8-K

UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549

FORM 8-KCURRENT REPORT

Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2020

INLANDREAL ESTATE INCOME TRUST, INC.(Exact Name of Registrant as Specified in its Charter)

Maryland<br><br>(State or Other Jurisdiction of Incorporation)	000-55146<br><br>(Commission File Number)	45-3079597<br><br>(IRS Employer Identification No.)
2901 Butterfield RoadOak Brook, Illinois 60523(Address of Principal Executive Offices)
(630) 218-8000<br><br>(Registrant’s Telephone Number, Including Area Code)
N/A<br><br>(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. [  ]

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Item 2.02	Results of Operations and Financial Condition

The information in Item 7.01 is incorporated by reference into this Item 2.02 and is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such act, nor shall any of such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01          RegulationFD Disclosure.

Correspondence with Financial Advisors and Broker Dealers

Furnished as Exhibit 99.1 to this Current Report, and incorporated by reference in this Item 7.01, is the text of a correspondence, including frequently asked questions, from Inland Real Estate Income Trust, Inc. (“we” or the “Company”) to financial advisors and broker dealers who participated in the Company’s public offering, notifying them that the board of directors of the Company (the “Board”), including all the independent members of the Board, unanimously approved: (i) $18.15 as the estimated per share net asset value (the “Estimated Per Share NAV”) of the Company’s common stock as of December 31, 2019; (ii) $18.15 per share as the purchase price of shares issued under the Company’s amended and restated distribution reinvestment plan (the “DRP”) beginning with the first quarter distribution payment to stockholders to be paid in April 2020, and (iii) that, in accordance with the Company’s new Third Amended and Restated Share Repurchase Program effective April 10, 2020 (the “Third SRP”), both ordinary repurchases and repurchases for death or qualifying disability will be at 80% of $18.15, or $14.52 per share, as further described below under Item 8.01.

Furnished as Exhibit 99.2 to this Current Report, and incorporated by reference in this Item 7.01, is a copy of a press release issued by the Company on March 5, 2020 announcing the Estimated Per Share NAV.

Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information contained in this Item 7.01, including Exhibits 99.1 and 99.2 and the information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such act, nor shall any of such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

By furnishing the information contained in this Item 7.01 disclosure, including Exhibits 99.1 and 99.2, the Company makes no admission as to the materiality of such information.

Item 8.01	Other Events.

Determination of Estimated Per Share NAV and Amendmentand Restatement of Share Repurchase Program

Background and Conclusion of Estimated Per Share NAV

The Company announces that its Board has determined the Estimated Per Share NAV of its common stock and is providing such information to its stockholders and to members of the Financial Industry Regulatory Authority (“FINRA”) and their associated persons who participated in the Company’s public offering in order to assist them in meeting their customer account statement reporting obligations under the National Association of Securities Dealers Conduct Rule 2340.

To assist the Board in establishing the Estimated Per Share NAV, the Company engaged CBRE Capital Advisors, Inc., a FINRA registered broker dealer firm that specializes in providing real estate financial services (“CBRE Cap”). CBRE Cap provided an analysis of the Company’s assets and liabilities (including individual property-level analyses), all of which was used to estimate a range of Estimated Per Share NAVs. The engagement of CBRE Cap was based on a number of factors, including CBRE Cap’s expertise in valuation services and its, and its affiliates’, breadth and depth of experience in real estate services. CBRE Cap engaged CBRE, Inc.’s Valuation & Advisory Services group, an affiliate of CBRE Cap that conducts appraisals and valuations of real properties (the “MAI Appraisals”), to perform cash flow projections and unlevered, ten-year discounted cash flow analyses from restricted-use appraisals for each of the Company’s wholly-owned operating assets as of December 31, 2019 (the “Valuation Date”). Based on the MAI Appraisals, the Company’s filings with the SEC and financial materials and other guidance provided by IREIT Business Manager & Advisor, Inc., the Company’s business manager and advisor (the “Business Manager”), to CBRE Cap, CBRE Cap developed a valuation analysis of the Company’s assets and liabilities and provided that analysis to the Board in a report presented on March 3, 2020 that contained, among other information, a range of per share net asset values for the Company’s common stock as of the Valuation Date (the “Valuation Report”). There have been no changes between December 31, 2019 and the date of the Valuation Report that the Business Manager believes would materially impact the overall Estimated Per Share NAV as of December 31, 2019, and CBRE Cap’s analysis did not cover that period.

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The Board reviewed the Valuation Report, met telephonically with representatives from CBRE Cap and considered the material assumptions and valuation methodologies applied and described therein. Taking into consideration the reasonableness of the valuation methodologies, assumptions, and the conclusions contained in the Valuation Report, on March 3, 2020, the Board unanimously determined the Company’s total estimated net asset value to be approximately $649.8 million, or $18.15 per share, based on a share count of approximately 35.8 million shares issued and outstanding as of the Valuation Date. The Valuation Report contained a range for the Company’s Estimated Per Share NAV of $17.88 to $20.00. The mid-point of the range of values provided by CBRE Cap was $18.94. The Estimated Per Share NAV of $18.15 is lower than the mid-point of the range. While the Company’s portfolio is stabilized with an economic occupancy of 94.4%, the Board observed that retail real estate continues to experience volatility as a result of, among other things, shifting consumer shopping preferences and Internet competition.  Approximately 39% of annualized base rent for leases in-place as of December 31, 2019 is generated from non-grocery big box retailers, a retail sector the Business Manager believes is currently impacted relatively more than certain other retail sectors by shifting consumer preferences and Internet competition and, as a result, is experiencing price dislocation. Given these factors, as well as the volatility in the equity markets, the Board selected an Estimated Per Share NAV lower than the mid-point of the range of values provided by CBRE Cap.

The Board’s determination of the Estimated Per Share NAV was undertaken in accordance with the Company’s valuation policy and the recommendations and methodologies of the Institute for Portfolio Alternatives (formerly known as the Investment Program Association), a trade association for non-listed direct investment vehicles (“IPA”), as set forth in IPA Practice Guideline 2013-01 “Valuations of Publicly Registered Non-Listed REITs” (the “IPA Practice Guideline”). In accordance with the valuation policy and the IPA Practice Guideline, the Estimated Per Share NAV excludes any value adjustments due to the size and diversification of the Company’s portfolio of assets.

The Estimated Per Share NAV represents a snapshot in time, will likely change over time, and may not represent the amount a stockholder would receive now or in the future for his or her shares of the Company’s common stock. Stockholders should not rely on the Estimated Per Share NAV in making a decision to buy or sell shares of our common stock. The Estimated Per Share NAV is based on a number of assumptions, estimates and data that are inherently imprecise and susceptible to uncertainty and changes in circumstances, including changes to the value of individual assets as well as changes and developments in the real estate and capital markets, for example, market changes and developments that may result from the spread and effects of the coronavirus (COVID-19), changes in interest rates, and changes in the composition of the Company’s portfolio. Please see “Valuation Methodologies,” and “Additional Information Regarding the Valuation, Limitations of the Estimated Per Share NAV and CBRE Cap” in this Current Report, below.

The Board, including all of the Board’s independent members, and not CBRE Cap, is ultimately and solely responsible for the determination of the Estimated Per Share NAV. The Company currently expects to publish an updated Estimated Per Share NAV on at least an annual basis.

Valuation Methodologies

As of the Valuation Date, the Company’s real estate portfolio was comprised of 47 retail properties, totaling approximately 6.8 million square feet. The weighted average period of time that the Company has owned the properties is 4.7 years as of the Valuation Date.

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To estimate our per share value, CBRE Cap utilized the “net asset value” or “NAV” method, also known as the appraised value methodology, which is based on the fair value of real estate, real estate related investments and all other assets, less the fair value of total liabilities. The fair value estimate of our real estate assets is equal to the sum of their individual real estate values. Generally, CBRE Cap estimated the value of the Company’s real estate assets using several methodologies, including a discounted cash flow, or “DCF,” of projected net operating income, less lease-up discounts and deferred maintenance, as appropriate, for each property, for the ten-year period ending December 31, 2029, and applied a discount rate that it believed was consistent with the inherent level of risk associated with the asset. The other methodologies considered consisted of the “direct cap rate” and “sales comparison” approaches. CBRE Cap believed use of the DCF approach was more appropriate because of the large percentage of multi-tenant assets owned by the Company. The estimated value of the Company’s real estate assets reflects an overall decrease of 4.9% compared to the Company’s original cost of the real estate assets plus any capital expenditures invested in those real estate assets by the Company through December 31, 2019. For all other (non-real estate) assets, such as other current assets, fair value was determined separately based on book value. The Business Manager determined the fair market value of the Company’s debt by comparing current market interest rates to the contract rates on the Company’s long-term debt and discounting to present value the difference in future payments. The fair market value of the Company’s debt was reviewed by CBRE, Inc.’s Valuation & Advisory Services group for reasonableness and utilized in the Valuation Report. The estimated value of the incentive fee payable to the Business Manager is equal to 10% of the amount by which the value of the Company’s shares, plus distributions paid, exceeds a return of stockholders’ capital plus a 7% cumulative, pre-tax, non-compounded return to the stockholders. CBRE Cap determined that no incentive fee would be payable under a hypothetical liquidation occurring within the range of values provided in the Valuation Report. CBRE Cap determined NAV in a manner consistent with the definition of fair value under U.S. generally accepted accounting principles set forth in FASB’s Topic ASC 820, Fair ValueMeasurements and Disclosures.

Net asset value per share was estimated by subtracting the fair value of our total liabilities from the fair value of our total assets and dividing the result by the number of common shares outstanding as of the Valuation Date. CBRE Cap created a valuation range by first establishing a discount rate and terminal capitalization rate for each real estate asset. CBRE Cap then applied a discount rate and terminal capitalization rate sensitivity analysis by varying the discount rate and terminal capitalization rate of each real estate asset by 2.5% in either direction, which represents an approximate 5% sensitivity on the discount rates and terminal capitalization rates, resulting in a value range equal to $17.88 to $20.00 per share. The mid-point in that range was $18.94. Discount rates and terminal capitalization rates were sourced from the MAI Appraisals and varied by location, asset quality and supply and demand metrics. The Estimated Per Share NAV determined by the Board of $18.15 assumes a weighted average discount rate equal to 7.88% and a weighted average terminal capitalization rate of 7.22%.

The terminal capitalization rate and discount rate have a significant impact on the estimated value under the net asset value method. The following chart presents the impact of changes to the Estimated Per Share NAV based on variations in the terminal capitalization rate and discount rate within the range of values determined by CBRE Cap.

	Range of Value and Rate
	Low			Estimated<br> Value			Mid-point			High
Share Price	$	17.88		$	18.15		$	18.94		$	20.00
Terminal Capitalization<br> Rate		7.24	%		7.22	%		7.09	%		6.89	%
Discount Rate		7.93	%		7.88	%		7.73	%		7.54	%

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The following table summarizes the individual components presented to the Board to estimate per share values as of the dates presented. All share information reflects the 1-for-2.5 reverse stock split effected by the Company on January 16, 2018 (the “Stock Split”).

	Per Share as of<br><br> <br>December 31, 2019		Per Share as of<br><br> <br>December 31, 2018
Real Estate Assets	$	38.13	$	40.33
Cash and Other Assets, Net of Other Liabilities^(1)^		(0.72)		(0.13)
Fair Market Value of Debt^(2)^		(19.26)		(20.08)
Estimated Per Share NAV	$	18.15	$	20.12
(1)	Includes the following items based on book value: (i) cash and cash equivalents; (ii) accounts<br>and rent receivables; (iii) other assets; (iv) accounts payable and accrued expenses; (v) distributions payable; (vi) due to related<br>parties and (vii) other liabilities
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(2)	Comprised of mortgage loans and credit facility payable, as adjusted for fair market value.
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The primary factors that impacted the Board’s determination of the Company’s Estimated Per Share NAV as compared to the Company’s prior NAV determination as of December 31, 2018 were (i) a decrease in the value of the real estate assets due to the sale of twelve assets, higher terminal capitalization rates, and higher discount rates applied to certain assets and a decrease in rents at certain properties, (ii) a decrease in cash and other assets, net of other liabilities, as a result of a decrease in the cash balance, a decrease in the fair value of derivatives due to a decrease in interest rates, an increase in the liability of due to related parties due to timing of payments, slightly offset by a decrease in the share repurchase program liability (iii) a decrease in the fair market value of debt from paying down mortgages payable and reducing the line of credit balance outstanding with cash and proceeds from the sale of assets partially offset by an increase in the fair market value of debt due to a decrease in market interest rates.

New Purchase Price under the Distribution ReinvestmentPlan

Pursuant to the DRP, the price per share for shares of common stock purchased under the DRP is equal to the estimated value of a share, as determined by the Board and reported by the Company from time to time, until the shares become listed for trading, if a listing occurs, assuming that the DRP has not been terminated or suspended in connection with such listing. Accordingly, under the DRP, based on the Estimated Per Share NAV, distributions may be reinvested in shares of our common stock at a price equal to $18.15 per share, beginning with the first quarter distribution payment to stockholders to be paid in April 2020 until we announce a new Estimated Per Share NAV.

Amendment and Restatement of Share Repurchase Programand New Purchase Price

On March 3, 2020, the Board amended and restated the Company’s share repurchase program, which will be effective on April 10, 2020 (the Third Amended and Restated Share Repurchase Program or “Third SRP”). In making the decision to change the price for repurchases of shares requested following a stockholder’s death or qualifying disability (“Exceptional Repurchases”), the Board considered the Company’s strategic initiatives and believes that this change will permit the Company to preserve and deploy capital, positioning us to achieve our objective of maximizing stockholder value over the long term.

The Company repurchases shares within 15 calendar days following the end of each calendar quarter, subject to the terms and limitations contained in the Third SRP. Under the Third SRP, Exceptional Repurchases will be made at 80% of the share price. Prior to the adoption of the Third SRP, the Company was authorized to make Exceptional Repurchases at 100% of the share price. Under the Third SRP, we may also continue to repurchase shares at 80% of the share price from stockholders who have owned shares for at least one year (“Ordinary Repurchases”). The order of priority in fulfilling repurchase requests has not changed under the Third SRP. If either or both of the repurchase limitations in the Third SRP prevent the Company from repurchasing all of the shares offered for repurchase during a calendar quarter, the Company will continue to fulfill requests for Exceptional Repurchases before making any Ordinary Repurchases.

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Under the Third SRP, the “share price” continues to be defined as an amount equal to the lesser of: (A) $25 (unless the shares were purchased at a discount from that price, and then that purchase price, as adjusted for the Stock Split), reduced by any distributions of net sale proceeds that we designate as constituting a return of capital; or (B) the most recently disclosed estimated value per share. Accordingly, under the Third SRP, beginning with repurchases in April 2020 the “share price” will be equal to $18.15 per share until we announce a new Estimated Per Share NAV, and Exceptional Repurchases and Ordinary Repurchases will be made at $14.52 per share.

Following this publication of the Estimated Per Share NAV, each stockholder that has previously submitted a repurchase request that has not yet been accepted must submit an acknowledgement confirming that the stockholder wishes to maintain his, her or its repurchase request. A copy of the acknowledgement form will be mailed to each applicable stockholder. If the Company does not receive a properly completed acknowledgement prior to April 5, 2020, pursuant to the terms of the acknowledgement form, the Company will deem the requesting party to have withdrawn his, her or its repurchase request.

The description of the Third SRP in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Third SRP attached hereto as Exhibit 4.1 and incorporated herein by reference.

Additional Information Regarding the Valuation, Limitationsof the Estimated Per Share NAV and CBRE Cap

Throughout the valuation process, Board members and the Business Manager, including senior members of management, reviewed, confirmed and approved the processes and methodologies used by CBRE Cap and their consistency with real estate industry standards and best practices.

The Valuation Report was based upon market, economic, financial and other information, circumstances and conditions existing as of the Valuation Date and any material change in such information, circumstances or conditions since the Valuation Date may have a material effect on the Estimated Per Share NAV. CBRE Cap’s valuation materials were addressed solely to the Company to assist the Board in establishing the Estimated Per Share NAV. CBRE Cap’s valuation materials were not addressed to the public and should not be relied upon by any other person to establish an estimated value of the Company’s common stock. The Valuation Report does not constitute a recommendation by CBRE Cap to purchase or sell any shares of the Company’s common stock and should not be represented as such.

Although CBRE Cap reviewed the information provided by the Company and the Business Manager for reasonableness, and utilized some of the information in its valuation analyses, CBRE Cap and its affiliates are not responsible for the accuracy of the information provided to it by the Company and the Business Manager. Neither CBRE Cap nor any of its affiliates, including CBRE, Inc.’s Valuation & Advisory Services group, is responsible for the Board’s determination of the Estimated Per Share NAV, the Board’s determination of the repurchase price for shares under the Company’s SRP or the Board’s determination of the purchase price for shares under the Company’s DRP.

With respect to financial forecasts and other information and data provided to or otherwise reviewed by or discussed with CBRE Cap, CBRE Cap assumed that such forecasts and other information and data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments (including subjective judgments) of management of the Company, and relied upon the Company to advise CBRE Cap promptly if any information previously provided became inaccurate or was required to be updated during its review. CBRE Cap assumes no obligation to update or otherwise revise these materials. In connection with its work in preparing valuation materials, CBRE Cap did not, and it was not requested to, solicit third party indications of interest for the Company.

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In performing its analyses, CBRE Cap made numerous assumptions as of various points in time with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are necessarily subject to change and beyond the control of CBRE Cap and the Company. The analyses performed by CBRE Cap are not necessarily indicative of actual values, trading values or actual future results of the Company’s common stock that might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. The analyses do not purport to be appraisals or to reflect the prices at which the properties may actually be sold, and such estimates are inherently subject to uncertainty. The actual value of the Company’s common stock may vary significantly depending on numerous factors that generally impact the price of securities, the financial condition of the Company and the state of the real estate industry more generally. Accordingly, with respect to the Estimated Per Share NAV, neither the Company nor CBRE Cap can give any assurance that:

•	a stockholder would be able to resell his or her shares at the Estimated Per Share NAV;
•	a stockholder would ultimately realize distributions per share equal to the Estimated Per Share<br>NAV upon liquidation of the Company’s assets and settlement of the Company’s liabilities or a sale of the Company;
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•	the Company’s shares would trade at a price equal to or greater than the Estimated Per<br>Share NAV if the Company listed them on a national securities exchange;
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•	a third party would acquire the Company at a value equal to or greater than the Estimated Per<br>Share NAV; or
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•	the methodology used to estimate the Estimated Per Share NAV would be acceptable to FINRA or<br>under the Employee Retirement Income Security Act of 1974, as amended, for compliance with its reporting requirements.
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In addition, the Estimated Per Share NAV does not reflect “enterprise value” which may include an adjustment for:

•	the large size of our portfolio given that some buyers may be willing to pay more for a large<br>portfolio than they are willing to pay for each property in the portfolio separately;
•	any other intangible value associated with a going concern; or
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•	the possibility that our shares could trade at a premium or a discount to net asset value if<br>we listed our shares on a national securities exchange.
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CBRE Group, Inc. (“CBRE”) is a Fortune 500 and S&P 500 company headquartered in Los Angeles, California and one of the world’s largest commercial real estate services and investment firms (based on 2019 revenue). CBRE Cap, a subsidiary of CBRE, is a FINRA registered broker dealer firm that specializes in providing real estate financial services. CBRE Cap and its affiliates possess substantial experience in the valuation of assets similar to those owned by the Company and regularly undertake the valuation of securities in connection with public offerings, private placements, business combinations and similar transactions. For the preparation of the Valuation Report, the Company paid CBRE Cap a customary fee for services of this nature, no part of which was contingent relating to the provision of services or specific findings. Further, the Company and certain affiliates of the Business Manager have engaged affiliates of CBRE primarily for various real estate-related services, and the Company and the Business Manager anticipate that affiliates of CBRE will continue to provide similar real estate-related services in the future. In addition, the Company has engaged CBRE Cap for the past five years, and currently intends to continue to engage CBRE Cap in the future, to assist the Board in determinations of the Company’s Estimated Per Share NAV. The Company is not affiliated with CBRE, CBRE Cap or any of their affiliates. While the Company and affiliates or related parties of the Business Manager have engaged and may engage CBRE Cap or its affiliates in the future for valuations and commercial real estate-related services of various kinds, the Company believes that there are no material conflicts of interest with respect to the Company’s engagement of CBRE Cap.

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Item 9.01	Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.	Description
4.1	Third Amended and Restated Share Repurchase Program effective April 10, 2020
99.1	Correspondence to Financial Advisors and Broker-Dealers
99.2	Press Release dated March 5, 2020

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements,” which are not historical facts, within the meaning of the Private Securities Litigation Reform Act of 1995. The statements may be identified by terminology such as “may,” “can,” “would,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “seek,” “appear,” or “believe.” Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the uncertainties related to general economic conditions, unforeseen events affecting the real estate industry or particular markets, and other factors detailed under Risk Factors in our most recent Form 10-K as of December 31, 2018 filed on March 20, 2019 and subsequent Form 10-Qs and Form 8-Ks on file with the SEC. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. You should exercise caution when considering forward-looking statements and not place undue reliance on them. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Except as required by federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Current Report on Form 8-K.

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SIGNATURES

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

		INLAND REAL ESTATE INCOME TRUST, INC.
Date:	March 5, 2020	By:	/s/ Catherine L. Lynch
		Name:	Catherine L. Lynch
		Title	Chief Financial Officer

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Exhibit 4.1

INLAND REAL ESTATE INCOME TRUST, INC.

THIRD AMENDED ANDRESTATED SHARE REPURCHASE PROGRAM

The Board of Directors (the “Board”) of Inland Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), has adopted this Third Amended and Restated Share Repurchase Program (this “Repurchase Program”) to permit and authorize the Company to repurchase shares of its common stock, par value $0.001 per share (the “Shares”), subject to the terms, conditions and limitations set forth herein. The terms on which the Company may repurchase Shares may differ between repurchases upon the death or “Qualifying Disability” (as hereinafter defined) of a beneficial owner of Shares (“ExceptionalRepurchases”) and all other repurchases (“Ordinary Repurchases”).

The effective date of this Repurchase Program is April 10, 2020.

1.	Repurchase Price.
(a)	In the case of Ordinary Repurchases and Exceptional Repurchases,<br>the Company is authorized to repurchase Shares from a Requesting Party (as hereinafter defined) at a repurchase price per Share<br>equal to 80.0% of the Share Price (as defined below).
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(b)	As used herein “Share Price” shall mean the lesser<br>of:
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(i)	the offering price of the Shares in the Company’s initial “best<br>efforts” offering, as adjusted for the 1-for-2.5 reverse stock split the Company effected on January 16, 2018 and any subsequent<br>stock split or other combination (collectively, “Stock Splits,” and the offering price after adjusting for Stock<br>Splits, the “Offering Price”); provided, however, that if the Company has sold properties or other assets and<br>has made one or more special distributions to stockholders, designated as such by the Board, of all or a portion of the net proceeds<br>from the sales, the Share Price shall be equal to the Offering Price less the amount of net sale proceeds per Share, that constitute<br>a return of capital, as designated by the Board, distributed to stockholders; provided, further, that in the event the Requesting<br>Party purchased his, her or its Shares from the Company at a price that was less than the Offering Price, including at a discounted<br>price through the DRP, as defined below (the “Reduced Shares”), the Share Price applicable to the Reduced Shares<br>shall be equal to the per Share price paid by the Requesting Party for the Reduced Shares requested to be repurchased (adjusted<br>for Stock Splits); and
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(ii)	the most recently disclosed estimated value per Share, as determined<br>by the Board, the Company’s business manager or another firm that the Company has chosen for that purpose (the “EstimatedValue Per Share”).
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2.	Terms for Ordinary Repurchases. The Company may repurchase<br>Shares, including fractional Shares, as Ordinary Repurchases only if the Requesting Party: (i) has beneficially owned the Shares<br>for which repurchase is sought continuously for at least one (1) year (the “Holding Period”); and (ii) acquired<br>the applicable Shares directly from the Company or received the Shares through a non-cash transaction.  Subject to Section<br>6 hereof, a Requesting Party may elect to participate in this Repurchase Program with respect to all or a designated portion<br>of the Requesting Party’s Shares.  In the event that a Requesting Party is requesting the repurchase of all of his,<br>her or its Shares, the Company may waive the Holding Period for Shares purchased under the Company’s Distribution Reinvestment<br>Plan, as may be amended from time to time (the “DRP”).
3.	Terms for Exceptional Repurchases.
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(a)	Exceptional Repurchase Upon Death. The Company may repurchase<br>Shares, including fractional Shares, as Exceptional Repurchases upon the death of a beneficial owner of Shares (an “Owner”),<br>provided that the Owner: (i) was a natural person, including Shares held by the Owner through a trust, or an IRA or other retirement<br>or profit-sharing plan; and (ii) acquired the Shares directly from the Company or received the Shares through a non-cash transaction. <br>The Company must receive a written request for an Exceptional Repurchase upon death pursuant to Section 8(a) from: (A) the<br>estate of the Owner; (B) the recipient of the Shares through bequest or inheritance, even where the recipient subsequently registered<br>the Shares in his, her or its own name; or (C) in the case of the death of an Owner who purchased Shares and held those Shares<br>through a trust, the beneficiary of the trust, even where the beneficiary subsequently registered the Shares in his, her or its<br>own name, or, with respect to a revocable grantor trust, the trustee of that trust. The Company must, however, receive the written<br>request within one year after the death of the Owner.  Any request not received within the one-year period will not be eligible<br>to be treated as an Exceptional Repurchase, but instead will be treated as an Ordinary Repurchase.  If persons are joint registered<br>holders of Shares, the request to repurchase the Shares may be made if either of the registered holders dies.  For the avoidance<br>of doubt, if the Owner was not a natural person, such as a partnership, corporation or other similar entity, the right to an Exceptional<br>Repurchase upon death does not apply.
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(b)	Exceptional Repurchase Upon Qualifying Disability.  The<br>Company may repurchase Shares, including fractional Shares, as Exceptional Repurchases upon the Qualifying Disability of a Requesting<br>Party, provided that the Requesting Party: (i) is a natural person, including Shares held by the stockholder through a trust, or<br>an IRA or other retirement or profit-sharing plan; and (ii) acquired his, her or its Shares directly from the Company or received<br>the Shares through a non-cash transaction.  The Company must receive a written request for an Exceptional Repurchase upon<br>Qualifying Disability within one year after the determination of disability.  Any request not received within the one-year<br>period will not be eligible to be treated as an Exceptional Repurchase, but instead will be treated as an Ordinary Repurchase. <br>If persons are joint registered holders of Shares, the request to repurchase the Shares may be made if either of the registered<br>holders has a Qualifying Disability.  For the avoidance of doubt, if the Requesting Party is not a natural person, such as<br>a partnership, corporation or other similar entity, the right to an Exceptional Repurchase upon Qualifying Disability does not<br>apply.
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(c)	Definitions.
(i)	As used herein, “Qualifying Disability” shall<br>have the following meaning: the receipt by the Requesting Party of disability benefits from an Applicable Governmental Agency following<br>a determination of the Requesting Party’s disability, arising after the date that the Requesting Party acquired the Shares<br>to be repurchased, made by the Applicable Governmental Agency.  Any determination of disability made by, or any receipt of<br>disability benefits from, a governmental agency other than an Applicable Governmental Agency shall not constitute a Qualifying<br>Disability.
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(ii)	As used herein, “Applicable Governmental Agency”<br>shall have the following meaning:
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(A)	in the case of a Requesting Party who paid Social Security taxes<br>and, therefore, could be eligible to receive Social Security disability benefits, the Social Security Administration or the agency<br>charged with responsibility for administering Social Security disability benefits at that time if other than the Social Security<br>Administration;
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(B)	in the case of a Requesting Party who did not pay Social Security<br>taxes and, therefore, could not be eligible to receive Social Security disability benefits, but who could be eligible to receive<br>disability benefits under the Civil Service Retirement System (the “CSRS”), the U.S. Office of Personnel Management<br>or the agency charged with responsibility for administering CSRS benefits at that time if other than the U.S. Office of Personnel<br>Management; or
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(C)	in the case of a Requesting Party who did not pay Social Security<br>taxes and, therefore, could not be eligible to receive Social Security benefits but suffered a disability that resulted in the<br>Requesting Party’s discharge from military service under conditions that were other than dishonorable and, therefore, could<br>be eligible to receive military disability benefits, the Department of Veterans Affairs or the agency charged with the responsibility<br>for administering military benefits at that time if other than the Department of Veterans Affairs.
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4.	Funding.  The dollar amount of any repurchases by the<br>Company under this Repurchase Program each calendar quarter shall be limited to an amount calculated based on a percentage, which<br>percentage shall be determined in the sole discretion of the Board on a quarterly basis, but shall in no case be less than 50%,<br>of the net proceeds received by the Company from the issuance of Shares pursuant to the DRP during the applicable quarter (the<br>“Funding Limit”); provided that, if, during any calendar quarter, the aggregate amount of net proceeds from<br>the DRP calculated based on the applicable percentage exceeds the aggregate dollar amount of repurchase requests accepted by the<br>Company, including any repurchases under Section 6 hereof, the Company may, but shall not be obligated to, carry over the<br>excess amount to a subsequent calendar quarter or quarters, in which case the Funding Limit for the applicable calendar quarter<br>or quarters shall be increased by the amount of funds carried over.
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5.	Repurchase Limitations.  Notwithstanding anything to<br>the contrary herein, the Company may not at any time repurchase a number of Shares that exceeds five percent (5.0%) of the number<br>of Shares outstanding on December 31 of the previous calendar year as adjusted for Stock Splits (the “5% Limit”).<br>The 5% Limit and the Funding Limit collectively constitute the “Repurchase Limitations”.
6.	Minimum Account Holding. After giving effect to any repurchase<br>by the Company hereunder, a Requesting Party must own Shares having an aggregate Share Price of at least $500 (the “MinimumBalance”). If the Requesting Party would fail to maintain the Minimum Balance after giving effect to any repurchase by<br>the Company, the Company may, in its discretion, repurchase the Requesting Party’s remaining balance of Shares which is less<br>than $500 (the “Remaining Balance”), subject to the 5% Limitation. The Company’s repurchase of the Remaining<br>Balance shall not be subject to the Funding Limit. If repurchasing any Remaining Balance in a particular quarter would cause the<br>Company to exceed the 5% Limit, the Company will not repurchase any Remaining Balance but may carry over the applicable Shares<br>in accordance with Section 7.
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7.	Pro Rata Repurchases.  If either or both of the Repurchase<br>Limitations would prevent the Company from repurchasing all of the Shares submitted for repurchase during a calendar quarter, the<br>Company shall repurchase Shares, on a pro rata basis within each category below, in accordance with the Repurchase Limitations<br>in the following order:
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(a)	first, all Exceptional Repurchases; and
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(b)	second, all Ordinary Repurchases.
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For the avoidance of doubt, the Company shall be permitted to test the Repurchase Limitations against each category and shall repurchase Shares on a pro rata basis only for the first category above that would otherwise cause the Company to exceed either of the Repurchase Limitations. Any Requesting Party whose Ordinary Repurchase request has been partially accepted by the Company in a particular calendar quarter shall have the remainder of his, her or its request included with all new Ordinary Repurchase requests received by the Company in the immediately following calendar quarter, unless the request is withdrawn pursuant to Section 8(d).

8.	General Terms of Repurchase.
(a)	Repurchase Requests.  A stockholder, or, in the case<br>of an Exceptional Repurchase upon the death of an Owner, and any person described in Sections 3(a)(A), (B) or (C)<br>(each such stockholder or person, a “Requesting Party”), may request that the Company repurchase Shares by submitting<br>a repurchase request, in the form provided by the Company, to the Company’s transfer agent, DST Systems, Inc., or any successor<br>entity (“DST”), at the address provided on the form.
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The repurchase request must state the name of the person or entity who beneficially owns, or owned, the Shares and the number of Shares requested to be repurchased.  In the case of a request for an Exceptional Repurchase upon the death of an Owner, the Requesting Party also must include, with the repurchase request, evidence of the death of the Owner (which includes the date of death). In the case of a request for an Exceptional Repurchase upon a Qualifying Disability, the Requesting Party must also include, with the repurchase request: (i) the stockholder’s initial application for disability benefits; and (ii) a Social Security Administration Notice of Award, a U.S. Office of Personnel Management determination of disability under CSRS, a Department of Veterans Affairs record of disability-related discharge or such other documentation issued by an Applicable Governmental Agency that would demonstrate an award of the disability benefit.

To be effective in a particular calendar quarter, DST must receive a repurchase request at least five (5) business days prior to the end of the applicable calendar quarter.

(b)	No Encumbrances.  All Shares requested to be repurchased<br>under this Repurchase Program must (i) be, or in the case of an Exceptional Repurchase upon the death of an Owner, have been, beneficially<br>owned by the stockholder(s) of record making the presentment, or the party presenting the Shares must be authorized to do so by<br>the owner(s) of record of the Shares, and (ii) fully transferable and not be subject to any liens or other encumbrances. <br>In certain cases, the Company may ask the Requesting Party to provide evidence satisfactory to the Company, in its sole discretion,<br>that the Shares requested for repurchase are free from liens and other encumbrances.  If the Company determines that a lien<br>or other encumbrance exists against the Shares, the Company shall have no obligation to repurchase, and shall not repurchase, any<br>of the Shares subject to the lien or other encumbrance.
(c)	Time of Repurchase.  The Company shall determine the<br>number of Shares the Company will repurchase, if any, and shall make repurchases of Shares the Company accepts pursuant to this<br>Repurchase Program within fifteen (15) calendar days following the end of each calendar quarter or any other business day that<br>may be established by the Board (the “Repurchase Date”).  As soon as reasonably practicable following the<br>Repurchase Date, the Company shall send to the applicable Requesting Party all cash proceeds resulting from repurchase.
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(d)	Withdrawal of Repurchase Request.  In the event a Requesting<br>Party wishes to withdraw his, her or its repurchase request to have Shares repurchased under this Repurchase Program, the Requesting<br>Party shall provide the Company with a written request of withdrawal and the Company will not repurchase Shares so long as the<br>Company receives the written request of withdrawal at least five (5) business days prior to the end of the applicable calendar<br>quarter; provided, however, that each Requesting Party must submit an acknowledgment annually following the publication of the<br>Estimated Value Per Share acknowledging the Estimated Value Per Share and asserting that the Requesting Party wishes to maintain<br>his, her or its repurchase request. The Requesting Party shall submit the acknowledgement pursuant to the terms of an acknowledgement<br>form to be provided by the Company to each applicable Requesting Party. If the Company does not receive a properly completed acknowledgement<br>pursuant to the terms of the acknowledgement form prior to the Repurchase Date, the Company will deem the Requesting Party to have<br>withdrawn his, her or its repurchase request.
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(e)	Ineffective Withdrawal.  In the event the Company receives<br>a written notice of withdrawal, as described in Section 8(d), from a Requesting Party less than five (5) business days prior<br>to the end of the applicable calendar quarter, the notice of withdrawal shall not be effective with respect to the Shares repurchased,<br>but shall be effective with respect to any of the Shares not repurchased.  The Company shall provide the Requesting Party<br>with prompt written notice of the ineffectiveness or partial ineffectiveness of the written notice of withdrawal.
9.	Treatment of Repurchased Shares.  All Shares repurchased<br>by the Company pursuant to this Repurchase Program shall be cancelled and shall have the status of authorized but unissued shares.
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10.	Termination of Repurchase Program.  This Repurchase Program<br>shall be suspended or terminated, as the case may be, and the Company shall not accept Shares for repurchase upon the occurrence<br>of any of the following:
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(a)	This Repurchase Program shall immediately terminate, without further<br>action by the Board or any notice to the Company’s stockholders, in the event the Shares are approved for listing on any<br>national securities exchange.
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(b)	Subject to Section 12(a), this Repurchase Program may be suspended<br>(in whole or in part) or terminated at any time by the Board, in its sole discretion.
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11.	Amendment; Rejection of Requests.  Notwithstanding anything<br>to the contrary herein, this Repurchase Program may be amended, in whole or in part, by the Board, in its sole discretion, at any<br>time or from time to time.  Further, the Board reserves the right in its sole discretion at any time and from time to time<br>to reject any requests for repurchase.
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12.	Miscellaneous.
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(a)	Notice.  In the event of any amendment, suspension or<br>termination of this Repurchase Program pursuant to Section 10(b) or Section 11 hereof, as the case may be, the Company<br>shall provide written notice to its stockholders at least thirty (30) days prior to the effective date of the amendment, suspension<br>or termination.  In addition, the Company shall disclose the amendment, suspension or termination in a report filed by the<br>Company with the Securities and Exchange Commission on either Form 8-K, Form 10-Q or Form 10-K, or any successor forms, as appropriate.
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(b)	Liability.  Subject to the limitations contained in the<br>Company’s articles of incorporation, as amended, neither the Company nor DST shall have any liability to any stockholder<br>for the value of the Shares presented for repurchase, the repurchase price of the Shares or for any damages resulting from the<br>presentation of Shares for repurchase or the repurchase of Shares under this Repurchase Program or from the Company’s determination<br>not to repurchase Shares under this Repurchase Program, except as a result of the Company’s or DST’s negligence, misconduct<br>or violation of applicable law; provided, however, that nothing contained herein shall constitute a waiver or limitation of any<br>rights or claims that a stockholder may have under federal or state securities laws.
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(c)	Taxes.  Stockholders shall have sole responsibility and<br>liability for the payment of all taxes, assessments and other applicable obligations resulting from the repurchase of Shares pursuant<br>to this Repurchase Program and neither the Company nor DST shall have any such responsibility or liability.
(d)	Administration and Costs.  DST shall perform all recordkeeping<br>and other administrative functions involved in operating and maintaining the Repurchase Program.  The Company shall bear all<br>costs involved in organizing, administering and maintaining this Repurchase Program.  No fees will be paid to the Company’s<br>sponsor, its business manager, its directors or any of their affiliates in connection with the repurchase of Shares by the Company<br>pursuant to this Repurchase Program.
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Exhibit 99.1

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Exhibit 99.2