFI. No Sponsor Support payment was due at March 31, 2022, as Sponsor Support ended with the termination of the Primary Offering.

The following table summarizes the above mentioned fees and expenses incurred by the Company and amounts of investment funding due by the Company for the three months ended March 31, 2022:

Due to<br><br><br>related<br><br><br>parties as of Three months ended<br><br><br>March 31, 2022 Due to<br><br><br>related<br><br><br>parties as of
Type of Fee or Reimbursement Financial Statement<br><br><br>Location December 31,<br><br><br>2021 Incurred Paid March 31, 2022
Management Fees
Asset management fees Management fees $ 223,602 $ 755,941 $ 710,746 $ 268,797
Property management and oversight fees Management fees 63,873 373,273 366,276 70,870
Organization, Offering and Operating Expense Reimbursements
Operating expenses^(1)^ General and administrative expenses 1,234,253 3,635,988 — 4,870,241
Organization expenses^(2)^ General and administrative expenses — — — —
Admin Fees^(2)^ General and administrative expenses 18,000 4,500 — 22,500
Offering costs^(2)^ Additional paid-in capital 100,391 493,760 412,600 181,551
Commissions and Fees
Selling commissions and dealer manager fees, net Additional paid-in capital — 152,064 152,064 —
Distribution fees^(3)^ Additional paid-in capital 267,284 (144,917 ) 115,512 6,855
Investment Funding
Distribution due^(4)^ Additional paid-in capital 202,430 — — 202,430
Total $ 2,109,833 $ 5,270,609 $ 1,757,198 $ 5,623,244
Note: (1) As of March 31, 2022, the Advisor has incurred, on behalf of the Company, a total of $13,435,158 in Unreimbursed Operating Expenses, including a total of $706,913 for the three months ended March 31, 2022 for which the Advisor has not invoiced the Company for reimbursement. The total amount of Unreimbursed Operating Expenses may, in future periods, be subject to reimbursement by the Company pursuant to the terms of the Advisory Agreement.
--- ---

(2) As of March 31, 2022, the Advisor has incurred, on behalf of the Company, a total of $11,793,716 of O&O Costs, of which the Company’s obligation is limited to $181,551, pursuant to the 1% Cap.

(3) The incurred amount reflects the change in accrual.

(4) Reflects distribution amount owed by the Company to the CF Keller Holdings LLC.

The following table summarizes the above mentioned fees and expenses incurred by the Company for the year ended December 31, 2021:

Due to<br><br><br>related<br><br><br>parties as of Year ended December 31, 2021 Due to<br><br><br>related<br><br><br>parties as of
Type of Fee or Reimbursement Financial Statement Location December 31, 2020 Incurred Paid December 31, 2021
Management Fees
Asset management fees Management fees $ 150,028 $ 2,166,136 $ 2,092,562 $ 223,602
Property management and oversight fees Management fees 37,055 676,908 650,090 63,873
Organization, Offering and Operating Expense Reimbursements
Operating expenses^(1)^ General and administrative expenses 204,253 1,030,000 — 1,234,253
Organization expenses^(2)^ General and administrative expenses 17,879 — 17,879 —
Admin Fees^(2)^ General and administrative expenses — 18,000 — 18,000
Offering costs^(2)^ Additional paid-in capital 294,405 763,027 957,041 100,391
Commissions and Fees
Selling commissions and dealer manager fees, net Additional paid-in capital — 403,547 403,547 —
Distribution fees^(3)^ Additional paid-in capital 734,830 (112,614 ) 354,932 267,284
Investment Funding
Distribution due^(4)^ Additional paid-in capital — — — 202,430
Total $ 1,438,450 $ 4,945,004 $ 4,476,051 $ 2,109,833
Note: (1) As of December 31, 2021, the Advisor has incurred, on behalf of the Company, a total of $12,728,245 in Unreimbursed Operating Expenses, including a total of $1,659,279 for the year ended December 31, 2021 for which the Advisor has not invoiced the Company for reimbursement. The total amount of Unreimbursed Operating Expenses may, in future periods, be subject to reimbursement by the Company pursuant to the terms of the Advisory Agreement.
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(2) As of December 31, 2021, the Advisor has incurred, on behalf of the Company, a total of $11,460,817 of O&O Costs, of which the Company’s obligation is limited to $100,391, pursuant to the 1% Cap.

(3) The incurred amount reflects the change in accrual.

(4) Reflects distribution amount owed by the Company to the CF Keller Holdings, LLC.

Investment by CFI

CFI initially invested $200,001 in the Company through the purchase of 8,180 Class AX Shares at $24.45 per share. CFI may not sell any of these shares during the period it serves as the Company’s sponsor. Neither the Advisor nor CFI currently has any options or warrants to acquire any of the Company’s shares.

As of March 31, 2022, CFI has invested $4,782,281 in the Company through the purchase of 191,337 shares (8,180 Class AX Shares for an aggregate purchase price of $200,001 and 183,157 Class IX Shares for an aggregate purchase price of $4,582,280). CFI purchased 125,157 of the Class IX Shares in the amount of $3,132,280 pursuant to the Distribution Support Agreement, which provides that in certain circumstances where the Company’s cash distributions exceed the Company’s modified funds from operations, CFI will purchase up to $5.0 million of Class IX Shares (including the $2.0 million of shares purchased in order to satisfy the Minimum Offering Requirement) at the then current offering price per Class IX Share net of dealer manager fees to provide additional cash to support distributions to the Company’s stockholders. On August 10, 2020, the Company and CFI entered into the Amended Distribution Support Agreement to ensure that the Company has a sufficient amount of funds to pay cash distributions to stockholders during the Follow-On Offering. Pursuant to the Amended Distribution Support Agreement, in the event that cash distributions exceed MFFO, CFI will purchase Class I Shares from the Company in the Follow-On Offering in an amount equal to the distribution shortfall, up to $5 million (less the $2.0 million of shares purchased by CFI in order to satisfy the Minimum Offering Requirement and any shares purchased by CFI pursuant to the Distribution Support Agreement in the Initial Offering).

Sponsor Support

The Company’s sponsor, CFI, is a Delaware limited liability company and an affiliate of CFLP. CFI has paid a portion of selling commissions and all of the dealer manager fees, up to a total of 4% of gross offering proceeds from the sale of Class AX Shares and Class TX Shares, as well as 1.5% of gross offering proceeds from the sale of Class IX Shares, incurred in connection with the Initial Offering. The Company will reimburse such expenses (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Amended Advisory Agreement by the Company or by the Advisor. In each such case, the Company only will reimburse CFI after the Company has fully invested the proceeds from the Initial Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6% cumulative, non-compounded annual pre-tax return on such invested capital. As of March 31, 2022, CFI has paid Sponsor Support totaling $5,374,526.

Note 10 - Variable Interest Entities

As of March 31, 2022 and December 31, 2021, certain VIEs have been identified. In regard to the Company’s investment in the SF Property, the Keller Property, the Summerfield Property, the Valencia Property, the Kacey Property, the DST, and the Industry Property, the Company has determined itself to be the primary beneficiary because the Company has a significant variable interest in and control over the SF Property, Keller Property, and a controlling interest in the Summerfield Property, the Valencia Property, the Kacey Property, the DST, and the Industry Property. Therefore, the Company has consolidated the SF Property, the Keller Property, the Summerfield Property, the Valencia Property, the Kacey Property, the DST and the Industry Property. In regard to the Company’s investment in the Station DST, the Company has determined itself not to be the primary beneficiary, because the Company does not have a significant variable interest in and control over the Station DST. Therefore, the Company has not consolidated the Station DST. The Company’s maximum exposure to loss from its interest in an unconsolidated VIE as of March 31, 2022 is $6,584,303 related to its investment in a real estate-related asset, the Station DST. Refer to Note 6 - Investments in Real Estate-Related Assets for additional information.

Note 11 – Economic Dependency

The Company is dependent on the Advisor and its affiliates for certain services that are essential to the Company, including the sale of the Company’s shares of capital stock, acquisition and disposition decisions and certain other responsibilities. In the event that the Advisor is unable or unwilling to provide such services, the Company would be required to find alternative service providers.

Note 12 – Commitments and Contingencies

Ground Leases

In association with the De Anza Property, the Company, indirectly through the De Anza Property SPE entered two ground lease agreements with unrelated third parties to lease the land where the De Anza property is located. The ground leases have an average term of 60 years and require incremental increases, as defined in ground lease agreements, in lease payments, based on consumer price index (“CPI”).

For lessees, the lease accounting standard ASC 842, Leases requires the lessee to recognize the assets and liabilities that arise from the leases. A lessee can classify a lease as either a finance lease or operating lease based on meeting certain criteria under ASC 842. In connection with the accounting standard, the Company is required to determine the incremental borrowing rate that is used as the discount rate in calculating the present value of lease payments for the duration of the lease term to measure the lease asset, Right-of-Use Asset (“ROU”) and lease liability. Given the extended lease term, estimating the incremental borrowing rate requires significant judgment from the Company. The Company has determined that the two ground leases qualify as operating leases. As of March 31, 2022 and December 31, 2021, the Company has $16,445,757 and $16,466,271 of ROU, respectively and $16,445,757 and $16,466,271 lease liability, respectively. Under the new guidance, for the three months ended March 31, 2022, the Company has recognized lease expense of $163,300, and is included within the accompanying consolidated statements of operations.

The following table reflects the base cash rental payments due from the Company as of March 31, 2022:

Year Future Base Rent Payments
2022 (remaining) 489,899
2023 653,198
2024 653,198
2025 653,198
2026 653,198
Thereafter 35,900,353
Total $ 39,003,044

Litigation and Regulatory Matters

As of March 31, 2022 and December 31, 2021, the Company was not subject to litigation nor was the Company aware of any litigation pending against it. The Company has entered into customary guaranty agreements (the “Guaranty Agreements”) in connection with the financing of certain specific investments, including the acquisition of the GR Property, the FM Property, the Buchanan Property, the CO Property, and the Summerfield Property as further described in Note 7 — Loans Payable. Pursuant to the Guaranty Agreements, the Company has guaranteed any losses or liabilities that the lenders may incur as a result of the occurrence of certain enumerated bad acts as defined in the Guaranty Agreements. The Company has also guaranteed the repayment of obligations and indebtedness due to the lenders upon the occurrence of certain enumerated events as defined in the Guaranty Agreements. Additionally, in regards to the GR Property, the FM Property, the Buchanan Property, the CO Property, and the Summerfield Property, the Company has also agreed to indemnify the lenders against certain environmental liabilities.

As of March 31, 2022, the Company’s liability under these arrangements is not quantifiable and the potential for the Company to be required to make payments under the Guaranty Agreements is remote.  Accordingly, no contingent liability is recorded in the Company’s unaudited consolidated balance sheet for these arrangements.

Risks and Uncertainties

Financial instruments that potentially subject the Company to concentrations of credit risk include Cash and cash equivalents and restricted cash. At times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company believes it mitigates this risk by investing its cash with high-credit quality financial institutions.

Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company is subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, states or industries could result in a material reduction the Company’s cash flows or material losses to the Company. The Company believes it mitigates this risk by employing a comprehensive set of controls around acquisitions which include detailed due diligence of all lessees. In addition, the Company monitors published credit ratings of its tenants, when available.

Additionally, the full extent of the impact and effects of the ongoing outbreak of the coronavirus (COVID-19) on the future financial performance of the Company, as a whole, and, specifically, on its investments, lessees of real estate properties owned and borrowers on its loan and preferred equity interests, are uncertain at this time. The impact will depend on future developments, including, among other factors, the duration and spread of the outbreak, along with related travel advisories and restrictions, the recovery time of the disrupted supply chains, the consequential staff shortages, and production delays, and the uncertainty with respect to the accessibility of additional liquidity or to the capital markets. COVID-19 and the current financial, economic and capital markets environment, and future developments in these and other areas, present uncertainty and risk with respect to the Company’s performance, financial condition, results of operations and cash flows.

The Company is currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. The Company is continuing to monitor the situation in Ukraine and globally and assessing its potential impact on the Company’s business. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for the Company to obtain additional funds. Any of the abovementioned factors could affect the Company’s business, prospects, financial condition, and operating results. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this Quarterly Report on Form 10-Q.

LIBOR and other indices which are deemed “benchmarks” are the subject of recent national, international, and other regulatory guidance and proposals for reform. Some of these reforms are already effective while others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past, or have other consequences which cannot be predicted. It currently appears that, over time, U.S. Dollar LIBOR may be replaced by the Secured Overnight Financing Rate (“SOFR”) published by the Federal Reserve Bank of New York. However, the manner and timing of this shift is currently unknown. Market participants are still considering how various types of financial instruments and securitization vehicles should react to a discontinuation of LIBOR. The ICE Benchmark Association, or IBA, announced that one-week and two-week month USD LIBOR maturities and non-USA LIBOR maturities will cease publication. While all remaining USD LIBOR maturities will cease immediately after June 30, 2023. At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be implemented. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms may adversely affect the market for or value of any securities on which the interest or dividend is determined by reference to LIBOR, loans, derivatives, and other financial obligations or on the Company’s overall financial condition or results of operations.

Note 13 – Fair Value Measurements

Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Additionally, there is a hierarchal framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and the state of the market place, including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy:

Level 1 measurement — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments.

Level 2 measurement — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.

Level 3 measurement — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities:

Investment in real estate, net —The fair value is estimated by utilizing the income approach to value, using a direct capitalization analysis and discounted cash flow analysis, as well as a sales comparison approach where deemed applicable. As of March 31, 2022 and December 31, 2021, the estimated fair value of the Company’s Investment in real estate, net was $791,030,000 and $718,790,000, respectively. The Company has not elected the fair value option to account for its Investment in real estate, net.

Investments in real estate-related assets —The fair value of the Pennsylvania SPE and the Illinois SPE is estimated by discounting the expected cash flows based on the market interest and preferred return rates for similar loans and preferred equity investments to the Company’s investments. The fair value of the Company’s interest in the Station DST was based upon the Station DST Property appraisal, the fair market value of the mortgage loan encumbering the Station DST Property as of March 31, 2022, and the other tangible assets and liabilities of the Station DST such as cash and reserves, each reflecting the Company’s ownership interest in the Station DST (15%). As of March 31, 2022 and December 31, 2021, the estimated fair value of the Company’s Investments in real estate-related assets was $34,777,505 and $35,121,327, respectively. The Company has not elected the fair value option to account for its Investments in real estate-related assets.

Loans payable —The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. The current period liabilities’ carrying and fair values exclude net deferred financing costs. These financial instruments are valued using Level 2 inputs. As of March 31, 2022 and December 31, 2021, the estimated fair value of the Company’s loans payable was $354,005,620 and $357,212,043, respectively (excluding deferred financing costs). The Company has not elected the fair value option, and as such has accounted for its debt using the amortized cost method.

Other financial instruments — The Company considers the carrying value of its Cash and cash equivalents and restricted cash to approximate its fair value because of the short period of time between its origination and its expected realization as well as its highly-liquid nature. Due to the short-term maturity of this instrument, Level 1 inputs are utilized to estimate the fair value of this financial instrument.

Note 14 – Derivative Instruments

Risk Management Objective of Using Derivatives

The Company may use derivative financial instruments, including interest rate swaps, interest rate caps, and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and costs associated with the Company’s operating and financial structure. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management.

The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its related parties may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

On July 6, 2021, in connection with the Valencia Loan, the Company entered the Valencia Swap which calls for the Company to pay a fixed rate of 3.39% per annum on a notional amount of $55,200,000 in exchange for a variable rate of LIBOR plus 195 basis points to be paid by the Valencia Swap Counterparty. The Valencia Swap became effective on July 7, 2021 and is set to expire on July 7, 2031. See Note 7 – Loans Payable for further details.

Additionally, in conjunction with the Keller Loan, the Company entered into an interest rate cap agreement for a notional amount of $31,277,000. See Note 7 – Loans Payable for further details. The fair value of this interest rate cap is $645,349 and is included with other assets on the consolidated balance sheet as of March 31, 2022.

The table below presents the fair value of the Company’s derivative financial instrument as well as its classification on the consolidated balance sheet as of March 31, 2022, and December 31, 2021:

Balance Sheet Location March 31, 2022 December 31, 2021
Derivatives designated as hedging instruments:
Interest rate “pay-fixed” swap Derivative assets, at fair value $ 3,709,924 $ —
Interest rate “pay-fixed” swap Derivative liabilities, at fair value $ — $ 157,709

Cash Flow Hedges

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive loss (“AOCI”) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three months ended March 31, 2022, an amount of $183,918 was reclassified into earnings and has been recorded within Interest expense in the accompanying consolidated statement of operations.

As of March 31, 2022 the Company had the following derivatives that were designated as cash flow hedges of interest rate risk:

March 31, 2022
Interest Rate Derivative Number of Instruments Notional Amount
Interest Rate Swaps 1 55,200,000

Non-designated Hedge

These derivatives are used to manage the Company’s exposure to interest rate movements, but do not meet the strict hedge accounting requirements to be classified as hedging instruments or derivatives that the Company has not elected to treat as hedges for purposes of administrative ease. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. The Company recorded a $527,743 gain on non-designated hedging relationships during the three months ended March 31, 2022. The Company did not have any such derivatives during the three months ended March 31, 2021.

The following table details the Company’s interest rate derivative not designated as a hedge.

March 31, 2022
Interest Rate Derivative Number of Instruments Notional Amount
Interest Rate Cap 1 $ 31,277,000

Credit Risk-Related Contingent Features

The agreements the Company has with the Company’s derivative counterparties contain cross-default provisions that could trigger a declaration of default on the Company’s derivative obligations if the Company defaults, or is capable of being declared in default, on certain of the Company’s indebtedness. At March 31, 2022, the Company had not been declared in default on any of its derivative obligations. The estimated fair value of the Company’s derivatives in a net asset position was $4,355,273 at March 31, 2022. The estimated fair value of the Company’s derivatives in a net liability position was $40,102 at December 31, 2021.

Note 15 – Subsequent Events

Common Stock Repurchases

Subsequent to March 31, 2022, the Company received and completed 11 eligible repurchase requests for a total of 15,968 shares in the amount of $419,446

Landings of Conroe, Conroe, Texas - Multifamily

On April 14, 2022, the Company, through a joint venture (the “Conroe JV”) with an affiliate of CAF Management, LLC (“CAF”), acquired a multifamily property (the “Conroe Property”) located at 1804 Longmire Road, Conroe, Texas at a contract purchase price of $43.4 million, exclusive of closing costs. The fee simple interest in the Conroe Property is held by a single purpose limited liability company (the “Conroe Property SPE”), which is a wholly-owned subsidiary of Conroe JV. The Conroe Property was acquired from Hilltop Conroe, LP in an off-market transaction. Seller is a third party and not affiliated with the Company or CAF.

The Conroe Property was acquired with the proceeds of contributions from the Conroe JV members. The Company funded its portion of the purchase price with cash from the Offerings and a draw on the Citizens Facility. In connection with the acquisition of the Conroe Property, the Company pledged the Conroe Property to the Citizens Facility and drew an additional $36.5 million from the Citizens Facility.

Eisai/ON3 Life Sciences Acquisition

On April 22, 2022, through a joint venture with CFI, the Company acquired a 10% interest in a Delaware Statutory Trust (the “ON3 DST”) that purchased a 332,818 square foot Class-A office tower located in Nutley, NJ (the “ON3 Property”) for a purchase price $131,667,000, exclusive of closing costs. The ON3 Property is leased to Eisai, Inc. until 2038 with 2% annual rent escalations and guaranteed by Eisai Corporation of North America (“ECA”). The ON3 DST acquired the ON3 Property with the proceeds from equity contributions from the Company and CFI and a mortgage loan (the “ON3 Loan”) originated by JP Morgan Asset Management (the “ON3 Lender”).

The ON3 Loan is for the principal amount of $66,731,250 and provides for monthly interest payments at an initial fixed rate equal to 4.073%, beginning June 2022. All outstanding principal and interest of the ON3 Loan is payable on or before May 1, 2032.

CFI Purchase of Class I Shares

On May 2, 2022, CFI purchased 36,751 Class IX Shares in the amount of $966,541 to cover the distribution shortfall for the quarter ended December 31, 2021, pursuant to the Amended Distribution Support Agreement.

Status of the Offerings

As of May 11, 2022, the Company had sold an aggregate of 12,726,754 shares of its common stock (consisting of 3,626,688, Class AX Shares, 1,097,734 Class TX Shares, 1,212,145 Class IX Shares, 874,659 Class T Shares, 5,858 Class S Shares, 396,574 Class D Shares, and 5,513,096 Class I Shares) in the Offerings resulting in net proceeds of $314,582,769 to the Company as payment for such shares.

Distributions

As authorized by the board of directors of the Company, on May 2, 2022 the Company declared the following distributions for each class of the Company’s common stock as rounded to the nearest three decimal places ($1.55 on an annual basis):

April Gross Distribution Supplemental March Distribution
Class T Shares 0.1274 0.004
Class S Shares 0.1274 0.004
Class D Shares 0.1274 0.004
Class I Shares 0.1274 0.004
Class AX Shares 0.1274 0.004
Class TX Shares 0.1274 0.004
Class IX Shares 0.1274 0.004

The net distributions for each class of common stock (which represents the gross distributions described above less the distribution fee for the applicable class of common stock as described in the Company’s applicable prospectus) are payable to stockholders of record immediately following the close of business on April 30, 2022 with respect to the gross April distribution and March 31, 2022 with respect to the supplemental March distribution. Each was paid on or about May 9, 2022. The supplemental March distribution was made as a result of a computational error and will result in aggregate gross distributions to holders of each class of common stock during the month of March 2022 of $0.1316, or $1.55 per share on an annual basis. These distributions will be paid in cash or reinvested in shares of the Company’s common stock for stockholders participating in the Company’s distribution reinvestment plan. Some or all of the cash distributions may be paid from sources other than cash flow from operations.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about Cantor Fitzgerald Income Trust, Inc.’s, formerly known as Rodin Global Property Trust, Inc., (the “Company”) business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. The Company’s actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed under “Risk Factors” in the Company’s Registration Statement on Form S-11 (File No. 333-237327) (the “Registration Statement”), under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and elsewhere in this Quarterly Report on Form 10-Q. The Company does not undertake to revise or update any forward-looking statements.

Forward-Looking Statements

This Form 10-Q contains forward-looking statements about the Company’s business, including, in particular, statements about the Company’s plans, strategies and objectives. You can generally identify forward-looking statements by the Company’s use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. These statements include the Company’s plans and objectives for future operations, including plans and objectives relating to future growth and availability of funds, and are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond the Company’s control. Although the Company believes the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and the Company’s actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by the Company or any other person that the Company’s objectives and plans, which the Company considers to be reasonable, will be achieved.

Factors that could cause the Company’s results to be materially different include, but are not limited to the following:

• the Company’s ability to successfully raise capital in its public offerings;
• the Company’s dependence on the resources and personnel of Cantor Fitzgerald Income Advisors, LLC, formerly known as Rodin Global Property Advisors, LLC (the “Advisor”), Cantor Fitzgerald Investors, LLC (“CFI”), and their affiliates, including the Advisor’s ability to source and close on attractive investment opportunities on the Company’s behalf;
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• the full extent of the impact and effects of the outbreak of coronavirus (COVID-19) on the future financial performance of the Company and its tenants;
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• the performance of the Advisor and CFI;
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• the Company’s ability to deploy capital quickly and successfully and achieve a diversified portfolio consistent with target asset classes;
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• the Company’s ability to access financing for its investments;
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• the Company’s liquidity;
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• the Company’s ability to make distributions to its stockholders, including from sources other than cash flow from operations;
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• the effect of paying distributions to stockholders from sources other than cash flow provided by operations;
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• the lack of a public trading market for the Company’s shares;
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• the impact of economic conditions on the tenants, borrowers and others who the Company depends on to make payments to it;
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• the Advisor’s ability to attract and retain sufficient personnel to support growth and operations;
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• the Company’s limited operating history;
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• difficulties in economic conditions generally and the real estate, debt, and securities markets specifically;
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• changes in the Company’s business or investment strategy;
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• environmental compliance costs and liabilities;
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• any failure in the Advisor’s due diligence to identify all relevant facts in the Company’s underwriting process or otherwise;
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• the impact of market and other conditions influencing the availability of equity versus debt investments and performance of the Company’s investments relative to its expectations and the impact on the actual return on invested equity, as well as the cash provided by these investments;
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• defaults on or non-renewal of leases by tenants, lease renewals at lower than expected rent, or failure to lease properties at all or on favorable rents and terms;
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• the degree and nature of the Company’s competition;
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• risks associated with using debt to fund the Company’s business activities, including re-financing and interest rate risks;
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• illiquidity of investments in the Company’s portfolio;
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• the Company’s ability to finance its transactions;
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• the effectiveness of the Company’s risk management systems;
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• information technology risks, including capacity constraints, failures, or disruptions in the Company’s systems or those of parties with which the Company interacts, including cybersecurity risks and incidents, privacy risk and exposure to potential liability and regulatory focus;
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• the Company’s ability to realize current and expected returns over the life of its investments;
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• the Company’s ability to maintain effective internal controls;
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• regulatory requirements with respect to the Company’s business, as well as the related cost of compliance;
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• risks associated with guarantees and indemnities related to the Company’s loans;
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• the Company’s ability to qualify and maintain its qualification as a REIT (as defined below) for U.S. federal income tax purposes and limitations imposed on the Company’s business by its status as a REIT;
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• changes in laws or regulations governing various aspects of the Company’s business and non-traded REITs generally, including, but not limited to, changes implemented by the Department of Labor, the Securities & Exchange Commission (the “SEC”), or FINRA and changes to laws governing the taxation of REITs;
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• the Company’s ability to maintain its exemption from registration under the Investment Company Act;
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• general volatility in domestic and international capital markets and economies;
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• effect of regulatory actions, litigation and contractual claims against the Company and its affiliates, including the potential settlement and litigation of such claims;
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• the impact of any conflicts arising among the Company and CFI and its affiliates;
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• the adequacy of the Company’s cash reserves and working capital;
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• increases in interest rates, operating costs and expenses, or greater than expected capital expenditures;
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• the timing of cash flows, if any, from the Company’s investments; and
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• other risks associated with investing in the Company’s targeted investments.
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The foregoing list of factors is not exhaustive. Factors that could have a material adverse effect on the Company’s operations and future prospects are set forth under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The factors set forth in the Risk Factors section could cause the Company’s actual results to differ significantly from those contained in any forward-looking statement contained in this quarterly report.

Overview

The Company is a Maryland corporation that has elected and qualified to be taxed as a REIT for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2017. The Company is externally managed by the Advisor, a Delaware limited liability company and wholly owned subsidiary of the Company’s sponsor, CFI. The Company is a commercial real estate company formed to invest in and manage a diversified portfolio of income-producing commercial properties and other real estate-related assets.

The Company was incorporated in the State of Maryland on February 2, 2016 under the name Rodin Global Access Property Trust, Inc. On September 12, 2016, the Company changed its name to Rodin Global Property Trust, Inc. and on July 30, 2020, the Company changed its name to Cantor Fitzgerald Income Trust, Inc.

The Company plans to own substantially all of its assets and conduct its operations through the Operating Partnership. The Company is the sole general partner and limited partner of the Operating Partnership and CFI’s wholly owned subsidiary, Cantor Fitzgerald Income Trust OP Holdings, LLC, formerly known as Rodin Global Property Trust OP Holdings, LLC, (the “Special Unit Holder”), is the sole special unit holder of the Operating Partnership.

On February 2, 2016, the Company was capitalized with a $200,001 investment by CFI through the purchase of 8,180 Class A shares. The Company has registered with the SEC an offering of up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in shares in the Company’s primary offering (“Primary Offering”) and up to $250 million in shares pursuant to its distribution reinvestment plan (the “DRP”, and together with the Primary Offering, the “Initial Offering”). The Company’s Registration Statement was declared effective by the SEC on March 23, 2017. On May 18, 2017, the Company satisfied the minimum offering requirement as a result of the purchase of $2.0 million in Class I shares by CFI (the “Minimum Offering Requirement”). The Company terminated the Primary Offering effective July 31, 2020, but is continuing to offer up to $50.0 million of common stock pursuant to the DRP.

On March 20, 2020, the Company filed a registration statement on Form S-11 with the SEC for a proposed second public offering (the “Follow-On Offering”). The Company’s Registration Statement for the Follow-On Offering was declared effective by the SEC in August 2020. In the Follow-On Offering, the Company is offering up to $1 billion in shares of common stock in a primary offering on a best efforts basis and $250 million in shares of common stock to be issued pursuant to DRP. On July 30, 2020, the Company, amended its charter (as amended, the “Charter”) to redesignate its currently issued and outstanding Class A shares of common stock, Class T shares of common stock and Class I shares of common stock as “Class AX Shares,” “Class TX Shares” and “Class IX Shares,” respectively. In addition, on July 30, 2020, as set forth in the Charter, the Company has reclassified the authorized but unissued portion of its common stock into four additional classes of common stock: Class T Shares, Class S Shares, Class D Shares, and Class I Shares. The Class AX Shares, Class TX Shares and Class IX Shares generally have the same rights, including voting rights, as the Class T Shares, Class S Shares, Class D Shares and Class I Shares that the Company is offering pursuant to the Follow-On Offering. Additionally, upon commencement of the Follow-On Offering, the Company began operating as a non-exchange traded perpetual-life REIT.

As of May 11, 2022, the Company had sold 3,626,688 Class AX shares, 1,097,734 Class TX shares, 1,212,145 Class IX shares, 874,659 Class T shares, 396,574 Class D shares, 5,858 Class S shares, and 5,513,096 Class I shares of common stock in the Primary Offering and the primary portion of the Follow-on Offering, as well as 274,301 Class AX shares, 105,698 Class TX shares, 72,337 Class IX shares, 4,815 Class T shares, 4,897 Class D shares, 9 Class S shares, and 34,999 Class I shares in the DRP for aggregate net proceeds of $314,582,769 in the Initial Offering and the Follow-On Offering (collectively, the “Offerings”).

Prior to the commencement of the Follow-On Offering, the Company determined its net asset value as of the end of each quarter. Net Asset Value (“NAV”), as defined, is calculated consistent with the procedures set forth in the Company’s prospectus and excludes any organization and offering expenses paid by the Advisor on the Company’s behalf (other than selling commissions, dealer manager fees and distribution fees) (“O&O Costs”), with such costs to be reflected in the Company’s NAV to the extent the Company reimburses the Advisor for these costs. Upon commencement of the Follow-On Offering, the Company started determining its NAV on a monthly basis, beginning with the determination of NAV as of July 31, 2020. As of March 31, 2022, the Company’s NAV was $26.30 per Class AX Share, Class IX Share, and Class I Share, $26.29 per Class D Share, $26.28 per Class TX Share, Class T Share, and Class S Share. For further discussion of the Company’s NAV calculation, please see “—Net Asset Value”.

Prior to the commencement of the Follow-On Offering, the Company’s investment strategy was focused primarily on the acquisition of single-tenant net leased commercial properties located in the United States, United Kingdom and other European countries, as well as origination and investment in loans related to net leased commercial properties. Upon

commencement of the Follow-On Offering, the Company intends to invest in a diversified portfolio of income-producing commercial real-estate and debt secured by commercial real estate located primarily in the United States. The Company will seek to invest: (a) at least 80% of the Company’s assets in properties and real estate-related debt; and (b) up to 20% of the Company’s assets in real estate-related securities. The number and type of properties or real estate-related securities that the Company acquires will depend upon real estate market conditions, the amount of proceeds the Company raises in its offerings and other circumstances existing at the time the Company is acquiring such assets.

As of March 31, 2022, the Company had made the following investments:

• A retail property located in Grand Rapids, Michigan (the “GR Property”).
• An office property located in Fort Mill, South Carolina (the “FM Property”).
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• An office property located in Columbus, Ohio (the “CO Property”).
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• A flex industrial property located in Lewisville, TX (the “Lewisville Property”).
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• CF Albertsons Lancaster, LLC (the “Pennsylvania SPE”), which made a preferred equity investment (the “Lancaster PE”) through a joint venture agreement to purchase a cold storage and warehouse distribution facility located in Denver, Pennsylvania (the “PA Property”).
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• CF Albertsons Chicago, LLC (the “Illinois SPE”), which originated a fixed rate, subordinate mezzanine loan (the “Chicago Jr Mezz”) for the acquisition of a cold storage and warehouse distribution facility located in Melrose Park, Illinois (the “IL Property”).
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• A majority interest (75%) in a joint venture with an unrelated third party (the “Battery Street SF JV”) that owns an office property located in San Francisco, California (the “SF Property”).
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• An industrial property located in Phoenix, Arizona (the “Buchanan Property”).
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• Interests (15%) in a Delaware Statutory Trust, CF Station Multifamily DST (the “Station DST”), which owns a multifamily residential property located in Irving, Texas (the “Station Property”).
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• A majority interest (97%) in a multifamily property located in Carrolton, Texas (the “Keller Property”) through a joint venture (the “Keller JV”) with an unrelated third party.
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• A controlling interest (25%) in a Delaware Statutory Trust, CF Summerfield Multifamily DST (the “Summerfield DST”), which owns a multifamily residential property located in Landover, MD (the “Summerfield Property”).
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• An industrial property located in Cleveland, OH (the “Madison Property”).
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• A controlling interest (10%) in a Delaware Statutory Trust, (the “Valencia DST”), which owns a life sciences laboratory and research office property located in Valencia, California (the “Valencia Property”).
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• An office property located in Cupertino, CA (the “De Anza Property”).
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• A controlling interest of (10%) in Delaware Statutory Trust, CF Kacey Multifamily DST (the “Kacey DST”), which owns a multifamily residential property located in Kingwood, Texas (the “Kacey Property”).
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• A controlling interest of (10%) in a Delaware Statutory Trust, CF Industry Multifamily DST (the “Industry DST”), which owns a multifamily residential property located in Columbus, OH (the “Industry Property”).
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• An industrial dry/cold storage facility located in Columbus, OH (the “Fisher Road Property”).
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The Company has no employees and has retained the Advisor to manage its affairs on a day-to-day basis. The Advisor’s responsibilities include, but are not limited to, providing real estate-related services, including services related to originating investments, negotiating financing, and providing property-level asset management services, property management services, leasing and construction oversight services and disposition services, as needed. The Advisor is a wholly owned subsidiary of CFI and therefore, the Advisor and CFI are related parties. The Advisor and its affiliates receive, as applicable, compensation, fees and expense reimbursements for services related to the investment and management of the Company’s assets. Such affiliated entities receive fees, expense reimbursements, and distributions (related to ownership of the Company’s common stock) as well as other compensation during the offering, acquisition, operational and liquidation stages.

The Company is not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting real estate generally, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from acquiring properties or real estate-related securities, other than those referred to in this Quarterly Report on Form 10-Q.

Operating Highlights

First Quarter of 2022 Activity

• Issued approximately 1,918,008 shares of common stock in the Offerings for gross proceeds of approximately $49.4 million.
• Acquired the Fisher Road Property for a contract purchase price of $58 million, exclusive of closing costs.
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• Entered into an agreement with Walgreen Co. to extend the non-cancelable term of Walgreen’s lease on the GR Property SPE. The agreement confirms Walgreen’s waiver of a termination option thereby extending the non-cancelable term of the lease by five years to July 31, 2037. In addition, the full term of the lease has been extended by five years to July 31, 2087. Under the terms of the agreement, Walgreen Co. received $900,000 from the Company in exchange for the waiver of a termination right by the tenant.
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Portfolio Information

As of March 31, 2022, the Company owned interests in 21 real properties as described below:

Portfolio Ownership<br><br><br>Percentage Location Number of<br><br><br>Properties Square<br><br><br>Feet Remaining<br><br><br>Lease<br><br><br>Term^(1)^ Annualized<br><br><br>Rental<br><br><br>Income^(3)^ Acquisition<br><br><br>Date Purchase<br><br><br>Price^(4)^
Walgreens Grand Rapids ("GR Property") 100 % Grand Rapids, MI 1 14,552 15.3 years^(2)^ $ 500,000 July 2017 $ 7,936,508
Daimler Trucks North America Office Building ("FM Property") 100 % Fort Mill, SC 1 150,164 6.8 years $ 2,670,638 February 2018 $ 40,000,000
Alliance Data Systems Office Building ("CO Property") 100 % Columbus, OH 1 241,493 10.5 years $ 3,362,844 July 2018 $ 46,950,000
Hoya Optical Labs of America ("Lewisville Property") 100 % Lewisville, TX 1 89,473 6.3 years $ 937,060 November 2018 $ 14,120,000
Williams Sonoma Office Building ("SF Property") 75 % San Francisco, CA 1 13,907 0.0 years^(6)^ $ 0 September 2019 $ 11,600,000
Martin Brower Industrial Buildings ("Buchanan Property") 100 % Phoenix, AZ 1 93,302 10.0 years $ 1,083,444 November 2019 $ 17,300,000
Multifamily Residential Property ("Keller Property") 97 % Carrolton, TX 1 255,627 multiple^(5)^ $ 4,647,552 February 2021 $ 56,500,000
Multifamily Residential Property ("Summerfield Property") 25 % Landover, MD 1 452,876 multiple^(5)^ $ 9,590,592 March 2021 $ 115,500,000
Amazon Last Mile Cleveland ("Madison Ave Property") 100 % Cleveland, OH 1 168,750 9.0 years $ 1,555,254 May 2021 $ 30,800,000
Valencia California ("Valencia Property") 10 % Santa Clarita, CA 1 180,415 13.8 years $ 5,323,193 July 2021 $ 92,000,000
De Anza Plaza Office Buildings ("De Anza Property") 100 % Cupertino, CA 1 83,959 9.3 years $ 4,206,056 July 2021 $ 63,750,000
Multifamily Residential Property ("Kacey Property") 10 % Kingwood, TX 1 296,991 multiple^(5)^ $ 5,080,188 November 2021 $ 67,000,000
Multifamily Residential Property ("Industry Property") 10 % Columbus, OH 1 187,678 multiple^(5)^ $ 4,890,864 December 2021 $ 81,000,000
Mars Petcare Dry/Cold Storage Facility ("Fisher Road Property") 100 % Columbus, OH 1 465,256 5.1 years $ 2,984,877 March 2022 $ 58,000,000
(1) Reflects number of years remaining until the tenant’s first termination option.
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(2) On March 14, 2022 the tenant (Walgreens) of the GR Property SPE waived the lease termination option and extended the non-cancelable term of the lease by five years to July 31, 2037.
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(3) Reflects the average annualized rental income for the lease(s). Annualized rental income for Keller Property, Summerfield Property, Kacey Property, and Industry Property is based on full occupancy.
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(4) Reflects the contract purchase price at 100% ownership as opposed to adjusted for current ownership percentage as applicable.
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(5) Indicates individual tenant leases (with 1-year average lease term) for the multifamily residential properties.
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(6) The lease with William Sonoma expired on December 31, 2021. As of March 31, 2022, the SF Property is vacant.
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As of March 31, 2022, lease expirations related to the Company’s portfolio of real estate assets, excluding those at our multifamily properties (which typically have short-term leases of one year or less), based on each asset’s fair value used in determining our NAV, were as follows:

• 2022 – 2024 – 0.0%
• 2025 – 2027 – 19.6%
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• 2028 – 2030 – 18.7%
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• After 2031 – 61.7%
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As of March 31, 2022, the industry concentration of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining our NAV, was as follows:

• Single Tenant Office – 36.4%
• Single Tenant Industrial – 32.5%
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• Multifamily – 27.1%
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• Single Tenant Necessity Retail – 2.0%
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• Single Tenant Life Sciences – 2.0%
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As of March 31, 2022, the geographic concentration of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining our NAV, was as follows:

• Ohio – 32.6%
• Texas – 21.5%
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• California – 18.3%
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• South Carolina – 9.0%
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• Maryland – 7.1%
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• Arizona – 4.3%
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• Illinois – 2.8%
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• Pennsylvania – 2.6%
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• Michigan – 1.8%
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As of March 31, 2022, the investment type concentration of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining our NAV, was as follows:

• Common Equity – 94.6%
• Mezzanine Loan – 2.8%
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• Preferred Equity – 2.6%
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As of March 31, 2022, the tenant credit profile concentration of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining our NAV, was as follows:

• Investment Grade^(1)^ – 51.4%
• Unrated – 41.3%
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• Non-Investment Grade – 7.3%
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^(1)^Includes Daimler Trucks North America, LLC. Daimler AG, the parent company of Daimler Trucks North America, LLC, is rated BBB+ by Moody’s. Daimler AG does not guarantee the lease.

As of March 31, 2022, the maturity concentration of debt secured by our portfolio of real estate assets, based on principal balances and adjusted for ownership percentage, was as follows:

• 2022 – 2024 – 30.5%
• 2025 – 2027 – 0.0%
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• 2028 – 2030 – 31.2%
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• After 2031 – 38.3%
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As of March 31, 2022, the weighted average lease term remaining of the Company’s portfolio of real estate assets (excluding multifamily, mezzanine and preferred equity investments), based on each asset’s fair value used in determining our NAV, was 8.5 years.

As of March 31, 2022, the weighted average lease term remaining of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining our NAV, was 96.9%. For our industrial, retail and office investments, occupancy includes all leased square footage as of the date indicated. For our multifamily investments, occupancy is defined as the percentage of units leased on the date indicated.

As of March 31, 2022, the Company owned the preferred equity investment described below:

Portfolio Original<br><br><br>Investment<br><br><br>Amount Preferred<br><br><br>Return Number of<br><br><br>Properties Square<br><br><br>Feet Lease<br><br><br>Expiration<br><br><br>Date Acquisition<br><br><br>Date Tenant<br><br><br>Renewal Options
Denver, PA— Pref Equity Investment $ 11,805,000 Ranging from<br><br><br>7.75% in<br><br><br>2019 to<br><br><br>8.74% in<br><br><br>2028 1 1,539,407 January 31, 2039 January 2019 9 extension<br><br><br>options for<br><br><br>5 years each

As of March 31, 2022, the Company owned the mezzanine loan investment described below:

Portfolio Original Loan<br><br><br>Amount Annual Interest Rate Prior to Anticipated Repayment Number of Properties Square Feet Acquisition Date Initial Maturity Date Amortization
Melrose Park, IL—Mezz B Loan $ 12,595,000 Ranging from<br><br><br>7.75% in<br><br><br>2019 to<br><br><br>8.74% in<br><br><br>2028 1 1,561,613 January 2019 January 6, 2034^(1)^ Interest<br><br><br>only
(1) Anticipated repayment date is January 6, 2029.
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Related Party Transactions

The Company has entered into agreements with the Advisor, the Dealer Manager and CFI and its affiliates, whereby the Company pays certain fees and reimbursements to these entities during the various phases of the Company’s organization and operation. During the organization and offering stage, these include payments to the Dealer Manager for selling commissions, the dealer manager fee, distribution fees, and payments to the Advisor for reimbursement of organization and offering costs. During the acquisition and operational stages, these include payments for certain services related to the management and performance of the Company’s investments and operations provided to the Company by the Advisor and its affiliates pursuant to various agreements the Company has entered into with these entities. In addition, CFI has provided Sponsor Support in connection with the Initial Offering, which is subject to reimbursement under certain circumstances. See Note 9 — Related Party Transactions in the Notes to the consolidated financial statements contained elsewhere in this Quarterly Report on Form 10-Q for additional information concerning the Company’s related party transactions and agreements.

Results of Operations

Rental Revenues

For the three months ended March 31, 2022 and March 31, 2021, the Company earned rental revenues of $12,313,333 and $3,283,600, respectively.

The Company’s rental revenues consist primarily of rental income from triple net leased commercial properties and multifamily properties. The increase in rental revenues of $9,029,733 and for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, were primarily due to the acquisition of rental income-producing properties, namely the Madison Ave Property, the Valencia Property, the De Anza Property, the Kacey Property, the Industry Property, and the Fisher Road Property.

Preferred Return Income

For the three months ended March 31, 2022 and March 31, 2021, the Company earned preferred return income of $238,461 and $235,215, respectively.

The Company’s preferred return income consists of preferred return accrued on the Company’s investment in the Pennsylvania SPE. The increase in preferred return income of $3,246 for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, was due to the increase of rate of return of the Pennsylvania SPE.

Income from mezzanine loan investment

For the three months ended March 31, 2022 and March 31, 2021, the Company earned income from mezzanine loan investment of $254,227 and $250,763, respectively.

The Company’s income from mezzanine loan investment consists of interest income accrued on the Company’s investment in the Illinois SPE. The increase in income from mezzanine loan investment of $3,464, for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, was due to the increase of the interest rate of the Illinois SPE.

Other property operating revenues

For the three months ended March 30, 2022 and March 31, 2021, the Company earned other property operating revenues of $1,348,580 and $518,932, respectively.

Other property operating revenues consists of amounts received by the Company from the tenants of its properties for utilities and other amenities and for reimbursable expenses paid by the Company on behalf of the tenants in accordance with the provisions of the respective property leases. The increase in other property operating revenues of $829,648 and for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, was primarily due to the acquisition of the Madison Ave Property, the Valencia Property, the De Anza Property, the Kacey Property, the Industry Property, and the Fisher Road Property.

General and Administrative Expenses

For the three months ended March 31, 2022 and March 31, 2021, the Company incurred general and administrative expenses of $4,066,994 and $40,456, respectively.

The general and administrative expenses consist primarily of operating expense reimbursements to the Advisor, accounting fees and other professional fees. Pursuant to the terms of the Amended Advisory Agreement, the Company is obligated to reimburse the Advisor for certain operating expenses. Beginning October 1, 2018, the Company was subject to the limitation that it generally may not reimburse the Advisor for any amounts by which the total operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2% of average invested assets (as defined in the Amended Advisory Agreement) and (ii) 25% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of investments for that period (the “2%/25% Guidelines”).

The increase in general and administrative expenses of $4,026,538 during the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, were mainly due to the ability of the Company to reimburse the Advisor for the operating expenses incurred pursuant to the 2%/25% Guidelines. As of March 31, 2022, the Advisor has incurred, on behalf of the Company, a total of $13,435,158 in Unreimbursed Operating Expenses, including a total of

$706,913 for the three months ended March 31, 2022, compared to $694,740 for the three months ended March 31, 2021, for which the Advisor has not invoiced the Company for reimbursement.

Management Fees

For the three months ended March 31, 2022 and March 31, 2021, the Company incurred management fees of $1,129,214 and $503,584, respectively.

Pursuant to the terms of the Amended Advisory Agreement, the Company is required to pay the Advisor a monthly asset management fee, and may pay a monthly property management fee to the Advisor or an affiliate of the Advisor, if the Advisor or such affiliate serves as a property manager with respect to a particular property. Additionally, the Company may be required to reimburse certain expenses incurred by the Advisor in providing such asset management services, subject to limitations set forth in the Amended Advisory Agreement.

Asset management fees payable to the Advisor prior to September 2019 consisted of monthly fees equal to one-twelfth of 1.25% of the cost of the Company’s investments at the end of each month. Asset management fees payable to the Advisor as of September 2019 consist of monthly fees equal to one twelfth of 1.20% of the Company’s most recently disclosed NAV.

The increase in management fees of $625,630 for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, was due to the increase in NAV during such periods and the acquisition of new properties.

Property Operating Expenses

For the three months ended March 31, 2022 and March 31, 2021, the Company incurred property operating expenses of $3,751,574 and $352,802, respectively.

The property operating expenses consist of reimbursable expenses paid by the Company on behalf of its tenants in accordance with the provisions of the respective property leases and operating expenses incurred in maintaining and operating the multifamily properties. The increase in property operating expenses of $3,398,772 for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, was primarily due to the acquisition of the Madison Ave Property, the Valencia Property, the De Anza Property, the Kacey Property, the Industry Property, and the Fisher Road Property and the increase of property operating expenses during such periods.

Depreciation and Amortization

For the three months ended March 31, 2022 and March 31, 2021, the Company incurred depreciation and amortization of $6,899,136 and $1,835,594, respectively.

The increase in depreciation and amortization expenses of $5,063,542 for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, was primarily due to the acquisition of the Madison Ave Property, the Valencia Property, the De Anza Property, the Kacey Property, the Industry Property, and the Fisher Road Property.

Interest Expense

For the three months ended March 31, 2022 and March 31, 2021, the Company incurred interest expense of $2,812,327 and $1,082,615, respectively.

Interest expense is composed of interest paid and accrued on the Company’s outstanding loans payable, and also includes amortization of deferred financing costs.

The increase in interest expense of $1,729,712 during three months ended March 31, 2022, as compared to three months ended March 31, 2021, was primarily due to the acquisition of the Valencia Property, the Kacey Property, and the Industry Property, as well the advances on the Credit Facility.

Interest Income

For the three months ended March 31, 2022 and March 31, 2021, the Company earned interest income of $3,596 and $1,864, respectively.

Interest income is composed of interest earned on interest bearing cash deposit accounts with banking institutions.

The increase in interest income of $1,732 during the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, was primarily due to an increase in the cash held by the Company in interest bearing deposit accounts with banking institutions.

Income/(loss) from Investments in Real Estate-Related Assets

Loss from investments in real estate-related assets is incurred on the company’s investment in the Station DST. For the three months ended March 31, 2022 and March 31, 2021, the Company incurred a loss from investments in real estate-related assets of $369,467 and $261,807, respectively.

The increase in loss from investments in real estate-related assets of $107,660 during the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, was due to the Company’s share of losses incurred at Station DST.

Funds from Operations and Modified Funds from Operations

The Company defines modified funds from operations (“MFFO”) in accordance with the definition established by the Institute for Portfolio Alternatives, or IPA. The Company’s computation of MFFO may not be comparable to other REITs that do not calculate MFFO using the current IPA definition. MFFO is calculated using funds from operations (“FFO”). The Company computes FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT, as net income or loss (computed in accordance with accounting principles generally accepted in the United States, or U.S. GAAP), excluding gains or losses from sales of depreciable properties, the cumulative effect of changes in accounting principles, real estate-related depreciation and amortization, impairment charges on depreciable property owned directly or indirectly and after adjustments for unconsolidated/uncombined partnerships and joint ventures. FFO, as defined by NAREIT, is a computation made by analysts and investors to measure a real estate company’s cash flow generated by operations. The Company’s computation of FFO may not be comparable to other REITs that do not calculate FFO in accordance with the current NAREIT definition. MFFO excludes from FFO the following items, as applicable:

• acquisition fees and expenses;
• straight-line rent and amortization of above or below intangible lease assets and liabilities;
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• amortization of discounts, premiums and fees on debt investments;
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• non-recurring impairment of real estate-related investments;
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• realized gains (losses) from the early extinguishment of debt;
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• realized gains (losses) on the extinguishment or sales of hedges, foreign exchange, securities and other derivative holdings except where the trading of such instruments is a fundamental attribute of the Company’s business;
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• unrealized gains (losses) from fair value adjustments on real estate securities, including CMBS and other securities, interest rate swaps and other derivatives not deemed hedges and foreign exchange holdings;
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• unrealized gains (losses) from the consolidation from, or deconsolidation to, equity accounting;
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• adjustments related to contingent purchase price obligations; and
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• adjustments for consolidated and unconsolidated partnerships and joint ventures calculated to reflect MFFO on the same basis as above.
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FFO and MFFO should not be considered as an alternative to net income (determined in accordance with U.S. GAAP) as an indication of performance. In addition, FFO and MFFO do not represent cash generated from operating activities determined in accordance with U.S. GAAP and are not a measure of liquidity. FFO and MFFO should be considered in conjunction with reported net income and cash flows from operations computed in accordance with U.S. GAAP, as presented in the financial statements.

The following table presents a reconciliation of FFO to net income:

Three months ended<br><br><br>March 31, 2022
Net income (loss) $ (4,870,515 )
Net income (loss) attributable to non-controlling interest 1,215,143
Net income (loss) attributable to common stockholders $ (3,655,372 )
Adjustments:
Real estate depreciation and amortization 6,899,136
Proportionate share of adjustments from non-controlling interests (3,418,830 )
Funds from Operations $ (175,066 )

The following table presents a reconciliation of FFO to MFFO:

Three months ended<br><br><br>March 31, 2022
Funds from Operations $ (175,066 )
Adjustments:
Amortization of above-market lease intangibles 49,095
Amortization of below-market lease intangibles (247,748 )
Straight-line rent (586,150 )
Fair value adjustments on derivatives not deemed hedges (527,743 )
Proportionate share of adjustments from non-controlling interests 34,640
Modified Funds from Operations $ (1,452,972 )

Net Asset Value

On April 19, 2022, the Company’s board of directors approved an estimated NAV as of March 31, 2022 of $26.30 for Class AX, Class IX, and Class I shares, $26.29 for Class D shares and $26.28 for Class TX, Class T and Class S shares. The calculation of the Company’s estimated NAV was performed by Robert A. Stanger & Co., Inc. (“Stanger”), its independent valuation firm, in accordance with the procedures described in the “Net Asset Value Calculation and Valuation Procedures” section of the Company’s prospectus and under the oversight of the Company’s board of directors. Although the independent valuation firm performs the calculation of the Company’s estimated NAV, the Company’s board of directors is solely responsible for the determination of the Company’s estimated NAV.

Summary of Methodology

In accordance with the Company’s current valuation procedures, the Company’s NAV was based in part upon: (i) the most recent appraised value of the GR Property, the FM Property, the CO Property, the SF Property, the Buchanan Property, the De Anza Property, the Keller Property, the Summerfield Property, the Lewisville Property, the Madison Ave Property, the Valencia Property, the Kacey Property, the Industry Property, and the Fisher Road Property; (ii) the fair market value of the Company’s Debt Investments (as defined below); (iii) the fair market value of the Company’s loans payable; (iv) the estimated non-controlling interest held in the Company’s consolidated JVs (as defined below); (v) the value of the Company’s interest in the Station DST (as defined below); and (vi) the net tangible assets and liabilities of the Company (including the Advisor’s estimate of the Performance Participation Allocation as defined and discussed below) as of March 31, 2022, as outlined in more detail below.

Appraisal of Consolidated Real Estate

Pursuant to the Company’s valuation guidelines the Company engaged Stanger to provide its appraised market value of the SF Property as of September 30, 2021, the Buchanan Property as of August 31, 2021, the FM Property as of December 31,

2021, the GR Property as of March 31, 2022, the De Anza Property and the CO Property as of July 31, 2021, the Keller Property as of November 31, 2021, the Summerfield Property as of January 31, 2022, and the Fisher Road Property as of March 31, 2022 (collectively, the “Stanger Appraised Properties”).  In addition, Stanger reviewed and relied upon the appraised value of the Lewisville Property prepared by a third-party with an effective date of June 15, 2021, the Madison Ave Property prepared by a third-party with an effective date of June 18, 2021, the Valencia Property prepared by a third-party with an effective date of May 28, 2021, the Kacey Property prepared by a third-party with an effective date of September 21, 2021, and the Industry Property prepared by a third-party with an effective date of October 1, 2021 (together the “Third-Party Appraisals”) (collectively the Stanger Appraised Properties and the Third-Party Appraisals are the “Appraised Properties”).  Pursuant to the Company’s engagement agreement with Stanger, the appraisals of the Stanger Appraised Properties were prepared utilizing the income approach to value, specifically using a direct capitalization analysis for the GR Property and both a direct capitalization analysis and discounted cash flow analysis (“DCF”) for the FM Property, the CO Property, the SF Property, the Buchanan Property, the De Anza Property, the Keller Property, the Summerfield Property, and the Fisher Road Property. In addition, a sales comparison approach was conducted for the SF Property, given the size of the SF Property. The direct capitalization analysis is based upon the estimated net operating income of the Stanger Appraised Properties capitalized at an appropriate capitalization rate considering property characteristics and competitive position, the credit profile of the tenant/guarantor under the leases encumbering the Stanger Appraised Properties, the terms of the leases encumbering the Stanger Appraised Properties, and market conditions as of the date of value. The DCF analysis is based upon multi-year cash flow projections for each applicable property prepared in accordance with the lease which currently encumbers each property. Each property was assumed to be sold after the expiration of the initial lease term and any renewal terms deemed materially favorable to the tenant, or for which exercise was deemed likely based on other factors. The reversion value of the property which can be realized upon sale is calculated based on the current economic rental rate deemed reasonable for the property, escalated at a rate indicative of current expectations in the marketplace for the property. The projected market rate net operating income of the property for the year following the year of sale is then capitalized at an appropriate capitalization rate reflecting the age and anticipated functional and economic obsolescence and competitive position of the property to determine its reversion value. Net proceeds of sale are determined by deducting estimated costs incurred at the time of sale, estimated at 2% of the gross reversion value. Finally, the discounted present value of the cash flow stream from operations (including any estimated releasing costs at the end of the assumed current lease term) and the discounted present value of the net proceeds from sale are summed to arrive at a total estimated value for the property. The capitalization rates applied to the Stanger Appraised Properties ranged from 4.00% to 6.25%, with a weighted average of approximately 4.79%. The discount rates applied to the estimated net cash flow from operations of the Stanger Appraised Properties for which a DCF analysis was conducted ranged from 4.75% to 7.25%, with a weighted average of approximately 5.93%. The discount rates applied to the estimated residual value of the Stanger Appraised Properties for which a DCF analysis was conducted ranged from 5.75% to 7.25%, with a weighted average of approximately 6.28%. The residual capitalization rates applied to the Stanger Appraised Properties for which a DCF analysis was conducted ranged from 4.25% to 6.50%, with a weighted average of approximately 5.29%. Where both a direct capitalization analysis and DCF was utilized, the indicated value from each approach was reviewed and a final appraised value was concluded. While a sales comparison approach was not conducted, other than for the SF Property, Stanger reviewed regional property sale data for each Stanger Appraised Property in order to assist in the selection of capitalization rates applied in the appraisals and to observe transaction prices per square foot in the Stanger Appraised Properties’ regional markets. For the SF Property, the sales comparison approach conducted utilized the price per square foot from recent market sales and adjusted such indicated price per square foot to a price per square foot deemed reasonable for the SF Property, taking into account factors such as property size, location, the fact that the existing tenant has provided notice that it will not be exercising its extension option and condition/quality and the date of sale. The aggregate appraised value of the Stanger Appraised Properties was $618,030,000. The appraised values of the Stanger Appraised Properties are subject to the general assumptions and limiting conditions set forth in the appraisal reports rendered to the Company by Stanger.

The Third-Party Appraisals utilized the income approach to value (the direct capitalization analysis, discounted cash flow analysis or both) and the sales comparison approach.  As with the Stanger Appraised Properties, the direct capitalization analysis utilized was based upon the estimated net operating income of the property capitalized at an appropriate capitalization rate considering property characteristics and competitive position and market conditions as of the appraisal’s date of value. The DCF analysis was based upon multi-year cash flow projections for each property employing a DCF analysis, prepared in accordance with the lease or leases which currently encumber the property.  The reversion value of the property, which can be realized upon sale, is calculated based on the current economic rental rate deemed reasonable for the property, escalated at a rate indicative of current expectations in the marketplace for the property. Finally, the discounted present value of the cash flow stream from operations and the discounted present value of the net proceeds from sale are summed to arrive at a total estimated value for the property. The sales comparison approach utilized the price per square foot from recent market sales of similar properties and adjusted such indicated price per square foot to a price per square foot deemed reasonable for the property, considering such factors as property size, location, condition/quality and conditions of sale, property rights sold and date of sale.

Debt Investments

In accordance with the Company’s valuation procedures, the Lancaster PE and the Chicago Jr Mezz (individually a “Debt Investment” and collectively the “Debt Investments”) were included in the determination of NAV at their estimated fair market value as of March 31, 2022, as determined by Stanger. The Debt Investments estimated value was based upon taking, for each Debt Investment, the loan payments over the remaining anticipated term and discounting such payments to present value at a discount rate range equal to the current estimated market interest rate on financing similar to the applicable Debt Investments. To provide their opinion of value of the Debt Investments, Stanger first reviewed the terms of each of the Debt Investments as contained in the loan documents. Stanger then reviewed mezzanine loan market terms at or around March 31, 2022 to ascertain current market interest rate levels for loans similar to the Debt Investments. This review was conducted by (i) recent interviews of participants in the mezzanine / preferred equity market, (ii) reviewing recent mezzanine loan transactions, as available, and (iii) reviewing published surveys available at or around March 31, 2022. Stanger also observed changes in yields and pricing of Albertsons publicly traded debt securities from the prior valuation date and the current valuation date. Based on Stanger’s reviews above and taking into consideration the Debt Investments’ unique factors, including, but not limited to, loan-to-value (based on the appraised value of the collateral), debt service coverage/debt yield, collateral property type, age and location, financial information pertaining to the lessee of the collateral properties, prepayment terms, and loan origination date, maturity date and extension terms, a market interest rate range was determined for each Debt Investment to utilize in the determination of the fair market value of the Debt Investments. The discount rate applied to the future payments of the Company’s Debt Investments was 8.30% for both facilities. The aggregate fair value of the Debt Investments was approximately $24,648,000.

Estimated Market Value of the Consolidated JVs

In order to determine the net asset value attributable to the non-controlling interest and any promoted interest in the Battery Street SF JV, the Keller JV, the Summerfield DST, the Valencia DST, the Kacey DST, the CF Net Lease Portfolio IV DST, and the Industry DST (collectively the “Consolidated JVs”), Stanger utilized the most recent property appraisal, the most recent balance sheet provided for the Consolidated JVs to determine the tangible assets and tangible liabilities of the Consolidated JVs, and determined any promote due to the Company’s third party JV partner, as applicable. This net asset value was then multiplied by the ownership interest held by parties other than us to determine the non-controlling interest adjustment related to the Consolidated JVs utilized in the Company’s March 31, 2022 NAV.

Fair Value of Long Term Debt

Stanger performed a valuation of the property-level debt by reviewing available market data for comparable liabilities and applying a selected discount rate to the stream of future debt payments. The discount rate was selected based on several factors including U.S. Treasury yields as of the valuation date, as well as loan-specific items such as loan-to-value ratio, debt service coverage ratio, collateral property location, age, type, lease term and lessee credit quality, prepayment terms, and maturity and loan origination date. The discount rates applied to the future debt payments of the Company’s long-term debt ranged from 2.75% to 4.40%, with a weighted average of approximately 4.05%. Stanger’s valuation of the long-term debt is based in part on the appraised values of the encumbered Appraised Properties, which represent the collateral associated with the long-term debt as well as certain other assumptions and limiting conditions, including: (i) Stanger was provided with loan documents and other factual loan information by the Advisor and has relied upon and assumed that such information is correct in all material respects and no warranty is given by Stanger as to the accuracy of such information; (ii) each collateral property is assumed to be free and clear of liens (other than the mortgage being valued); (iii) information furnished by others, upon which all or portions of Stanger’s value opinion is based, is believed to be reliable but has not been verified, and no warranty is given as to the accuracy of such information; (iv) no material change has occurred in the value of the collateral properties from the date of last appraisal through the loan valuation date and (v) each mortgage is assumed to be salable, transferable or assumable between parties and is further assumed not to be in default. Stanger’s opinion of the long-term debt value was predicated on the above assumptions.

Performance Participation Allocation – Special Unit Holder

The special unit holder in the Company’s Operating Partnership is entitled to receive an allocation equal to 12.5% of the Total Return to the Company’s shareholders, subject to a 5% Hurdle Amount and a High Water Mark, with 100% catch-up (the “Performance Participation Allocation”) based upon a full calendar year. The Total Return, Hurdle Amount, High Water Mark and Catch-Up are defined in the Company’s prospectus for the Follow-On Offering. While the Performance Participation Allocation is due annually, commencing with 2021, the Company accrues such fee monthly.  Stanger reviewed and discussed with the Advisor its calculation of the Performance Participation Allocation. The Advisor’s Performance Participation Allocation estimate as of the Valuation Date was $6,210,638, $785,783 of which has already been distributed and $3,894,216 is accrued for the year ended December 31, 2021 and $1,530,639 is accrued for the period ended March 31, 2022.

The Value of Station DST Interests

The value of the beneficial interests in the Station DST was based upon the Station DST Property appraisal prepared by Stanger with an effective date of September 31, 2021 in accordance with the methodology outlined in the Appraisal of Consolidated Real Estate above, the fair market value of the mortgage loan encumbering the Station DST Property as of March 31, 2022 conducted in accordance with the methodology outlined in Fair Value of Long Term Debt above, the other tangible assets and liabilities of the Station DST such as cash and reserves, each reflecting the Company’s ownership interest in the Station DST (15%).

Estimated NAV

In performing the calculation of the estimated NAV, Stanger added the appraised values of the Appraised Properties, the appraised value of the Station DST interests, the fair value of the Debt Investments and other tangible assets of the Company, consisting of cash and equivalents, receivables and other assets, and subtracted the estimated fair market value of the Company’s long-term debt, the value of the non-controlling interest in the Consolidated JV (including any promote due to the Company’s joint venture partners), the anticipated near-term capital needs of the SF Property, the estimate of the Performance Participation Allocation and other tangible liabilities of the Company, consisting of accounts payable and accrued expenses, but excluding amounts owed to the Advisor for reimbursement of O&O Costs less the current accrued O&O Costs liability (consistent with the Company’s valuation procedures), and considered any other amounts due to the Advisor or affiliates for repayment of the Sponsor Support or amounts due to the Special Unit Holder upon certain events, including liquidation of the Company to produce an estimated NAV as of March 31, 2022, consistent with the procedures described in the “Net Asset Value Calculation and Valuation Procedures” section of the Company’s prospectus of $26.30 per share for Class AX, Class IX, and Class I shares, $26.29 for Class D shares and $26.28 per share for Class TX, Class T and Class S shares.

The determination of NAV involves a number of assumptions and judgments, including estimates of the Advisor’s interest in disposition proceeds (if any). These assumptions and judgments may prove to be inaccurate. There can be no assurance that a stockholder would realize the mostly recently determined NAV per share if the Company were to liquidate or engage in another type of liquidity event today. In particular, the Company’s March 31, 2022 NAV is based on appraisals of the fair market value of certain of the Company’s real estate property investments which precede March 31, 2022 and, while the Company believes no material change has occurred in the value of these real estate property investments between the appraised value dates and March 31, 2022, Stanger has assumed no material change in property value has occurred since the appraisal date for those Appraised Properties with an appraised value date that preceded March 31, 2022. Furthermore, the Company’s March 31, 2022 NAV does not consider fees or expenses that may be incurred in providing a liquidity event, including reimbursement of amounts to the Advisor for O&O Costs and any operating expenses that have not been invoiced by the Advisor in accordance with the terms of the Amended Advisory Agreement. Lastly, as discussed in “PART II — OTHER INFORMATION; Item 1A. – Risk Factors”, the full extent of the impact and effects of COVID-19 on the Company, as a whole, and on its tenants and its consolidated real estate, loan investments and long-term debt are uncertain at this time. Due to COVID-19, observable market transactions for both real estate assets and debt are generally more limited than before the pandemic. The Company believes the methodology of determining the Company’s NAV conforms to the Institute for Portfolio Alternative’s Practice Guideline for Valuations of Publicly Registered Non-Listed REITs (April 2013) and is prepared in accordance with the procedure described in the “Net Asset Value Calculation and Valuation Procedures” section of the Company’s prospectus. In addition, the Company’s board of directors periodically reviews the Company’s NAV policies and procedures.

The NAV for each class of shares is based on the value of the Company’s assets and the deduction of any liabilities, and any distribution fees applicable to such class of shares.

The following table provides a breakdown of the major components of the Company’s NAV pursuant to the Company’s valuation guidelines:

Components of NAV March 31, 2022
Investment in real estate $ 791,030,000
Investments in real estate-related assets 34,777,505
Cash and cash equivalents and restricted cash 23,406,365
Other assets 7,541,137
Debt obligations (at fair market value) (354,005,620 )
Due to related parties^(1)^ (5,616,389 )
Accounts payable and other liabilities (7,567,266 )
Accrued performance participation allocation (5,424,855 )
Distribution fee payable the following month^(2)^ (37,663 )
Non-controlling interests in subsidiaries (183,713,608 )
Sponsor support repayment / special unit holder interest in<br><br><br>liquidation —
Net asset value $ 300,389,606
Number of outstanding shares 11,423,655
Note: (1) Excluding the full distribution fee liability of $6,855. Distribution fee only relates to Class TX, Class T, Class D and Class S shares of common stock.
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(2) The distribution fee that is payable as of March 31, 2022 related to Class TX, Class T, Class D and Class S shares (see table below). The non-current distribution fee payable of $30,808 is not due as of March 31, 2022.

Due to rounding, numbers presented throughout this section may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

NAV Per Share Class AX, IX & I Shares Class TX Shares Class T Shares Class D Shares Class S Shares Total
Total Gross Assets at Fair Value $ 687,925,899 $ 84,792,208 $ 55,538,211 $ 28,171,471 $ 327,218 $ 856,755,007
Distribution fees due and payable — (21,681 ) (13,835 ) (2,065 ) (82 ) (37,663 )
Debt obligations (284,246,526 ) (35,035,591 ) (22,948,029 ) (11,640,270 ) (135,204 ) (354,005,620 )
Due to related parties (4,509,643 ) (555,849 ) (364,076 ) (184,676 ) (2,145 ) (5,616,389 )
Accounts payable and other liabilities (6,076,088 ) (748,926 ) (490,540 ) (248,823 ) (2,889 ) (7,567,266 )
Accrued performance participation allocation (4,355,852 ) (536,893 ) (351,660 ) (178,378 ) (2,072 ) (5,424,855 )
Non-controlling interests in subsidiaries (147,511,654 ) (18,181,957 ) (11,909,035 ) (6,040,797 ) (70,165 ) (183,713,608 )
Quarterly NAV $ 241,226,136 $ 29,711,311 $ 19,461,036 $ 9,876,462 $ 114,661 $ 300,389,606
Number of outstanding shares 9,172,550 1,130,588 740,526 375,628 4,363 11,423,655
NAV per share $ 26.30 $ 26.28 $ 26.28 $ 26.29 $ 26.28

The following table reconciles stockholders’ equity per the Company’s unaudited consolidated balance sheet to the Company’s NAV:

Reconciliation of Stockholders’ Equity to NAV March 31, 2022
Stockholders’ equity under U.S. GAAP $ 393,114,597
Adjustments:
Unrealized appreciation of real estate 49,903,045
Unrealized appreciation of real estate-related assets 3,793,202
Acquisition costs (6,634,971 )
Deferred financing costs, net (3,685,465 )
Accrued distribution fee^(1)^ (30,808 )
Accumulated depreciation and amortization 33,658,481
Fair value adjustment of debt obligations 24,881,564
Deferred rent receivable (7,186,507 )
Derivative assets, at fair value (3,709,924 )
Non-controlling interests in subsidiaries (183,713,608 )
NAV $ 300,389,606
Note: (1) Accrued distribution fee only relates to Class TX, Class T, Class D and Class S shares of common stock.
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The following details the adjustments to reconcile U.S. GAAP stockholders’ equity to the Company’s NAV:

Unrealized appreciation of real estate

The Company’s investments in real estate are presented at historical cost, including acquisition costs, in the Company’s U.S. GAAP consolidated financial statements. As such, any increases or decreases in the fair market value of the Company’s investments in real estate are not included in the Company’s U.S. GAAP results. For purposes of determining the Company’s NAV, the Company’s investments in real estate are presented at fair value.

Unrealized appreciation of real estate-related assets

The Company’s investments in real estate-related assets are presented at historical cost, including acquisition costs, in the Company’s U.S. GAAP consolidated financial statements. As such, any increases or decreases in the fair market value of the Company’s investments in real estate-related assets are not included in the Company’s U.S. GAAP results. For purposes of determining the Company’s NAV, the Company’s investments in real estate-related assets are presented at fair value.

Acquisition costs

The Company capitalizes acquisition costs incurred with the acquisition of its investments in real estate in accordance with U.S. GAAP. Such acquisition costs are not included in the value of real estate investments for purposes of determining NAV.

Deferred financing costs, net

Costs incurred in connection with obtaining financing are capitalized and amortized over the term of the related loan in accordance with U.S. GAAP. Such deferred financing costs are not included in the value of debt for purposes of determining NAV.

Accrued distribution fee

Accrued distribution fee represents the accrual for the full cost of the distribution fee for Class TX, Class T, Class D and Class S shares. Under U.S. GAAP, the Company accrues the full cost of the distribution fee as an offering cost at the time it sells the Class TX, Class T, Class D and Class S shares. For purposes of NAV, the Company recognizes the distribution fees as a reduction of NAV on a monthly basis as such fees are due.

Accumulated depreciation and amortization

The Company depreciates its investments in real estate and amortizes certain other assets and liabilities in accordance with U.S. GAAP. Such depreciation and amortization is not considered for purposes of determining NAV.

Fair value adjustment of debt obligations

The Company’s debt obligations are presented at historical cost in the Company’s U.S. GAAP consolidated financial statements. As such, any increases in the fair value of the Company’s debt obligations are not included in the Company’s U.S. GAAP results. For purposes of determining the Company’s NAV, the Company’s debt obligations are presented at fair value.

Deferred rent receivable

Deferred rent receivable represents rent earned in excess of rent received as a result of straight-lining rents over the term of the lease on certain of the Company’s properties. Such deferred rent receivable is not considered for purposes of determining NAV.

Derivative assets, at fair value

Derivative assets, at fair value represents a cash flow hedge which the Company uses to hedge interest rate risk related to the Valencia Loan. Such Derivative assets, at fair value are not considered for purposes of determining NAV.

Non-controlling interests in subsidiaries

Non-controlling interests in subsidiaries represents the equity ownership in a consolidated subsidiary which is not attributable to the Company. The interests are presented at fair value for purposes of determining the Company’s NAV.

Sensitivity Analysis

Assuming all other factors remain unchanged, the table below presents the estimated increase or decrease to the Company’s March 31, 2022 NAV for a change in the going-in capitalization rate and, where a DCF analysis was utilized, discount rates and terminal capitalization rates used in the Appraised Properties’ appraisals and the Station DST Property appraisal, a 5% change in the discount rates used to value the Company’s Debt Investments and a 5% change in the discount rates used to value the Company’s long-term debt and the mortgage debt encumbering the Station DST Property:

Sensitivity Analysis Range of NAV (Class AX, IX & I) Range of NAV (Class TX) Range of NAV (Class T)
Low Concluded High Low Concluded High Low Concluded High
Estimated Per Share NAV $ 23.64 $ 26.30 $ 29.55 $ 23.62 $ 26.28 $ 29.53 $ 23.63 $ 26.28 $ 29.53
Capitalization Rate - Appraised Properties 5.15 % 4.90 % 4.66 % 5.15 % 4.90 % 4.66 % 5.15 % 4.90 % 4.66 %
Cash Flow Discount Rate - Appraised Properties 6.17 % 5.88 % 5.58 % 6.17 % 5.88 % 5.58 % 6.17 % 5.88 % 5.58 %
Residual Discount Rate - Appraised Properties 6.66 % 6.34 % 6.02 % 6.66 % 6.34 % 6.02 % 6.66 % 6.34 % 6.02 %
Terminal Capitalization Rate - Appraised Properties 5.80 % 5.52 % 5.25 % 5.80 % 5.52 % 5.25 % 5.80 % 5.52 % 5.25 %
Discount Rate - Debt Investments 8.72 % 8.30 % 7.89 % 8.72 % 8.30 % 7.89 % 8.72 % 8.30 % 7.89 %
Discount Rate - Long-Term Debt Consolidated 3.86 % 4.07 % 4.27 % 3.86 % 4.07 % 4.27 % 3.86 % 4.07 % 4.27 %
Sensitivity Analysis Range of NAV (Class D) Range of NAV (Class S)
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Low Concluded High Low Concluded High
Estimated Per Share NAV $ 23.64 $ 26.29 $ 29.54 $ 23.63 $ 26.28 $ 29.53
Capitalization Rate - Appraised Properties 5.15 % 4.90 % 4.66 % 5.15 % 4.90 % 4.66 %
Cash Flow Discount Rate - Appraised Properties 6.17 % 5.88 % 5.58 % 6.17 % 5.88 % 5.58 %
Residual Discount Rate - Appraised Properties 6.66 % 6.34 % 6.02 % 6.66 % 6.34 % 6.02 %
Terminal Capitalization Rate - Appraised Properties 5.80 % 5.52 % 5.25 % 5.80 % 5.52 % 5.25 %
Discount Rate - Debt Investments 8.72 % 8.30 % 7.89 % 8.72 % 8.30 % 7.89 %
Discount Rate - Long-Term Debt Consolidated 3.86 % 4.07 % 4.27 % 3.86 % 4.07 % 4.27 %

Liquidity and Capital Resources

The Company is dependent upon the net proceeds from its public offerings to conduct its principal operations. The Company will obtain the capital required to purchase real estate and real estate-related investments and conduct its operations from the proceeds of the Offerings, any future offerings, from secured or unsecured financings from banks and other lenders and from any undistributed funds from its operations.

If the Company is unable to raise substantial funds in its public offerings, it will make fewer investments resulting in less diversification in terms of the type, number and size of investments it makes and the value of an investment in the Company will fluctuate with the performance of the limited assets it acquires. Further, the Company will have certain fixed operating expenses, including certain expenses as a public company and a REIT, regardless of whether it is able to raise substantial funds in the offerings. The Company’s inability to raise substantial funds would increase its fixed operating expenses as a percentage of gross income, reducing its net income and limiting its ability to make distributions. As of March 31, 2022, the Company has raised gross proceeds of $289,880,047 in the Offerings.

The Company uses debt financing as a source of capital. The Company’s charter limits the Company from incurring debt if the Company’s borrowings exceed 300% of the cost of the Company’s net assets, which is estimated to approximate 75% of the cost of its tangible assets (before deducting depreciation or other non-cash reserves), though the Company may exceed this limit under certain circumstances. Once the Company has fully deployed the proceeds of the Follow-On Offering, the Company expects its debt financing and other liabilities may likely be approximately 60% of the cost of its tangible assets (before adjusting for depreciation or other non-cash reserves), although it may exceed this level during the offering stage.

As of March 31, 2022, the Company’s debt to tangible assets ratio was 53.6%. See Note 7 – Loans Payable of the Company’s outstanding debt arrangement as of March 31, 2022.

In addition to making investments in accordance with its investment objectives, the Company uses its capital resources to make certain payments to the Advisor and Dealer Manager. In conjunction with the Offerings, payments are made to the Dealer Manager for selling commissions, dealer manager fees, and distribution fee payments. With regards to the total organization and offering costs, including selling commissions, dealer manager fees, distribution fees and reimbursement of other organization and offering costs, will not exceed 15% of the gross proceeds of each Offering, including proceeds from sales of shares under the Company’s distribution reinvestment plan. Additionally, the Company expects to make payments to the Advisor in connection with the management of its assets and costs incurred by the Advisor in providing services to the Company.

The Company anticipates that over time adequate cash will be generated from operations to fund its operating and administrative expenses, continuing debt service obligations and the payment of distributions. However, the Company’s ability to finance its operations is subject to some uncertainties. The Company’s ability to generate working capital is dependent on its ability to attract and retain tenants, investments that generate cash flow, and the economic and business environments of the various markets in which the Company’s properties will be located. The Company’s ability to sell its assets is partially dependent upon the state of real estate markets and the ability of purchasers to obtain financing at reasonable commercial rates.

Cash Flows

The following table provides a breakdown of the net change in the Company’s cash and cash equivalents and restricted cash:

Three months ended<br><br><br>March 31, 2022
Cash flows from operating activities $ 1,983,507
Cash flows from investing activities (63,898,627 )
Cash flows from financing activities 66,295,341
Increase in cash and cash equivalents and restricted cash $ 4,380,221

Operating Activities

During the three months ended March 31, 2022, net cash provided by operating activities was $1,983,507, compared to $2,890,343 of net cash used by operating activities for the three months ended March 31, 2021. The change was primarily due to an increase in cash flow generated by revenues from the acquisition of new investments (see “—Results of Operations”).

Investing Activities

Cash used in investing activities was $63,898,627 for the three months ended March 31, 2022, compared to $23,770,988 for the three months ended March 31, 2021. The change was due to an increase of $40,127,639 in acquisition of real estate.

Financing Activities

During the three months ended March 31, 2022, net cash provided by financing activities was $66,295,341, compared to $6,867,385 for the three months ended March 31, 2021. The change was primarily due to an increase in proceeds from net borrowings under credit facility of $19,000,000, an increase in proceeds from common stock issued of $39,952,805, an increase in distributions of $1,829,169, an increase in payments from redemptions of common stock of $257,319, and an increase in non-controlling interest distributions of $1,223,891, an increase of $3,191,427 in the DST Offering proceeds received for the DST interests sold, offset by an increase of $594,103 in payment of deferred financing costs.

Distributions

The Company’s board of directors has authorized, and the Company has declared, distributions for the period September 1, 2020 through April 1, 2022 in an amount equal to $0.004234973 per day (or approximately $1.55 on an annual basis) per each share of common stock, less, for holders of certain classes of shares, the distribution fees that are payable with respect to such shares as further described in the applicable prospectus. The distributions are payable by the 5th business day following each month end to stockholders of record at the close of business each day during the prior month.

The amount of distributions payable to the Company’s stockholders is determined by the board of directors and is dependent on a number of factors, including funds available for distribution, the Company’s financial condition, capital expenditure requirements, requirements of Maryland law and annual distribution requirements needed to qualify and maintain its status as a REIT. The Company’s board of directors may reduce the amount of distributions paid or suspend distribution payments at any time, and therefore distribution payments are not assured.

To ensure that the Company has sufficient funds to cover cash distributions authorized and declared during the Initial Offering, the Company and CFI entered into the Distribution Support Agreement. The terms of the agreement provide that in the event that cash distributions exceed MFFO, defined as a supplemental measure to reflect the operating performance of a non-traded REIT, for any calendar quarter through the termination of the Initial Offering, CFI shall purchase Class IX Shares from the Company in an amount equal to the distribution shortfall, up to $5 million (less the $2.0 million of shares purchased by CFI in order to satisfy the Minimum Offering Requirement). On August 10, 2020, the Company and CFI entered into Second Amended and Restated Distribution Support Agreement (the “Amended Distribution Support Agreement”) to ensure that the Company has a sufficient amount of funds to pay cash distributions to stockholders during the Follow-On Offering. Pursuant to the Amended Distribution Support Agreement, in the event that cash distributions exceed MFFO, CFI will purchase Class I Shares from the Company in the Follow-On Offering in an amount equal to the distribution shortfall, up to $5 million (less the $2.0 million of shares purchased by CFI in order to satisfy the Minimum Offering Requirement and any shares purchased by CFI pursuant to the distribution support agreement in the Initial Offering). In addition to the shares purchased to satisfy the Minimum Offering Requirement, as of March 31, 2022, CFI has purchased $1,132,280 in Class IX shares pursuant to the Distribution Support Agreement. As of March 31, 2022, CFI’s remaining obligation pursuant to the Amended Distribution Support Agreement is limited to $1,867,720. On May 2, 2022, CFI purchased $966,541 of Class IX Shares to cover the distribution shortfall for the quarter ended December 31, 2021 (See Note 15 – Subsequent Events).

Under the terms of the Amended Distribution Support Agreement, if the cash distributions the Company pays for any calendar quarter exceed the Company’s MFFO for such quarter, CFI will purchase Class I Shares following the end of such calendar quarter for a purchase price equal to the distribution shortfall. The distribution shortfall is defined in the Amended Distribution Support Agreement as the amount by which the distributions paid on such shares exceed the MFFO for such quarter. In such instance, the Company may be paying distributions from proceeds of the shares purchased by CFI or its affiliates, not from cash flow from operations. Class I Shares purchased by CFI pursuant to the Amended Distribution Support Agreement will be eligible to receive all distributions payable by the Company with respect to Class I Shares.

The following table summarizes the Company’s distributions declared during the three months ended March 31, 2022 and March 31, 2021:

Three months ended<br><br><br>March 31, 2022 Three Months Ended March 31, 2021
Amount Percent Amount Percent
Distributions
Paid in cash $ 1,756,259 44 % $ 1,040,192 42 %
Payable 1,470,031 37 % 866,897 35 %
Reinvested in shares 778,343 19 % 573,721 23 %
Total distributions $ 4,004,633 100 % $ 2,480,810 100 %
Sources of Distributions:
Operating cash flows $ 1,983,507 50 % $ — 0 %
Offering proceeds pursuant to Distribution Support Agreement^(1)^ — 0 % — 0 %
Offering proceeds 2,021,126 50 % 2,480,810 100 %
Total sources of distributions $ 4,004,633 100 % $ 2,480,810 100 %
Note: (1) Pursuant to the Amended Distribution Support Agreement, CFI will purchase Class I Shares to the extent cash distributions exceed MFFO within 15 business days following the Company’s filing with the SEC of its periodic report for such calendar quarter or year.
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During the three months ended March 31, 2022 the Company declared $4,004,633 of distributions to its shareholders (including those reinvested in shares pursuant to the DRP), compared to the Company’s total aggregate MFFO loss of $1,452,972 for the three months ended March 31, 2022, and the Company’s total aggregate net loss of $4,870,515 for such period.

During the three months ended March 31, 2022, the Company had a distribution shortfall of $2,600,979 for which CFI will purchase Class I Shares pursuant to the Amended Distribution Support Agreement.

During the three months ended March 31, 2021, the Company declared $2,480,810 of distributions to its shareholders (including those reinvested in shares pursuant to the DRP), compared to the Company’s total aggregate MFFO of $1,564,203 for the three ended March 31, 2021, and the Company’s total aggregate net income of $213,516 for such period.

Election as a REIT

The Company has elected and qualified to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. The Company intends to operate in such a manner to qualify for taxation as a REIT, but no assurance can be given that the Company will operate in a manner so as to qualify or remain qualified as a REIT. In order to qualify and continue to qualify for taxation as a REIT, the Company generally must distribute annually at least 90% of the Company’s REIT taxable income. REITs are subject to a number of other organizational and operational requirements, including asset, income, share ownership, minimum distribution and other requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, as well as federal income and excise taxes on its undistributed income.

Critical Accounting Policies

Below is a discussion of the accounting policies that management believes are critical to the Company’s principal operations. The Company considers these policies critical because they involve significant judgments and assumptions, and they require estimates about matters that are inherently uncertain and they are important for understanding and evaluating the Company’s reported financial results. The accounting policies have been established to conform with U.S. GAAP. The preparation of the financial statements in accordance with U.S. GAAP requires management to use judgments in the application of such policies. These judgments affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in the Company’s financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of the Company’s results of operations to those of companies in similar businesses.

Reimbursement of Organization and Offering Costs

The Advisor has agreed to pay, on behalf of the Company, all O&O Costs through the first anniversary of the date on which the Company satisfied the Minimum Offering Requirement, which was May 18, 2018 (“Escrow Break Anniversary”). The Company was not required to reimburse the Advisor for payment of the O&O Costs prior to the Escrow Break Anniversary. After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company is obligated to reimburse the Advisor subject to the 1% Cap. Following the Escrow Break Anniversary, the Company began reimbursing the Advisor for payment of the O&O Costs on a monthly basis, which will continue through the period ended May 18, 2021; provided, however, that the Company will not be obligated to pay any amounts that as a result of such payment would cause the aggregate payments for O&O Costs (less selling commissions, dealer manager fees and distribution fees) paid to the Advisor to exceed the 1% Cap as of such payment date. Any amounts not reimbursed in any period are included in determining any reimbursement for a subsequent period. As of March 31, 2022, the Advisor has continued to pay all O&O Costs on behalf of the Company.

Variable Interest Entities

A Variable Interest Entity (“VIE”) is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. The Company bases the qualitative analysis on the Company’s review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. The Company reassesses the initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the Company’s business activities and other interests. The Company reassesses the determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions. As of March 31, 2022, the Company concluded that it had investments in VIEs, and because the Company was deemed the primary beneficiary it consolidated such entities, as described in “Note 10 — Variable Interest Entities” in its accompanying unaudited consolidated financial statements included in Item 1. “Financial Statements (Unaudited) and Supplementary Data.”

Voting Interest Entities

A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company will not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party. The Company performs on-going reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework, and vice versa.

Accounting for Investments

Operating Real Estate

Operating real estate will be carried at historical cost less accumulated depreciation. The Company follows the purchase method for an acquisition of operating real estate, where the purchase price is allocated to tangible assets such as land, building, tenant and land improvements and other identified intangibles. Major replacements and betterments which improve or extend the life of the asset are capitalized and depreciated over their useful life. Ordinary repairs and maintenance will be expensed as incurred. Operating real estate is depreciated using the straight-line method over the estimated useful lives of the assets.

Real Estate Debt Investments

Real estate debt investments will be generally intended to be held to maturity and, accordingly, will be carried at cost, net of unamortized loan fees, premium, discount and unfunded commitments. Real estate debt investments that are deemed to be impaired will be carried at amortized cost less a loan loss reserve, if deemed appropriate. Real estate debt investments where the Company does not have the intent to hold the loan for the foreseeable future or until its expected payoff will be classified as held for sale and recorded at the lower of cost or estimated value.

Revenue Recognition

Operating Real Estate

Rental and other income from operating real estate is derived from leasing of space to various types of tenants. The leases are for fixed terms of varying length and generally provide for annual rentals and expense reimbursements to be paid in monthly installments. Rental income from leases is recognized on a straight-line basis over the term of the respective leases.

Real Estate Debt Investments

Interest income is recognized on an accrual basis and any related premium, discount, origination costs and fees will be amortized over the life of the investment using the effective interest method. The amortization will be reflected as an adjustment to interest income in earnings. The amortization of a premium or accretion of a discount will be discontinued if such loan is reclassified to held for sale.

Income Taxes

The Company has elected and qualified to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. As a REIT, the Company will not be subject to U.S. federal income tax with respect to the portion of the Company’s income that meets certain criteria and is distributed annually to stockholders. The Company intends to operate in a manner that allows it to meet the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. The Company will monitor the business and transactions that may potentially impact the Company’s REIT status. If the Company were to fail to meet these requirements, it could be subject to U.S. federal income tax on the Company’s taxable income at regular corporate rates. The Company would not be able to deduct distributions paid to stockholders in any year in which it fails to qualify as a REIT. The Company would also be disqualified for the four taxable years following the year during which qualification was lost unless the Company was entitled to relief under specific statutory provisions.

The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from the Company’s estimates under different assumptions or conditions. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in “Provision for income taxes” in the consolidated statement of operations.

See Note 2 – Summary of Significant Accounting Policies in the accompanying unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for information on other accounting policies.

Recent Accounting Pronouncements

See Note 2 – Summary of Significant Accounting Policies in the accompanying unaudited consolidated financial statements included in Part I, Item 1.

Emerging Growth Company

The Company is and will remain an “Emerging Growth Company,” as defined in the JOBS Act, until the earliest to occur of (i) the last day of the fiscal year during which the Company’s total annual gross revenues equal or exceed $1 billion (subject to adjustment for inflation); (ii) the last day of the fiscal year following the fifth anniversary of the Initial Offering; (iii) the date on which the Company has, during the previous three-year period, issued more than $1 billion in non-convertible debt; or (iv) the date on which the Company is deemed a large accelerated filer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Additionally, the Company is eligible to take advantage of certain other exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Company has chosen to “opt out” of that extended transition period and as a result the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that the Company’s decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. Otherwise, the Company has not yet made a decision whether to take advantage of any or all of the exemptions available to it under the JOBS Act.

Inflation

Some of the Company’s leases with tenants may contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the term of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). The Company may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions. However, the Company’s net leases will generally require the tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce the Company’s exposure to increases in costs and operating expenses resulting from inflation.

Off-Balance Sheet Arrangements

As of March 31, 2022, the Company had no off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the Company’s financial condition, revenue and expenses, results of operations, liquidity, capital expenditures, or capital resources.

Contractual Obligations

The following table presents the future principal payment due under the Company’s GR Loan, FM Loan, CO Loan, DST Loan, Buchanan Loan, Keller Loan, Summerfield Loan, Valencia Loan, Kacey Loan, Industry Loan, and Credit Facility agreements as of March 31, 2022, which represents the Company’s aggregate contractual obligations and commitments with payments due subsequent to March 31, 2022.

Year Amount
2022 (remaining) —
2023 —
2024 47,850,000
2025 —
2026 —
Thereafter 331,037,184
Total $ 378,887,184

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market Risk

The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. The Company’s interest rate risk management objectives are to limit the impact of interest rate changes in earnings and cash flows and to manage overall borrowing costs. To achieve these objectives, from time to time, the Company may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate interest rate risk with respect to various debt instruments. The Company would not hold or issue these derivative contracts for trading or speculative purposes. As of March 31, 2022, there are no such hedging contracts outstanding. The Company does not have any foreign operations and thus is not exposed to foreign currency fluctuations.

Interest Rate Risk

As of March 31, 2022, the Company had $245 million fixed rate debt and $134 million of floating rate debt. The Company uses derivative financial instruments to limit the exposure to interest rate changes associated with its borrowings. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its related parties may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. (For further detail refer to Note 7 – Loans Payable).

Credit Risk

Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company is subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, states or industries could result in a material reduction the Company’s cash flows or material losses to the Company.

As of March 31, 2022, lease expirations related to the Company’s portfolio of real estate assets, excluding those at our multifamily properties (which typically have short-term leases of one year or less), based in each asset’s fair value used in determining our NAV, were as follows:

• 2022 – 2024 – 0.0%
• 2025 – 2027 – 19.6%
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• 2028 – 2030 – 18.7%
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• After 2031 – 61.7%
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As of March 31, 2022, the industry concentration of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining our NAV, was as follows:

• Single Tenant Office – 36.4%
• Multifamily – 32.5%
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• Single Tenant Industrial – 27.1%
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• Single Tenant Necessity Retail – 2.0%
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• Single Tenant Life Sciences – 2.0%
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As of March 31, 2022, the geographic concentration of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining our NAV, was as follows:

• Ohio – 32.6%
• Texas – 21.5%
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• California – 18.3%
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• South Carolina – 9.0%
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• Maryland – 7.1%
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• Arizona – 4.3%
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• Illinois – 2.8%
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• Pennsylvania – 2.6%
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• Michigan – 1.8%
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As of March 31, 2022, the investment type concentration of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining our NAV, was as follows:

• Common Equity – 94.6%
• Mezzanine Loan – 2.8%
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• Preferred Equity – 2.6%
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As of March 31, 2022, the tenant credit profile concentration of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining our NAV, was as follows:

• Investment Grade^(1)^ – 51.4%
• Unrated – 41.3%
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• Non-investment Grade – 7.3%
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^(1)^Includes Daimler Trucks North America, LLC. Daimler AG, the parent company of Daimler Trucks North America, LLC, is rated BBB+ by Moody’s. Daimler AG does not guarantee the lease.

As of March 31, 2022, the maturity concentration of debt secured by our portfolio of real estate assets, based on principal balances and adjusted for ownership percentage, was as follows:

• 2022 – 2024 – 30.5%
• 2025- 2027 – 0.0%
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• 2028 – 2030 – 31.2%
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• After 2031 – 38.3%
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As of March 31, 2022, the weighted average lease term remaining of the Company’s portfolio of real estate assets (excluding multifamily, mezzanine and preferred equity investments), based on each asset’s fair value used in determining our NAV, was 8.5 years.

As of March 31, 2022, the weighted average lease term remaining of the Company’s portfolio of real estate assets, based on each asset’s fair value used in determining our NAV, was 96.9%. For our industrial, retail and office investments, occupancy includes all leased square footage as of the date indicated. For our multifamily investments, occupancy is defined as the percentage of units leased on the date indicated.

The factors considered in determining the credit risk of the Company’s tenants include, but are not limited to: payment history; credit status and change in status (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. The credit risk of the Company’s portfolio is reduced by the high quality of the Company’s existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of the Company’s portfolio to identify potential problem tenants.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon this evaluation, the CEO and CFO have concluded that the disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting.

There have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

The Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Item 1. Legal Proceedings.

From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2022, the Company was not involved in any material legal proceedings.

Item 1A. Risk Factors.

The Company has disclosed in Part 1. Item 1A. – “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 333-214130), filed with the SEC, risk factors which materially affect its business, financial condition or results of operations. There have been no material changes from the risk factors previously disclosed, except as noted below. You should carefully consider the risk factors set forth in the Annual Report on Form 10-K for the year ended December 31, 2021 and the other information set forth elsewhere in this Quarterly Report on Form 10-Q. You should be aware that these risk factors and other information may not describe every risk facing the Company. Additional risks and uncertainties not currently known to the Company or that management currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

The Company may not be able to invest all of the Company’s offering proceeds promptly, which may cause the Company’s distributions and the Company’s stockholders’ investment returns to be lower than they otherwise would be.

The more shares the Company sells in the Company’s offerings, the greater the Company’s challenge will be to invest all of the Company’s net offering proceeds. The Company may have delays in investing the Company’s net proceeds promptly and on attractive terms. Pending investment, the net proceeds of the Company’s offerings may be invested in permitted temporary investments, which include short-term United States government securities, bank certificates of deposit and other short-term liquid investments. The rate of return on these investments, which affects the amount of cash available to make distributions to stockholders, has fluctuated in recent years and most likely will be less than the return obtainable from the type of investments in the real estate industry the Company seeks to acquire or originate. Therefore, delays the Company encounters in the selection, due diligence and acquisition or origination of investments would likely limit the Company’s ability to pay distributions to the Company’s stockholders and lower their overall returns. In addition, cash and cash equivalents and restricted cash may potentially subject the Company to concentration of risk and at times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation insurance limits. As of March 31, 2022, the Company had approximately $23.4 million in cash.

If the Company pays cash distributions from sources other than the Company’s cash flow from operations, the Company will have less funds available for investments and the Company’s stockholders’ overall return may be reduced.

The Company’s organizational documents do not restrict the Company from paying distributions from any source and do not restrict the amount of distributions the Company may pay from any source, including proceeds from the Company’s public offerings or the proceeds from the issuance of securities in the future, other third party borrowings, advances from the Advisor or sponsor or from the Advisor’s deferral or waiver of its fees under the Amended Advisory Agreement. Distributions paid from sources other than current or accumulated earnings and profits, particularly during the period before the Company has substantially invested the net proceeds from the Company’s public offerings, may constitute a return of capital for tax purposes. From time to time, particularly during the period before the Company has substantially invested the net proceeds from the Company’s public offerings, the Company may generate taxable income greater than the Company’s taxable income for financial reporting purposes, or the Company’s taxable income may be greater than the Company’s cash flow available for distribution to stockholders. In these situations, the Company may make distributions in excess of the Company’s cash flow from operations, investment activities and strategic financings to satisfy the REIT distribution requirement. In such an event, the Company would look first to other third party borrowings to fund these distributions. If the Company funds distributions from financings, the net proceeds from the Company’s offerings or sources other than the Company’s cash flow from operations, the Company will have less funds available for investment in income-producing commercial properties and other real estate-related assets and stockholders overall return may be reduced. In addition, if the aggregate amount of cash the Company distributes to stockholders in any given year exceeds the amount of the Company’s taxable income generated during the year, the excess amount will either be (1) a return of capital or (2) a gain from the sale or exchange of property to the extent that a stockholder’s basis in the Company’s common stock equals or is reduced to zero as the result of the Company’s current or prior year distributions. Such distributions may effectively dilute or reduce the value of the stockholders remaining interest in the Company’s net asset value.

Pursuant to the Amended Distribution Support Agreement, in certain circumstances where the Company’s cash distributions exceed MFFO, the Company’s sponsor will purchase up to $5.0 million of Class I shares (which includes the shares the Company’s sponsor has purchased in order to satisfy the Minimum Offering Requirement) at the then current offering price per Class I share net of dealer manager fees to provide additional cash to support distributions to the Company’s stockholders. The sale of these shares will result in the dilution of the ownership interests of the Company’s public stockholders. Upon termination or expiration of the Amended Distribution Support Agreement, the Company may not have sufficient cash available to pay distributions at the rate the Company had paid during preceding periods or at all. As of March 31, 2022, CFI’s remaining obligation pursuant to the Amended Distribution Support Agreement is limited to $1,867,720. On May 2, 2022, CFI purchased $966,541 of Class IX Shares to cover the distribution shortfall for the quarter ended December 31, 2021 (See Note 15 – Subsequent Events). If the Company pays distributions from sources other than the Company’s cash flow from operations, the Company will have less cash available for investments, the Company may have to reduce the Company’s distribution rate, the Company’s net asset value may be negatively impacted and the Company’s stockholders overall return may be reduced. For the three months ended March 31, 2022, 50% of the Company’s cash distributions were paid using proceeds from the Offerings.

The Company’s NAV per share may materially change from quarter to quarter if the valuations of the Company’s properties materially change from prior valuation or the actual operating results materially differ from what the Company originally budgeted, including as a result of the Advisor invoicing the Company for previously unbilled operating expenses.

It is possible that the annual appraisals of the Company’s properties may not be spread evenly throughout the year and may differ from the most recent valuation. As such, when these appraisals are reflected in the Company’s Independent Valuation Firm’s valuation of the Company’s real estate portfolio, there may be a material change in the Company’s NAV per share for each class of the Company’s common stock. Property valuation changes can occur for a variety reasons, such as local real estate market conditions, the financial condition of the Company’s tenants, or lease expirations. For example, the Company will regularly face lease expirations across the Company’s portfolio, and as the Company moves further away from lease commencement toward the end of a lease term, the valuation of the underlying property will be expected to drop depending on the likelihood of a renewal or a new lease on similar terms. Such a valuation drop can be particularly significant when closer to a lease expiration, especially for single tenant buildings or where an individual tenant occupies a large portion of a building. The Company is at the greatest risk of these valuation changes during periods in which the Company has a large number of lease expirations as well as when the lease of a significant tenant is closer to expiration. Similarly, if a tenant will have an option in the future to purchase one of the Company’s properties from the Company at a price that is less than the current valuation of the property, then if the value of the property exceeds the option price, the valuation will be expected to decline and begin to approach the purchase price as the date of the option approaches.

In addition, actual operating results may differ from what the Company originally budgeted, which may cause a material increase or decrease in the NAV per share amounts. The Company accrues estimated income and expenses on a quarterly basis based on annual budgets as adjusted from time to time to reflect changes in the business throughout the year. On a periodic basis, the Company adjusts the income and expense accruals the Company estimated to reflect the income and expenses actually earned and incurred. The Company will not retroactively adjust the NAV per share of each class for any adjustments. Therefore, because actual results from operations may be better or worse than what the Company previously budgeted, the adjustment to reflect actual operating results may cause the NAV per share for each class of the Company’s common stock to increase or decrease.

The Company’s Amended Advisory Agreement provides that any operating expenses which have not been invoiced by the Advisor will not become the Company’s obligations. Without these provisions in the Company’s Amended Advisory Agreement, such operating expenses, if invoiced, would likely be recorded as liabilities of the Company, which, in turn, would likely have a negative effect on the Company’s NAV per share. The Company’s Amended Advisory Agreement provides that the Advisor will not invoice the Company for any reimbursement if the impact of such would result in the incurrence of an obligation in an amount that would result in the Company’s NAV per share for any class of shares to be less than $25.00. the Company may, however, incur and record an obligation to reimburse the Advisor, even if it would result in the Company’s NAV per share for any class of shares for such quarter to be less than $25.00, if the Company’s board of directors determines that the reasons for the decrease of the Company’s NAV per share below $25.00 were unrelated to the Company’s obligation to reimburse the Advisor for operating expenses. The Company’s Amended Advisory Agreement also provides that the Advisor may be reimbursed for previously unbilled operating expenses for prior periods in any subsequent quarter, subject to certain limitations, including the limitation related to the NAV per share of $25.00 referenced above and the 2%/25% Guidelines. The incurrence of previously unbilled operating expenses likely will have a negative effect on the Company’s NAV per share. As of March 31, 2022, the Advisor has incurred $13,435,158 of Unreimbursed Operating Expenses, including $706,913 of Unreimbursed Operating Expenses incurred during the three months ended March 31, 2022 that have not been invoiced to the Company.

Item 2. Unregistered Sales of Equity Securities.

Unregistered Sales of Equity Securities

During the three months ended March 31, 2022, the Company did not complete any sales of unregistered securities.

Amended and Restated Share Repurchase Program

Stockholders are eligible to have their shares repurchased by the Company pursuant to the Third Amendment and Restated Share Repurchase Program (“Amended SRP”).

The Amended SRP included numerous restrictions that limit stockholders’ ability to have their shares repurchased. If repurchase requests, in the business judgment of the Company’s board of directors, place an undue burden on the Company’s liquidity, adversely affect its operations or risk having an adverse impact on stockholders whose shares are not repurchased, then the Company’s board of directors may terminate, suspend or amend the share repurchase program at any time without stockholder approval, if it deems such action to be in the best interest of the stockholders. In addition, the Company’s board of directors may determine to suspend the share repurchase program due to regulatory changes, changes in law or if our board of directors becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are repurchased. Material modifications, including any reduction to the monthly or quarterly limitations on repurchases, and suspensions of the program will be promptly disclosed to stockholders in a prospectus supplement (or post-effective amendment if required by the Securities Act) or current report on Form 8-K filed with the SEC. Any material modifications will also be disclosed on our website. Further, the Amended SRP will be terminated in the event that the Company’s shares ever become listed on a national securities exchange or in the event a secondary market for the Company’s common stock develops.

Repurchases of shares under the Amended SRP are made on a monthly basis. Subject to the limitations of and restrictions provided for in the Amended SRP, and subject to funds being available, shares repurchased under the Amended SRP are repurchased at the transaction price in effect on the date of repurchase, which, generally will be a price equal to the NAV per share applicable to the class of shares being repurchased and most recently disclosed by the Company in a public filing with the SEC. Under the Amended SRP, the Company may repurchase during any calendar month shares of its common stock whose aggregate value (based on the repurchase price per share in effect when the repurchase is effected) is 2% of the aggregate NAV as of the last calendar day of the previous month and during any calendar quarter whose aggregate value (based on the repurchase price per share in effect when the repurchase is effected) is up to 5% of the Company’s aggregate NAV as of the last calendar day of the prior calendar quarter.

The table below summarizes the repurchase activity for the three months ended March 31, 2022:

For the Month Ended Total Number of Shares Redeemed Average Price Paid per Share Total Number of Shares Redeemed as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Redeemed Under the Plans or Programs^(1)^
January 31, 2022 6,112 25.69 6,112 189,086
February 28, 2022 33,893 25.74 33,893 200,067
March 30, 2022 29,151 25.90 29,151 215,046
Total 69,156 $ 25.80 69,156 604,199

Note: (1) The Company limits the number of shares that may be redeemed per calendar month and per calendar year under the program as described above.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

The exhibits listed below are included, or incorporated by reference, in this Quarterly Report on Form 10-Q.

EXHIBITS INDEX

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (and are numbered in accordance with Item 601 of Regulation S-K).

3.1 Second Articles of Amendment and Restatement of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on May 12, 2017)
3.2 Articles of Amendment to the Second Articles of Amendment and Restatement of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.), dated June 6, 2018 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2018)
3.3 Second Articles of Amendment to the Second Articles of Amendment and Restatement of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2019)
3.4 Articles of Amendment to the Second Articles of Amendment and Restatement of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) (incorporated by reference to Exhibit 3.5 to the Company’s Pre-Effective Amendment No. 1 to the Form S-11 Registration Statement filed with the SEC on July 31, 2020)
3.5 Articles Supplementary to the Second Articles of Amendment and Restatement of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) (incorporated by reference to Exhibit 3.6 to the Company’s Pre-Effective Amendment No. 1 to the Form S-11 Registration Statement filed with the SEC on July 31, 2020)
3.6 Second Amended and Restated Bylaws of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q filed on May 12, 2017)
4.1 Form of Subscription Agreement (included as Appendix A to the Prospectus dated April 23, 2019, filed with the SEC on April 24, 2019 and incorporated by reference herein)
4.2 Amended and Restated Distribution Reinvestment Plan (included as Appendix B to the Prospectus dated August 10, 2020, filed with the SEC on August 12, 2020 and incorporated by reference herein)
4.3 Form of Subscription Agreement for the Follow-On Offering (included as Appendix A to the Prospectus dated July 31, 2020, filed with the SEC on July 31, 2020 and incorporated by reference herein)
4.4 Third Amended and Restated Share Repurchase Program (incorporated by reference to Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 17, 2021)
10.1* Purchase and Sale Agreement by and between SE Columbus AM, LLC and CIFM Acquisitions, LLC, dated as of February 15, 2022, as amended on February 25, 2022.
31.1* Certification by the Chief Executive Officer pursuant to 17 CFR 240.13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification by the Chief Financial Officer pursuant to 17 CFR 240.13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32* Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101* The following materials from Cantor Fitzgerald Income Trust, Inc.’s Quarterly Report on Form 10-Q for the three months ended March 31, 2022 are formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Equity; (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
--- ---

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CANTOR FITZGERALD INCOME TRUST, INC.
By: /s/ Howard W. Lutnick
Howard W. Lutnick
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
By: /s/ John C. Griffin
--- --- ---
John C. Griffin
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Dated: May 16, 2022

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Exhibit 10.1

AGREEMENT OF PURCHASE AND SALE

ARTICLE 1. PROPERTY/PURCHASE PRICE

1.1Certain Basic Terms.

(a)Seller and Notice Address:

SE Columbus AM, LLC on behalf of the entities listed on

Schedule 1.1, attached hereto (collectively “Seller”)

350 North LaSalle Street, Suite 800

Chicago, Illinois 60654

Attn: Matthew McCulloch and Jason Schwartz

Telephone:312-640-2608

Email: matt@syneq.com; jschwartz@syneq.com

With a copy to:

Levenfeld Pearlstein LLC

2 N. LaSalle Street, Suite 1300

Chicago, Illinois 60602

Attn: Elizabeth O’Brien

Telephone:312-476-7587

Email eobrien@lplegal.com

(b)Purchaser and Notice Address:

CIFM Acquisitions, LLC

499 Park Avenue

New York, New York 10022

Attn: Roger Shreero

Telephone: 212-915-1712

Email: roger.shreero@cantor.com

With a copy to:

CIFM Acquisitions, LLC

499 Park Avenue

New York, New York 10022

Attn: General Counsel

Email: smerke1@cantor.com

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With a copy to:

Winston & Strawn LLP

200 Park Avenue

New York, New York 10166

Attn: William X. Lang, Esq.

Telephone: 212-294-6896

Email: wlang@winston.com

(c)Date of this Agreement: The latest date of execution by the Seller or the Purchaser, as indicated on the signature page.

(d)Purchase Price: $58,000,000

(e)Earnest Money: The amount of money on deposit with Escrow Agent from time to time, including interest thereon, if any.

(i)Initial Earnest Money: $750,000.

(ii)Additional Earnest Money: $750,000.

(f)Due Diligence Period:The period of time beginning on January 26, 2022 and ending February 25, 2022.

(g)Closing Date: Subject to the extension rights set forth in Section 5.1 hereof, ten (10) business days after the expiration of Due Diligence Period.

(h)Title Company and Escrow Agent:

First American Title Insurance Company

30 N. LaSalle Street, Suite 2200

Chicago, IL 60602

Attention: Patricia Rogers

Telephone: 312-917-7255

Email: progers@firstam.com

(i)Lease: That certain Lease dated as of December 20, 2014, by and between 5303 Fisher LLC (as predecessor in interest to Seller), as lessor, and Mars Petcare US, Inc., as lessee, as amended by that certain First Amendment to Lease dated as of August 8, 2016, by and between 5303 Fisher LLC (as predecessor in interest to Seller), as lessor and Mars Petcare US, Inc., as lessee, as assigned by that certain Assignment and Assumption of Lease and Service Contracts dated as of August 22, 2017 by and between 5303 Fisher LLC, as assignor, and Seller, as assignee, as same has been amended and assigned from time to time.

(j)Tenant: Mars Petcare US, Inc., a Delaware corporation.

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1.2Property. Subject to the terms and conditions of this Agreement of Purchase and Sale (the “Agreement”), Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the following property (collectively, the “Property”):

(a)The “Real Property,” being the land described in Exhibit A attached hereto, containing approximately 21.6 acres; all improvements and fixtures (other than trade fixtures owned by Tenant, except to the extent that Seller shall have any right or interest therein) located thereon, including but not limited to a one story office building containing approximately 465,256 rentable square feet located on such land, and having a street address of 5303 Fisher Road, Columbus, Ohio (“Improvements”); all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in anywise appertaining to such real property; and all right, title, and interest of Seller in and to all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining such real property (collectively, the “Real Property”).

(b)The “Tangible Personal Property,” being all right, title and interest of Seller in and to all tangible personal property now or hereafter used in connection with the operation, ownership, maintenance, management, occupancy or improvement of the Real Property including without limitation: equipment; machinery; furniture; fixtures; art work; furnishings; office equipment and supplies; and, whether stored on or offsite, all tools, supplies, and construction and finish materials not incorporated in the Improvements and held for repairs and replacements. The term “Personal Property” also shall include any and all deposits, bonds or other security deposited or delivered by Seller with or to any and all governmental bodies, utility companies or other third parties in connection with the operation, ownership, maintenance, management, occupancy or improvement of the Real Property, if any.

(c)The “Intangible Personal Property,” being all, right, title and interest of Seller in and to all intangible personal property now or hereafter used in connection with the operation, ownership, maintenance, management, or occupancy of the Real Property, including without limitation: all trade names and trade-marks associated with the Real Property; the plans and specifications and other architectural, engineering and construction drawings for the Improvements; warranties; indemnities, guaranties; claims against third parties; all contract rights related to the construction, operation, ownership or management of the Real Property; applications, permits, approvals, developer or declarant rights, development rights and entitlements, all telephone exchange numbers and any prepaid impact fees or credits, and licenses (to the extent assignable); insurance proceeds and condemnation awards or claims thereto to be assigned to Purchaser hereunder; and all books and records relating to the Property.

1.3Earnest Money. Within two (2) business days after Date of this Agreement, Purchaser shall deposit the Initial Earnest Money into a strict joint order escrow with the Escrow Agent. In the event the Agreement is not terminated on or prior to the expiration of the Due Diligence Period, Purchaser shall deposit the Additional Earnest Money on or prior to the last day of the Due Diligence Period. The Escrow Agent shall pay the Earnest Money to Seller at and upon the Closing, or otherwise, to the party entitled to receive the Earnest Money in accordance with this Agreement. The Earnest Money shall be held and disbursed by the Escrow Agent pursuant to the joint order escrow agreement executed by the parties. The Earnest Money may be invested by the Escrow Agent as Purchaser directs in United States Treasury Bills or a federally insured money

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market account. Seller and Purchaser shall share equally the cost of the joint order escrow, but Purchaser shall bear the cost of any investment fee charged by the Escrow Agent and shall be entitled to any interest earned thereon.

ARTICLE 2. INSPECTION

2.1Seller’s Delivery of Specified Documents. Seller has previously delivered copies of property information pursuant to that certain Access Agreement (the “Access Agreement”) entered into between Purchaser and Seller dated as of January 24, 2022 (the “Property Information”).

2.2Due Diligence. Commencing on the date of the Access Agreement, Purchaser shall have through the last day of the Due Diligence Period in which to examine, inspect, and investigate the Property and, in Purchaser’s sole and absolute judgment and discretion, to determine whether the Property is acceptable to Purchaser. Purchaser may terminate this Agreement by giving written notice of termination to Seller on or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Paragraph 2.2, the Earnest Money shall be refunded to Purchaser immediately upon request, and all further rights and obligations of the parties under this Agreement shall terminate, subject to the Surviving Obligations, as defined herein.

Purchaser shall have reasonable access to the Property subject to the terms of the Lease, but in any event upon not less than 48 hours prior written notice to Seller (which may be given by email) for the purpose of conducting surveys and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however in no event shall Purchaser perform any invasive testing without the prior written consent of Seller. Purchaser shall keep the Property free and clear of any liens and will indemnify, defend, and hold Seller harmless from all claims asserted by third parties against Seller to recover for personal injury or property damage as a result of Purchaser or its vendors’ entry onto the Property. In connection with Purchaser’s investigations, including without limitation any contact with the Tenant, Seller shall at all times have the right to have a representative of Seller present. Subject to the proviso below, if any such entry disturbs the Property, Purchaser will restore the Property to the same condition as existed immediately prior to Purchaser’s inspection. Subject to the terms and conditions set forth herein, Purchaser and its agents, employees, and representatives shall have a continuing right of reasonable access to the Property during the pendency of this Agreement for the purpose of examining and making copies of Property Information in Seller’s possession and Purchaser shall have the right to conduct a “walk-through” of the Property prior to the Closing. In the course of its investigations, Purchaser may make inquiries to third parties, including, without limitation, lenders, contractors, property managers, parties to service contracts, municipal, local and other governmental officials and representatives, and Seller consents to such inquiries, but in no event shall Purchaser engage government officials and/or representatives with respect to any matter that may impact the current zoning, nor shall Purchaser make application for any changes to the Property including, without limitation, with respect to zoning, special use permits or licensing unless Seller provides its prior written consent. In the event of any damage to the Property caused by Purchaser or its agents, employees or representatives, Purchaser shall indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages or injuries arising out of or resulting from Purchaser’s

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or its agents’ employees’ or representatives’ entry onto, inspection or testing of, or use of the Property; provided, however, in no event shall Purchaser be liable for, and any such indemnity from Purchaser will not include any claims to the extent caused by, (i) pre-existing conditions (except to the extent exacerbated by the negligence of Purchaser or Purchaser’s agents) and/or (ii) the fraud, negligence or willful misconduct of Seller or any of Seller’s members, employees, licensees, contractors, agents and invitees, and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. Purchaser shall maintain commercial general liability and property damage insurance, or shall self-insure, in an amount equal to or greater than $1,000,000 and in form and substance adequate to insure against all liability of Purchaser and its consultants, and each of its agents, employees or contractors, arising out of the inspections or testing. Evidence of such insurance coverage shall be produced upon request from Seller and, if required by Seller, Seller shall be named as an additional named insured on Purchaser’s insurance certificates prior to Purchaser’s (or its agent’s) entry upon the Property. All inspections and testing shall occur at reasonable times agreed upon by Seller and Purchaser and shall be conducted so as not to interfere unreasonably with use of the Property by Seller or its tenants. The obligations of the Purchaser under this Section 2.2 shall survive the termination of the Agreement (“Surviving Obligations”).

2.3Service Contracts. On or prior to the expiration of the Due Diligence Period, Purchaser shall notify Seller in writing as to which Service Contracts, if any, Purchaser will assume (the “Accepted Service Contracts”). Purchaser will assume the obligations arising from and after the Closing Date under those Service Contracts that are not in default as of the Closing Date and which Purchaser has elected to assume on or prior to the expiration of the Due Diligence Period. Seller shall terminate at Closing all service contracts that are not so assumed and if Purchaser fails to timely provide notice of acceptance, Purchaser shall be deemed to not have assumed any service contracts. Seller shall be solely responsible for the payment of any termination fees, penalties or other related expenses due and owing under any of the Service Contracts in connection with the termination of same, said payments to be made to any such Service Contract provider on or prior to the Closing Date.

ARTICLE 3. TITLE REVIEW

3.1Delivery of Title Commitment and Survey. Seller shall cause to be prepared and delivered to Purchaser a current, effective commitment for title insurance (the “Title Commitment”) issued by the Title Company, in the amount of the Purchase Price with Purchaser as the proposed insured, and accompanied by true, complete, and legible copies of all documents referred to in the Title Commitment. Purchaser may elect to obtain a current ALTA/ACSM 2021 Minimum Detail Requirements survey of the Property (the “Survey”) prepared by a surveyor acceptable to Purchaser certified to Purchaser, the Title Company and such other parties as designated by Purchaser and including the table items requested by Purchaser. Purchaser shall also have the right to obtain Uniform Commercial Code searches in the name of Seller and the Property issued by the Title Company or a search company acceptable to Purchaser (“UCC Searches”).

3.2Title Review and Cure. During the Due Diligence Period, Purchaser shall review title to the Property as disclosed by the Title Commitment. Seller will use good faith efforts to cooperate with Purchaser in curing any objections Purchaser may have to title to the Property;

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provided, however, Seller shall have no obligation to cure title objections except liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released or, if consented to by Purchaser, insured over at the Closing. Seller further agrees to remove any exceptions or encumbrances to title which are created by, under or through Seller after the date of this Agreement without Purchaser’s consent. Purchaser may terminate this Agreement and receive a refund of the Earnest Money if the Title Company revises the Title Commitment after the expiration of the Due Diligence Period to add or modify exceptions if such additions or modifications are material and adverse to Purchaser’s intended use of the Property and are not removed by the Closing Date; provided, however, that any such termination must be delivered on or prior to the date that is five (5) business days after receipt of the revised Title Commitment. The term “Permitted Exceptions” shall mean: the specific exceptions in the Title Commitment that the Title Company has not agreed to insure over or remove from the Title Commitment as of the end of the Due Diligence Period and that Seller is not required to remove as provided above, acts done or suffered through Purchaser, and real estate taxes not yet due and payable.

3.3Delivery of Title Policy at Closing. As a condition to Purchaser’s obligation to close, the Escrow Agent shall deliver to Purchaser at Closing an ALTA Owner’s Policy of Title Insurance (the “Title Policy”), with extended coverage issued by the Title Company as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Property, and subject only to the Permitted Exceptions. Any endorsements required by Purchaser with the exception of extended coverage shall be the Purchaser’s obligation to obtain. Seller shall execute at Closing an owner’s affidavit at Closing in form reasonably satisfactory to Seller and the Title Company and sufficient to delete the exceptions for mechanics liens, parties in possession except for the Tenant under the Lease and similar matters.

3.4Title and Survey Costs. The cost of the Survey shall be paid by Purchaser. The premium for the Title Policy, including the premium for extended coverage, shall be split equally by Seller and Purchaser. The cost of the title exam and search shall be paid by Seller. The cost of any endorsements to the Title Policy to cure title objections shall be paid by Seller. All other endorsements shall be paid by Purchaser. The cost of the UCC Searches shall be paid by Purchaser.

3.5Violations. In the event that Seller receives any written notification from a governmental or public authority (or a third party acting under the authority of a governmental or public authority) notifying Seller that the Property is in violation of any applicable fire, health, building, use, occupancy, zoning or other applicable laws, then (i) if the estimated cost to cure such violation is $100,000 or less (as reasonably determined by the parties), Seller shall cure such violation or, if such cannot reasonably be cured prior to the Closing Date, give Purchaser a credit for an amount reasonably estimated by the parties to cure such violation, and (ii) if the estimated cost to cure such violation is greater than $100,000 (as reasonably determined by the parties) or a “Non-Monetary Violation” (as hereinafter defined), then Seller shall, in written notice to Purchaser prior to the Closing Date, elect to either (A) cure such violation or, if such cannot reasonably be cured prior to the Closing Date and is not a Non-Monetary Violation, provide Purchaser with a credit against the Purchase Price at Closing in the amount equal to the estimated cost to cure such violation, as reasonably determined by the parties, or (B) not to cure such violation. In the event Seller elects to (and does prior to Closing) cure any such violation or provide Purchaser with a credit against the Purchase Price as specified in subsections (i) or (ii)(A) above, then Purchaser

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shall proceed with the Closing (and in the event of a credit, accept title to the Property subject to such violation as a Permitted Exception). In the event Seller elects not to cure such violation pursuant to subsection (ii)(B) above, then Purchaser shall elect to either (X) proceed with Closing and accept title to the Property subject to the applicable violation as a Permitted Exception, or (Y) terminate this Agreement, whereupon the Earnest Money shall be returned to Purchaser plus additional cash to reimburse Purchaser for its documented out-of-pocket expenses actually incurred in connection with the transaction contemplated hereby, but in no event shall such additional cash reimbursement payment ever exceed $50,000, and neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. As used herein, a “Non-Monetary Violation” is a violation of any applicable fire, health, building, use, occupancy, zoning or other applicable laws that cannot easily be cured by the expenditure of money and affects the integrity, viability, prominence, use or income producing capability of the Property, including, without limitation, (i) the reduction of parking at the Property, (ii) the reduction or other adverse impact to any point of ingress or egress to the Property, or (iii) any civil or criminal action involving the Property.

3.6Estoppel Condition. Purchaser shall have received, on or before the expiration of the Due Diligence Period, an estoppel certificate dated a date no earlier than thirty (30) days prior to Closing, from Tenant under the Lease (the “Estoppel Condition”), which estoppel certificate shall meet the following conditions: (a) it is: (i) substantially in the form attached as Exhibit G to the Lease; (b) it shall not disclose any material non-monetary or monetary defaults by Seller or tenant under the applicable Lease; and (c) it shall not contain any information which is inconsistent with the information contained in the Lease or the representations contained herein. Seller shall promptly forward to Purchaser such estoppel certificate as and when the same is received. In the event that the Estoppel Condition has not been timely satisfied in all respects, then Purchaser may, by giving Seller written notice at any time after the occurrence of any failure to satisfy the Estoppel Condition, and Seller shall have ten (10) business days to cure such failure. If upon the expiration of said cure period Seller has been unable to satisfy the Estoppel Condition, Buyer may terminate this Agreement and receive refund of any Earnest Money made by Purchaser and any third-party out-of-pocket expenses incurred during the Due Diligence Period not to exceed $50,000, and neither party shall have any further right or obligation hereunder other than those obligations which survive termination.

ARTICLE 4. OPERATIONS AND RISK OF LOSS

4.1Ongoing Operations. During the pendency of this Agreement:

(a)Operation of the Property. Seller shall cause the Property to be maintained in substantially its current condition. Except as necessary to comply with the Lease or the preceding sentence, Seller shall not make any material alterations to the Property or any portion thereof without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

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(b)Maintenance of Insurance. Seller shall continue to carry its existing insurance through the Closing Date, and shall not allow any breach, default, termination, cancellation or lapse of such insurance policies or agreements to occur or exist.

(c)New Contracts. Without Purchaser’s prior written consent in each instance (which consent shall not be unreasonably withheld, conditioned or delayed), Seller will not enter into or amend, terminate, waive any default under, or grant concessions regarding any contract or agreement that will be an obligation affecting the Property or binding on the Purchaser after the Closing except contracts entered into in the ordinary course of business that are terminable without cause or penalty on 30-days’ notice (and Seller agrees to terminate any such contracts by the Closing Date unless otherwise requested by Purchaser prior to the expiration of the Due Diligence Period) (“New Contracts”). Seller shall be solely responsible for the payment of any termination fees, penalties or other related expenses due and owing under any of the New Contracts in connection with the termination of same, said payments to be made to any such New Contract provider on or prior to the Closing Date

(d)Leasing Arrangements. Seller will not enter into any lease or other occupancy agreement without Purchaser’s prior written consent. Seller shall not amend, modify or terminate the Lease without Purchaser’s prior written consent (such consent in Purchaser’s sole and absolute discretion).

(e)Removal and Replacement of Tangible Personal Property. Seller will not remove any Tangible Personal Property except as may be required for necessary repair or replacement, and replacement shall be of equal quality and quantity as existed as of the time of its removal.

(f)Maintenance of Permits. Seller shall continue to maintain in existence all licenses, permits and approvals, if any, in its name (or in such affiliates’ name, if applicable) necessary or reasonably appropriate to the ownership, operation or improvement of the Property and in effect as of the Date of this Agreement.

(g)Taxes. Seller shall pay or cause to be paid all tax and similar obligations of the Seller and the Property to the extent relating to the period of time on or before the Closing.

(h)Enforcement of Lease. Seller will enforce its rights and remedies under the Lease, including without limitation, using diligence and good faith efforts to cause Tenant to complete any Deferred Maintenance (as defined herein) work for which Tenant is responsible, at Tenant’s sole cost and expense; provided, however, as it relates to Seller enforcing its remedies under the Lease; provided, however, in no event shall this covenant be construed to require Seller to default Tenant, commence litigation against Tenant or take any act that would put Seller’s existing loan in jeopardy.

4.2Damage. Risk of loss up to and including the Closing Date shall be borne by Seller. In the event of any material damage to or destruction of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten (10) business days after Seller notifies Purchaser of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full ten (10) business day period to make such election): (i)

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terminate this Agreement and the Earnest Money shall be immediately returned to Purchaser, or (ii) proceed under this Agreement, receive any insurance proceeds due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. If Purchaser elects (ii) above and to proceed to Closing, Purchaser may extend the Closing Date for up to an additional thirty (30) day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller agrees to cooperate with Purchaser in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Property is not materially damaged, then Purchaser shall not have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or if repairs cannot be completed before the Closing, credit Purchaser at Closing for the reasonable cost to complete the repair. “Material damage” and “Materially damaged” means damage (x) reasonably exceeding ten percent (10%) of the Purchase Price to repair, or (y) which, would permit the Tenant to terminate the Lease.

4.3Condemnation. In the event any proceedings in eminent domain are contemplated, threatened (in writing) or instituted by anybody having the power of eminent domain with respect to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten (10) business days after Seller notifies Purchaser of such proceedings (and if necessary the Closing Date shall be extended to give Purchaser the full ten (10) business day period to make such election): (i) terminate this Agreement and the Earnest Money shall be immediately returned to Purchaser, or (ii) proceed under this Agreement, in which event Seller shall, at the Closing, assign to Purchaser its entire right, title and interest in and to any condemnation award, and Purchaser shall have the sole right during the pendency of this Agreement to negotiate and otherwise deal with the condemning authority in respect of such matter.

ARTICLE 5. CLOSING

5.1Closing. The consummation of the transaction contemplated herein (“Closing”) shall occur on the Closing Date at the offices of the Escrow Agent through a so-called “New York style” escrow. The attorneys for the parties are hereby authorized to execute the escrow agreement and any amendments thereto. Either party shall have the one-time right to extend the Closing Date for a period of five (5) business days upon delivery of written notice to the other party not less than three (3) days prior to the then-existing Closing Date; provided, however, in no event shall both parties have the right to extend.

5.2Conditions to the Parties’ Obligations to Close. In addition to all other conditions set forth herein, the obligation of Seller, on the one hand, and Purchaser, on the other hand, to consummate the transactions contemplated hereunder shall be contingent upon the following:

(a)The other party’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date.

(b)As of the Closing Date, the other party shall have performed its obligations hereunder and all deliveries to be made at Closing have been tendered;

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(c)There shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against the other party that would materially and adversely affect the operation or value of the Property or the other party’s ability to perform its obligations under this Agreement;

(d)The Title Company shall be prepared to issue at Closing the Title Policy as required by Section 3.3 hereof; and

(e)The Estoppel Condition (as hereinafter defined) has been satisfied by Seller pursuant to Section 9.15 hereof.

So long as a party is not in default hereunder, if any condition to such party’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date, such party may, in its sole discretion, either (i) terminate this Agreement by delivering written notice to the other party on or before the Closing Date or other applicable date, (ii) extend the time available for the satisfaction of such condition by up to a total of five (5) business days or (iii) elect to close, notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition except for breach by a party of a covenant in which case the Closing shall not relieve such breaching party from any liability it would otherwise have hereunder. If such party elects to proceed pursuant to clause (ii) above, and such condition remains unsatisfied after the end of such extension period, then, at such time, such party may elect to proceed pursuant to either clause (i) or (iii) above.

5.3Seller’s Deliveries in Escrow. One (1) business day prior to the Closing Date, Seller shall deliver in escrow to the Escrow Agent the following:

(a)Deed. A limited warranty deed conveying to Purchaser the Real Property, subject only to the Permitted Exceptions (the “Deed”);

(b)Bill of Sale and Assignment of Contracts. A bill of sale and assignment of contracts and leases (the “Assignment”), executed and acknowledged by Seller, vesting in Purchaser good title to the Tangible Personal Property and Intangible Personal Property and assigning to Purchaser any Accepted Service Contracts;

(c)State Law Disclosures. Such disclosures and reports as are required by applicable state and local law in connection with the conveyance of real property;

(d)FIRPTA. A Foreign Investment in Real Property Tax Act affidavit executed by Seller. If Seller fails to provide the necessary affidavit and/or documentation of exemption on the Closing Date, Purchaser may proceed with withholding provisions as provided by law;

(e)Authority. If Seller is not an individual, evidence of the existence, organization and authority of Seller and of the authority of the persons executing documents on behalf of Seller reasonably satisfactory to the Escrow Agent and the Title Company; and

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(f)Additional Documents. Any additional documents that Purchaser, the Escrow Agent or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement.

(g)Management Agreement. A termination of Seller’s existing property management agreement, executed by Seller and acknowledged by the existing property manager.

(h)Leases. The originals, or copies should originals not be available, of the Lease and together with all keys in Seller’s possession.

(i)Contracts. Originals, or copies should originals not be available, of all of the Accepted Service Contracts.

(j)Security Deposits. All tenant security deposits under the Lease together with any and all interest accrued thereon.

(k)Sellers’ Certificate. A duly executed and acknowledged certificate executed by an authorized representative of Seller indicating that all of Seller’s representations and warranties made in this Agreement are true and correct as of the Closing Date as if then made.

5.4Purchaser’s Deliveries in Escrow. Except as specified below, at least one (1) business day prior to the Closing Date, Purchaser shall deliver in escrow to the Escrow Agent the following:

(a)Purchase Price. On the Closing Date, the Purchase Price, less the Earnest Money that is applied to the Purchase Price, plus or minus applicable prorations, deposited by Purchaser with the Escrow Agent in immediate, same-day federal funds wired for credit into the Escrow Agent’s escrow account;

(b)Bill of Sale and Assignment of Contracts. The Assignment, executed by Purchaser;

(c)State Law Disclosures. Such disclosures and reports as are required by applicable state and local law in connection with the conveyance of real property.

(d)Additional Documents. Any additional documents that the Escrow Agent or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement.

5.5Closing Statements/Escrow Fees. At the Closing Date, Seller and Purchaser shall deposit with the Escrow Agent executed closing statements consistent with this Agreement in the form required by the Escrow Agent. Purchaser shall be responsible for the cost of recording the Deed. Seller shall be responsible for the cost of recording any instruments to remove encumbrances that Seller is obligated to remove hereunder. The Escrow Agent’s escrow fee shall be divided equally between and paid by Seller and Purchaser.

5.6Title Policy. The Escrow Agent shall deliver to Purchaser the Title Policy in accordance with the provisions of Paragraph 3.3.

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5.7Possession; Books and Records. Seller shall deliver possession of the Property to Purchaser at the Closing subject only to the Lease and the Permitted Exceptions. Seller shall also deliver to the Purchaser’s property manager: the original documents assigned to Purchaser pursuant to the Assignment as well as complete copies or originals of all books and records, keys and other items pertaining to the Property.

5.8Close of Escrow. Upon satisfaction or completion of the foregoing conditions and deliveries, the parties shall direct the Escrow Agent to immediately record and deliver the documents described above to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser.

ARTICLE 6. PRORATIONS AND ADJUSTMENTS

6.1Prorations.

(a)Except as expressly set forth below, the following items shall be prorated as of 12:01 a.m. prevailing Eastern Time on the Closing Date, on the basis of a 365-day year, with Purchaser deemed the owner of the Assets on the entire Closing Date: (i) real estate taxes, including refunds with respect thereto, if any; (ii) rent, additional rent, escalations, and other amounts paid by Tenant under the Lease; (iii) water, sewer and utility charges; (iv) charges under any Accepted Service Contracts assumed by Purchaser; and (v) any other expenses relating to the Property which are customarily adjusted at settlement.

(b)Rent. The parties acknowledge that Tenant pays fixed rent sixty (60) days in arrears.  Therefore, there shall be no credit to Purchaser for fixed rent collected in the month of Closing, it being understood that fixed rent collected in the month of Closing relates to rent for the time period 60 days prior to Closing. As such, credit shall be given to Seller at Closing for fixed rent collected from Tenant which is calculated using (i) the number of days in the month of Closing that Seller owned the Property, plus (ii) to the extent such amounts remain outstanding at date of closing, an amount equal to any rent due and payable for such month that falls 60 days prior to closing, (iii) plus the number of days in the month prior to Closing. By way of example, if the Closing Date occurs on March 15, 2022, then with respect to the rent payment received by Seller on or about March 1, 2022 (which relates to fixed rent due under the Lease for the month of January, 2022), Seller shall receive a credit for the period between the first day of January 2022 and the Closing Date, plus the month of February. This example assumes that rent due and payable for the month of December has been collected. All rents received by Purchaser after Closing shall be solely for the account of Purchaser, even if relating to rent due for periods prior to the Closing Date. Credit shall be given to Purchaser at Closing for the Tenant’s security deposit (including any interest required to be paid to Tenant pursuant to the terms of the Lease or by law), if any.

(c)Additional Rent. Two (2) business days prior to Closing Seller shall deliver a preliminary reconciliation reflecting additional rent applicable to the 2021 lease year and expenses incurred applicable to the same period (such as operating expense and real estate tax reimbursements and the like), calculated on a cash basis. Seller will receive a credit at Closing for any amount reflected on the reconciliation as due from Tenant and will credit Purchaser for any amount reflected on the reconciliation as due to Tenant. The parties shall reconcile such amounts

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within 90 days after Closing. In addition, for the period from January 1, 2022 through the date of Closing, in the event that there shall be any other charges under the Lease which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing, then any rents or charges of such type received by Purchaser or its agents or Seller or its agents subsequent to Closing, including payments received from tenants as a result of true-ups or the obligation to reimburse tenants for overpayments shall, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing and Seller’s portion thereof shall be remitted promptly to Seller by Purchaser or to Purchaser by Seller, as the case may be.

(d)Meter Readings. To the extent feasible, arrangements shall be made for the reading of meters for all utilities on or about the Closing Date. If such meter readings take place on a date other than the Closing Date, a pro rata adjustment will be made when the bills are received, such adjustment to be made on a day-to-day basis, with Seller being responsible for any time periods prior to the Closing Date and with Purchaser being responsible for any time periods on and after the Closing Date.

6.2Real Estate Taxes. Seller shall pay any real estate and personal property taxes and assessments with respect to the Property which are due and payable on or prior to the Closing Date. For clarification, Seller shall, at or prior to Closing, pay or credit Purchaser for all 2021 tax year real estate taxes (which are due and payable in calendar year 2022). There shall be a proration of 2022 tax year real estate taxes for the period from January 1, 2022, through the date of the Closing (the “Proration Period”) based on the amount of the 2021 tax year real estate taxes. Real estate taxes shall be reprorated upon issuance of the final tax bill. If, after the Closing, Purchaser receives (in the form of a rent) any amounts applicable to real estate taxes for the Proration Period, then Purchaser shall reimburse Seller for such closing credit based upon the amount actually received from Tenant.

(a)Assessments for Public Improvements; Real Estate Tax Settlement Agreement. In the event work for any public improvements with respect to the Property is begun before the Closing, Seller shall be responsible for the assessments and charges that are imposed before Closing and Purchaser shall be responsible for the assessments and charges that become due and payable after Closing. If at the time of Closing, the Property is affected by an assessment or assessments which are or may become payable in installments (including without limitation that certain Real Estate Tax Settlement Agreement), Seller shall be responsible for the installments that are due and payable before Closing and Purchaser shall be responsible for the assessments and charges that become due and payable after Closing. Amounts paid by Seller for the month of Closing shall be prorated as of the Closing Date and credited to Seller on the settlement statement. Amounts prepaid by Seller for months following the month of Closing shall be credited to Seller on the settlement statement. Notwithstanding the foregoing, Seller represents, to the best of Seller’s knowledge, that Seller that Seller has received no written notice of public improvements nor have any public improvements begun with respect to the Property.

(b)Post-Closing Adjustments. If any of the items described in this Article 12 cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the

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Closing Date or the date such error is discovered, as applicable, but in no event later than the date that is 120 days after the Closing Date unless otherwise set forth herein. The provisions of this Section 6.2 shall survive Closing.

6.3Sales, Transfer, and Documentary Taxes. Seller shall pay documentary, transfer, deed or similar taxes and fees imposed in connection with this transaction under applicable state or local law.

6.4Commissions. Seller and Purchaser represent and warrant each to the other that they have not dealt with any real estate broker, sales person or finder in connection with this transaction other than Andrew Sanquist of Newmark (“Broker”). Seller shall be responsible for the payment of a commission due Broker to be paid pursuant to a separate agreement with Seller. In the event of any claim for broker’s or finder’s fees or commissions by Broker in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated hereby, Seller shall indemnify and hold harmless Purchaser from and against any such claim made by Broker based upon any statement, representation or agreement of Seller. Except as expressly set forth above with respect to Broker, in the event of any claim for broker’s or finder’s fees or commissions (other than a claim made by Broker) in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated hereby, each party shall indemnify and hold harmless the other party from and against any such claim based upon any statement, representation or agreement of such party.

6.5Roof Warranty Transfer. At Closing Seller agrees to provide a credit to Purchaser equal to $14,574 for the transfer and/or extension of a warranty for the roof.

6.6Deferred Maintenance. Purchaser has identified three areas of potential deferred maintenance at the Property, as further set forth on Schedule 6.6, attached hereto (“Deferred Maintenance”). At or prior to Closing, for each of the three identified areas Seller shall (a) deliver to Purchaser evidence reasonably satisfactory to Purchaser that the Tenant is responsible for the cost of all or a part of the Deferred Maintenance, or (b) provide a credit to Purchaser equal to the cost allocated to the applicable line item for Deferred Maintenance on Schedule 6.6.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES

7.1Seller’s Representations and Warranties. As a material inducement to Purchaser to execute this Agreement and consummate this transaction, Seller represents and warrants to Purchaser that:

(a)Organization and Authority. Seller has been duly organized, is validly existing, and is in good standing in the state of its organization and is in good standing and is qualified to do business in the state in which the Real Property is located. Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement and has, or will have prior to Closing, obtained any and all consents required to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Seller at the Closing will be, authorized and properly executed and

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constitutes, or will constitute, as appropriate, the valid and binding obligation of Seller, enforceable in accordance with their terms.

(b)Conflicts and Pending Actions or Proceedings. There is no agreement to which Seller is a party or, to Seller’s knowledge, binding on Seller which is in conflict with this Agreement, or which challenges or impairs Seller’s ability to execute or perform its obligations under this Agreement. There is not now pending or, to the Seller’s knowledge, threatened, any action, suit or proceeding before any court or governmental agency or body against the Seller that would prevent Seller from performing its obligations hereunder, or against or with respect to the Property. Seller has not received any notice of any condemnation, eminent domain or similar proceedings pending or threatened with regard to the Property, nor pending or threatened liens against the Property.

(c)Contractors and Suppliers. All contractors, subcontractors, suppliers, architects, engineers, and others retained by or on behalf of Seller to perform services or labor or supply materials in connection with Seller’s acquisition, development, ownership, or management of the Property have been paid in full and all liens arising therefrom (or claims which with the passage of time or the giving of notice, or both, could mature into liens) have been satisfied and released.

(d)Lease. The Lease delivered to Purchaser as part of Purchaser’s due diligence review of the Property is true, correct, and complete in all respects. The Lease is in full force and effect and has not been amended, modified or assigned, except as disclosed to Purchaser. Tenant is the present tenant under the Lease and, to Seller’s knowledge, there are no subtenants occupying space at the Property. To Seller’s knowledge, Tenant is not entitled to any concession, rebate, allowance, or rent abatement under the Lease or any other agreement with Seller. Seller has neither (i) received any written notice from Tenant asserting or alleging that Seller is in default under the Lease, nor (ii) sent to Tenant any written notice alleging or asserting that Tenant is in default under the Lease. Seller represents and warrants that it has complied with and satisfied all conditions and obligations set forth in Section 7(II) of the First Amendment of Lease.

(e)Agreements. To Seller’s knowledge there are no leases, service agreements, or other agreements affecting the Property other than those disclosed to Purchaser in writing by Seller prior to or during the Due Diligence Period or appearing on the Title Commitment.

(f)Disclosure. To Seller’s knowledge Seller has delivered or will deliver to Purchaser during the Due Diligence Period true and correct and complete copies of all Property Information in Seller’s possession or control.

(g)Notice of Violations or Defects. Seller has received no written notice: (i) that the Property or the use thereof violates any governmental law, rule, regulation or codes (including building codes) or any covenants or restrictions encumbering the Property; (ii) of any material physical defect in the Improvements; (iii) from any insurance company or underwriter of any defect that would materially adversely affect the insurability of the Property or cause an increase in insurance premiums or (iv) that any special or extraordinary assessment has been enacted or is contemplated with respect to the Property other than those assessments which will be

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fully paid by Seller prior to the Closing Date and which will not be an obligation of Purchaser following the Closing.

(h)Environmental. Seller has not received written notice of any violation of Environmental Laws related to the Property or the presence or release of Hazardous Materials on or from the Property except as disclosed in the Property Information. The term “Environmental Laws” includes without limitation the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act and other federal laws governing the environment as in effect on the date of this Agreement together with their implementing regulations and guidelines as of the date of this Agreement, and all state, regional, county, municipal and other local laws, regulations and ordinances that are equivalent or similar to the federal laws recited above or that purport to regulate Hazardous Materials. The term “Hazardous Materials” includes petroleum, including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas or such synthetic gas), and any substance, material waste, pollutant or contaminant listed or defined as hazardous or toxic under any Environmental Law.

(i)Patriot Act. Seller is not acting, directly or indirectly for, or on behalf of, any person, group, entity or nation named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and is not engaging in the transactions described herein, directly or indirectly, on behalf of, or instigating or facilitating the transactions described herein, directly or indirectly, on behalf of, any such person, group, entity or nation.

(j)Litigation. There is no existing or pending litigation affecting Seller or the Property and to Seller’s knowledge no litigation is threatened against Seller or the Property.

7.2Purchaser’s Representations and Warranties. As a material inducement to Seller to execute this Agreement and consummate this transaction, Purchaser represents and warrants to Seller that:

(a)Organization and Authority. Purchaser has been duly organized and is validly existing. Purchaser has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Purchaser at the Closing will be, authorized and properly executed and constitutes, or will constitute, as appropriate, the valid and binding obligation of Purchaser, enforceable in accordance with their terms.

(b)Conflicts and Pending Action. There is no agreement to which Purchaser is a party or to Purchaser’s knowledge binding on Purchaser which is in conflict with this Agreement. There is no action or proceeding pending or, to Purchaser’s knowledge, threatened against Purchaser which challenges or impairs Purchaser’s ability to execute or perform its obligations under this Agreement.

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7.3Survival of Representations and Warranties. The representations and warranties set forth in this Article 7 are made as of the date of this Agreement and are remade as of the Closing Date and shall not be deemed to be merged into or waived by the instruments of Closing, but shall survive the Closing for a period of one hundred eighty (180) days (“Survival Period”). After the Closing, in the event of any breach of any of the covenants, representations, warranties or indemnities hereunder or under any other agreement, document, certificate or instrument delivered by the parties (or affiliate thereof) which survive the Closing for any period of time (a “Post-Closing Default”), each party shall have all remedies existing under applicable law with respect to such Post-Closing Default; provided, however, in no event shall either party ever be entitled to recover from the other party (i) unless damages are in excess of Fifty Thousand Dollars in the aggregate ($50,000.00), nor (ii) damages in excess of Six Hundred Thousand Dollars ($600,000.00) (the “Cap”). As security for any claims asserted by Buyer in connection with the representations, warranties, covenants, agreements, obligations or indemnities set forth this Agreement of which Buyer has notified Seller in writing on or before the last day of the Survival Period Seller hereby covenants and agrees at all times during the Survival Period (or, if Buyer delivers a notice of claim related to a Post-Closing Default (a “Claim”), then for such longer period of time until such Claim is resolved), in order to satisfy any potential liability of Seller hereunder or after Closing to (a) maintain the Seller entity in good standing in its state of organization and the state where the Property is located, and (b) remain solvent and maintain a minimum net worth and liquid assets (in the form of cash or other readily available federal funds from the net proceeds of the sale of the Property) in an amount equal to or greater than the amount of the Cap. The provisions of this Section 7.3 shall survive the Closing of the transaction contemplated by this Agreement.

ARTICLE 8. DEFAULT

8.1Purchaser’s Default. If the transaction contemplated hereby does not close by reason of a default by Purchaser in any of the terms hereof (as opposed to by reason of failure of any contingency to Purchaser’s obligations hereunder), and such default is not cured within five (5) business days after written notice of such default is given by Seller to Purchaser, then Seller shall, at its sole option and in lieu of any and all other legal and equitable remedies which Seller may have, receive all Earnest Money deposited as liquidated damages and this shall be Seller’s sole remedy for Purchaser’s default. Seller and Purchaser acknowledge that actual damages in the event of a default by Purchaser will be difficult to ascertain, and that Seller’s receipt of the Earnest Money as liquidated damages represents the parties’ best estimate of such damages.

8.2Seller’s Default. In the event that Seller shall fail to consummate this Agreement for any reason, except Purchaser’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Purchaser shall be entitled, as its sole and exclusive remedy, at law or in equity, to either (i) terminate this Agreement and receive refund of any Earnest Money made by Purchaser and any third-party out-of-pocket expenses incurred during the Due Diligence Period not to exceed $75,000, and neither party shall have any further right or obligation hereunder other than those obligations which survive termination; or (ii) pursue the remedy of specific performance of Seller’s obligations under this Agreement.

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ARTICLE 9. MISCELLANEOUS

9.1Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the undersigned and each of their successors and assigns.

9.2Invalidity and Waiver. If any portion of this Agreement is held invalid or inoperative, then so far as is reasonable and possible the remainder of this Agreement shall be deemed valid and operative, and, to the greatest extent legally possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The failure by either party to enforce against the other any term or provision of this Agreement shall not be deemed to be a waiver of such party’s right to enforce against the other party the same or any other such term or provision in the future.

9.3Governing Law. This Agreement shall, in all respects, be governed, construed, applied, and enforced in accordance with the law of the state of Ohio.

9.4Survival. The provisions of this Agreement that contemplate performance after the Closing and the obligations of the parties not fully performed at the Closing shall survive the Closing and shall not be deemed to be merged into or waived by the instruments of Closing.

9.5Joint and Several Liability. If Seller is more than one person or entity, then all obligations of Seller set forth or arising under this Agreement shall be the joint and several obligations of each party constituting Seller.

9.6No Third Party Beneficiary. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions, or remedies to any person or entity as a third party beneficiary, decree, or otherwise.

9.7Entirety and Amendments. Other than with respect to the Access Agreement, this Agreement embodies the entire agreement between the parties and supersedes all prior agreements and understandings relating to the Property. This Agreement may be amended or supplemented only by an instrument in writing executed by the party against whom enforcement is sought. For the avoidance of doubt, notwithstanding the foregoing, the Access Agreement shall remain in full force and effect through the expiration of the Due Diligence Period.

9.8Time. Time is of the essence in the performance of this Agreement.

9.9Confidentiality. Neither Seller nor Purchaser will release or cause or permit to be released any press notices, or publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the identity of the Purchaser or the terms, conditions or substance of this Agreement without first obtaining the written consent of the other party. The foregoing shall not preclude either party from discussing the substance or any relevant details of such transaction with any of its attorneys, accountants, professional consultants, lenders, partners, investors, or any prospective lender, partner or investor, as the case may be, or prevent either party hereto, from complying with laws, rules, regulations and court orders, including without limitation, governmental regulatory, disclosure, tax and reporting requirements. In addition to any other remedies available to a party,

18

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each party shall have the right to seek equitable relief, including without limitation injunctive relief or specific performance, against the other party in order to enforce the provisions of this Paragraph 9.10.

9.10Attorneys’ Fees. Should either party employ attorneys to enforce any of the provisions hereof, the party against whom any final judgment is entered agrees to pay the prevailing party all reasonable costs, charges, and expenses, including reasonable attorneys’ fees, expended or incurred by the prevailing party in connection therewith.

9.11Notices. All notices required or permitted hereunder shall be in writing and shall be served on the parties at the addresses set forth in Paragraph 1.1. Any such notices shall be either (a) sent by overnight delivery using a nationally recognized overnight courier, in which case notice shall be deemed delivered one business day after deposit with such courier, (b) sent by electronic mail or facsimile transmission, in which case notice shall be deemed delivered upon transmission of such notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. A party’s address may be changed by written notice to the other party; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. The attorney for a party has the authority to send notices on behalf of such party.

9.12Calculation of Time Periods. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included at, unless such last day is a Saturday, Sunday or legal holiday for national banks in the location where the Property is located, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday. The last day of any period of time described herein shall be deemed to end at 6 p.m. Chicago, Illinois time.

9.13Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Agreement. To facilitate execution of this Agreement, the parties may execute and exchange by telephone facsimile counterparts of the signature pages.

9.14Exclusivity. From and after the Effective Date, Seller shall not market, negotiate or otherwise make the Property (or indirect interests therein) available for sale or exchange and in no event shall Seller consider or negotiate any letters of intent, contracts or similar agreements.

9.15Assignment. Purchaser shall have a one (1) time right prior to the Closing to assign Purchaser’s rights in this Agreement to one or more affiliates of Purchaser so long as (i) Purchaser notifies Seller of such assignment, (ii) Seller approves of the form of the assignment (such approval to be in a commercially reasonable manner) and (iii) Purchaser delivers a copy of the assignment agreement between Purchaser and the assignee(s).

[SIGNATURE PAGES FOLLOW]

19

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written below.

<br><br><br><br><br><br>Dated: SELLERS:<br><br><br><br><br><br>SE COLUMBUS MM, LLC,<br><br><br>a Delaware limited liability company<br><br><br><br><br><br><br><br><br>By:<br><br><br>Name: Matt McCulloch<br><br><br>Its: Authorized Signatory
<br><br><br><br><br><br>Dated: SE COLUMBUS SM-1, LLC,<br><br><br>a Delaware limited liability company<br><br><br><br><br><br><br><br><br>By:<br><br><br>Name: Matt McCulloch<br><br><br>Its: Authorized Signatory
<br><br><br><br><br><br>Dated: SE COLUMBUS SM-2, LLC,<br><br><br>a Delaware limited liability company<br><br><br><br><br><br><br><br><br>By:<br><br><br>Name: Matt McCulloch<br><br><br>Its: Authorized Signatory
<br><br><br><br><br><br>Dated: SE COLUMBUS SM-3, LLC,<br><br><br>a Delaware limited liability company<br><br><br><br><br><br><br><br><br>By:<br><br><br>Name: Matt McCulloch<br><br><br>Its: Authorized Signatory

[Signature Page to Agreement of Purchase and Sale]

AmericasActive:17009577.1

<br><br><br><br><br><br>Dated: SE COLUMBUS SM-4, LLC,<br><br><br>a Delaware limited liability company<br><br><br><br><br><br><br><br><br>By:<br><br><br>Name: Matt McCulloch<br><br><br>Its: Authorized Signatory
<br><br><br><br><br><br>Dated: SE COLUMBUS SM-5, LLC,<br><br><br>a Delaware limited liability company<br><br><br><br><br><br><br><br><br>By:<br><br><br>Name: Matt McCulloch<br><br><br>Its: Authorized Signatory
<br><br><br><br><br><br>Dated: SE COLUMBUS SM-6, LLC,<br><br><br>a Delaware limited liability company<br><br><br><br><br><br><br><br><br>By:<br><br><br>Name: Matt McCulloch<br><br><br>Its: Authorized Signatory

[Signature Page to Agreement of Purchase and Sale]

AmericasActive:17009577.1

<br><br><br>Dated: PURCHASER:<br><br><br><br><br><br>CIFM ACQUISITIONS, LLC,<br><br><br>a Delaware limited liability company<br><br><br><br><br><br><br><br><br><br><br><br>By:<br><br><br>Name: Christopher Milner<br><br><br>Title: President

[Signature Page to Agreement of Purchase and Sale]

AmericasActive:17009577.1

SCHEDULE 1.1

SE COLUMBUS MM, LLC

SE COLUMBUS SM-1, LLC

SE COLUMBUS SM-2, LLC

SE COLUMBUS SM-3, LLC

SE COLUMBUS SM-4, LLC

SE COLUMBUS SM-5, LLC

SE COLUMBUS SM-6, LLC

each a Delaware limited liability company

AmericasActive:17009422.1

EXHIBIT A

LEGAL DESCRIPTION OF REAL PROPERTY

AmericasActive:17009422.1

ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE

THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE (this “Assignment”) is made as of the 1^st^ day of March, 2022 by and between CFIM ACQUISITIONS, LLC, a Delaware limited liability company (the “Assignor”) and 5303 FISHER ROAD OWNER, LLC, a Delaware limited liability company (the “Assignee”).

WITNESSETH:

WHEREAS, Assignor has entered into a Agreement of Purchase and Sale between SM COLUMBUS AM, LLC, a Delaware limited liability company, on behalf of the entities listed on Schedule 1 attached hereto (the “Seller”), as seller, and Assignor, as purchaser, dated as of February 15, 2022, as amended by that certain First Amendment to Agreement of Purchase and Sale dated as of February 25, 2022, by and between Seller and Assignor (collectively, the “Agreement”), pursuant to which Seller has agreed to sell to Assignor all right, title and interest in and to the Property (as defined in the Agreement), in consideration of the payment of the Purchase Price (as defined in the Agreement).

WHEREAS, Assignor wishes to assign to Assignee all of its right, title and interest in and to the Agreement and the Earnest Money (as defined in the Agreement) pursuant to the provisions hereof.

NOW THEREFORE, in consideration of the mutual agreements and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Capitalized terms used but not defined herein shall have the meanings provided in the Agreement.
2. Assignor hereby conveys, assigns, transfers and conveys to Assignee all of its right, title and interest in and to the Agreement and the Earnest Money.
--- ---
3. Assignee hereby accepts the foregoing assignment and hereby assumes and agrees to fulfill, perform and discharge all of the various commitments, obligations and liabilities of Assignor under the Agreement.
--- ---
4. The foregoing assignment is made without representation or warranty, express or implied.
--- ---
5. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
--- ---
6. This Assignment and the construction and enforcement thereof shall be governed in all respects by the laws of the State of Ohio.
--- ---

AmericasActive:17009422.1

7. This Assignment contains the entire agreement between the parties with respect to the matters addressed herein and supersedes any prior agreements or understandings.
8. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, administrators, legal representatives, successors and permitted assigns. If any provision of this Assignment or any portion thereof shall be invalid or unenforceable under applicable law, such part shall be ineffective only to the extent of such invalidity or unenforceability, without in any way affecting the remaining parts of such provision or other remaining provisions. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. This Assignment may be executed by electronic signature. Any electronic signature shall be treated as an original signature of all purposes.
--- ---

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the undersigned parties have executed this Assignment on the first date above written.

ASSIGNOR:

CIFM ACQUISITIONS, LLC,

a Delaware limited liability company

By:

Name: Christopher Milner

Title: President

ASSIGNEE:

5303 FISHER ROAD OWNER, LLC,

a Delaware limited liability company

By:

Name:Christopher Milner

Title:President

[Signature Page to Assignment and Assumption of Agreement of Purchase and Sale]

AmericasActive:17009422.1

SCHEDULE 1

SELLER ENTITIES

SE COLUMBUS MM, LLC

SE COLUMBUS SM-1, LLC

SE COLUMBUS SM-2, LLC

SE COLUMBUS SM-3, LLC

SE COLUMBUS SM-4, LLC

SE COLUMBUS SM-5, LLC

SE COLUMBUS SM-6, LLC,

each a Delaware limited liability company

AmericasActive:17009502.1

FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE dated as of February 25, 2022 (this “Amendment”), is made by and between SE COLUMBUS AM, LLC, a Delaware limited liability company, on behalf of the entities listed on Schedule 1 attached hereto (collectively, “Seller”) and CIFM ACQUISITIONS, LLC, a Delaware limited liability company (together with its permitted successors and/or assigns, “Purchaser”).

RECITALS

WHEREAS, Seller and Purchaser entered into that certain Agreement of Purchase and Sale, dated as of February 15, 2022 (the “Agreement”), pursuant to which Seller has agreed to sell to Purchaser certain property as more particularly described in the Agreement.

WHEREAS, Seller and Purchaser desire to amend the Agreement as set forth in this Amendment.

NOW THEREFORE, in consideration of the covenants, agreements, representations and warranties set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant, agree, represent and warrant as follows:

1.Definitions. Unless defined in this Amendment, all capitalized terms used in this Amendment shall have the meanings ascribed to them in the Agreement.

2.Amendments to Agreement. Effective as of the date of this Amendment, the Agreement is amended as follows:

(a)Section 4.1 of the Agreement is hereby amended to add the following as a new clause (i) thereto:

(i)“Concrete Slab Repair Work. Seller shall, as soon as is reasonably practicable and at Seller’s sole cost and expense, which has been reimbursed by Tenant through the 2021 CAM estimated payments (and subject to further reconciliation if needed), cause the completion of the construction or renovation work at the Property described and listed on Schedule 2.1 (the “Concrete Repair Work”) and shall complete all necessary filings and procure all necessary inspections and sign-offs, to the extent required, to obtain any certificates of completion or certificate of compliance (“Required Certificates”). If the Concrete Repair Work has not been completed and any Required Certificates have not been issued by Closing, then Seller shall continue to diligently prosecute the Concrete Repair Work following the Closing to completion and issuance of any Required Certificates. Purchaser agrees to cooperate with Seller in all reasonable respects (at Seller’s cost) with respect to completion of the Concrete Repair Work and issuance of any Required Certificates. If the Concrete Repair Work has not been completed by Closing, Seller shall maintain the types and amounts of insurance coverage set forth in this Agreement and shall name Purchaser as an additional insured under the underlying insurance policies until the Concrete Repair Work is completed. Seller shall perform the

AmericasActive:17009502.1

Concrete Repair Work in accordance and in compliance with all applicable laws, rules and regulations. In the event of any damage to the Property caused by Seller or its agents, employees or representatives, Seller shall indemnify against and hold Purchaser harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages or injuries arising out of or resulting from the Concrete Repair Work; provided, however, in no event shall Seller be liable for, and any such indemnity from Seller will not include any claims to the extent caused by, (i) pre-existing conditions (except to the extent exacerbated by the negligence of Seller or Seller’s agents) and/or (ii) the fraud, negligence or willful misconduct of Purchaser or any of Purchaser’s members, employees, licensees, contractors, agents and invitees. The provisions of Section 4.1(i) shall survive the Closing or earlier termination of this Agreement.”

(b)Exhibit A attached hereto shall be added as Schedule 2.1 of the Agreement.

3.Purchaser’s Waiver of Due Diligence. Purchaser hereby waives its right of termination pursuant to Section 2.2 of the Agreement and acknowledges that the Earnest Money shall be non-refundable, except as otherwise provided in Section 8.2 of the Agreement.

4.Ratification. Except as modified by this Amendment, the Agreement is hereby ratified and confirmed as being in full force and effect by the parties hereto. Except as amended herein, the Agreement shall remain unmodified and shall remain in full force and effect.

5.No Impairment. This Amendment shall become a part of the Agreement by reference and nothing herein contained shall waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Agreement except as herein amended, nor affect or impair any rights, powers or remedies under the Agreement as hereby amended.

6.Notices. All notices, demands, consents, or requests which are either required or desired to be given or furnished hereunder shall be sent and shall be effective in the manner set forth in the Agreement.

7.Miscellaneous.

(a)The provisions of this Amendment shall be binding upon Seller and Purchaser, and their respective successors and assigns.

(b)Neither this Amendment nor any provision hereof may be changed, waived or terminated orally, but only by an instrument in writing signed by Seller and Purchaser.

(c)If any of the provisions of this Amendment, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Amendment, or the application of such provision or provisions to persons or circumstances other than those to whom or which it is held invalid or unenforceable, shall not be affected thereby and every provision of this Amendment shall be valid and enforceable to the fullest extent permitted by law.

(d)This Amendment may be executed in any number of counterparts and by different parties to this Amendment on separate counterparts, each of which, when so executed,

AmericasActive:17009502.1

shall be deemed an original but all such counterparts shall constitute one and the same instrument.  Any signature delivered by a party by facsimile, email or other electronic transmission shall be deemed to be an original signature to this Amendment.

[NO FURTHER TEXT ON THIS PAGE; SIGNATURE PAGE FOLLOWS]

AmericasActive:17009502.1

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day and year first above written.

SELLER:

SE COLUMBUS MM, LLC,

a Delaware limited liability company

By:

Name: Matt McCulloch

Its: Authorized Signatory

SE COLUMBUS SM-1, LLC,

a Delaware limited liability company

By:

Name: Matt McCulloch

Its: Authorized Signatory

SE COLUMBUS SM-2, LLC,

a Delaware limited liability company

By:

Name: Matt McCulloch

Its: Authorized Signatory

SE COLUMBUS SM-3, LLC,

a Delaware limited liability company

By:

Name: Matt McCulloch

Its: Authorized Signatory

[Signature Page to First Amendment to Agreement of Purchase and Sale – Mars Petcare]

AmericasActive:17009502.1

SE COLUMBUS SM-4, LLC, a Delaware limited liability company

By:

Name: Matt McCulloch

Its: Authorized Signatory

SE COLUMBUS SM-5 LLC, a Delaware limited liability company

By:

Name: Matt McCulloch

Its: Authorized Signatory

SE COLUMBUS SM-6, LLC, a Delaware limited liability company

By:

Name: Matt McCulloch

Its: Authorized Signatory

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

[Signature Page to First Amendment to Agreement of Purchase and Sale – Mars Petcare]

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PURCHASER:

CIFM ACQUISITIONS, LLC,

a Delaware limited liability company

By:

Name: Chris Milner

Title: Authorized Signatory

[Signature Page to First Amendment to Agreement of Purchase and Sale – Mars Petcare]

AmericasActive:17009502.1

EXHIBIT A

CONCRETE REPAIR WORK

AmericasActive:17009502.1

SCHEDULE 1

SELLER ENTITIES

SE COLUMBUS MM, LLC

SE COLUMBUS SM-1, LLC

SE COLUMBUS SM-2, LLC

SE COLUMBUS SM-3, LLC

SE COLUMBUS SM-4, LLC

SE COLUMBUS SM-5, LLC

SE COLUMBUS SM-6, LLC

each a Delaware limited liability company

AmericasActive:17009577.1

cfit-ex311_9.htm

Exhibit 31.1

CERTIFICATION

PURSUANT TO 17 CFR 240.13a-14

PROMULGATED UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Howard W. Lutnick, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cantor Fitzgerald Income Trust, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
--- ---
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
--- ---
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
--- ---
May 16, 2022 /s/ Howard W. Lutnick
--- ---
Howard W. Lutnick<br><br><br>Chief Executive Officer<br><br><br>(Principal Executive Officer)

[Exhibit 31.1 to Cantor Fitzgerald Income Trust, Inc.’s 10-Q for the Quarter Ended March 31, 2022]

cfit-ex312_8.htm

Exhibit 31.2

CERTIFICATION

PURSUANT TO SECTION 17 CFR 240.13a-14

PROMULGATED UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John C. Griffin, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cantor Fitzgerald Income Trust, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
--- ---
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
--- ---
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
--- ---
May 16, 2022 /s/ John C. Griffin
--- ---
John C. Griffin<br><br><br>Chief Financial Officer<br><br><br>(Principal Financial Officer and Treasurer)

[Exhibit 31.2 to Cantor Fitzgerald Income Trust, Inc’s 10-Q for the Quarter Ended March 31, 2022]

cfit-ex32_6.htm

Exhibit 32

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Principal Executive Officer

In connection with the Quarterly Report on Form 10-Q of Cantor Fitzgerald Income Trust, Inc. (the “Company”) for the period ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Howard W. Lutnick, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
--- ---
May 16, 2022 /s/ Howard W. Lutnick
--- ---
Howard W. Lutnick<br><br><br>Chief Executive Officer<br><br><br>(Principal Executive Officer)

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Certification of Principal Financial Officer

In connection with the Quarterly Report on Form 10-Q of Cantor Fitzgerald Income Trust, Inc. (the “Company”) for the period ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John C. Griffin, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
--- ---
May 16, 2022 /s/ John C. Griffin
--- ---
John C. Griffin<br><br><br>Chief Financial Officer<br><br><br>(Principal Financial Officer and Treasurer)

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

[Exhibit 32 to Cantor Fitzgerald Income Trust, Inc.’s 10-Q for the Quarter Ended March 31, 2022]

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