10-Q - ZARE - Equibles

Table of Contents

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 June 30, 2022

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from **** to **** .

Commission File No. 000-52596

ARES REAL ESTATE INCOME TRUST INC.

(Exact name of registrant as specified in its charter)


Maryland	30-0309068
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)

One Tabor Center, 1200 Seventeenth Street, Suite 2900 , Denver , CO	80202
(Address of principal executive offices)<br><br>518 Seventeenth Street, 17^th^ Floor , Denver , CO ** 80202<br><br>(Former name or address, if changed from last report)**	(Zip Code)

Registrant’s telephone number, including area code: ( 303 ) 228-2200

Securities registered pursuant to Section 12(b) of the Act: None

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	☐	Smaller reporting company	☐
Non-accelerated filer	☒			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 ☒

As of August 5, 2022, there were 23,611,264 shares of the registrant’s Class T common stock, 47,462,301 shares of the registrant’s Class S common stock, 7,930,514 shares of the registrant’s Class D common stock, 67,433,776 shares of the registrant’s Class I common stock and 54,063,048 shares of the registrant’s Class E common stock outstanding.

Table of Contents ARES REAL ESTATE INCOME TRUST INC.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2022 and 2021 (unaudited)	5
	Condensed Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2022 and 2021 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (unaudited)	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	43
PART II. OTHER INFORMATION
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 5.	Other Information	47
Item 6.	Exhibits	49

Table of Contents PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARES REAL ESTATE INCOME TRUST INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	As of
	June 30,		December 31,
(in thousands, except per share data)	2022		2021
	(Unaudited)
ASSETS
Net investment in real estate properties	$	3,659,577	$	2,589,826
Investment in unconsolidated joint venture partnerships		105,404		57,425
Debt-related investments, net		108,206		105,752
Cash and cash equivalents		19,529		10,605
Restricted cash		4,909		3,747
DST Program Loans		86,706		62,123
Other assets		57,732		56,397
Assets held for sale		—		105,096
Total assets	$	4,042,063	$	2,990,971
LIABILITIES AND EQUITY
Liabilities
Accounts payable and accrued expenses	$	60,423	$	38,182
Debt, net		1,765,292		1,363,234
Intangible lease liabilities, net		46,605		47,499
Financing obligations, net		1,052,194		661,075
Other liabilities		98,452		89,817
Liabilities related to assets held for sale		—		5,744
Total liabilities		3,022,966		2,205,551
Commitments and contingencies (Note 13)
Redeemable noncontrolling interest		18,164		8,994
Equity
Stockholders’ equity:
Preferred stock, $0.01 par value—200,000 shares authorized, none issued and outstanding		—		—
Class T common stock, $0.01 par value—500,000 shares authorized, 21,672 shares and 16,425 shares issued and outstanding, respectively		217		164
Class S common stock, $0.01 par value—500,000 shares authorized, 46,163 shares and 35,757 shares issued and outstanding, respectively		462		358
Class D common stock, $0.01 par value—500,000 shares authorized, 7,947 shares and 6,749 shares issued and outstanding, respectively		79		67
Class I common stock, $0.01 par value—500,000 shares authorized, 64,741 shares and 54,406 shares issued and outstanding, respectively		647		544
Class E common stock, $0.01 par value—500,000 shares authorized, 54,578 shares and 56,328 shares issued and outstanding, respectively		546		563
Additional paid-in capital		1,655,295		1,457,296
Distributions in excess of earnings		(882,795)		(865,844)
Accumulated other comprehensive loss		(1,703)		(13,418)
Total stockholders’ equity		772,748		579,730
Noncontrolling interests		228,185		196,696
Total equity		1,000,933		776,426
Total liabilities and equity	$	4,042,063	$	2,990,971

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents ARES REAL ESTATE INCOME TRUST INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
(in thousands, except per share data)	2022		2021		2022		2021
Revenues:
Rental revenues	$	73,494	$	48,629	$	135,999	$	99,061
Debt-related income		846		2,319		4,314		4,443
Total revenues		74,340		50,948		140,313		103,504
Operating expenses:
Rental expenses		24,896		16,914		46,210		34,476
Real estate-related depreciation and amortization		36,903		17,174		64,354		33,907
General and administrative expenses		2,594		2,181		4,631		4,399
Advisory fees		8,227		5,085		15,370		9,909
Performance participation allocation		6,186		2,246		18,379		3,995
Acquisition costs and reimbursements		1,093		346		2,722		713
Impairment of real estate property		—		—		—		758
Total operating expenses		79,899		43,946		151,666		88,157
Other expenses (income):
Equity in income from unconsolidated joint venture partnerships		(1,718)		—		(708)		—
Interest expense		33,774		17,048		58,184		33,611
Gain on sale of real estate property		(29,643)		—		(83,524)		(27,342)
Gain on extinguishment of debt and financing commitments, net		8		—		8		—
Other income		(1,413)		(476)		(3,540)		(750)
Total other expenses (income)		1,008		16,572		(29,580)		5,519
Net (loss) income		(6,567)		(9,570)		18,227		9,828
Net loss (income) attributable to redeemable noncontrolling interests		60		64		(186)		(70)
Net loss (income) attributable to noncontrolling interests		919		923		(2,618)		(776)
Net (loss) income attributable to common stockholders	$	(5,588)	$	(8,583)	$	15,423	$	8,982
Weighted-average shares outstanding—basic		191,158		150,126		184,878		148,005
Weighted-average shares outstanding—diluted		224,857		167,387		217,806		164,255
Net (loss) income attributable to common stockholders per common share—basic and diluted	$	(0.03)	$	(0.06)	$	0.08	$	0.06

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents ARES REAL ESTATE INCOME TRUST INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
(in thousands)	2022		2021		2022		2021
Net (loss) income	$	(6,567)	$	(9,570)	$	18,227	$	9,828
Change from cash flow hedging activities		1,819		2,031		13,813		7,946
Comprehensive (loss) income		(4,748)		(7,539)		32,040		17,774
Comprehensive loss (income) attributable to redeemable noncontrolling interests		43		50		(322)		(125)
Comprehensive loss (income) attributable to noncontrolling interests		680		701		(4,580)		(1,537)
Comprehensive (loss) income attributable to common stockholders	$	(4,025)	$	(6,788)	$	27,138	$	16,112

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents ARES REAL ESTATE INCOME TRUST INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


	Stockholders’ Equity
								Accumulated
				Additional		Distributions		Other
	Common Stock			Paid-in		in Excess of		Comprehensive		Noncontrolling		Total
(in thousands)	Shares	Amount		Capital		Earnings		Income (Loss)		Interests		Equity
FOR THE THREE MONTHS ENDED JUNE 30, 2021
Balance as of March 31, 2021	147,292	$	1,473	$	1,298,328	$	(837,019)	$	(22,096)	$	119,665	$	560,351
Net loss (excluding 64 attributable to redeemable noncontrolling interest)	—		—		—		(8,583)		—		(923)		(9,506)
Change from cash flow hedging activities (excluding 14 attributable to redeemable noncontrolling interest)	—		—		—		—		1,795		222		2,017
Issuance of common stock	7,161		71		54,859		—		—		—		54,930
Share-based compensation	—		—		38		—		—		—		38
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs	—		—		(1,269)		—		—		—		(1,269)
Trailing distribution fees	—		—		(2,826)		655		—		—		(2,171)
Redemptions of common stock	(2,432)		(24)		(18,427)		—		—		—		(18,451)
Issuances of OP Units for DST Interests	—		—		—		—		—		—		—
Distributions declared on common stock and noncontrolling interests (excludes 105 attributable to redeemable noncontrolling interest)	—		—		—		(14,074)		—		(1,520)		(15,594)
Redemption value allocation adjustment to redeemable noncontrolling interest	—		—		(233)		—		—		—		(233)
Redemptions of noncontrolling interests	—		—		(57)		—		—		(1,138)		(1,195)
Balance as of June 30, 2021	152,021	$	1,520	$	1,330,413	$	(859,021)	$	(20,301)	$	116,306	$	568,917
FOR THE THREE MONTHS ENDED JUNE 30, 2022
Balance as of March 31, 2022	182,042	$	1,820	$	1,551,814	$	(860,546)	$	(3,266)	$	232,692	$	922,514
Net loss (excluding 60 attributable to redeemable noncontrolling interest)	—		—		—		(5,588)				(919)		(6,507)
Change from cash flow hedging activities (excluding 17 attributable to redeemable noncontrolling interest)	—		—		—		—		1,563		239		1,802
Issuance of common stock	14,679		147		127,869		—		—		—		128,016
Share-based compensation	—		—		50		—		—		—		50
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs	—		—		(3,821)		—		—		—		(3,821)
Trailing distribution fees	—		—		(5,335)		1,259		—		—		(4,076)
Redemptions of common stock	(1,620)		(16)		(13,929)		—		—				(13,945)
Issuances of OP Units for DST Interests	—		—		—		—		—		—		—
Other noncontrolling interests net distributions	—		—		—		—		—		(40)		(40)
Distributions declared on common stock and noncontrolling interests (excludes 191 attributable to redeemable noncontrolling interest)	—		—		—		(17,920)				(2,966)		(20,886)
Redemption value allocation adjustment to redeemable noncontrolling interest	—		—		(1,114)		—		—		—		(1,114)
Redemptions of noncontrolling interests	—		—		(239)		—		—		(821)		(1,060)
Balance as of June 30, 2022	195,101	$	1,951	$	1,655,295	$	(882,795)	$	(1,703)	$	228,185	$	1,000,933

All values are in US Dollars.

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents ARES REAL ESTATE INCOME TRUST INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


	Stockholders’ Equity
								Accumulated
				Additional		Distributions		Other
	Common Stock			Paid-in		in Excess of		Comprehensive		Noncontrolling		Total
(in thousands)	Shares	Amount		Capital		Earnings		Income (Loss)		Interests		Equity
FOR THE SIX MONTHS ENDED JUNE 30, 2021
Balance as of December 31, 2020	143,041	$	1,430	$	1,269,146	$	(841,496)	$	(27,431)	$	96,242	$	497,891
Net income (excluding 70 attributable to redeemable noncontrolling interest)	—		—		—		8,982		—		776		9,758
Change from cash flow hedging activities (excluding 55 attributable to redeemable noncontrolling interest)	—		—		—		—		7,130		761		7,891
Issuance of common stock	13,648		136		104,148		—		—		—		104,284
Share-based compensation	8		—		85		—		—		—		85
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs	—		—		(2,300)		—		—		—		(2,300)
Trailing distribution fees	—		—		(5,008)		1,241		—		(2,404)		(6,171)
Redemptions of common stock	(4,676)		(46)		(35,334)		—		—		—		(35,380)
Issuances of OP Units for DST Interests	—		—		—		—		—		25,941		25,941
Distributions declared on common stock and noncontrolling interests (excludes 208 attributable to redeemable noncontrolling interest)	—		—		—		(27,748)		—		(2,827)		(30,575)
Redemption value allocation adjustment to redeemable noncontrolling interest	—		—		(185)		—		—		—		(185)
Redemptions of noncontrolling interests	—		—		(139)		—		—		(2,183)		(2,322)
Balance as of June 30, 2021	152,021	$	1,520	$	1,330,413	$	(859,021)	$	(20,301)	$	116,306	$	568,917
FOR THE SIX MONTHS ENDED JUNE 30, 2022
Balance as of December 31, 2021	169,665	$	1,696	$	1,457,296	$	(865,844)	$	(13,418)	$	196,696	$	776,426
Net income (excluding 186 attributable to redeemable noncontrolling interest)	—		—		—		15,423				2,618		18,041
Change from cash flow hedging activities (excluding 136 attributable to redeemable noncontrolling interest)	—		—		—		—		11,715		1,962		13,677
Issuance of common stock	28,844		289		244,237		—		—		—		244,526
Share-based compensation	—		—		100		—		—		—		100
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs	—		—		(5,401)		—		—		—		(5,401)
Trailing distribution fees	—		—		(10,372)		2,289		—		(3,823)		(11,906)
Redemptions of common stock	(3,408)		(34)		(28,466)		—		—				(28,500)
Issuances of OP Units for DST Interests	—		—		—		—		—		39,441		39,441
Other noncontrolling interests net distributions	—		—		—		—		—		(23)		(23)
Distributions declared on common stock and noncontrolling interests (excludes 351 attributable to redeemable noncontrolling interest)	—		—		—		(34,663)		—		(5,824)		(40,487)
Redemption value allocation adjustment to redeemable noncontrolling interest	—		—		(1,596)		—		—				(1,596)
Redemptions of noncontrolling interests	—		—		(503)		—		—		(2,862)		(3,365)
Balance as of June 30, 2022	195,101	$	1,951	$	1,655,295	$	(882,795)	$	(1,703)	$	228,185	$	1,000,933

All values are in US Dollars.

<br><br><br><br>

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

ARES REAL ESTATE INCOME TRUST INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Six Months Ended June 30,
(in thousands)	2022		2021
Operating activities:
Net income	$	18,227	$	9,828
Adjustments to reconcile net income to net cash provided by operating activities:
Real estate-related depreciation and amortization		64,354		33,907
Straight-line rent and amortization of above- and below-market leases		(4,018)		(3,177)
Gain on sale of real estate property		(83,524)		(27,342)
Performance participation allocation		18,379		3,995
Equity in income of unconsolidated joint venture partnership		(708)		—
Impairment of real estate property		—		758
Amortization of debt and financing obligation costs		7,478		6,104
Amortization of UPREIT valuation adjustment		8,686		(282)
Other		1,463		(3,245)
Changes in operating assets and liabilities		19,283		1,317
Net cash provided by operating activities		49,620		21,863
Investing activities:
Real estate acquisitions		(1,180,365)		(162,664)
Capital expenditures		(13,960)		(14,840)
Proceeds from disposition of real estate property		251,822		48,960
Principal collections on debt-related investments		1,336		2,406
Investment in unconsolidated joint venture partnerships		(47,904)		—
Investment in debt-related investments		(3,655)		(402)
Other		(48)		(10)
Net cash used in investing activities		(992,774)		(126,550)
Financing activities:
Repayments of mortgage notes		(1,157)		(1,597)
Net proceeds from (repayments of) line of credit		127,000		(23,000)
Proceeds from term loan		275,000		—
Redemptions of common stock		(28,500)		(35,380)
Distributions paid to common stockholders, redeemable noncontrolling interest holders and noncontrolling interest holders		(23,274)		(18,041)
Proceeds from issuance of common stock		230,603		93,179
Proceeds from financing obligations, net		393,330		100,302
Offering costs for issuance of common stock and private placements		(8,667)		(5,376)
Redemption of noncontrolling interests		(3,365)		(2,322)
Redemption of redeemable noncontrolling interests		(7,724)		—
Deferred financing costs paid		(6)		—
Other		—		(2,464)
Net cash provided by financing activities		953,240		105,301
Net increase in cash, cash equivalents and restricted cash		10,086		614
Cash, cash equivalents and restricted cash, at beginning of period		14,352		21,734
Cash, cash equivalents and restricted cash, at end of period	$	24,438	$	22,348

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents ARES REAL ESTATE INCOME TRUST INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

BASIS OF PRESENTATION

Unless the context otherwise requires, the “Company,” “we,” “our” or “us” refers to Ares Real Estate Income Trust Inc. and its consolidated subsidiaries. The Company is externally managed by its advisor. On July 1, 2021, Ares Management Corporation (“Ares”) closed on the acquisition of the U.S. real estate investment advisory and distribution business of Black Creek Group, including the Company’s former advisor, Black Creek Diversified Property Advisors LLC (the “Former Advisor”). As a result of the closing of this transaction, Ares Commercial Real Estate Management LLC became the Company’s new advisor (the “New Advisor”). Ares did not acquire the Company’s former sponsor, Black Creek Diversified Property Advisors Group LLC (the “Former Sponsor”), and the Company now considers the Ares real estate group (“AREG”) to be its Sponsor. References to the “Advisor” throughout this report mean Black Creek Diversified Property Advisors LLC for periods prior to July 1, 2021 and Ares Commercial Real Estate Management LLC for periods thereafter.

The accompanying unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain disclosures normally included in the annual audited financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been omitted. As such, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 14, 2022 (“2021 Form 10-K”).

As used herein, the term “commercial” refers to our office, retail and industrial properties or customers, as applicable.

Reclassifications

Certain items in our condensed consolidated statements of operations, condensed consolidated statements of equity and condensed consolidated statements of cash flows for the three and six months ended June 30, 2021 have been reclassified to conform to the 2022 presentation.

INVESTMENTS IN REAL ESTATE PROPERTIES

The following table summarizes our consolidated investments in real estate properties and excludes properties classified as held for sale. Refer to “Note 3” for detail relating to our real estate properties held for sale.


	As of,
(in thousands)	June 30, 2022		December 31, 2021
Land	$	699,259	$	583,728
Buildings and improvements		3,137,777		2,180,358
Intangible lease assets		317,840		284,128
Right of use asset		13,637		13,637
Investment in real estate properties		4,168,513		3,061,851
Accumulated depreciation and amortization		(508,936)		(472,025)
Net investment in real estate properties	$	3,659,577	$	2,589,826

Table of Contents Acquisitions

During the six months ended June 30, 2022, we acquired 100% of the following properties, all of which were determined to be asset acquisitions:


( in thousands)	Property Type	Acquisition Date	Total Purchase Price (1)
2022 Acquisitions:
Skye 750	Residential	1/5/2022	$	92,845
Arabelle City Center	Residential	4/12/2022		156,781
Dallas Cityline	Residential	4/13/2022		111,093
Dallas Wycliff	Residential	4/13/2022		94,083
Dallas Maple District	Residential	4/13/2022		93,089
San Vance	Residential	4/13/2022		77,586
San Stone Oak	Residential	4/13/2022		72,605
General Washington IC	Industrial	1/7/2022		11,051
Western Foods Center	Industrial	1/14/2022		39,298
Orlando I & II LC	Industrial	2/17/2022		94,759
Orlando III & IV LC	Industrial	2/17/2022		42,347
Orlando V LC	Industrial	2/17/2022		34,828
Orlando VI LC	Industrial	2/17/2022		28,694
Orlando VII LC	Industrial	2/17/2022		23,532
1403 Gillingham Lane	Industrial	6/10/2022		20,550
Industrial Drive IC	Industrial	6/17/2022		4,018
Glen Afton IC	Industrial	6/17/2022		22,036
East 56th Ave IC	Industrial	6/17/2022		19,041
Brockton IC	Industrial	6/17/2022		6,522
Pine Vista IC	Industrial	6/17/2022		18,790
Tri-County Parkway IC	Industrial	6/17/2022		12,784
Miami NW 114th IC	Industrial	6/17/2022		12,022
North Harney IC	Industrial	6/17/2022		8,026
Wes Warren Drive IC	Industrial	6/17/2022		7,515
Enterprise Way IC	Industrial	6/17/2022		6,519
New Albany IC	Industrial	6/17/2022		17,544
Maplewood Drive IC	Industrial	6/17/2022		5,514
1801 N. 5th Street	Industrial	6/24/2022		23,305
350 Carter Road	Office	4/27/2022		31,256
Total 2022 acquisitions			$	1,188,033

All values are in US Dollars.

(1)	Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2022 acquisitions.

During the six months ended June 30, 2022, we allocated the purchase price of our acquisitions to land, building and intangible lease assets and liabilities as follows:


	For the Six Months Ended
( in thousands)	June 30, 2022
Land	$	152,767
Building		999,305
Intangible lease assets		41,439
Above-market lease assets		696
Below-market lease liabilities		(6,174)
Total purchase price (1)	$	1,188,033

All values are in US Dollars.

(1)	There was no debt assumed in connection with the 2022 acquisitions.

The weighted-average amortization period for the intangible lease assets and liabilities acquired in connection with our acquisitions during the six months ended June 30, 2022, as of the respective date of each acquisition, was 5.2 years. 10

Table of Contents Dispositions

During the six months ended June 30, 2022, we sold five retail properties, one office property and one retail land parcel for net proceeds of approximately $251.8 million. We recorded a net gain on sale of approximately $83.5 million.

During the six months ended June 30, 2021, we sold one retail property and one industrial property for net proceeds of approximately $49.0 million. We recorded a net gain on sale of approximately $27.3 million.

Intangible Lease Assets and Liabilities

Intangible lease assets and liabilities, excluding properties classified as held for sale, as of June 30, 2022 and December 31, 2021 include the following:


	As of June 30, 2022						As of December 31, 2021
			Accumulated						Accumulated
(in thousands)	Gross		Amortization		Net		Gross		Amortization		Net
Intangible lease assets	$	294,941	$	(198,710)	$	96,231	$	261,401	$	(186,820)	$	74,581
Above-market lease assets		22,899		(19,337)		3,562		22,727		(19,507)		3,220
Below-market lease liabilities		(78,286)		31,681		(46,605)		(80,206)		32,707		(47,499)

Rental Revenue Adjustments and Depreciation and Amortization Expense

The following table summarizes straight-line rent adjustments, amortization recognized as an increase (decrease) to rental revenues from above- and below-market lease assets and liabilities, and real estate-related depreciation and amortization expense:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Increase (decrease) to rental revenue:
Straight-line rent adjustments	$	1,240	$	693	$	1,966	$	1,869
Above-market lease amortization		(185)		(87)		(354)		(189)
Below-market lease amortization		1,210		746		2,406		1,497
Real estate-related depreciation and amortization:
Depreciation expense	$	25,349	$	14,054	$	45,547	$	27,408
Intangible lease asset amortization		11,554		3,120		18,807		6,499

Real Estate Property Impairment

During the six months ended June 30, 2021, we recorded non-cash impairment charges of $0.8 million related to a retail property located in the Greater Boston market, which was disposed of in March 2021. Prior to the disposition, we reevaluated the fair value of the property and determined that the net book value of the property exceeded the respective contract sales price less costs to sell the property, resulting in the impairment.

ASSETS HELD FOR SALE

We classify a property as held for sale when certain criteria are met, in accordance with GAAP. Assets classified as held for sale are expected to be sold to a third party. At such time the property meets the held for sale criteria, the respective assets and liabilities are presented separately in the consolidated balance sheets and depreciation is no longer recognized. Assets held for sale are reported at the lower of their carrying amount or their estimated fair value less the costs to sell the assets. 11

Table of Contents As of December 31, 2021, we had one retail property (Bandera Road) and one office property (1^st^ Avenue) that met the criteria to be classified as held for sale. Both properties were sold in the first quarter of 2022. The following table summarizes the amounts held for sale as of June 30, 2022 and December 31, 2021:


	As of
(in thousands)	June 30, 2022		December 31, 2021
Net investment in real estate properties	$	—	$	101,690
Other assets		—		3,406
Assets held for sale	$	—	$	105,096
Accounts payable and accrued expenses	$	—	$	3,172
Intangible lease liabilities, net		—		995
Other liabilities		—		1,577
Liabilities related to assets held for sale	$	—	$	5,744

INVESTMENTS IN UNCONSOLIDATED JOINT VENTURE PARTNERSHIPS

On November 30, 2021, we acquired interests in two joint venture partnerships, Pathfinder Core AREIT JV NNN Holdings, LLC (“Net Lease JV I”) and Pathfinder Core AREIT Net Lease Aggregator LLC (“Net Lease JV II”), for purposes of investing in properties across the U.S. with triple net lease agreements. On December 21, 2021, we also acquired interests in another joint venture partnership, AREIT-McDowell Vue Parent LLC (“Vue 1400 JV”), with third party investors for purposes of acquiring a 316 unit residential property in West Palm Beach, Florida. We record our investments in these joint venture partnerships under the equity method on our consolidated balance sheets as we have the ability to exercise significant influence in each partnership but do not have control of the entities.

The following table summarizes our investments in unconsolidated joint venture partnerships as of June 30, 2022 and December 31, 2021:


			Investment in Unconsolidated Joint
		Ownership	Venture Partnerships as of
( in thousands)	Segment	Percentage	June 30, 2022		December 31, 2021
Vue 1400 JV	Residential	85%	$	25,845	$	26,117
Net Lease JV I	Net Lease	50%		16,393		16,267
Net Lease JV II	Net Lease	50%		63,166		15,041
Total investment in unconsolidated joint venture partnerships			$	105,404	$	57,425

All values are in US Dollars.

DEBT

A summary of our consolidated debt is as follows:


	Weighted-Average
	Effective Interest Rate as of					Balance as of
	June 30,		December 31,			June 30,		December 31,
( in thousands)	2022		2021		Current Maturity Date	2022		2021
Line of credit (1)	3.04	%	1.35	%	November 2025	$	383,000	$	256,000
Term loan (2)	3.24		3.16		November 2026		400,000		325,000
Term loan (3)	2.99		3.19		January 2027		400,000		200,000
Fixed-rate mortgage notes	3.48		3.49		October 2022 - May 2031		380,797		381,954
Floating-rate mortgage note (4)	3.92		2.26		October 2024 - October 2026		207,600		207,600
Total principal amount / weighted-average (5)	3.27	%	2.78	%		$	1,771,397	$	1,370,554
Less: unamortized debt issuance costs						$	(15,030)	$	(16,762)
Add: unamortized mark-to-market adjustment on assumed debt							8,925		9,442
Total debt, net						$	1,765,292	$	1,363,234
Gross book value of properties encumbered by debt						$	966,932	$	981,927

All values are in US Dollars. 12

Table of Contents

(1)	The effective interest rate is calculated based on the London Interbank Offered Rate (“LIBOR”), plus a margin ranging from 1.25% to 2.00%, depending on our consolidated leverage ratio. As of June 30, 2022, the unused and available portions under the line of credit were approximately $317.0 million and $316.8 million, respectively. The line of credit is available for general business purposes including, but not limited to, refinancing of existing indebtedness and financing the acquisition of permitted investments, including commercial properties.
(2)	The effective interest rate is calculated based on LIBOR, plus a margin ranging from 1.20% to 1.90%, depending on our consolidated leverage ratio. Total commitments for this term loan are $400.0 million. The weighted-average interest rate is the all-in interest rate, including the effects of interest rate swap agreements relating to approximately $300.0 million in borrowings under this term loan.
---	---
(3)	The effective interest rate is calculated based on LIBOR, plus a margin ranging from 1.20% to 1.90%, depending on our consolidated leverage ratio. Total commitments for this term loan are $400.0 million.
---	---
(4)	The effective interest rate is calculated based on LIBOR plus a margin. As of both June 30, 2022 and December 31, 2021, our floating-rate mortgage notes were subject to interest rate spreads ranging from 1.55% to 2.50%.
---	---
(5)	The weighted-average remaining term of our consolidated borrowings was approximately 4.3 years as of June 30, 2022, excluding the impact of certain extension options.
---	---

As of June 30, 2022, the principal payments due on our consolidated debt during each of the next five years and thereafter were as follows:


(in thousands)	****	Line of Credit (1)		****	Term Loans		****	Mortgage Notes		****	Total
Remainder of 2022		$	—		$	—		$	455		$	455
2023			—			—			1,463			1,463
2024			—			—			129,265			129,265
2025			383,000			—			72,360			455,360
2026			—			400,000			84,214			484,214
Thereafter			—			400,000			300,640			700,640
Total principal payments		$	383,000		$	800,000		$	588,397		$	1,771,397
(1)	The term of the line of credit may be extended pursuant to two six-month extension options, subject to certain conditions.
---	---

In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”), which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR in derivatives and other financial contracts. Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.

LIBOR is expected to be phased out or modified by June 2023. As of June 30, 2022, our line of credit, term loans and certain of our mortgage notes have initial or extended maturity dates beyond 2023 with exposure to LIBOR. The agreements governing these loans provide procedures for determining a replacement or alternative base rate in the event that LIBOR is discontinued. However, there can be no assurances as to whether such replacement or alternative base rate will be more or less favorable than LIBOR. We intend to monitor the developments with respect to the phasing out of LIBOR after 2023 and work with our lenders to seek to ensure any transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR. In July 2022, we amended our credit facility and changed the calculation of our effective interest rate to replace LIBOR with SOFR.

Debt Covenants

Our line of credit, term loans and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, the line of credit and term loan agreements contain certain corporate-level financial covenants, including leverage ratio, fixed charge coverage ratio, and tangible net worth thresholds. We were in compliance with our debt covenants as of June 30, 2022. 13

Table of Contents Derivative Instruments

To manage interest rate risk for certain of our variable-rate debt, we use interest rate derivative instruments as part of our risk management strategy. These derivatives are designed to mitigate the risk of future interest rate increases by either providing a fixed interest rate or capping the variable interest rate for a limited, pre-determined period of time. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the interest rate swap agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable amounts from a counterparty at the end of each period in which the interest rate exceeds the agreed fixed price. Interest rate caps are not designated as hedges. Certain of our variable-rate borrowings are not hedged, and therefore, to an extent, we have ongoing exposure to interest rate movements.

For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss is recorded as a component of accumulated other comprehensive income (loss) (“AOCI”) on the condensed consolidated balance sheets and is reclassified into earnings as interest expense for the same period that the hedged transaction affects earnings, which is when the interest expense is recognized on the related debt. During the next 12 months, we estimate that approximately $2.9 million will be reclassified as an decrease to interest expense related to active effective hedges of existing floating-rate debt. Our interest rate cap derivative instruments are not designated as hedges and therefore, changes in fair value must be recognized through income. As a result, in periods with high interest rate volatility, we may experience significant fluctuations in our net income (loss).

The following table summarizes the location and fair value of our consolidated derivative instruments on our condensed consolidated balance sheets:


	Number of			Fair Value
( in thousands)	Contracts	Notional Amount (1)			Other Assets	Other Liabilities
As of June 30, 2022
Interest rate swaps	12	$	300,000	$	4,735	$	2,019
Interest rate caps	2		207,600		2,690		—
Total derivative instruments	14	$	507,600	$	7,425	$	2,019
As of December 31, 2021
Interest rate swaps	13	$	500,000	$	164	$	11,236
Interest rate caps	2		207,600		159		—
Total derivative instruments	15	$	707,600	$	323	$	11,236

All values are in US Dollars.

(1)	Excludes $350.0 million of notional amount for five interest rate swaps entered into in June 2022 with an effective date in July 2022.

The following table presents the effect of our consolidated derivative instruments on our condensed consolidated financial statements:


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
(in thousands)	2022		2021		2022		2021
Derivative instruments designated as cash flow hedges:
Gain (loss) recognized in AOCI	$	787	$	(600)	$	10,862	$	2,743
Amount reclassified from AOCI into interest expense		1,032		2,631		2,951		5,203
Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded		33,774		17,048		58,184		33,611
Derivative instruments not designated as cash flow hedges:
Gain (loss) recognized in income	$	982	$	—	$	2,532	$	(13)

DST PROGRAM

We have a program to raise capital through private placement offerings by selling beneficial interests (the “DST Interests”) in specific Delaware statutory trusts holding real properties (the “DST Program”).

In order to facilitate additional capital raise through the DST Program, we have made and may continue to offer loans (“DST Program Loans”) to finance a portion of the sale of DST Interests to potential investors. As of June 30, 2022 and December 31, 2021, there were approximately $86.7 million and $62.1 million, respectively, of outstanding DST Program Loans that we have made to partially finance the sale of DST Interests. We include our investments in DST Program Loans separately on our condensed consolidated balance sheets in the DST Program Loans line item and we include income earned from DST Program Loans in other income on our 14

Table of Contents condensed consolidated statements of operations. We do not have a significant credit concentration with any individual purchaser as a result of DST Program Loans.

The following table presents our DST Program activity for the three and six months ended June 30, 2022 and 2021:


		For the Three Months Ended June 30,					For the Six Months Ended June 30,
(in thousands)		2022	****		2021		2022	****		2021
DST Interests sold	$	161,861		$	63,107	$	442,663		$	114,923
DST Interests financed by DST Program Loans		13,205			6,764		28,032			11,756
Income earned from DST Program Loans (1)		833			538		1,501			1,009
Rent obligation incurred under master lease agreements (2)		11,603			6,862		20,857			13,336

(1) Included in other income and expenses on condensed consolidated statements of operations.

(2) Included in interest expense on condensed consolidated statements of operations.

Additionally, during the six months ended June 30, 2022 and 2021, 4.8 million partnership units (“OP Units”) in our operating partnership, AREIT Operating Partnership LP (the “Operating Partnership”) and 3.4 million OP Units, respectively were issued in exchange for DST Interests, for a net investment of $39.4 million and $25.9 million, respectively, in accordance with our Umbrella Partnership Real Estate Investment Trust (“UPREIT”) structure.

FAIR VALUE

We estimate the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of the amounts that we would realize upon disposition.

Fair Value Measurements on a Recurring Basis

The following table presents our financial instruments measured at fair value on a recurring basis:


	****			****			****			****	Total
(in thousands)		Level 1			Level 2			Level 3			Fair Value
As of June 30, 2022
Assets:
Derivative instruments		$	—		$	7,425		$	—		$	7,425
Total assets measured at fair value		$	—		$	7,425		$	—		$	7,425
Liabilities:
Derivative instruments		$	—		$	2,019		$	—		$	2,019
Total liabilities measured at fair value		$	—		$	2,019		$	—		$	2,019
As of December 31, 2021
Assets:
Derivative instruments		$	—		$	323		$	—		$	323
Total assets measured at fair value		$	—		$	323		$	—		$	323
Liabilities:
Derivative instruments		$	—		$	11,236		$	—		$	11,236
Total liabilities measured at fair value		$	—		$	11,236		$	—		$	11,236

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Derivative Instruments. The derivative instruments are interest rate swaps and interest rate caps whose fair value is estimated using market-standard valuation models. Such models involve using market-based observable inputs, including interest rate curves. We incorporate credit valuation adjustments to appropriately reflect both our nonperformance risk and respective counterparty’s nonperformance risk in the fair value measurements, which we have concluded are not material to the valuation. Due to these derivative instruments being unique and not actively traded, the fair value is classified as Level 2. See Item 3 below for further discussion of our derivative instruments.

Table of Contents Nonrecurring Fair Value Measurements

As of June 30, 2022 and December 31, 2021, the fair values of cash and cash equivalents, restricted cash, tenant receivables, accounts payable and accrued expenses, and distributions payable approximate their carrying values because of the short-term nature of these instruments. The table below includes fair values for certain of our financial instruments for which it is practicable to estimate fair value. The carrying values and fair values of these financial instruments were as follows:


		As of June 30, 2022					As of December 31, 2021
	****	Carrying		****	Fair		Carrying		****	Fair
(in thousands)		Value (1)			Value		Value (1)			Value
Assets:
Debt-related investments		$	108,782		$	108,782	$	106,463		$	106,463
DST Program Loans			86,706			85,344		62,123			62,123
Liabilities:
Line of credit		$	383,000		$	383,000	$	256,000		$	256,000
Term loans			800,000			798,603		525,000			525,000
Mortgage notes			588,397			552,816		589,554			600,467
(1)	The carrying value reflects the principal amount outstanding.
---	---

8. EQUITY

Public Offerings

We intend to conduct a continuous public offering that will not have a predetermined duration, subject to continued compliance with the rules and regulations of the SEC and applicable state laws. On May 3, 2022, the SEC declared our registration statement on Form S-11 with respect to our fourth public offering of up to $10.0 billion of shares of its common stock effective, and the fourth public offering commenced the same day. We ceased selling shares of our common stock under our third public offering of up to $3.0 billion of shares immediately upon the effectiveness of the registration statement for the fourth public offering. Under the fourth public offering, we are offering up to $8.5 billion of shares of our common stock in the primary offering and up to $1.5 billion of shares of our common stock pursuant to our distribution reinvestment plan, in any combination of Class T shares, Class D shares, Class S shares, and Class I shares. We may reallocate amounts between the primary offering and distribution reinvestment plan.

Pursuant to our public offerings, we offered and continue to offer shares of our common stock at the “transaction price,” plus applicable upfront selling commissions and dealer manager fees. The “transaction price” generally is equal to the net asset value (“NAV”) per share of our common stock most recently disclosed. Our NAV per share is calculated as of the last calendar day of each month for each of our outstanding classes of stock, and will be available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to our distribution reinvestment plan are offered at the transaction price, as indicated above, in effect on the distribution date. We may update a previously disclosed transaction price in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share.

During the six months ended June 30, 2022, we raised gross proceeds of approximately $244.5 million from the sale of approximately 28.8 million shares of our common stock in our ongoing public offerings, including proceeds from our distribution reinvestment plan of approximately $13.9 million.

Table of Contents Common Stock

The following table describes the changes in each class of common shares during the periods presented below:


	****	Class T	****	Class S	****	Class D	****	Class I	****	Class E	****	Total
(in thousands)		Shares		Shares		Shares		Shares		Shares		Shares
FOR THE THREE MONTHS ENDED JUNE 30, 2021
Balance as of March 31, 2021		10,369		26,443		4,899		46,169		59,412		147,292
Issuance of common stock:
Primary shares		1,378		2,719		640		1,680		—		6,417
Distribution reinvestment plan		61		147		29		277		230		744
Share-based compensation		—		—		—		—		—		—
Redemptions of common stock		(56)		(351)		(59)		(441)		(1,525)		(2,432)
Conversions		(60)		—		—		60		—		—
Balance as of June 30, 2021		11,692		28,958		5,509		47,745		58,117		152,021
FOR THE THREE MONTHS ENDED JUNE 30, 2022
Balance as of March 31, 2022		19,007		40,489		7,662		59,433		55,451		182,042
Issuance of common stock:
Primary shares		2,634		5,663		388		5,165		—		13,850
Distribution reinvestment plan		100		200		38		305		186		829
Share-based compensation		—		—		—		—		—		—
Redemptions of common stock		(30)		(189)		(141)		(201)		(1,059)		(1,620)
Conversions		(39)		—		—		39		—		—
Balance as of June 30, 2022		21,672		46,163		7,947		64,741		54,578		195,101
FOR THE SIX MONTHS ENDED JUNE 30, 2021
Balance as of December 31, 2020		9,831		23,516		4,098		44,723		60,873		143,041
Issuance of common stock:
Primary shares		1,916		5,628		1,456		3,181		—		12,181
Distribution reinvestment plan		119		282		54		542		470		1,467
Share-based compensation		—		—		—		8		—		8
Redemptions of common stock		(99)		(468)		(99)		(784)		(3,226)		(4,676)
Conversions		(75)		—		—		75		—		—
Balance as of June 30, 2021		11,692		28,958		5,509		47,745		58,117		152,021
FOR THE SIX MONTHS ENDED JUNE 30, 2022
Balance as of December 31, 2021		16,425		35,757		6,749		54,406		56,328		169,665
Issuance of common stock:
Primary shares		5,189		10,324		1,493		10,183		—		27,189
Distribution reinvestment plan		192		393		75		607		388		1,655
Share-based compensation		—		—		—		—		—		—
Redemptions of common stock		(33)		(311)		(370)		(556)		(2,138)		(3,408)
Conversions		(101)		—		—		101		—		—
Balance as of June 30, 2022		21,672		46,163		7,947		64,741		54,578		195,101

Table of Contents Distributions

The following table summarizes our distribution activity (including distributions to noncontrolling interests and distributions reinvested in shares of our common stock) for the periods below:


		Amount
	****			****	Common Stock		****			****			****
		Declared per			Distributions			Other Cash			Reinvested in			Distribution		Gross
(in thousands, except per share data)		Common Share (1)			Paid in Cash			Distributions (2)			Shares			Fees (3)		Distributions (4)
2022
March 31		$	0.09375		$	8,837		$	3,018		$	6,876		$	1,030	$	19,761
June 30			0.09375			9,299			3,157			7,362			1,259		21,077
Total		$	0.18750		$	18,136		$	6,175		$	14,238		$	2,289	$	40,838
2021
March 31		$	0.09375		$	7,562		$	1,424		$	5,526		$	586	$	15,098
June 30			0.09375			7,696			1,611			5,723			655		15,685
September 30			0.09375			7,984			1,854			5,985			759		16,582
December 31			0.09375			8,265			2,446			6,361			885		17,957
Total		$	0.37500		$	31,507		$	7,335		$	23,595		$	2,885	$	65,322
(1)	Amount reflects the total gross quarterly distribution rate authorized by our board of directors per Class T share, per Class S share, per Class D share, per Class I share, and per Class E share of common stock. Distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T shares, Class S shares and Class D shares of common stock are reduced by the respective distribution fees that are payable with respect to Class T shares, Class S shares and Class D shares.
---	---
(2)	Consists of distribution fees paid to Ares Wealth Management Solutions, LLC (the “Dealer Manager”) with respect to OP Units and distributions paid to holders of OP Units and other noncontrolling interest holders.
---	---
(3)	Distribution fees are paid monthly to the Dealer Manager, with respect to Class T shares, Class S shares and Class D shares issued in the primary portion of our public offerings only. All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers.
---	---
(4)	Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares, Class S shares and Class D shares issued in the primary portion of our public offerings.
---	---

Redemptions and Repurchases

Below is a summary of redemptions and repurchases pursuant to our share redemption program for the six months ended June 30, 2022 and 2021. Our board of directors may modify or suspend our current share redemption programs if it deems such action to be in the best interest of our stockholders.


		For the Six Months Ended June 30,
(in thousands, except for per share data)	****	2022		****	2021
Number of shares requested for redemption or repurchase			3,408			4,676
Number of shares redeemed or repurchased			3,408			4,676
% of shares requested that were redeemed or repurchased			100.0	%		100.0	%
Aggregate dollar amount of shares redeemed or repurchased		$	28,500		$	35,380
Average redemption or repurchase price per share		$	8.37		$	7.57

9. REDEEMABLE NONCONTROLLING INTERESTS

The Operating Partnership’s net income and loss will generally be allocated to the general partner and the limited partners in accordance with the respective percentage interest in the OP Units issued by the Operating Partnership. 18

Table of Contents The Operating Partnership issued OP Units to the Advisor and Former Sponsor as payment of the performance participation allocation (also referred to as the performance component of the advisory fee) pursuant to the amended and restated advisory agreement, by and among the Company, the Operating Partnership and our Advisor. The Advisor and Former Sponsor subsequently transferred these OP Units to its members or their affiliates or redeemed for cash. We have classified these OP Units as redeemable noncontrolling interests in mezzanine equity on the condensed consolidated balance sheets due to the fact that, as provided in the agreement of limited partnership of the Operating Partnership (the “Partnership Agreement”), the limited partners who hold these OP Units have the ability to tender the OP Units at any time irrespective of the period that they have held such OP Units, and the Operating Partnership is required to satisfy such redemption for cash unless such cash redemption would be prohibited by applicable law or the Partnership Agreement, in which case such OP Units will be redeemed for shares of the Company’s common stock of the class corresponding to the class of such OP Units. The redeemable noncontrolling interests are recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and dividends, or the redemption value, which is equivalent to fair value, of such OP Units at the end of each measurement period.

The following table summarizes the redeemable noncontrolling interests activity for the six months ended June 30, 2022 and 2021:


		For the Six Months Ended June 30,
($ in thousands)	****	2022		2021
Balance at beginning of the year		$	8,994	$	3,798
Settlement of prior year performance participation allocation (1)			15,327		4,608
Distributions to redeemable noncontrolling interests			(351)		(208)
Redemptions to redeemable noncontrolling interests (2)			(7,724)		—
Net income attributable to redeemable noncontrolling interests			186		70
Change from cash flow hedging activities attributable to redeemable noncontrolling interests			136		55
Redemption value allocation adjustment to redeemable noncontrolling interests			1,596		185
Ending balance		$	18,164	$	8,508
(1)	The 2021 performance participation allocation in the amount of $15.3 million became payable on December 31, 2021, and was issued as 1.9 million Class I OP Units in January 2022. At the direction of the Advisor and in light of our Former Sponsor having been the holder of a separate series of partnership interests in the Operating Partnership with special distribution rights (the “Special Units”) for the first six months of 2021, the holder of the Special Units designated 465,000 of these Class I OP Units to an entity owned indirectly by our Chairman, Mr. Mulvihill, and 465,000 of these Class I OP Units to an entity owned indirectly by a member of our Former Sponsor. The holder of the Special Units transferred 945,000 Class I OP Units to the Advisor thereafter. The 2020 performance participation allocation in the amount of $4.6 million became payable to the Former Sponsor, as the former holder of the Special Units, on December 31, 2020. At the Former Advisor’s election, it was paid in the form of Class I OP Units valued at $4.6 million (based on the NAV per unit as of December 31, 2020), which were issued to the Former Sponsor in January 2021 and subsequently transferred to its members or their affiliates.
---	---
(2)	At the request of the Advisor, the Operating Partnership redeemed all Class I OP Units issued to the Advisor in January 2022 for $7.7 million.
---	---

Table of Contents 10. RELATED PARTY TRANSACTIONS

Summary of Fees and Expenses

The table below summarizes the fees and expenses incurred by us for services provided by the Advisor and its affiliates, and by the Dealer Manager related to the services the Dealer Manager provided in connection with our public offerings and any related amounts payable:



		For the Three Months Ended June 30,						For the Six Months Ended June 30,						Payable as of
(in thousands)	****	2022		****	2021		****	2022		****	2021		****	June 30, 2022		****	December 31, 2021
Selling commissions and dealer manager fees (1)		$	1,556		$	615		$	2,866		$	1,021		$	—		$	—
Ongoing distribution fees (1)(2)			1,270			673			2,329			1,276			547			394
Advisory fees—fixed component			8,227			5,085			15,370			9,909			2,817			2,094
Performance participation allocation			6,186			2,246			18,379			3,995			18,379			15,327
Other expense reimbursements—Advisor (3)(4)			3,206			2,792			5,346			5,833			7,908			1,443
Other expense reimbursements—Dealer Manager			143			84			170			142			170			—
Property accounting fee (5)			303			—			303			—			303			—
DST Program selling commissions, dealer manager and distribution fees (1)			5,660			1,921			13,184			3,316			268			219
Other DST Program related costs—Advisor (4)			3,478			1,249			8,400			2,268			143			87
Total		$	30,029		$	14,665		$	66,347		$	27,760		$	30,535		$	19,564
(1)	All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers.
---	---
(2)	The distribution fees are payable monthly in arrears. Additionally, we accrue for future estimated amounts payable related to ongoing distribution fees. The future estimated amounts payable of approximately $46.0 million and $34.1 million as of June 30, 2022 and December 31, 2021, respectively, are included in other liabilities on the consolidated balance sheets.
---	---
(3)	Other expense reimbursements include certain expenses incurred for organization and offering, acquisition and general administrative services provided to us under the advisory agreement, including, but not limited to, certain expenses described after this footnote, allocated rent paid to both third parties and affiliates of our Advisor, equipment, utilities, insurance, travel and entertainment.
---	---
(4)	Includes costs reimbursed to the Advisor related to the DST Program.
---	---
(5)	The cost of the property management fee, including the property accounting fee, is generally borne by the tenant or tenants at each real property, either via a direct reimbursement to us or, in the case of tenants subject to a gross lease, as part of the lease cost. In certain circumstances, we may pay for a portion of the property management fee, including the property accounting fee, without reimbursement from the tenant or tenants at a real property.
---	---

Certain of the expense reimbursements described in the table above include a portion of the compensation expenses of officers and employees of the Advisor or its affiliates related to activities for which the Advisor did not otherwise receive a separate fee. Amounts incurred related to these compensation expenses for the three months ended June 30, 2022, and 2021 were approximately $2.9 million and $2.2 million, respectively. Amounts incurred related to these compensation expenses for the six months ended June 30, 2022, and 2021 were approximately $5.4 million and $4.7 million, respectively No reimbursement is made for compensation of our named executive officers unless the named executive officer is providing stockholder services, as outlined in the advisory agreement.

Property-Level Accounting Services. Pursuant to the Advisory Agreement (2022) effective as of May 1, 2022, we have agreed to pay the Advisor a property accounting fee in connection with providing services related to accounting for real property operations, including the maintenance of the real property’s books and records in accordance with GAAP and our policies, procedures, and internal controls, in a timely manner, and the processing of real property-related cash receipts and disbursements. The property accounting fee is equal to the difference between: (i) the property management fee charged with respect to each real property, which reflects the market rate for all real property management services, including property-level accounting services, based on rates charged for similar properties within the region or market in which the real property is located, and (ii) the amount paid to third-party property management firms for property management services, which fee is based on an arm’s length negotiation with a third party property management service provider (the difference between (i) and (ii), the “property accounting fee”).

Performance Participation Allocation

As used below, “Fund Interests” means our outstanding shares of common stock, along with OP Units, which may be or were held directly or indirectly by the Advisor, the Former Sponsor, members or affiliates of the Former Sponsor, and third parties. 20

Table of Contents The performance participation allocation is a performance-based amount that will be paid to the Advisor. This amount is calculated on the basis of the overall investment return provided to holders of Fund Interests (i.e., our outstanding shares and OP Units held by third-party investors) in any calendar year such that the Advisor will receive the lesser of (1) 12.5% of (a) the annual total return amount less (b) any loss carryforward, and (2) the amount equal to (x) the annual total return amount, less (y) any loss carryforward, less (z) the amount needed to achieve an annual total return amount equal to 5% of the NAV per Fund Interest at the beginning of such year (the “Hurdle Amount”). The foregoing calculations are calculated on a per Fund Interest basis and multiplied by the weighted-average Fund Interests outstanding during the year. In no event will the performance participation allocation be less than zero. Accordingly, if the annual total return amount exceeds the Hurdle Amount plus the amount of any loss carryforward, then the Advisor will earn a performance participation allocation equal to 100% of such excess, but limited to 12.5% of the annual total return amount that is in excess of the loss carryforward.

The allocation of the performance participation interest is ultimately determined at the end of each calendar year and will be paid in Class I OP units or cash, at the election of the Advisor. As the performance hurdle was achieved as of both June 30, 2022 and 2021, we recognized approximately $6.2 million and $2.2 million for the three months ended June 30, 2022 and 2021, respectively, and $18.4 million and $4.0 million for the six months ended June 30, 2022 and 2021, respectively, of performance participation allocation expense in our condensed consolidated statements of operations.

11. NET INCOME (LOSS) PER COMMON SHARE

The computation of our basic and diluted net income (loss) per share attributable to common stockholders is as follows:



		For the Three Months Ended June 30,						For the Six Months Ended June 30,
(in thousands, except per share data)	****	2022		****	2021		****	2022		****	2021
Net (loss) income attributable to common stockholders—basic		$	(5,588)		$	(8,583)		$	15,423		$	8,982
Net (loss) income attributable to redeemable noncontrolling interests			(60)			(64)			186			70
Net (loss) income attributable to noncontrolling interests			(919)			(923)			2,618			776
Net (loss) income attributable to common stockholders—diluted		$	(6,567)		$	(9,570)		$	18,227		$	9,828
Weighted-average shares outstanding—basic			191,158			150,126			184,878			148,005
Incremental weighted-average shares effect of conversion of noncontrolling interests			33,699			17,261			32,928			16,250
Weighted-average shares outstanding—diluted			224,857			167,387			217,806			164,255
Net (loss) income per share attributable to common stockholders:
Basic		$	(0.03)		$	(0.06)		$	0.08		$	0.06
Diluted		$	(0.03)		$	(0.06)		$	0.08		$	0.06

SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information and disclosure of non-cash investing and financing activities is as follows:


	For the Six Months Ended
	June 30,
(in thousands)	2022		2021
Distributions reinvested in common stock	$	13,922	$	11,105
Change in accrued future ongoing distribution fees		11,908		6,158
Net increase in DST Program Loans receivable through DST Program capital raising		28,032		11,756
Settlement of DST Program Loans through issuance of OP Units		3,299		209
Redeemable noncontrolling interest issued as settlement of performance participation allocation		15,327		4,608
Issuances of OP Units for DST Interests		39,441		25,941

Table of Contents Restricted Cash

Restricted cash consists of lender and property-related escrow accounts. The following table presents the components of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the condensed consolidated statements of cash flows:


		For the Six Months Ended
		June 30,
(in thousands)	****	2022		****	2021
Beginning of period:
Cash and cash equivalents		$	10,605		$	11,266
Restricted cash			3,747			10,468
Cash, cash equivalents and restricted cash		$	14,352		$	21,734
End of period:
Cash and cash equivalents		$	19,529		$	11,784
Restricted cash			4,909			10,564
Cash, cash equivalents and restricted cash		$	24,438		$	22,348

COMMITMENTS AND CONTINGENCIES

Litigation

We and the Operating Partnership are not presently involved in any material litigation nor, to our knowledge, is any material litigation threatened against us or our investments.

Environmental Matters

A majority of the properties we acquire are subject to environmental reviews either by us or the previous owners. In addition, we may incur environmental remediation costs associated with certain land parcels we may acquire in connection with the development of the land. We have acquired certain properties in urban and industrial areas that may have been leased to or previously owned by commercial and industrial companies that discharged hazardous materials. We may purchase various environmental insurance policies to mitigate our exposure to environmental liabilities. We are not aware of any environmental liabilities that we believe would have a material adverse effect on our business, financial condition, or results of operations as of June 30, 2022.

SEGMENT FINANCIAL INFORMATION

Our four reportable segments are office, retail, residential and industrial. Factors used to determine our reportable segments include the physical and economic characteristics of our properties and the related operating activities. Our chief operating decision makers rely on net operating income, among other factors, to make decisions about allocating resources and assessing segment performance. Net operating income is the key performance metric that captures the unique operating characteristics of each segment. Net investment in real estate properties, restricted cash, tenant receivables, straight-line rent receivables, and other assets directly assignable to a property are allocated to the segment groupings. Corporate items that are not directly assignable to a property, such as investment in unconsolidated joint venture partnerships, debt-related investments and DST Program Loans, are not allocated to segment groupings, but are reflected as reconciling items.

The following table reflects our total consolidated assets by business segment as of June 30, 2022 and December 31, 2021:


		As of
(in thousands)	****	June 30, 2022		December 31, 2021 (1)
Assets:
Office properties		$	365,378	$	335,811
Retail properties			558,072		639,584
Residential properties			1,514,570		837,491
Industrial properties			1,277,062		826,353
Corporate			326,981		351,732
Total assets		$	4,042,063	$	2,990,971

Table of Contents

(1)	As of December 31, 2021, amounts held for sale are included in the corporate grouping. Refer to “Note 3” for further detail.

The following table sets forth consolidated financial results by segment for the three and six months ended June 30, 2022 and 2021:


(in thousands)	****	Office		****	Retail		****	Residential		****	Industrial		****	Consolidated
For the Three Months Ended June 30, 2022
Rental revenues		$	13,148		$	16,509		$	25,824		$	18,013		$	73,494
Rental expenses			(5,772)			(3,776)			(11,059)			(4,289)			(24,896)
Net operating income		$	7,376		$	12,733		$	14,765		$	13,724		$	48,598
Real estate-related depreciation and amortization		$	4,243		$	4,474		$	16,038		$	12,148		$	36,903
For the Three Months Ended June 30, 2021
Rental revenues		$	15,953		$	17,010		$	7,008		$	8,658		$	48,629
Rental expenses			(7,496)			(4,292)			(3,167)			(1,959)			(16,914)
Net operating income		$	8,457		$	12,718		$	3,841		$	6,699		$	31,715
Real estate-related depreciation and amortization		$	5,000		$	4,482		$	2,589		$	5,103		$	17,174
For the Six Months Ended June 30, 2022
Rental revenues		$	26,780		$	33,576		$	42,178		$	33,465		$	135,999
Rental expenses			(11,963)			(8,405)			(18,004)			(7,838)			(46,210)
Net operating income		$	14,817		$	25,171		$	24,174		$	25,627		$	89,789
Real estate-related depreciation and amortization		$	8,240		$	9,128		$	24,392		$	22,594		$	64,354
For the Six Months Ended June 30, 2021
Rental revenues		$	32,776		$	34,921		$	13,648		$	17,716		$	99,061
Rental expenses			(15,005)			(9,194)			(6,409)			(3,868)			(34,476)
Net operating income		$	17,771		$	25,727		$	7,239		$	13,848		$	64,585
Real estate-related depreciation and amortization		$	9,869		$	9,109		$	5,329		$	9,600		$	33,907

We consider net operating income to be an appropriate supplemental performance measure and believe net operating income provides useful information to our investors regarding our financial condition and results of operations because net operating income reflects the operating performance of our properties and excludes certain items that are not considered to be controllable in connection with the management of the properties, such as real estate-related depreciation and amortization, general and administrative expenses, advisory fees, impairment charges, interest expense, gains on sale of properties, other income and expense, gains and losses on the extinguishment of debt and noncontrolling interests. However, net operating income should not be viewed as an alternative measure of our financial performance since it excludes such items, which could materially impact our results of operations. Further, our net operating income may not be comparable to that of other real estate companies, as they may use different methodologies for calculating net operating income. Therefore, we believe net income, as defined by GAAP, to be the most appropriate measure to evaluate our overall financial performance. 23

Table of Contents The following table is a reconciliation of our reported net income (loss) attributable to common stockholders to our net operating income for the three and six months ended June 30, 2022 and 2021:


		For the Three Months Ended						For the Six Months Ended
		June 30,						June 30,
(in thousands)	****	2022		****	2021		****	2022		****	2021
Net (loss) income attributable to common stockholders		$	(5,588)		$	(8,583)		$	15,423		$	8,982
Debt-related income			(846)			(2,319)			(4,314)			(4,443)
Real estate-related depreciation and amortization			36,903			17,174			64,354			33,907
General and administrative expenses			2,594			2,181			4,631			4,399
Advisory fees, related party			8,227			5,085			15,370			9,909
Performance participation allocation			6,186			2,246			18,379			3,995
Acquisition costs and reimbursements			1,093			346			2,722			713
Impairment of real estate property			—			—			—			758
Equity in income from unconsolidated joint venture partnerships			(1,718)			—			(708)			—
Other income			(1,413)			(476)			(3,540)			(750)
Interest expense			33,774			17,048			58,184			33,611
Gain on sale of real estate property			(29,643)			—			(83,524)			(27,342)
Gain on extinguishment of debt and financing commitments, net			8			—			8			—
Net (loss) income attributable to redeemable noncontrolling interests			(60)			(64)			186			70
Net (loss) income attributable to noncontrolling interests			(919)			(923)			2,618			776
Net operating income		$	48,598		$	31,715		$	89,789		$	64,585

15 . SUBSEQUENT EVENTS

We performed a review of events subsequent to the condensed consolidated balance sheet date through the date the condensed consolidated financial statements were issued and determined that there were no such events requiring recognition or disclosure in the condensed consolidated financial statements. 24

Table of Contents ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the terms “we,” “our” or “us” refer to Ares Real Estate Income Trust Inc. and its consolidated subsidiaries. The following discussion and analysis should be read together with our unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” Such forward-looking statements relate to, without limitation, our future capital expenditures, distributions, acquisitions and dispositions (including the amount and nature thereof), other developments and trends of the real estate industry, business strategies, and the expansion and growth of our operations. These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements are subject to a number of assumptions, risks and uncertainties which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or the negative of these words, or other similar words or terms. Readers are cautioned not to place undue reliance on these forward-looking statements.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

●	the impact of macroeconomic trends, such as the unemployment rate, availability of credit, impact of inflation, rising interest rates, the conflict in Ukraine and the COVID-19 pandemic, which may have a negative effect on the following, among other things:
●	the fundamentals of our business, including overall market occupancy, space utilization for our tenants, who we refer to as customers from time-to-time herein, and rental rates;
---	---
●	the financial condition of our customers, some of which are retail, financial, legal and other professional firms, our lenders, and institutions that hold our cash balances and short-term investments, which may expose us to increased risks of breach or default by these parties;
---	---
●	customers’ ability to pay rent on their leases or our ability to re-lease space that is or becomes vacant; and
---	---
●	the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;
---	---
●	general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, dependence on customers’ financial condition, and competition from other developers, owners and operators of real estate);
---	---
●	our ability to effectively raise and deploy proceeds from our ongoing public offerings;
---	---
●	risks associated with the demand for liquidity under our share redemption program and our ability to meet such demand;
---	---
●	risks associated with the availability and terms of debt and equity financing and the use of debt to fund acquisitions and developments, including the risk associated with interest rates impacting the cost and/or availability of financing;
---	---
●	the business opportunities that may be presented to and pursued by us, changes in laws or regulations (including changes to laws governing the taxation of real estate investment trusts (“REITs”));
---	---
●	the failure to successfully integrate Black Creek Group into the business, operations and corporate culture of Ares, and to retain Black Creek Group personnel following Ares’ acquisition of Black Creek Group’s U.S. real estate investment advisory and distribution business in July 2021;
---	---
●	conflicts of interest arising out of our relationships with the Sponsor, the Advisor, and their affiliates;
---	---
●	changes in accounting principles, policies and guidelines applicable to REITs;
---	---
●	environmental, regulatory and/or safety requirements; and
---	---
●	the availability and cost of comprehensive insurance, including coverage for terrorist acts.
---	---

Table of Contents For further discussion of these and other factors, see Part I, Item 1A, “Risk Factors” in our 2021 Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

OVERVIEW

General

Ares Real Estate Income Trust Inc. is a NAV-based perpetual life REIT that was formed on April 11, 2005, as a Maryland corporation. We are primarily focused on investing in and operating a diverse portfolio of real property. As of June 30, 2022, our real property portfolio consisted of 90 properties, totaling approximately 18.5 million square feet located in 33 markets throughout the U.S. We also owned 115 properties through our unconsolidated joint venture partnerships as of June 30, 2022. Unless otherwise noted, these unconsolidated properties are excluded from the presentation of our portfolio data herein.

We have operated and elected to be treated as a REIT for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2006, and we intend to continue to operate in accordance with the requirements for qualification as a REIT. We utilize an UPREIT organizational structure to hold all or substantially all of our assets through the Operating Partnership.

As a NAV-based perpetual life REIT, we intend to conduct ongoing public primary offerings of our common stock on a perpetual basis. We also intend to conduct an ongoing distribution reinvestment plan offering for our stockholders to reinvest distributions in our shares. From time to time, we intend to file new registration statements on Form S-11 with the SEC to register additional shares of common stock so that we may continuously offer shares of common stock pursuant to Rule 415 under the Securities Act. During the six months ended June 30, 2022, we raised $230.6 million of gross proceeds from the sale of common stock in our ongoing public primary offerings and $13.9 million from the sale of common stock under our distribution reinvestment plan. See “Note 8 to the Condensed Consolidated Financial Statements” for more information about our public offerings.

Additionally, we have a program to raise capital through private placement offerings by selling DST Interests. These private placement offerings are exempt from registration requirements pursuant to Section 4(a)(2) of the Securities Act. We anticipate that these interests may serve as replacement properties for investors seeking to complete like-kind exchange transactions under Section 1031 of the Code. Similar to our prior private placement offerings, we expect that the DST Program will give us the opportunity to expand and diversify our capital raise strategies by offering what we believe to be an attractive and unique investment product for investors that may be seeking replacement properties to complete like-kind exchange transactions under Section 1031 of the Code. We also offer DST Program Loans to finance a portion of the sale of DST Interests to certain purchasers of the interests in the Delaware statutory trusts to finance no more than 50% of the purchase price payable upon their acquisition of such interests. During the six months ended June 30, 2022, we sold $442.7 million of gross interests related to the DST Program, $28.0 million of which were financed by DST Program Loans. See “Note 6 to the Condensed Consolidated Financial Statements” for additional detail regarding the DST Program.

We currently operate in four reportable segments: office, retail, residential and industrial. The following table summarizes our real property portfolio by segment as of June 30, 2022:


									Average
							% of Total		Effective Annual								% of	****
( and square feet in thousands,	Number of	****	Number of	****	Rentable	****	Rentable	****	Base Rent per		****	%	****	Aggregate		****	Aggregate
except for per square foot data)	Markets (1)		Real Properties		Square Feet		Square Feet	****	Square Foot (2)			Leased		Fair Value			Fair Value
Office properties	7		7		1,542		8.3	%	$	34.06		75.9	%	$	601,450		13.1	%
Retail properties	8		19		2,481		13.4			19.25		95.5			755,850		16.4
Residential properties	8		14		4,194		22.7			26.08		94.3			1,678,350		36.4
Industrial properties	28		50		10,297		55.6			5.78		99.0			1,572,750		34.1
Total real property portfolio	33		90		18,514		100.0	%	$	13.99		95.6	%	$	4,608,400		100.0	%

All values are in US Dollars.

(1)	Reflects the number of unique markets by segment and in total. As such, the total number of markets does not equal the sum of the number of markets by segment as certain segments are located in the same market.
(2)	Amount calculated as total annualized base rent, which includes the impact of any contractual tenant concessions (cash basis) per the terms of the lease, divided by total lease square footage as of June 30, 2022.
---	---

We currently focus our investment activities primarily across the major U.S. property sectors (industrial, residential (which includes and/or may include multi-family and other types of rental housing such as manufactured, student, and single family rental housing), office (which includes and/or may include medical office and life science laboratories) and retail). To a lesser extent, we strategically 26

Table of Contents invest in and/or intend to invest in geographies outside of the U.S., which may include Canada, the United Kingdom, Europe and other foreign jurisdictions, and in other sectors such as triple net lease, real estate debt (which may include mortgages and subordinated interests) and infrastructure, to create a diversified blend of current income and long-term value appreciation. Our near-term investment strategy is likely to prioritize new investments in the industrial and residential sectors due to relatively attractive fundamental conditions. We also intend to continue to hold an allocation of properties in the office and retail sectors, the latter of which is largely grocery-anchored.

Net Asset Value

Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. With the approval of our board of directors, including a majority of our independent directors, we have engaged Altus Group U.S. Inc., a third-party valuation firm, to serve as our independent valuation advisor (“Altus Group” or the “Independent Valuation Advisor”) with respect to helping us administer the valuation and review process for the real properties in our portfolio, providing monthly real property appraisals, reviewing annual third-party real property appraisals, providing monthly valuations of our debt-related assets (excluding DST Program Loans), reviewing the internal valuations of DST Program Loans and debt-related liabilities performed by our Advisor, providing quarterly valuations of our properties subject to master lease obligations associated with the DST Program, and assisting in the development and review of our valuation procedures. As part of this process, our Advisor reviews the estimates of the values of our real property portfolio, real estate-related assets, and other assets and liabilities within our portfolio for consistency with our valuation guidelines and the overall reasonableness of the valuation conclusions, and informs our board of directors of its conclusions. Although third-party appraisal firms, the Independent Valuation Advisor, or other pricing sources may consider any comments received from us or our Advisor or other valuation sources for their individual valuations, the final estimated fair values of our real properties are determined by the Independent Valuation Advisor and the final estimates of fair values of our real estate-related assets, our other assets, and our liabilities are determined by the applicable pricing source (which may, in certain instances be our Advisor or an affiliate of Ares), subject to the oversight of our board of directors. With respect to the valuation of our real properties, the Independent Valuation Advisor provides our board of directors with periodic valuation reports and is available to meet with our board of directors to review valuation information, as well as our valuation guidelines and the operation and results of the valuation and review process generally. Excluding real properties that are bought or sold during a given calendar year, unconsolidated real properties held through joint ventures or partnerships are valued by a third-party appraiser at least once per calendar year. For valuations during interim periods, either our Advisor will determine the estimated fair value of the real properties owned by unconsolidated affiliates or we will utilize interim valuations determined pursuant to valuation policies and procedures for such joint ventures or partnerships. All parties engaged by us in connection with our valuation procedures, including the Independent Valuation Advisor, ALPS Fund Services Inc. (“ALPS”), and our Advisor, are subject to the oversight of our board of directors. Our board of directors has the right to engage additional valuation firms and pricing sources to review the valuation process or valuations, if deemed appropriate. At least once each calendar year our board of directors, including a majority of our independent directors, reviews the appropriateness of our valuation procedures with input from the Independent Valuation Advisor. From time to time our board of directors, including a majority of our independent directors, may adopt changes to the valuation procedures if it: (1) determines that such changes are likely to result in a more accurate reflection of NAV or a more efficient or less costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination; or (2) otherwise reasonably believes a change is appropriate for the determination of NAV. We will publicly announce material changes to our valuation procedures. See Exhibit 4.4 of this Quarterly Report on Form 10-Q for a more detailed description of our valuation procedures, including important disclosure regarding real property valuations provided by the Independent Valuation Advisor.

Our valuation procedures, which address specifically each category of our assets and liabilities and are applied separately from the preparation of our financial statements in accordance with GAAP, involve adjustments from historical cost. There are certain factors which cause NAV to be different from total equity or stockholders’ equity on a GAAP basis. Most significantly, the valuation of our real assets, which is the largest component of our NAV calculation, is provided to us by the Independent Valuation Advisor. For GAAP purposes, these assets are generally recorded at depreciated or amortized cost. Another example that will cause our NAV to differ from our GAAP total equity or stockholders’ equity is the straight-lining of rent, which results in a receivable for GAAP purposes that is not included in the determination of our NAV. The fair values of our assets and certain liabilities are determined using widely accepted methodologies and, as appropriate, the GAAP principles within the FASB Accounting Standards Codification under Topic 820, Fair Value Measurements and Disclosures and are used by ALPS in calculating our NAV per share. However, our valuation procedures and our NAV are not subject to GAAP and will not be subject to independent audit. We did not develop our valuation procedures with the intention of complying with fair value concepts under GAAP and, therefore, there could be differences between our fair values and the fair values derived from the principal market or most advantageous market concepts of establishing fair value under GAAP. The aggregate real property valuation of $4.61 billion compares to a GAAP basis of real properties (net of intangible lease liabilities and before accumulated amortization and depreciation) of $4.09 billion, representing a difference of approximately $518.2 million, or 12.7%. 27

Table of Contents As used below, “Fund Interests” means our outstanding shares of common stock, along with OP Units, which may be or were held directly or indirectly by the Advisor, the Former Sponsor, members or affiliates of the Former Sponsor, and third parties, and “Aggregate Fund NAV” means the NAV of all the Fund Interests.

The following table sets forth the components of Aggregate Fund NAV as of June 30, 2022 and December 31, 2021:


	As of
(in thousands)	June 30, 2022		December 31, 2021
Investments in office properties	$	601,450	$	668,700
Investments in retail properties		755,850		890,700
Investments in residential properties		1,678,350		907,000
Investments in industrial properties		1,572,750		983,700
Total investment in real estate properties		4,608,400		3,450,100
Investment in unconsolidated joint venture partnerships		117,100		57,425
Debt-related investments		108,782		106,463
DST Program Loans		85,344		62,123
Total investments		4,919,626		3,676,111
Cash and cash equivalents		19,529		10,605
Restricted cash		4,909		3,747
Other assets		51,724		53,361
Line of credit, term loans and mortgage notes		(1,780,321)		(1,370,554)
Financing obligations associated with our DST Program		(1,088,407)		(682,748)
Other liabilities		(77,874)		(53,639)
Accrued performance participation allocation		(18,379)		(15,327)
Accrued advisory fees		(2,819)		(2,097)
Noncontrolling interests in consolidated joint venture partnerships		(1,255)		(1,176)
Aggregate Fund NAV	$	2,026,733	$	1,618,283
Total Fund Interests outstanding		228,744		197,960

The following table sets forth the NAV per Fund Interest as of June 30, 2022:


	****			****	Class T		****	Class S		****	Class D		****	Class I		****	Class E		****	OP
(in thousands, except per Fund Interest data)		Total			Shares			Shares			Shares			Shares			Shares			Units
Monthly NAV		$	2,026,733		$	192,016		$	409,016		$	70,412		$	573,626		$	483,581		$	298,082
Fund Interests outstanding			228,744			21,672			46,163			7,947			64,741			54,578			33,643
NAV Per Fund Interest		$	8.86		$	8.86		$	8.86		$	8.86		$	8.86		$	8.86		$	8.86

Under GAAP, we record liabilities for ongoing distribution fees that (i) we currently owe the Dealer Manager under the terms of our dealer manager agreement and (ii) we estimate we may pay to the Dealer Manager in future periods for our Fund Interests. As of June 30, 2022, we estimated approximately $46.0 million of ongoing distribution fees were potentially payable to the Dealer Manager. We do not deduct the liability for estimated future distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimated value on the date that we determine our NAV. Accordingly, our estimated NAV at any given time does not include consideration of any estimated future distribution fees that may become payable after such date.

We include no discounts to our NAV for the illiquid nature of our shares, including the limitations on our stockholders’ ability to redeem shares under our share redemption program and our ability to modify or suspend our share redemption program at any time. Our NAV generally does not consider exit costs (e.g. selling costs and commissions related to the sale of a property) that would likely be incurred if our assets and liabilities were liquidated or sold today. While we may use market pricing concepts to value individual components of our NAV, our per share NAV is not derived from the market pricing information of open-end real estate funds listed on stock exchanges.

Our NAV is not a representation, warranty or guarantee that: (i) we would fully realize our NAV upon a sale of our assets; (ii) shares of our common stock would trade at our per share NAV on a national securities exchange; and (iii) a stockholder would be able to realize the per share NAV if such stockholder attempted to sell his or her shares to a third party. 28

Table of Contents The valuations of our real properties as of June 30, 2022, excluding certain newly acquired properties that are currently held at cost which we believe reflects the fair value of such properties, were provided by the Independent Valuation Advisor in accordance with our valuation procedures. Certain key assumptions that were used by the Independent Valuation Advisor in the discounted cash flow analysis are set forth in the following table based on weighted-averages by property type.


										Weighted-
	****	Office	****	Retail	****	Residential	****	Industrial	****	Average Basis
Exit capitalization rate		6.06	%	6.24	%	4.64	%	4.81	%	5.16	%
Discount rate / internal rate of return		6.60	%	6.85	%	5.93	%	5.82	%	6.14	%
Average holding period (years)		9.6		10.0		10.0		10.1		10.0

A change in the exit capitalization and discount rates used would impact the calculation of the value of our real property. For example, assuming all other factors remain constant, the changes listed below would result in the following effects on the value of our real properties, excluding certain newly acquired properties that are currently held at cost which we believe reflects the fair value of such properties:


	****	Hypothetical	****		****		****		****		****	Weighted-	****
Input		Change		Office		Retail		Residential		Industrial		Average Values	****
Exit capitalization rate (weighted-average)		0.25% decrease		3.04	%	2.51	%	3.82	%	3.93	%	3.52	%
		0.25% increase		(2.79)	%	(2.31)	%	(3.43)	%	(3.54)	%	(3.19)	%
Discount rate (weighted-average)		0.25% decrease		2.05	%	1.90	%	2.03	%	2.11	%	2.04	%
		0.25% increase		(2.00)	%	(1.86)	%	(1.98)	%	(2.06)	%	(1.99)	%

From September 30, 2017 through November 30, 2019, we valued our debt-related investments and real estate-related liabilities generally in accordance with fair value standards under GAAP. Beginning with our valuation for December 31, 2019, our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity (which for fixed rate debt not subject to interest rate hedges may be the date near maturity at which time the debt will be eligible for prepayment at par for purposes herein), including those subject to interest rate hedges, were valued at par (i.e. at their respective outstanding balances). In addition, because we utilize interest rate hedges to stabilize interest payments (i.e. to fix all-in interest rates through interest rate swaps or to limit interest rate exposure through interest rate caps) on individual loans, each loan and associated interest rate hedge is treated as one financial instrument which is valued at par if intended to be held to maturity. This policy of valuing at par applies regardless of whether any given interest rate hedge is considered as an asset or liability for GAAP purposes. Notwithstanding, if we acquire an investment and assume associated in-place debt from the seller that is above-or below-market, then consistent with how we recognize assumed debt for GAAP purposes when acquiring an asset with pre-existing debt in place, the liabilities used in the determination of our NAV will include the market value of such debt based on market value as of the closing date. The associated premium or discount on such debt as of closing that is reflected in our liabilities will then be amortized through loan maturity. Per our valuation policy, the corresponding investment is valued on an unlevered basis for purposes of determining NAV. Accordingly, all else equal, we would not recognize an immediate gain or loss to our NAV upon acquisition of an investment whereby we assume associated pre-existing debt that is above- or below-market. As of June 30, 2022, we classified all of our debt as intended to be held to maturity, and our liabilities included mark-to-market adjustments for pre-existing debt that we assumed upon acquisition. We currently estimate the fair value of our debt (inclusive of associated interest rate hedges) that was intended to be held to maturity as of June 30, 2022 was $52.4 million lower than the carrying value used for purposes of calculating our NAV (as described above) for such debt in aggregate; meaning that if we used the fair value of our debt rather than the carrying value used for purposes of calculating our NAV (and treated the associated hedge as part of the same financial instrument), our NAV would have been higher by approximately $52.4 million, or $0.23 per share, not taking into account all of the other items that impact our monthly NAV, as of June 30, 2022. 29

Table of Contents Reconciliation of Stockholders’ Equity and Noncontrolling Interests to NAV

The following table reconciles stockholders’ equity and noncontrolling interests per our condensed consolidated balance sheet to our NAV as of June 30, 2022:


(in thousands)		As of June 30, 2022
Total stockholder's equity		$	772,748
Noncontrolling interests			228,185
Total equity under GAAP			1,000,933

Adjustments:
Accrued distribution fee (1)			45,972
Unrealized net real estate, debt and interest rate hedge appreciation (depreciation) (2)			487,465
Accumulated depreciation and amortization (3)			477,255
Other adjustments (4)			15,108
Aggregate Fund NAV		$	2,026,733
(1)	Accrued distribution fee represents the accrual for the full cost of the distribution fee for Class T, Class S, and Class D shares. Under GAAP, we accrued the full cost of the distribution fee payable over the life of each share (assuming such share remains outstanding the length of time required to pay the maximum distribution fee) as an offering cost at the time we sold the Class T, Class S, and Class D shares. For purposes of calculating the NAV, we recognize the distribution fee as a reduction of NAV on a monthly basis when such fee is paid and do not deduct the liability for estimated future distribution fees that may become payable after the date as of which our NAV is calculated.
---	---
(2)	Our real estate and real estate-related investments are presented as historical cost in our condensed consolidated financial statements. Additionally, our mortgage notes, term loans and line of credit are presented at their carrying value in our condensed consolidated financial statements. As such, any increases of decreases in the fair market value of our real estate and real estate-related investments or our debt instruments are not included in our GAAP results. For purposes of determining our NAV, our real estate and real estate-related investments and certain of our debt are recorded at fair value. Notwithstanding, our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity, including those subject to interest rates hedges, are valued at par (i.e. at their respective outstanding balances).
---	---
(3)	We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of determining our NAV.
---	---
(4)	Includes (i) straight-line rent receivables, which are recorded in accordance with GAAP but not recorded for purposes of determining our NAV (ii) redeemable noncontrolling interests related to our OP Units, which are included in our determination of NAV but not included in total equity, and (iii) other minor adjustments.
---	---

Performance

Our NAV increased from $8.17 per share as of December 31, 2021 to $8.86 per share as of June 30, 2022. The increase in NAV was primarily driven by performance of our real estate portfolio, including the dispositions of one office property, five retail properties, and a retail land parcel for net proceeds of approximately $251.8 million, which resulted in an increase to NAV, as well as the acquisitions of 21 industrial properties, seven residential properties, and one life science property for an aggregate contractual purchase price of $1.2 billion, which have been accretive to portfolio returns. Additionally, strong leasing and above-average market rent growth in the industrial and residential sectors have driven performance. 30

Table of Contents Effective December 31, 2019, our board of directors approved amendments to our valuation procedures which revised the way we value property-level mortgages, corporate-level credit facilities and associated interest rate hedges when loans, including associated interest rate hedges, are intended to be held to maturity, effectively eliminating all mark-to-market adjustments for such loans and hedges from the calculation of our NAV. The following table summarizes the impact of interest rate movements on our share class returns assuming we continued to include the mark-to-market adjustments for all borrowing-related interest rate hedge and debt instruments beginning with the December 31, 2019 NAV:


	****		****		****	One-Year	****		****		****	Since NAV	****
		Trailing				(Trailing		Three-Year		Five-Year		Inception	****
(as of June 30, 2022) (1)		Three-Months		Year-to-Date		12-Months)		Annualized		Annualized		Annualized (2)	****
Class T Share Total Return (with upfront selling commissions and dealer manager fees) (3)		(0.64)	%	6.59	%	16.00	%	9.78	%	7.02	%	7.27	%
Adjusted Class T Share Total Return (with upfront selling commissions and dealer manager fees) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)		0.14	%	9.89	%	19.62	%	10.59	%	7.49	%	7.51	%
Difference		(0.78)	%	(3.30)	%	(3.62)	%	(0.81)	%	(0.47)	%	(0.24)	%

Class T Share Total Return (without upfront selling commissions and dealer manager fees) (3)		2.84	%	10.32	%	20.06	%	11.05	%	7.67	%	7.41	%
Adjusted Class T Share Total Return (without upfront selling commissions and dealer manager fees) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)		3.65	%	13.73	%	23.81	%	11.87	%	8.15	%	7.65	%
Difference		(0.81)	%	(3.41)	%	(3.75)	%	(0.82)	%	(0.48)	%	(0.24)	%

Class S Share Total Return (with upfront selling commissions and dealer manager fees) (3)		(0.64)	%	6.59	%	16.00	%	9.78	%	7.02	%	7.27	%
Adjusted Class S Share Total Return (with upfront selling commissions and dealer manager fees) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)		0.14	%	9.89	%	19.62	%	10.59	%	7.49	%	7.51	%
Difference		(0.78)	%	(3.30)	%	(3.62)	%	(0.81)	%	(0.47)	%	(0.24)	%

Class S Share Total Return (without upfront selling commissions and dealer manager fees) (3)		2.84	%	10.32	%	20.06	%	11.05	%	7.67	%	7.41	%
Adjusted Class S Share Total Return (without upfront selling commissions and dealer manager fees) (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)		3.65	%	13.73	%	23.81	%	11.87	%	8.15	%	7.65	%
Difference		(0.81)	%	(3.41)	%	(3.75)	%	(0.82)	%	(0.48)	%	(0.24)	%

Class D Share Total Return (3)		2.99	%	10.65	%	20.78	%	11.72	%	8.32	%	7.73	%
Adjusted Class D Share Total Return (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)		3.80	%	14.07	%	24.55	%	12.54	%	8.79	%	7.97	%
Difference		(0.81)	%	(3.42)	%	(3.77)	%	(0.82)	%	(0.47)	%	(0.24)	%

Class I Share Total Return (3)		3.05	%	10.79	%	21.08	%	11.99	%	8.59	%	8.13	%
Adjusted Class I Share Total Return (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)		3.87	%	14.21	%	24.86	%	12.82	%	9.07	%	8.37	%
Difference		(0.82)	%	(3.42)	%	(3.78)	%	(0.83)	%	(0.48)	%	(0.24)	%

Class E Share Return Total Return (3)		3.05	%	10.79	%	21.08	%	11.99	%	8.60	%	8.18	%
Adjusted Class E Share Total Return (continued inclusion of mark-to-market adjustments for borrowing-related interest rate hedge and debt instruments) (4)		3.87	%	14.21	%	24.86	%	12.82	%	9.08	%	8.42	%
Difference		(0.82)	%	(3.42)	%	(3.78)	%	(0.83)	%	(0.48)	%	(0.24)	%
(1)	Performance is measured by total return, which includes income and appreciation (i.e., distributions and changes in NAV) and is a compound rate of return that assumes reinvestment of all distributions for the respective time period, and excludes upfront selling commissions and dealer manager fees paid by investors, except for returns noted “with upfront selling commissions and dealer manager fees” (“Total Return”). Past performance is not a guarantee of future results. Current performance may be higher or lower than the performance data quoted.
---	---
(2)	NAV inception was September 30, 2012, which is when we first sold shares of our common stock after converting to an NAV-based REIT on July 12, 2012. Investors in our fixed price offerings prior to NAV inception on September 30, 2012 are likely to have a lower return.
---	---

Table of Contents

(3)	The Total Returns presented are based on actual NAVs at which stockholders transacted, calculated pursuant to our valuation procedures. From NAV inception to November 30, 2019, these NAVs reflected mark-to-market adjustments on our borrowing-related interest rate hedge positions; and from September 1, 2017 to November 30, 2019, these NAVs also reflected mark-to-market adjustments on our borrowing-related debt instruments. Prior to September 1, 2017, our valuation policies dictated marking borrowing-related debt instruments to par except in certain circumstances; therefore, we did not formally track mark-to-market adjustments on our borrowing-related debt instruments during such time.
(4)	The Adjusted Total Returns presented are based on adjusted NAVs calculated as if we had continued to mark our hedge and debt instruments to market following a policy change to largely exclude borrowing-related interest rate hedge and debt marks to market from our NAV calculations (except in certain circumstances pursuant to our valuation procedures), beginning with our NAV calculated as of December 31, 2019 NAV. Therefore, the NAVs used in the calculation are identical to those presented per Note (3) above from NAV inception through November 30, 2019. The adjusted NAVs include the incremental impacts to advisory fees and performance fees; however, the adjusted NAVs are not assumed to have impacted any share purchase or redemption. For calculation purposes, transactions were assumed to occur at the adjusted NAVs.
---	---

(3)

The Total Returns presented are based on actual NAVs at which stockholders transacted, calculated pursuant to our valuation procedures. From NAV inception to November 30, 2019, these NAVs reflected mark-to-market adjustments on our borrowing-related interest rate hedge positions; and from September 1, 2017 to November 30, 2019, these NAVs also reflected mark-to-market adjustments on our borrowing-related debt instruments. Prior to September 1, 2017, our valuation policies dictated marking borrowing-related debt instruments to par except in certain circumstances; therefore, we did not formally track mark-to-market adjustments on our borrowing-related debt instruments during such time.

(4)

The Adjusted Total Returns presented are based on adjusted NAVs calculated as if we had continued to mark our hedge and debt instruments to market following a policy change to largely exclude borrowing-related interest rate hedge and debt marks to market from our NAV calculations (except in certain circumstances pursuant to our valuation procedures), beginning with our NAV calculated as of December 31, 2019 NAV. Therefore, the NAVs used in the calculation are identical to those presented per Note (3) above from NAV inception through November 30, 2019. The adjusted NAVs include the incremental impacts to advisory fees and performance fees; however, the adjusted NAVs are not assumed to have impacted any share purchase or redemption. For calculation purposes, transactions were assumed to occur at the adjusted NAVs.

---

Inflation and Rising Interest Rates

In the United States, inflation is at a 40-year high, and its impact on the U.S. economy and the impact of any measures that may be taken by government officials to curb inflation remain uncertain. Beginning in March of 2022, the United States Federal Reserve began raising the federal funds rate in an effort to curb inflation. As a result, interest rates and costs of borrowing have risen dramatically. The Federal Reserve’s action, coupled with other macroeconomic factors, may trigger a recession in the United States, globally, or both. In addition, periods of excessive or prolonged inflation and rising interest rates may negatively impact our customers’ businesses, resulting in increased vacancy, concessions or bad debt expense, which may adversely and materially affect our net operating income and NAV. These factors may also impact our customers’ ability to pay contractual rent, or where applicable expense reimbursements, requiring us to absorb a larger share of operating expenses. In combination with a potential U.S. and/or global recession, we may also experience a slowdown in the rate of increase in rental rates or a decrease in rental rates over time, which may adversely and materially affect our net operating income and NAV. In addition, rising interest rates may have other detrimental effects on our business. For example, rising interest rates could restrict our liquidity based on certain financial covenant requirements as well as our inability to refinance maturing debt in part or in full as it comes due depending on rates at such time. A rise in interest rates could also increase capitalization rates and make alternative interest bearing and other investments more attractive and, therefore, potentially lower the relative value of our existing real estate investments and our NAV. Finally, the combined impact of increased interest rates and a potential recession could cause prospective investors to become reluctant to purchase our shares or existing investors to redeem their shares, thus curtailing our ability to purchase new accretive, real estate investments that satisfy our investment criteria. We continue to monitor the uncertainty surrounding inflation and rising interest rates and the impact that these factors may have on the U.S. economy and on our business.

Conflict in Ukraine

The conflict between Russia and Ukraine has increased the disruption, instability and volatility in global markets and industries. We do not have any investments in Russia, Belarus or Ukraine. Therefore, to date, we have not been materially impacted by the actions of the Russian government. Market disruptions in a single country could cause a worsening of conditions on a regional and even global level, as economic problems in a single country can significantly impact other markets and economies. While the direct impact on us of Russia's invasion of Ukraine is limited, we are being affected by increases in the price of oil as a result of sanctions on Russia, which contributes to overall inflation and increased costs. The ongoing conflict could cause increased volatility in the economies and financial markets of countries throughout the region, or even globally. We continue to monitor the uncertainty surrounding the extent and duration of this ongoing conflict and the impact that it may have on the global economy and on our business.

Impacts of COVID-19

With respect to COVID-19, we are continuing to assess impacts to our portfolio and commercial real estate more broadly. Our properties have not experienced the same level of stress and valuation declines seen within harder hit sectors in which we are not invested such as hospitality, gaming, senior housing or shopping malls, nor do we have any investments in real estate securities which have experienced significant volatility. As of June 30, 2022, contractual rent collections are consistent with average annual collections prior to the pandemic. In addition, we are pleased to report that our retail portfolio as a whole has remained stable, and many of our customers are successfully supplementing their in-store sales with e-commerce and curbside pick-up.

We remain an active buyer of institutional quality, income-producing and defensive real estate, particularly within the industrial and residential sectors which we believe should provide increased appreciation potential for the fund over time and complement our retail and office investment allocations that provide for higher income potential. Accordingly, during the six months ended June 30, 2022, 32

Table of Contents we directly acquired 21 industrial properties, seven residential properties, and one office property, specifically a life science property, in 2022 for an aggregate contractual purchase price of $1.2 billion.

RESULTS OF OPERATIONS

Summary of 2022 Activities

During the six months ended June 30, 2022, we completed the following activities:

●	We acquired 21 industrial properties, seven residential properties, and one office property, specifically a life science property comprising 5.7 million square feet for an aggregate contractual purchase price of approximately $1.2 billion.
●	We sold five retail properties, one office property, and a retail land parcel for net proceeds of approximately $251.8 million and recorded a net gain on sale of approximately $83.5 million related to the sale of these properties.
---	---
●	We leased approximately 613,000 square feet of our commercial properties, which included 271,000 square feet of new leases and 342,000 square feet of renewals. Additionally, our residential rent increases on new lease trade outs and renewals averaged 21% and 18%, respectively, during the second quarter of 2022 (excluding residential properties acquired during the second quarter of 2022). We are currently 95.2% occupied (95.6% leased) as of June 30, 2022, as compared to 94.0% occupied (94.6% leased) as of December 31, 2021.
---	---
●	We decreased our leverage ratio from 37.6% as of December 31, 2021, to 36.2% as of June 30, 2022. Our leverage ratio for reporting purposes is calculated as the outstanding principal balance of our borrowings less cash and cash equivalents divided by the fair value of our real property, net investment in unconsolidated joint venture partnerships and debt-related investments not associated with the DST Program (determined in accordance with our valuation procedures).
---	---
●	We raised $230.6 million of gross proceeds from the sale of common stock in our ongoing public primary offerings and $13.9 million from the sale of common stock under our distribution reinvestment plan. Additionally, we raised $442.7 million of gross capital through private placement offerings by selling DST Interests, $28.0 million of which were financed by DST Program Loans.
---	---
●	We redeemed 3.4 million shares of common stock at a weighted-average purchase price of $8.37 per share for an aggregate amount of $28.5 million.
---	---
●	We entered into five interest rate swap agreements with a notional amount of $350.0 million that become effective in July 2022.
---	---

Table of Contents Results for the Three and Six Months Ended June 30, 2022 Compared to Prior Periods

The following table summarizes our results of operations for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022 and six months ended June 30, 2022, as compared to the six months ended June 30, 2021. We evaluate the performance of consolidated operating properties we own and manage using a same store analysis because the population of properties in this analysis is consistent from period to period, thereby eliminating the effects of any material changes in the composition of the aggregate portfolio on performance measures. We have defined the same store portfolio to include consolidated operating properties owned for the entirety of both the current and prior reporting periods for which the operations had been stabilized. Other operating properties not meeting the same store criteria are reflected in the non-same store portfolio. The same store operating portfolio for the three months ended June 30, 2022 as compared to the three months ended March 31, 2022 presented below includes 62 properties totaling 12.8 million square feet owned as of January 1, 2022, which represented 69.2% of total rentable square feet as of June 30, 2022. The same store operating portfolio for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021 presented below includes 46 properties totaling approximately 9.6 million square feet owned as of January 1, 2021, which represented 51.9% of total rentable square feet as of June 30, 2022.


	For the Three Months Ended						Change		For the Six Months Ended						Change
( in thousands, except per square foot data)	June 30, 2022			March 31, 2022				%	June 30, 2022			June 30, 2021				%
Rental revenues:
Same store properties	$	57,289		$	56,407			1.6	$	85,012		$	82,116			3.5	%
Non-same store properties		16,205			6,098			NM		50,987			16,945			NM
Total rental revenues		73,494			62,505			17.6		135,999			99,061			37.3
Rental expenses:
Same store properties		(18,943)			(19,161)			1.1		(28,685)			(27,654)			(3.7)
Non-same store properties		(5,953)			(2,153)			NM		(17,525)			(6,822)			NM
Total rental expenses		(24,896)			(21,314)			(16.8)		(46,210)			(34,476)			(34.0)
Net operating income:
Same store properties		38,346			37,246			3.0		56,327			54,462			3.4
Non-same store properties		10,252			3,945			NM		33,462			10,123			NM
Total net operating income		48,598			41,191			18.0		89,789			64,585			39.0
Other income and (expenses):
Debt-related income		846			3,468			(75.6)		4,314			4,443			(2.9)
Real estate-related depreciation and amortization		(36,903)			(27,451)			(34.4)		(64,354)			(33,907)			(89.8)
General and administrative expenses		(2,594)			(2,037)			(27.3)		(4,631)			(4,399)			(5.3)
Advisory fees, related party		(8,227)			(7,144)			(15.2)		(15,370)			(9,909)			(55.1)
Performance participation allocation		(6,186)			(12,192)			49.3		(18,379)			(3,995)			NM
Acquisition costs and reimbursements		(1,093)			(1,629)			32.9		(2,722)			(713)			NM
Impairment of real estate property		—			—			—		—			(758)			100.0
Equity in income (loss) from unconsolidated joint venture partnerships		1,718			(1,010)			NM		708			—			—
Interest expense		(33,774)			(24,410)			(38.4)		(58,184)			(33,611)			(73.1)
Gain on sale of real estate property		29,643			53,881			(45.0)		83,524			27,342			NM
Gain on extinguishment of debt and financing commitments, net		(8)			—			(100.0)		(8)			—			(100.0)
Other income		1,413			2,127			(33.6)		3,540			750			NM
Total other (expenses) income		(55,165)			(16,397)			NM		(71,562)			(54,757)			(30.7)
Net income		(6,567)			24,794			NM		18,227			9,828			85.5
Net income attributable to redeemable noncontrolling interests		60			(246)			NM		(186)			(70)			NM
Net income attributable to noncontrolling interests		919			(3,537)			NM		(2,618)			(776)			NM
Net income attributable to common stockholders	$	(5,588)		$	21,011			NM	$	15,423		$	8,982			71.7
Same store supplemental data:
Same store average percentage occupied		93.4	%		93.6	%				92.8	%		93.8	%
Same store average annualized base rent per square foot	$	15.19		$	14.23				$	14.18		$	14.44

All values are in US Dollars.

NM = Not meaningful 34

Table of Contents

Rental Revenues. Rental revenues are comprised of rental income, straight-line rent, and amortization of above- and below-market lease assets and liabilities. Total rental revenues increased by $11.0 million and $36.9 million for the three and six months ended June 30, 2022, respectively, as compared to the three and six months ended March 31, 2022 and June 30, 2021, respectively. For the three months ended June 30, 2022, same store revenues increased by $0.9 million, as compared to the three months ended March 31, 2022, primarily driven by increased occupancy and rental rates at certain of our residential and industrial properties in 2022. For the six months ended June 30, 2022, same store revenues increased by $2.9 million, as compared to the six months June 30, 2021, primarily driven by increased market rents and reduced rent concessions at the residential properties in the second quarter of 2022. Non-same store revenue increased by $10.1 million and $34.0 million for the three and six months ended June 30, 2022, as compared to the three months and six months ended March 31, 2022 and June 30, 2021, respectively, as a result of net positive acquisition activity, with acquisitions primarily in the industrial and residential segments and dispositions primarily in the office and retail segments.

The following table presents the components of our consolidated rental revenues:


	For the Three Months Ended				Change			For the Six Months Ended June 30,				Change
(in thousands)	June 30, 2022		March 31, 2022			%		2022		2021			%
Rental income	$	71,229	$	60,752		17.2	%	$	131,981	$	95,884		37.6	%
Straight-line rent		1,240		726		70.8			1,966		1,869		5.2
Amortization of above- and below-market intangibles		1,025		1,027		(0.2)			2,052		1,308		56.9
Total rental revenues	$	73,494	$	62,505		17.6	%	$	135,999	$	99,061		37.3	%

All values are in US Dollars.

Rental Expenses. Rental expenses include certain property operating expenses typically reimbursed by our customers, such as real estate taxes, property insurance, property management fees, repair and maintenance, and include certain non-recoverable expenses, such as consulting services and roof repairs. Total rental expenses for the three and six months ended June 30, 2022 increased by $3.6 million and $11.7 million, as compared to the three and six months ended March 31, 2022 and June 30, 2021, respectively, primarily due to (i) an increase in non-same store rental expenses as a result of our acquisition activity since January 1, 2021, which was partially offset by our disposition activity since January 1, 2021; and (ii) increased real estate tax expense driven by net acquisition activity and operating expenses associated with certain properties.

The following table presents the various components of our rental expenses:


	For the Three Months Ended								For the Six Months Ended
	June 30,		March 31		Change				June 30,				Change
(in thousands)	2022		2022			****	%		2022		2021			****	%
Real estate taxes	$	10,718	$	8,822			21.5	%	$	19,540	$	14,043			39.1	%
Repairs and maintenance		5,200		4,883			6.5			10,083		9,682			4.1
Utilities		2,484		2,530			(1.8)			5,014		3,417			46.7
Property management fees		1,723		1,561			10.4			3,284		2,407			36.4
Insurance		1,254		958			30.9			2,212		1,121			97.3
Other		3,517		2,560			37.4			6,077		3,806			59.7
Total rental expenses	$	24,896	$	21,314			16.8	%	$	46,210	$	34,476			34.0	%

All values are in US Dollars.

Other Income and Expenses. The net amount of other expenses increased by $38.8 million for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022, primarily as a result of (i) a decrease in gain from disposition of $24.2 million (ii) an increase in real estate-related depreciation and amortization of $9.5 million driven by our net acquisition activity; and (iii) an increase in interest expense of $9.4 million driven by higher interest expense on financing obligations associated with an increase in the sale of interests related to our DST Program.

The net amount of other expenses increased $16.8 million for the six months ended June 30, 2022, as compared to the same period in 2021, primarily as a result of (i) an increase in performance participation allocation of $14.4 million driven by the increased performance of our portfolio; (ii) an increase in real estate-related depreciation and amortization of $30.4 million driven by our net acquisition activity and lease termination amortization; and (iii) an increase in interest expense of $24.6 million driven by higher interest expense on financing obligations associated with an increase in the sale of interests related to our DST Program. The increase in these expenses was partially offset by an increase in gain from dispositions of $56.2 million.

Segment Summary for the Three and Six months ended June 30, 2022 Compared to Prior Periods

Our segments are based on our internal reporting of operating results used to assess performance based on the type of our properties. Our markets are aggregated into four reportable segments: office, retail, residential and industrial. These segments are comprised of the markets by which management and its operating teams conduct and monitor business. See “Note 14 to the Condensed 35

Table of Contents Consolidated Financial Statements” for further information on our segments. Management considers rental revenues and net operating income (“NOI”) aggregated by segment to be the appropriate way to analyze performance. See “Additional Measures of Performance” below for detail regarding the use of NOI. The following table summarizes certain operating trends in our consolidated same store properties by segment:


	For the Three Months Ended										For the Six Months Ended
	June 30,			March 31			Change				June 30,						Change
($ in thousands, except per square foot data)	2022			2022					%		2022			2021				%
Rental revenues:
Office	$	12,508		$	12,771		$	(263)	(2.1)	%	$	25,278		$	25,029			1.0	%
Retail		15,060			14,970			90	0.6			27,413			26,758			2.4
Residential		15,673			14,811			862	5.8			15,810			13,648			15.8
Industrial		14,048			13,855			193	1.4			16,511			16,681			(1.0)
Total same store rental revenues		57,289			56,407			882	1.6			85,012			82,116			3.5
Non-same store properties		16,205			6,098			10,107	NM			50,987			16,945			NM
Total rental revenues	$	73,494		$	62,505		$	10,989	17.6	%	$	135,999		$	99,061			37.3	%
NOI:
Office	$	7,014		$	7,118		$	(104)	(1.5)	%	$	14,132		$	14,292			(1.1)	%
Retail		11,528			10,995			533	4.8			20,497			19,987			2.6
Residential		9,131			8,433			698	8.3			9,180			7,239			26.8
Industrial		10,673			10,700			(27)	(0.3)			12,518			12,944			(3.3)
Total same store NOI		38,346			37,246			1,100	3.0			56,327			54,462			3.4
Non-same store properties		10,252			3,945			6,307	NM			33,462			10,123			NM
Total NOI	$	48,598		$	41,191		$	7,407	18.0	%	$	89,789		$	64,585			39.0	%
Same store average percentage occupied:
Office		76.1	%		78.4	%						77.2	%		81.1	%
Retail		93.3			92.5							93.0			92.0
Residential		92.2			93.0							95.5			94.9
Industrial		97.6			97.6							96.8			98.2
Same store average annualized base rent per square foot:
Office	$	34.67		$	34.62						$	34.14		$	34.89
Retail		19.25			19.25							20.00			20.28
Residential		29.36			28.19							22.96			23.27
Industrial		6.18			5.90							4.58			4.85

All values are in US Dollars.

NM = Not meaningful

Office Segment. For the three and six months ended June 30, 2022, our office segment same store NOI decreased by $0.1 million and $0.2 million, respectively, as compared to the three and six months ended March 31, 2022 and June 30, 2021, respectively, primarily due to reduced termination fee revenue at our Bala Pointe property, which was partially offset by increased parking and administration fee revenue and decreased operating expenses at our 3 Second Street property.

Retail Segment. For the three and six months ended June 30, 2022, our retail segment same store NOI increased by $0.5 million and $0.5 million as compared to the three and six months ended March 31, 2022 and June 30, 2021, respectively, primarily due to decreased bad debt expense for one tenant at our Suniland Shopping Center property in the second quarter of 2022, as well as increased occupancy at certain properties during 2022.

Residential Segment. For the three and six months ended June 30, 2022, our residential segment same store NOI increased by $0.7 million and $1.9 million, respectively, as compared to the three and six months ended March 31, 2022 and June 30, 2021, respectively, primarily due to increased market rents and reduced rent concessions at certain of our properties during the second quarter of 2022.

Industrial Segment. For the three months ended June 30, 2022, our industrial segment same store NOI remained consistent as compared to the three months ended March 31, 2022. For the six months ended June 30, 2022, our industrial segment same store NOI decreased by $0.4 million as compared to the six months ended June 30, 2021, primarily due to reduced occupancy at our Kaiser Business Center property.

Table of Contents ADDITIONAL MEASURES OF PERFORMANCE

Net Income and NOI

We define NOI as GAAP rental revenues less GAAP rental expenses. We consider NOI to be an appropriate supplemental performance measure and believe NOI provides useful information to our investors regarding our results of operations because NOI reflects the operating performance of our properties and excludes certain items that are not considered to be controllable in connection with the management of the properties, such as real estate-related depreciation and amortization, general and administrative expenses, advisory fees, impairment charges, interest expense, gains on sale of properties, other income and expense, gains and losses on the extinguishment of debt and noncontrolling interests. However, NOI should not be viewed as an alternative measure of our financial performance since it excludes such items, which could materially impact our results of operations. Further, our NOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating NOI. Therefore, we believe net income (loss), as defined by GAAP, to be the most appropriate measure to evaluate our overall financial performance. Refer to “Results of Operations—Results for the Three and Six Months Ended June 30, 2022 Compared to Prior Periods” above for a reconciliation of our GAAP net income (loss) to NOI for the three months ended June 30, 2022 and March 31, 2022, and for the six months ended June 30, 2022 and June 30, 2021.

Funds From Operations (“FFO”)

We believe that FFO, in addition to net income (loss) and cash flows from operating activities as defined by GAAP, are useful supplemental performance measures that our management uses to evaluate our consolidated operating performance. However, this supplemental, non-GAAP measure should not be considered as an alternative to net income (loss) or to cash flows from operating activities as an indication of our performance and is not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders. No single measure can provide users of financial information with sufficient information and only our disclosures read as a whole can be relied upon to adequately portray our financial position, liquidity, and results of operations. In addition, other REITs may define FFO and similar measures differently and choose to treat certain accounting line items in a manner different from us due to specific differences in investment and operating strategy or for other reasons.

FFO. As defined by the National Association of Real Estate Investment Trusts (“NAREIT”), FFO is a non-GAAP measure that excludes certain items such as real estate-related depreciation and amortization. We believe FFO is a meaningful supplemental measure of our operating performance that is useful to investors because depreciation and amortization in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. By excluding gains or losses on the sale of assets, we believe FFO provides a helpful additional measure of our consolidated operating performance on a comparative basis. We use FFO as an indication of our consolidated operating performance and as a guide to making decisions about future investments.

Table of Contents The following unaudited table presents a reconciliation of GAAP net income (loss) to NAREIT FFO:


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
(in thousands, except per share data)	2022		2021		2022		2021
GAAP net income (loss) attributable to common stockholders	$	(5,588)	$	(8,583)	$	15,423	$	8,982
GAAP net income (loss) per common share—basic and diluted	$	(0.03)	$	(0.06)	$	0.08	$	0.06
Reconciliation of GAAP net income (loss) to NAREIT FFO:
GAAP net income (loss) attributable to common stockholders	$	(5,588)	$	(8,583)	$	15,423	$	8,982
Real estate-related depreciation and amortization		36,903		17,174		64,354		33,907
Impairment of real estate property		—		—		—		758
Gain on sale of real estate property		(29,643)		—		(83,524)		(27,342)
Noncontrolling interests’ share of net income (loss)		(919)		(923)		2,618		776
Redeemable noncontrolling interests' share of net income (loss)		(60)		(64)		186		70
Noncontrolling interests’ share of NAREIT FFO		(66)		(736)		196		(1,572)
Redeemable noncontrolling interests' share of NAREIT FFO		(7)		(51)		9		(117)
NAREIT FFO attributable to common stockholders—basic		620		6,817		(738)		15,462
NAREIT FFO attributable to noncontrolling interests		73		787		(205)		1,689
NAREIT FFO	$	693	$	7,604	$	(943)	$	17,151
Weighted-average shares outstanding—basic		191,158		150,126		184,878		148,005
Weighted-average shares outstanding—diluted		224,857		167,387		217,806		164,255
NAREIT FFO per common share—basic and diluted	$	0.00	$	0.05	$	(0.00)	$	0.10

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our primary sources of capital for meeting our cash requirements include debt financings, cash generated from operating activities, net proceeds from our public and private offerings, and asset sales. Our principal uses of funds are distributions to our stockholders, payments under our debt obligations, redemption payments, acquisition of properties and other investments, and capital expenditures. Over time, we intend to fund a majority of our cash needs, including the repayment of debt and capital expenditures, from operating cash flows and refinancings. As of June 30, 2022, we had approximately $0.9 million of borrowings coming due in the next 12 months, including scheduled amortization payments. We expect to be able to repay our principal obligations over the next 12 months and beyond through operating cash flows, refinancings and/or disposition proceeds. Additionally, given the increase in market volatility, increased interest rates, high inflation and the potential recessionary environment, we may experience a decreased pace of net proceeds raised from our public offering, reducing our ability to purchase assets, which may similarly delay the returns generated from our investments and affect our NAV.

Our Advisor, subject to the oversight of our board of directors and, under certain circumstances, the investment committee or other committees established by our board of directors, will evaluate potential acquisitions or dispositions and will engage in negotiations with buyers, sellers and lenders on our behalf. Pending investment in property, debt, or other investments, we may decide to temporarily invest any unused proceeds from our public offerings in certain investments that are expected to yield lower returns than those earned on real estate assets. These lower returns may affect our NAV and our ability to make distributions to our stockholders. Potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, proceeds from our public and private offerings, proceeds from the sale of assets, and undistributed funds from operations.

As of June 30, 2022, contractual rent collections are consistent with average annual collections prior to the pandemic. We are pleased with these collections given the pandemic’s significant impacts on the broader economy, thus reflecting the relatively defensive nature of our assets.

As of June 30, 2022, our financial position was strong with 36.2% leverage, calculated as outstanding principal balance of our borrowings less cash and cash equivalents divided by the fair value of our real property, net investment in our unconsolidated joint venture partnerships and debt-related investments not associated with the DST Program (determined in accordance with our valuation procedures). In addition, our consolidated portfolio was 95.2% occupied (95.6% leased) as of June 30, 2022 and is diversified across 90 properties totaling 18.5 million square feet across 33 geographic markets. Our properties contain a diverse roster of 395 commercial customers, large and small, and has an allocation based on fair value of real estate properties as determined by our NAV calculation of 34.1% industrial, 36.4% residential, 16.4% retail which is primarily grocery-anchored, and 13.1% office. 38

Table of Contents We believe that our cash on-hand, anticipated net offering proceeds, proceeds from our line of credit, and other financing and disposition activities should be sufficient to meet our anticipated future acquisition, operating, debt service, distribution and redemption requirements.

Cash Flows. The following table summarizes our cash flows for the following periods:


	For the Six Months Ended June 30,
(in thousands)	2022		2021		Change
Total cash provided by (used in):
Operating activities	$	49,620	$	21,863
Investing activities		(992,774)		(126,550)
Financing activities		953,240		105,301
Net (decrease) increase in cash, cash equivalents and restricted cash	$	10,086	$	614

All values are in US Dollars.

Net cash provided by operating activities increased by approximately $27.8 million for the six months ended June 30, 2022, compared to the same period in 2021, primarily due to growth in our property operations as a result of our acquisition activity over the last year.

Net cash used in investing activities increased by approximately $866.2 million for the six months ended June 30, 2022, compared to the same period in 2021, primarily due to (i) an increase in acquisition activity of $1.0 billion; and (ii) investment activity related to our investment in unconsolidated joint venture partnerships for $47.9 million that we entered into in the fourth quarter of 2021. These drivers were partially offset by an increase in net disposition proceeds of $202.9 million.

Net cash provided by financing activities increased by approximately $847.9 million for the six months ended June 30, 2022, compared to the same period in 2021, primarily due to an increase in net offering activity from our DST Program and public offering of $427.2 million and an increase in net borrowing activity of $425.4 million.

Capital Resources and Uses of Liquidity

In addition to our cash and cash equivalents balances available, our capital resources and uses of liquidity are as follows:

Line of Credit and Term Loans. As of June 30, 2022, we had an aggregate of $1.5 billion of commitments under our unsecured credit agreement, including $700.0 million under our line of credit and $800.0 million under our two term loans. As of that date, we had: (i) $383.0 million outstanding under our line of credit; and (ii) $800.0 million outstanding under our term loans. The weighted-average effective interest rate across all of our unsecured borrowings is 3.09%, which includes the effect of the interest rate swap agreements related to $300.0 million in borrowings under our term loans.

As of June 30, 2022, the unused and available portions under our line of credit were $317.0 million and $316.8 million, respectively. Our $700.0 million line of credit matures in November 2025, and may be extended pursuant to two six-month extension options, subject to certain conditions, including the payment of extension fees. One $400.0 million term loan matures in November 2026, with no extension option available. Our other $400.0 million term loan matures in January 2027, with no extension option available. Our line of credit borrowings are available for general corporate purposes, including but not limited to the refinancing of other debt, payment of redemptions, acquisition and operation of permitted investments. Refer to “Note 5 to the Condensed Consolidated Financial Statements” for additional information regarding our line of credit and term loans.

LIBOR is expected to be phased out or modified by June 2023. As of June 30, 2022, our line of credit, term loans and certain of our mortgage notes have an initial or extended maturity dates beyond 2023 with exposure to LIBOR. The agreements governing these loans provide procedures for determining a replacement or alternative base rate in the event that LIBOR is discontinued. However, there can be no assurances as to whether such replacement or alternative base rate will be more or less favorable than LIBOR. We 39

Table of Contents intend to monitor the developments with respect to the phasing out of LIBOR after 2023 and work with our lenders to seek to ensure any transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR.

Mortgage Notes. As of June 30, 2022, we had property-level borrowings of approximately $588.4 million outstanding with a weighted-average remaining term of approximately 4.8 years. These borrowings are secured by mortgages or deeds of trust and related assignments and security interests in the collateralized properties, and had a weighted-average interest rate of 3.63%. Refer to “Note 5 to the Condensed Consolidated Financial Statements” for additional information regarding the mortgage notes.

Debt Covenants. Our line of credit, term loan and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, our line of credit and term loan agreements contain certain corporate level financial covenants, including leverage ratio, fixed charge coverage ratio, and tangible net worth thresholds. These covenants may limit our ability to incur additional debt, or to pay distributions. We were in compliance with our debt covenants as of June 30, 2022.

Leverage. We use financial leverage to provide additional funds to support our investment activities. We may finance a portion of the purchase price of any real estate asset that we acquire with borrowings on short or long-term basis from banks, life insurance companies and other lenders. We calculate our leverage for reporting purposes as the outstanding principal balance of our borrowings less cash and cash equivalents divided by the fair value of our real property, net investment in our unconsolidated joint venture partnerships and debt-related investments not associated with the DST Program (determined in accordance with our valuation procedures). We had leverage of 36.2% as of June 30, 2022. Our current leverage target is between 40-60%. Although we will generally work to maintain our targeted leverage ratio, there are no assurances that we will maintain the targeted range disclosed above or achieve any other leverage ratio that we may target in the future. Due to the increase in interest rates in 2022, increased market volatility, and the potential of a global recession in the near-term, the cost of financing or refinancing our purchase of assets may affect returns generated by our investments. Additionally, these factors may cause our borrowing capacity to be reduced, which could similarly delay or reduce benefits to our stockholders.

Offering Proceeds. For the six months ended June 30, 2022, the amount of aggregate gross proceeds raised from our public offerings (including shares issued pursuant to the distribution reinvestment plan) was $244.5 million ($228.8 million net of direct selling costs).

Distributions. To obtain the favorable tax treatment accorded to REITs, we normally will be required each year to distribute to our stockholders at least 90% of our real estate investment trust taxable income, determined without regard to the deduction for distributions paid and by excluding net capital gains. The payment of distributions is determined by our board of directors and may be adjusted at its discretion at any time. Distribution levels are set by our board of directors at a level it believes to be appropriate and sustainable based upon a review of a variety of factors including the current and anticipated market conditions, current and anticipated future performance and make-up of our investments, our overall financial projections and expected future cash needs. We intend to continue to make distributions on a monthly basis.

Table of Contents The following table outlines sources used, as determined on a GAAP basis, to pay total gross distributions (which are paid in cash or reinvested in shares of our common stock through our distribution reinvestment plan) for the periods indicated below:


	For the Three Months Ended June 30, 2022				For the Three Months Ended June 30, 2021
(in thousands)	Amount		Percentage		Amount		Percentage
Distributions
Paid in cash (1)	$	13,715	65.1	%	$	9,962	63.5	%
Reinvested in shares		7,362	34.9			5,723	36.5
Total (2)	$	21,077	100.0	%	$	15,685	100.0	%
Sources of Cash Distributions
Cash flows from operating activities	$	13,715	100.0	%	$	9,962	100.0	%
Borrowings		—	—			—	—
Total (2)	$	13,715	100.0	%	$	9,962	100.0	%


		For the Six Months Ended June 30, 2022				For the Six Months Ended June 30, 2021
(in thousands)		Amount		Percentage		Amount		Percentage
Distributions
Paid in cash (1)		$	26,600	65.1	%	$	19,534	63.5	%
Reinvested in shares			14,238	34.9			11,249	36.5
Total (2)		$	40,838	100.0	%	$	30,783	100.0	%
Sources of Cash Distributions
Cash flows from operating activities		$	26,600	100.0	%	$	19,534	100.0	%
Borrowings			—	—			—	—
Total (2)		$	26,600	100.0	%	$	19,534	100.0	%
(1)	Includes other cash distributions consisting of: (i) distributions paid to noncontrolling interest holders; and (ii) ongoing distribution fees paid to the Dealer Manager with respect to Class T, Class S and Class D shares.
---	---
(2)	Includes distributions paid to holders of OP Units for redeemable noncontrolling interests.
---	---

For the three months ended June 30, 2022 and 2021, our FFO was $0.7 million, or 3.3% of our total distributions, and $7.6 million, or 48.5% of our total distributions, respectively. For the six months ended June 30, 2022 and 2021, our FFO was a $0.9 million loss, or 2.3% of our total distributions and $17.2 million, or 55.7% of our total distributions, respectively. FFO is a non-GAAP operating metric and should not be used as a liquidity measure. However, management believes the relationship between FFO and distributions may be meaningful for investors to better understand the sustainability of our operating performance compared to distributions made. Refer to “Additional Measures of Performance” above for the definition of FFO, as well as a detailed reconciliation of our GAAP net income (loss) to FFO.

Redemptions. Below is a summary of redemptions and repurchases pursuant to our share redemption program for the six months ended June 30, 2022 and 2021. Our board of directors may modify or suspend our current share redemption programs if it deems such action to be in the best interest of our stockholders. Refer to Part II, Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds—Share Redemption Program” for detail regarding our share redemption program.


	For the Six Months Ended June 30,
(in thousands, except for per share data)	2022			2021
Number of shares requested for redemption or repurchase		3,408			4,676
Number of shares redeemed or repurchased		3,408			4,676
% of shares requested that were redeemed or repurchased		100.0	%		100.0	%
Aggregate dollar amount of shares redeemed or repurchased	$	28,500		$	35,380
Average redemption or repurchase price per share	$	8.37		$	7.57

For the six months ended June 30, 2022 and 2021, we received and redeemed in full eligible redemption requests for an aggregate amount of approximately $28.5 million and $35.4 million, respectively, which we redeemed using cash flows from operating activities in excess of our distributions paid in cash, cash on hand, proceeds from our public offerings, proceeds from the disposition of properties, and borrowings under our revolving line of credit. We generally repay funds borrowed from our revolving line of credit from a variety of sources including: cash flows from operating activities in excess of our distributions; proceeds from our public offerings; proceeds from the disposition of properties; and other longer-term borrowings. 41

Table of Contents

SUBSEQUENT EVENTS

See “Note 15 to the Consolidated Financial Statements” for information regarding subsequent events.

CRITICAL ACCOUNTING ESTIMATES

Our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of our unaudited condensed consolidated financial statements requires significant management judgments, assumptions, and estimates about matters that are inherently uncertain. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the condensed consolidated 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 our condensed consolidated financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses. For a detailed description of our critical accounting estimates, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Form 10-K. As of June 30, 2022, our critical accounting estimates have not changed from those described in our 2021 Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We have been and may continue to be exposed to the impact of interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows, and optimize overall borrowing costs. To achieve these objectives, we often plan to borrow on a fixed interest rate basis for longer-term debt and utilize interest rate swap and cap agreements on certain variable interest rate debt in order to limit the effects of changes in interest rates on our results of operations. As of June 30, 2022, our debt instruments consisted of borrowings under our line of credit, term loans and mortgage notes.

Fixed Interest Rate Debt. As of June 30, 2022, our fixed interest rate debt consisted of $380.8 million under our mortgage notes and $300.0 million of borrowings under our term loans that were effectively fixed through the use of interest rate swaps. In total, our fixed interest rate debt represented 38.4% of our total consolidated debt as of June 30, 2022. When taking into account the five interest rate swap agreements with a notional amount of $350.0 million, which we entered into in June 2022 and have effective dates in July 2022, an additional $350.0 million of our borrowings under our terms loans become effectively fixed, which would bring our total fixed interest rate debt to 58.2% of our total consolidated borrowings as of June 30, 2022. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed interest rate debt unless such instruments mature or are otherwise terminated. However, interest rate changes could affect the fair value of our fixed interest rate debt. As of June 30, 2022, the fair value and the carrying value of our consolidated fixed interest rate debt, excluding the values of any associated hedges, was $652.2 million and $680.8 million, respectively. The fair value estimate of this debt was estimated using a discounted cash flow analysis utilizing rates we would expect to pay for debt of a similar type and remaining maturity if the loans were originated on June 30, 2022. Given we generally expect to hold our fixed interest rate debt instruments to maturity or when they otherwise open up for prepayment at par, and the amounts due under such debt instruments should be limited to the outstanding principal balance and any accrued and unpaid interest at such time, we do not expect that the resulting change in fair value of our fixed interest rate debt instruments due to market fluctuations in interest rates, would have a significant impact on our operating cash flows.

Variable Interest Rate Debt. As of June 30, 2022, our consolidated variable interest rate debt consisted of $383.0 million of borrowings under our line of credit, $500.0 million of borrowings under our term loans and $207.6 million under our mortgage notes, which represented 61.6% of our total consolidated debt. When taking into account the five interest rate swap agreements with a notional amount of $350.0 million, which we entered into in June 2022 and have effective dates in July 2022, an additional $350.0 million of our borrowings under our terms loans become effectively fixed, which would lower our total variable interest rate debt to 41.8% of our total consolidated borrowings as of June 30, 2022. Interest rate changes on the variable portion of our consolidated variable-rate debt could impact our future earnings and cash flows, but would not necessarily affect the fair value of such debt. As of June 30, 2022, we were exposed to market risks related to fluctuations in interest rates on $1.1 billion of consolidated borrowings; however, $207.6 million of these borrowings is capped through the use of two interest rate cap agreements and an additional $350.0 million will be effectively fixed in July 2022 through the interest rate swaps referenced above. A hypothetical 25 basis points increase in the all-in rate on the outstanding balance of our consolidated variable interest rate debt as of June 30, 2022, would increase our annual interest expense by approximately $2.7 million, not taking into account the changes to interest rate expense related to the interest rate swaps referenced above with effective dates in July 2022.

Table of Contents

Derivative Instruments. As of June 30, 2022, we had 14 outstanding and effective derivative instruments, with a total notional amount of $507.6 million. In addition, we had five derivative instruments with effective dates in July 2022 and a notional amount of $350.0 million. These derivative instruments were comprised of interest rate swaps and interest rate caps that were designed to mitigate the risk of future interest rate increases by either providing a fixed interest rate or capping the variable interest rate for a limited, pre-determined period of time. See “Note 5 to the Condensed Consolidated Financial Statements” for further detail on our derivative instruments. We are exposed to credit risk of the counterparty to our interest rate cap and swap agreements in the event of non-performance under the terms of the agreements. If we were not able to replace these caps or swaps in the event of non-performance by the counterparty, we would be subject to variability of the interest rate on the amount outstanding under our debt that is fixed or capped through the use of the swaps or caps, respectively.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the direction of our principal executive officer and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2022. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of June 30, 2022, our disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the six months ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal control over financial reporting to date as a result of many of the employees of our Advisor and its affiliates working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 pandemic on our internal controls to minimize the impact to their design and operating effectiveness.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, Item 1A, “Risk Factors” of our 2021 Form 10-K, as supplemented by our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which could materially affect our business, financial condition, and/or future results. The risks described in our 2021 Form 10-K, as supplemented by our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

With the exception of the risk factors set forth below, which updates and supplements the risk factors disclosed in our 2021 Form 10-K, there have been no material changes to the risk factors disclosed in our 2021 Form 10-K.

Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Table of Contents Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland shall be the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders with respect to our company, our directors, our officers or our employees (we note we currently have no employees). This choice of forum provision does not apply to claims under the Securities Act, the Exchange Act, any other claim for which the federal courts have exclusive jurisdiction or any action or proceeding against us arising out of, or in connection with, the sale of securities or out of violation of state securities laws. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for disputes with us or our directors, officers or employees, which may discourage meritorious claims from being asserted against us and our directors, officers and employees. Alternatively, if a court were to find this provision of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. We adopted this provision because we believe it makes it less likely that we will be forced to incur the expense of defending duplicative actions in multiple forums and less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce us into otherwise unjustified settlements, and we believe the risk of a court declining to enforce this provision is remote, as the General Assembly of Maryland has specifically amended the Maryland General Corporation Law to authorize the adoption of such provisions.

Inflation, increased interest rates or deflation may adversely affect our financial condition and results of operations.

Although neither inflation nor deflation has materially impacted our operations in the recent past, inflation is at a 40-year high and beginning in March of 2022, the Federal Reserve began raising the federal funds rate in an effort to curb inflation. The Federal Reserve’s action, coupled with other macroeconomic factors, may trigger a recession in the United States, globally, or both. Increased inflation and interest rates could have an adverse impact on our floating rate mortgages, our ability to borrow money, and general and administrative expenses, as these costs could increase at a rate higher than our rental and other revenue. Increases in the costs of owning and operating our properties due to inflation could reduce our net operating income and our NAV to the extent such increases are not reimbursed or paid by our customers. If we are materially impacted by increasing inflation because, for example, inflationary increases in costs are not sufficiently offset by the contractual rent increases and operating expense reimbursement provisions or escalations in the leases with our customers, we may implement measures to conserve cash or preserve liquidity. Such measures could include deferring investments, reducing or suspending the number of shares redeemed under our share redemption program and reducing or suspending distributions we make to our stockholders, which may adversely and materially affect our net operating income and NAV. Because our residential portfolio assets typically have lease terms of one year or less and do not have pass through expenses, these adverse impacts may be heightened for our residential properties if we are unable to increase rent and/or maintain occupancy. In addition, due to rising interest rates, we may experience restrictions in our liquidity based on certain financial covenant requirements as well as our inability to refinance maturing debt in part or in full as it comes due depending on rates at such time and experience higher debt service costs and reduced yields relative to cost of debt. If we are unable to find alternative credit arrangements or other funding in a high interest environment, our business needs may not be adequately met.

In addition, customers and potential customers of our properties may be adversely impacted by inflation and rising interest rates, which could negatively impact our customers’ ability to pay rent and demand for our properties. Such adverse impacts on our customers may cause increased vacancies, which may add pressure to lower rents and increase our expenditures for re-leasing. Inflation could also have an adverse effect on consumer spending which could impact our customers’ operations and, in turn, demand for our properties. Conversely, deflation could lead to downward pressure on rents and other sources of income.

We are dependent on our customers for revenue, and our inability to lease our properties or to collect rent from our customers will adversely affect our results of operations, NAV and returns to our stockholders.

Our revenues from our property investments are dependent on our ability to lease our properties and the creditworthiness of our customers and would be adversely affected by the loss of or default by one or more significant lessees. Furthermore, certain of our assets may utilize leases with payments directly related to customer sales, where some or all of the amount of rent that we charge a customer is calculated as a percentage of such customer’s revenues over a fixed period of time, and a reduction in sales can reduce the amount of the lease payments required to be made to us by customers leasing space in such assets. Much of our

customer base is comprised of non-rated and non-investment grade customers. The success of our properties depends on the financial stability of such customers. The financial results of our customers can depend on several factors, including but not limited to the general business environment, interest rates, inflation, the availability of credit, taxation and overall consumer confidence.

In addition, our ability to increase our revenues and operating income partially depends on steady growth of demand for the products and services offered by the customers located in the assets that we own and manage. A drop in demand, as a result of a slowdown in the U.S. and global economy or otherwise, could result in a reduction in performance of our customers and consequently, adversely affect our results of operations, NAV and returns to our stockholders. 44

Table of Contents If indicators of impairment exist in any of our properties, for example, we experience negative operating trends such as prolonged vacancies or operating losses, we may not recover some or all of our investment.

Lease payment defaults by customers could impact operating results, causing us to lower our NAV, reduce the amount of distributions to our stockholders, or could force us to find an alternative source of funding to pay any mortgage loan interest or principal, taxes, or other obligations relating to the property. In the event of a customer default, we may also experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-leasing our property. If a lease is terminated, the value of the property may be immediately and negatively affected and we may be unable to lease the property for the rent previously received or at all or sell the property without incurring a loss.

Some of our properties may be leased to a single or significant customer and, accordingly, may be suited to the particular or unique needs of such customer. We may have difficulty replacing such a customer if the floor plan of the vacant space limits the types of businesses that can use the space without major renovation. In addition, the resale value of the property could be diminished because the market value of a particular property will depend principally upon the value of the leases of such property.

As of June 30, 2022, our top five customers represented 11.4% of our total annualized base rent of our portfolio, our top ten customers represented 16.7% of our total annualized base rent of our portfolio and there were no customers that individually represented more than 5.0% of our total annualized base rent of our portfolio. Our results of operations are currently substantially dependent on our top customers, and any downturn in their business could have a material adverse effect on operations. In addition, certain of our properties are occupied by a single customer, and as a result, the success of those properties depends on the financial stability of that customer. Adverse impacts to such customers, businesses or operators, including as a result of changes in market or economic conditions, natural disasters, outbreaks of an infectious disease, pandemic or any other serious public health concern, political events or other factors that may impact the operation of these properties, may have negative effects on our business and financial results. As a result, some of our customers have been, and may in the future be, required to suspend operations at our properties for what could be an extended period of time. Further, if such customers default under their leases, we may not be able to promptly enter into a new lease or operating arrangement for such properties, rental rates or other terms under any new leases or operating arrangement may be less favorable than the terms of the current lease or operating arrangement or we may be required to make capital improvements to such properties for a new customer, any of which could adversely impact our operating results.

Changes in global, national, regional or local economic, demographic, political, real estate or capital market conditions, including periods of generally deteriorating real estate industry fundamentals, may adversely affect our results of operations and returns to our stockholders.

We are subject to risks generally incident to the ownership of property, including changes in global, national, regional or local economic, demographic, political, real estate, or capital market conditions and other factors particular to the locations of the respective property investments. We are unable to predict future changes in these market conditions. For example, an economic downturn or a rise in interest rates could make it more difficult for us to lease properties or dispose of them and cause rental rates or future contractual rate increases to fall, which may adversely and materially affect our net operating income and NAV. In addition, rising interest rates could also increase capitalization rates and make alternative interest bearing and other investments more attractive and, therefore, potentially lower the relative value of our existing real estate investments and our NAV. These macroeconomic factors may cause investors to become reluctant to purchase our shares or existing investors to redeem their shares, curtailing our ability to purchase new accretive real estate investments that satisfy our investment criteria.

In addition, we believe the risks associated with our business and the value of our properties are more severe during periods of economic slowdown or recession if these periods are accompanied by deteriorating fundamentals and declining values in the real estate industry. Because all of our debt-related investments outstanding as of June 30, 2022 and debt-related investments we may make in the future might consist of mortgages secured by property, these same conditions could also adversely affect the underlying borrowers and collateral of assets that we own. Declining real estate values and deteriorating real estate fundamentals would also likely reduce the level of new mortgage loan originations, since borrowers often use increases in the value of their existing properties to support the purchase of, or investment in, additional properties. Furthermore, borrowers may not be able to pay principal and interest on such loans. Declining real estate values would also significantly increase the likelihood that we would incur losses on our debt investments in the event of a default because the value of our collateral may be insufficient to cover some or all of our basis in the investment. 45

Table of Contents In the future, we may record impairments of properties, significant other-than-temporary impairment charges related to our real estate-related securities holdings, and provisions for losses on our debt-related investments, if any. To the extent that there is a general economic slowdown or real estate fundamentals deteriorate, such factors could have a significant and adverse impact on our revenues, results from operations, value of our properties, financial condition, liquidity, overall business prospects and ultimately our ability to make distributions to our stockholders.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Share Redemption Program

While stockholders may request on a monthly basis that we redeem all or any portion of their shares pursuant to our share redemption program, we are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to be redeemed in any particular month, in our discretion. In addition, our ability to fulfill redemption requests is subject to a number of limitations. As a result, share redemptions may not be available each month. Under our share redemption program, to the extent we choose to redeem shares in any particular month, we will only redeem shares as of the last calendar day of that month (each such date, a “Redemption Date”). Shares redeemed on the Redemption Date remain outstanding on the Redemption Date and are no longer outstanding on the day following the Redemption Date. Redemptions will be made at the transaction price in effect on the Redemption Date, except that shares that have not been outstanding for at least one year will be redeemed at 95% of the transaction price (an “Early Redemption Deduction”). The Early Redemption Deduction may be waived in certain circumstances including: (i) in the case of redemption requests arising from the death or qualified disability of the holder; (ii) in the event that a stockholder’s shares are redeemed because the stockholder has failed to maintain the $2,000 minimum account balance or (iii) with respect to shares purchased through our distribution reinvestment plan. To have his or her shares redeemed, a stockholder’s redemption request and required documentation must be received in good order by 4:00 p.m. (Eastern time) on the second to last business day of the applicable month. Settlements of share redemptions will be made within three business days of the Redemption Date. An investor may withdraw its redemption request by notifying the transfer agent before 4:00 p.m. (Eastern time) on the last business day of the applicable month.

The total amount of aggregate redemptions of Class T, Class S, Class D, Class I and Class E shares (based on the price at which the shares are redeemed) will be limited during each calendar month to 2% of the aggregate NAV of all classes as of the last calendar day of the previous quarter and in each calendar quarter will be limited to 5% of the aggregate NAV of all classes of shares as of the last calendar day of the previous calendar quarter; provided, however, that every month and quarter each class of our common stock will be allocated capacity within such aggregate limit to allow stockholders in such class to either (a) redeem shares (based on the price at which the shares are redeemed) equal to at least 2% of the aggregate NAV of such share class as of the last calendar day of the previous quarter, or, if more limiting, (b) redeem shares (based on the price at which the shares are redeemed) over the course of a given quarter equal to at least 5% of the aggregate NAV of such share class as of the last calendar day of the previous quarter (collectively referred to herein as the “2% and 5% limits”), which in the second and third months of a quarter could be less than 2% of the NAV of such share class. In the event that we determine to redeem some but not all of the shares submitted for redemption during any month, shares redeemed at the end of the month will be redeemed on a pro rata basis. Even if the class-specific allocations are exceeded for a class, the program may offer such class additional capacity under the aggregate program limits. Redemptions and pro rata treatment, if necessary, will first be applied within the class-specific allocated capacity and then applied on an aggregate basis to the extent there is remaining capacity. All unsatisfied redemption requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share redemption program, as applicable.

For both the aggregate and class-specific allocations described above, (i) provided that the share redemption program has been operating and not suspended for the first month of a given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for that month will carry over to the second month and (ii) provided that the share redemption program has been operating and not suspended for the first two months of a given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for those two months will carry over to the third month. In no event will such carry-over capacity permit the redemption of shares with aggregate value (based on the redemption price per share for the month the redemption is effected) in excess of 5% of the combined NAV of all classes of shares as of the last calendar day of the previous calendar quarter (provided that for these purposes redemptions may be measured on a net basis as described in the paragraph below).

We currently measure the foregoing redemption allocations and limitations based on net redemptions during a month or quarter, as applicable. The term “net redemptions” means, during the applicable period, the excess of our share redemptions (capital outflows) over the proceeds from the sale of our shares (capital inflows). Net redemptions for the class-specific allocations will be based only on the capital inflows and outflows of that class, while net redemptions for the overall program limits would be based on capital inflows and outflows of all classes. Thus, for any given calendar quarter, the maximum amount of redemptions during that quarter will be equal to (i) 5% of the combined NAV of all classes of shares as of the last calendar day of the previous calendar quarter, plus 46

Table of Contents (ii) proceeds from sales of new shares in this offering (including purchases pursuant to our distribution reinvestment plan) and the Class E distribution reinvestment plan offering since the beginning of the current calendar quarter. The same would apply for a given month, except that redemptions in a month would be subject to the 2% limit described above (subject to potential carry-over capacity), and netting would be measured on a monthly basis. With respect to future periods, our board of directors may choose whether the allocations and limitations will be applied to “gross redemptions,” i.e., without netting against capital inflows, rather than to net redemptions. If redemptions for a given month or quarter are measured on a gross basis rather than on a net basis, the redemption limitations could limit the amount of shares redeemed in a given month or quarter despite our receiving a net capital inflow for that month or quarter. In order for our board of directors to change the application of the allocations and limitations from net redemptions to gross redemptions or vice versa, we will provide notice to stockholders in a prospectus supplement or special or periodic report filed by us, as well as in a press release or on our website, at least 10 days before the first business day of the quarter for which the new test will apply. The determination to measure redemptions on a gross basis, or vice versa, will only be made for an entire quarter, and not particular months within a quarter.

Although the vast majority of our assets consist of properties that cannot generally be readily liquidated on short notice without impacting our ability to realize full value upon their disposition, we intend to maintain a number of sources of liquidity including (i) cash equivalents (e.g. money market funds), other short-term investments, U.S. government securities, agency securities and liquid real estate-related securities and (ii) one or more borrowing facilities. We may fund redemptions from any available source of funds, including operating cash flows, borrowings, proceeds from this offering and/or sales of our assets.

Should redemption requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the company as a whole, or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than redeeming our shares is in the best interests of the company as a whole, then we may choose to redeem fewer shares than have been requested to be redeemed, or none at all. Further, our board of directors may modify or suspend our share redemption program if it deems such action to be in our best interest and the best interest of our stockholders. If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no redemption requests will be accepted for such month and stockholders who wish to have their shares redeemed the following month must resubmit their redemption requests. The above description of the share redemption program is a summary of certain of the terms of the share redemption program. Please see the full text of the share redemption program, which is incorporated by reference as Exhibit 4.2 to this Quarterly Report on Form 10-Q, for all the terms and conditions.

The table below summarizes the redemption activity for the three months ended June 30, 2022, for which all eligible redemption requests were redeemed in full:


	****		****			****	Total Number of Shares	****	Maximum Number of
							Redeemed as Part of		Shares That May Yet Be
		Total Number of		Average Price			Publicly Announced		Redeemed Pursuant
(shares in thousands)		Shares Redeemed		Paid Per Share (1)			Plans or Programs		to the Program (2)
For the Month Ended:
April 30, 2022		722		$	8.45		722		—
May 31, 2022		439			8.67		439		—
June 30, 2022 (3)		459			8.82		459		—
Total		1,620		$	8.61		1,620		—
(1)	Amount represents the average price paid to investors upon redemption.
---	---
(2)	We limit the number of shares that may be redeemed under the share redemption program as described above.
---	---
(3)	Redemption requests accepted in June 2022 are considered redeemed on July 1, 2022 and are not included in the table above.
---	---

ITEM 5. OTHER INFORMATION

Distribution Reinvestment Plan Suitability Requirement

Pursuant to the terms of our distribution reinvestment plan (“DRP”), participants in the DRP must promptly notify us if at any time they fail to meet the current suitability requirements for making an investment in us.

The current suitability standards require that Class E stockholders participating in the DRP other than investors in Arizona, California, Ohio and Oregon have either:

●	a net worth (exclusive of home, home furnishings and automobiles) of $150,000 or more; or

Table of Contents

●	a net worth (exclusive of home, home furnishings and automobiles) of at least $45,000 and had during the last tax year, or estimate that such investor will have during the current tax year, a minimum of $45,000 annual gross income.

The current suitability standards require that Class E stockholders participating in the DRP in Arizona, California, Ohio and Oregon have either:

●	a net worth (exclusive of home, home furnishings and automobiles) of $250,000 or more; or
●	a net worth (exclusive of home, home furnishings and automobiles) of at least $70,000 and had during the last tax year, or estimate that such investor will have during the current tax year, a minimum of $70,000 annual gross income.
---	---

In addition, Class E stockholders participating in the DRP in Ohio and Oregon must have a net worth of at least 10 times their investment in us and any of our affiliates. The current suitability standards for Class T, Class S, Class D and Class I stockholders participating in the DRP are listed in the section entitled “Suitability Standards” in our current Class T, Class S, Class D and Class I public offering prospectus on file at www.sec.gov and on our website at blackcreekgroup.com/investment-solutions/AREIT.

Stockholders can notify us of any changes to their ability to meet the suitability requirements or change their DRP election by contacting us at Ares Real Estate Income Trust Inc., Investor Relations, 1200 17th Street, Suite 2900, Denver, Colorado 80202, Telephone: (303) 228-2200.

Table of Contents ITEM 6. EXHIBITS

Exhibit Number	****	Description

3.1		Articles of Restatement. Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the SEC on March 21, 2012.

3.2		Articles of Amendment (name change). Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on July 12, 2012.

3.3		Articles Supplementary (Class A shares). Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on July 12, 2012.

3.4		Articles Supplementary (Class W shares). Incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed with the SEC on July 12, 2012.

3.5		Articles Supplementary (Class I shares). Incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K filed with the SEC on July 12, 2012.

3.6		Certificate of Correction to Articles of Restatement. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on March 26, 2014.

3.7		Certificate of Correction to Articles of Restatement. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 30, 2016.

3.8		Articles of Amendment (revised terms of share classes). Incorporated by reference to Exhibit 3.8 to the Post-Effective Amendment No. 10 to Registration Statement on Form S-11 (File No. 333-197767) filed with the SEC on September 1, 2017.

3.9		Articles of Amendment (name change). Incorporated by reference to Exhibit 3.9 to the Post-Effective Amendment No. 10 to Registration Statement on Form S-11 (File No. 333-197767) filed with the SEC on September 1, 2017.

3.10		Ninth Amended and Restated Bylaws. Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on December 3, 2021.

3.11		Articles of Amendment (name change). Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on December 3, 2021.

4.1		Fifth Amended and Restated Distribution Reinvestment Plan. Incorporated by reference to Appendix B to the Pre-Effective Amendment No. 1 to Registration Statement on Form S-11 (File No. 333-222630) filed with the SEC on August 17, 2018.

4.2		Third Amended and Restated Share Redemption Program effective as of December 1, 2021. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on December 3, 2021.

4.3		Statement regarding transfer restrictions, preferences, limitations and rights of holders of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates). Incorporated by reference to Exhibit 4.5 to the Post-Effective Amendment No. 10 to Registration Statement on Form S-11 (File No. 333-197767) filed with the SEC on September 1, 2017.

4.4		Valuation Procedures. Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the SEC on March 15, 2022.

4.5		Multiple Class Plan. Incorporated by reference to Exhibit 4.5 to the Quarterly Report on Form 10-Q filed with the SEC on August 12, 2019.

10.1*		Real Estate Purchase and Sale Agreement, dated April 7, 2022, between AREIT Acquisitions LLC and BES Wycliff Fund X, LLC, BES Wycliff Fund XI, LLC, AGE Dallas Wycliff LLC, Axis Linden LLC, J-L XXI Wycliff, LLC, BES Axis 110 Fund XII, LLC, BES Axis 110 Fund XIII, LLC, BES Axis 110 Investor M, LLC, BES Axis 110 Investor H, LLC, BES Axis 110 Investor R, LLC, BES Maple Fund X LLC, BES Maple Fund XI LLC, BES Maple Fund XII LLC, Beverly 95th Street Properties II, LLC, BES Savannah Oaks Fund XII, LLC, BES Savannah Oaks Fund XIII, LLC, BES Stone Oak XII, LLC, BES Stone Oak XIII, LLC, BES Stone Oak Investor CL, LLC, and BES Stone Oak Investor ENS-1 LLC.

Table of Contents

Exhibit Number	****	Description

10.2		Amended and Restated Advisory Agreement (2022) among Ares Real Estate Income Trust Inc., AREIT Operating Partnership LP and Ares Commercial Real Estate Management LLC. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 5, 2022.

31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1*		Consent of Altus Group U.S. Inc.

101		The following materials from Ares Real Estate Income Trust Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed on August 11, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*	Filed or furnished herewith.
---	---

Table of Contents 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 thereunto duly authorized.


		ARES REAL ESTATE INCOME TRUST INC.

August 11, 2022	By:	/s/ JEFFREY W. TAYLOR
		Jeffrey W. Taylor<br>Partner, Co-President <br>(Principal Executive Officer)

August 11, 2022	By:	/s/ LAINIE P. MINNICK
		Lainie P. Minnick<br><br>Managing Director, Chief Financial Officer and Treasurer <br>(Principal Financial Officer and<br>Principal Accounting Officer)

Exhibit 10.1

REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement") is made by and between: each of the limited liability companies identified on the signature page of this Agreement as a "Seller" (collectively, "Sellers") and AREIT ACQUISITIONS LLC, a Delaware limited liability company ("Purchaser"), and is effective as of the Contract Date (hereinafter defined).

BACKGROUND

As indicated on the signature page of this Agreement, four of the Sellers (collectively the "Wiregrass Sellers") own 100% of the multi-family apartment project known as Wiregrass at Stone Oak; five of the Sellers (collectively the "Wycliff Sellers") own 100% of the multi-family apartment project known as Axis at Wycliff; five of the Sellers (collectively the "A110 Sellers") own 100% of the multi-family apartment project known as Axis 110; two of the Sellers (collectively the "Savannah Sellers") own 100% of the multi-family apartment project known as Savannah Oaks; and four of the Sellers (collectively the "Maple Sellers") own 100% of the multi-family apartment project known as Maple District Lofts. The Wiregrass Sellers, Wycliff Sellers, A110 Sellers, Savannah Sellers and Maple Sellers are each referred to generically herein as a "Seller Group".

AGREEMENTS:

NOW, THEREFORE, for and in consideration of the premises and mutual covenants contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Sellers agree to sell to Purchaser, and Purchaser agrees to purchase from Sellers the "Properties", consisting of, collectively, the Wiregrass Property, the Wycliff Property, the A110 Property, the Savannah Property, and the Maple Property, as those terms are further defined on attached Schedule 1, as follows:

1.	Agreement of Purchase and Sale. Subject to the terms and conditions contained in this Agreement:
(a)	Wiregrass Sellers agree to sell to Purchaser, and Purchaser hereby agrees to purchase, the Wiregrass Property, as further described Schedule 1;
---	---
(b)	Wycliff Sellers agree to sell to Purchaser, and Purchaser hereby agrees to purchase, the Wycliff Property, as further described Schedule 1;
---	---
(c)	A110 Sellers agree to sell to Purchaser, and Purchaser hereby agrees to purchase, the A110 Property, as further described Schedule 1;
---	---
(d)	Savannah Sellers agree to sell to Purchaser, and Purchaser hereby agrees to purchase, the Savannah Property, as further described Schedule 1; and
---	---
(e)	Maple Sellers agree to sell to Purchaser, and Purchaser hereby agrees to purchase, the Maple Property, as further described Schedule 1.
---	---
2.	Purchase Price. The purchase price for the Properties shall be Four Hundred Forty Eight Million Dollars ($448,000,000.00) (the "Purchase Price").
---	---
(a)	The Purchase Price shall be payable as follows:
---	---

(i)Within one (1) Business Days (hereinafter defined) following the Contract Date, Purchaser shall deposit with Heritage Title Company of Austin, Inc., as agent for First American Title Insurance Company, 200 W. 6th Street, Suite 1600, Austin, TX 78701, Attention: John Bruce, Phone: 512-505-5012, Email: jbruce@heritage-title.com, as escrowee (the "Escrowee"), by wire transfer of immediately available funds, an initial earnest money deposit in the amount of Ten Million Dollars ($10,000,000.00) (the "Earnest Money"), $100.00 of which shall constitute the "Independent Consideration". The Earnest Money is non-refundable except as otherwise expressly provided in this Agreement and shall be held by Escrowee pursuant to a joint order escrow agreement in substantially the form of attached Exhibit 1 and, notwithstanding anything herein to the contrary, the Independent Consideration is non-refundable to Purchaser in all events (for purposes of clarity, if Purchaser terminates this Agreement for any reason, the Independent Consideration shall be promptly paid to Sellers). At the Closing (hereinafter defined) the Earnest Money shall be applied to the Purchase Price and paid to Sellers.

(ii)The balance of the Purchase Price, plus or minus prorations and adjustments made pursuant to this Agreement, shall be paid by Purchaser by wire transfer of immediately available funds at the Closing.

(b)

The parties agree, whenever individual allocations are reasonably required to meet applicable requirements under federal, state or local tax, securities, or other regulatory obligations, and as expressly provided in this Agreement, to use consistent allocations of the Purchase Price among the Properties in all documents (including, without limitation, official tax filings and returns). For such purposes, the Purchase Price shall be allocated among the Properties as follows:

(i)$72,500,000.00 to the Wiregrass Property;

(ii)$94,000,000.00 to the Wycliff Property;

(iii)$111,000,000.00 to the A110 Property;

(iv)$77,500,000.00 to the Savannah Property; and

(v)$93,000,000.00 to the Maple Property.

3.	Purchaser's Inspection. Sellers by their agent, Benj. E. Sherman & Sons, Inc., and Purchaser are parties to a certain Real Estate Access and Inspection Agreement dated March 4, 2022 (the "Access Agreement"). Subject to this Section 3, the terms and conditions of the Access Agreement are incorporated herein and are binding on Purchaser and Sellers as if Sellers had executed the Access Agreement on their own behalf (rather than through their agent). Sellers hereby ratify the Access Agreement. Notwithstanding anything in the Access Agreement to the contrary, Sellers and Purchaser hereby agree that: (i) although this Agreement constitutes a Definitive Agreement (as that term is defined in the Access Agreement), this Agreement does not supersede the Access Agreement, but instead incorporates the terms and conditions of the Access Agreement herein; (ii) Sellers hereby waive their right to terminate the Access Agreement (including, without limitation, pursuant to Section 4 thereof) unless this Agreement is terminated as provided herein; and (iii) Purchaser and its Representatives (as defined in Section 1 of the Access Agreement) shall have the rights granted to Purchaser and its Representatives pursuant to the Access Agreement (including, without limitation, the right to access the Properties pursuant to Section 1 of the Access Agreement) through Closing or any termination of this Agreement.
4.	Title Insurance; Survey; Assumed Contracts.
---	---
(a)	Purchaser has received First American Title Insurance Company's, (the "Title Company") Commitment for Title Insurance numbered GF 20221255 (TLTA T-1 Form), in the amount of the Purchase Price, committing to insure title to the Wiregrass Real Estate, the Wycliff Real Estate, the A110 Real Estate, the Savannah Real Estate and the Maple Real Estate (collectively, the "Real Estate"), identifying Purchaser as the proposed insured (the "Title Commitment") and including complete copies of all documents reflected in Schedule B as exceptions to title in the Title Commitment (the "Exception Documents").
---	---
(b)	Purchaser has received copies of the most current surveys of the Real Estate in Sellers' possession (the "Surveys"). Purchaser may order, at its sole cost, new surveys of the Real Estate or updates to the Surveys (the "Updated Surveys") and tax certificates for each of the Properties.
---	---
(c)	Sellers have no obligation to cure any title exceptions except for the following (collectively, "Mandatory Cure Matters"): (i) mortgages, deeds of trust and any other liens and judgments filed against the Properties created or arising by, through or under any Seller (collectively, "Seller Liens"); (ii) any memoranda or similar documents of record relating to any tenant in common agreements or obligations among Sellers; and (iii) items that any Seller agrees to cure pursuant to Section 4(d) in respect of New Objections. At or prior to Closing: (A) all Seller Liens will be paid for in full by Sellers and thereafter released of record; and (B) Sellers shall cause all other Mandatory Cure Matters to be released of record or insured over (in a manner reasonably acceptable to Purchaser) on the Title Policy (hereinafter defined).
---	---
(d)	Notwithstanding anything herein to the contrary, if the Title Commitment or an Updated Survey is re-issued or updated after the Contract Date, Purchaser shall
---	---
have the right to object (each, a "New Objection") to any additional matter disclosed or contained (each, a "New Title Matter") in any such update that constitutes a material and adverse exception to title or survey defect. If Sellers are unable or unwilling to cure any such New Title Matter to the satisfaction of Purchaser (in Purchaser's sole discretion) within the lesser of five (5) days following receipt by Sellers of a New Objection or the Closing Date, Purchaser shall have the right, to be exercised within one (1) Business Day of receiving Sellers' written response to New Objection(s) either to (i) terminate this Agreement with respect to the Property or Properties that such New Title Matter pertains, by delivering a written termination notice to Sellers, in which event the terms and conditions of Section 16 shall apply, provided, Purchaser shall be entitled to any other remedies pursuant to this Agreement if the New Title Matter was caused by a breach of a covenant or representation of Sellers under this Agreement, or (ii) waive the New Objections that Sellers did not expressly agree in writing to cure. In the event Purchaser fails to timely elect (i) or (ii) above, then Purchaser shall be conclusively deemed to have elected (ii) above.
---
(e)	Subject to Sellers' obligations with respect to the Mandatory Cure Matters and the terms and conditions of Section 4(d), all matters shown on the Title Commitment and Surveys, together with all matters subsequently waived or deemed waived by Purchaser, are herein collectively called "Permitted Exceptions."
---	---
(f)	At the Closing, Sellers shall pay the premium charge required in order for the Title Company to issue to Purchaser its owner's policy of title insurance (TLTA T-1 Form) insuring title to the Real Property in Purchaser (or its assignee(s)) in the aggregate amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). Sellers shall also be obligated to provide the Title Company with those requirements enumerated on Schedule C of the Title Commitment which are applicable to Sellers and which are required in order for the Title Company to issue the Title Policy ("Seller Title Deliverables"). Notwithstanding the foregoing, Purchaser may elect, in Purchaser's sole discretion, to have separate title insurance policies issued for each Property with policy amounts corresponding to the allocations set forth in Section 2(b), including in connection with the exercise of Purchaser's rights pursuant to Section 14(h), however any incremental premium or other charges associated with multiple title insurance policies shall be charged to and paid by Purchaser.
---	---
(g)	At Closing, Sellers shall terminate all Designated Contracts (the "Designated Contracts") identified on Schedule 2, which Contracts Purchaser identified prior to the Contract Date that it desires to be terminated as of Closing. All Contracts not so terminated, identified as Assumed Contracts (the "Assumed Contracts") on Schedule 2. Notwithstanding the foregoing, the Contracts the Contracts designated as "Portfolio Contracts" on Schedule 2 and Sellers' existing property management agreements are not eligible to be identified as Assumed Contracts and are hereby deemed Designated Contracts.
---	---
5.	Conditions.
---	---
(a)	Purchaser's obligation to consummate the transaction described in and governed by this Agreement is subject to the following conditions:
---	---

(i)As of the Closing Date, Sellers' representations and warranties set forth in Section 9(a) as modified to the extent permitted under this Agreement shall be true and correct in all material respects as of the Contract Date and again as of the Closing Date;

(ii)Sellers shall have performed in all material respects all of Sellers' covenants under this Agreement the performance of which is due at or before Closing;

(iii)No action, suit or proceeding shall exist as of the Closing Date which seeks to restrain or prohibit any Seller from consummating the Closing;

(iv)Sellers shall have made all deliveries to the Closing Escrow described in Section 6(a);

(v)The Title Company shall issue (or shall be prepared and irrevocably and unconditionally committed to issue) the Title Policy; and

(vi)Each other express condition to Purchaser's obligation to consummate transaction described in this Agreement shall have been satisfied.

(b)

Subject to the terms and conditions of Section 12, if any condition set forth in Section 5(a) is not satisfied on or before the Closing Date, then, prior to Closing, Purchaser may terminate this Agreement, with respect to either the particular Property or Properties affected by the failed condition or all of the Properties, by delivering a written notice of termination to Sellers, in which event: (i) this Agreement shall terminate and the Earnest Money will be promptly refunded to Purchaser following which neither party shall have any further liability or obligation to the other party under this Agreement, except for obligations which expressly survive termination of this Agreement and obligations that expressly survive termination of the Access Agreement ("Surviving Obligations"), if Purchaser elects to terminate with respect to all of the Properties; or (ii) the terms and conditions of Section 16 shall apply if Purchaser elects to terminate with respect to only the affected Property or Properties. Notwithstanding the foregoing or anything herein to the contrary, if Purchaser elects to terminate this Agreement (with respect to some or all of the Properties) due to the failure of the condition specified in Section 5(a)(i) and the applicable representation or warranty was inaccurate or incorrect when made or caused to become inaccurate or incorrect due to a default by Sellers hereunder, then Purchaser shall also have the remedies set forth in Section 12.

(c)

Sellers' obligation to consummate the transaction described in and governed by this Agreement is subject to the following conditions:

---

(i)As of the Closing Date, Purchaser's representations and warranties set forth in Section 9(b), as modified to the extent permitted by this Agreement, shall be true and correct in all material respects;

(ii)Purchaser shall have performed, in all material respects, all of Purchaser's covenants under this Agreement the performance of which is due at or before Closing including without limitation, payment of the Purchase Price into the Closing Escrow;

(iii)No action, suit or proceeding shall exist as of the Closing Date which seeks to restrain or prohibit Purchaser from consummating the Closing;

(iv)Purchaser shall have made all deliveries to the Closing Escrow described in Section 6(a); and

(v)Each other express condition to Sellers' obligation to consummate transaction described in this Agreement shall have been satisfied.

(d)	Subject to the terms and conditions of Section 12, If any condition set forth in Section 5(c) is not satisfied on or before the Closing Date, then, prior to Closing, Sellers may elect to terminate this Agreement by delivering a written notice of termination to Purchaser in which event this Agreement shall terminate and the Earnest Money shall be promptly refunded to Purchaser following which neither party shall have any further liability or obligation to the other under this Agreement, except for Surviving Obligations or Sellers may elect any available remedy specified in Section 12 if the failure of the applicable condition was caused by a default by Purchaser hereunder.
6.	Closing.
---	---
(a)	The closing of the transaction contemplated hereby (the "Closing") shall take place pursuant to an escrow arrangement with the Title Company (the "Closing Escrow"). The date of Closing (the "Closing Date") shall be a Business Day selected by Purchaser that is reasonably acceptable to Sellers, but not later than April 13, 2022.
---	---
(b)	At or prior to Closing, each Seller shall deliver to Purchaser or into the Closing Escrow, as appropriate, the following closing documents (collectively, "Closing Documents", all duly executed by the applicable Seller and, where necessary, properly acknowledged:
---	---

(i)A Special Warranty Deed (each a "Deed") substantially in the form of attached Exhibit 2, as follows: (A) from Wiregrass Sellers as grantors in respect of the Wiregrass Real Estate; (B) from Wycliff Sellers as grantors in respect of the Wycliff Real Estate; (C) from A110 Sellers as grantors in

respect of the A110 Real Estate; (D) from Savannah Sellers as grantors in respect of the Savannah Real Estate; and (E) from Maple Sellers as grantors in respect of the Maple Real Estate.

(ii)A Bill of Sale and Assignment (each, a "Bill of Sale") substantially in the form of attached Exhibit 3, as follows: (A) from Wiregrass Sellers as grantors in respect of the Wiregrass Personalty; (B) from Wycliff Sellers as grantors in respect of the Wycliff Personalty; (C) from A110 Sellers as grantors in respect of the A110 Personalty; (D) from Savannah Sellers as grantors in respect of the Savannah Personalty; and (E) from Maple Sellers as grantors in respect of the Maple Personalty.

(iii)A counterpart of Assignment and Assumption of Leases (each, an "Assignment of Leases") substantially in the form of attached Exhibit 4, as follows: (A) from Wiregrass Sellers as grantors in respect of the Wiregrass Leases; (B) from Wycliff Sellers as grantors in respect of the Wycliff Leases; (C) from A110 Sellers as grantors in respect of the A110 Leases; (D) from Savannah Sellers as grantors in respect of the Savannah Leases; and (E) from Maple Sellers as grantors in respect of the Maple Leases;

(iv)A counterpart of an Assignment and Assumption of Contracts and Intangible Property (each, an "Assignment of Contracts"), substantially in the form of attached Exhibit 5 as follows: (A) from Wiregrass Sellers as grantors in respect of the Wiregrass Contracts; (B) from Wycliff Sellers as grantors in respect of the Wycliff Contracts; (C) from A110 Sellers as grantors in respect of the A110 Contracts; (D) from Savannah Sellers as grantors in respect of the Savannah Contracts; and (E) from Maple Sellers as grantors in respect of the Maple Contracts;

(v)A certificate regarding representations and warranties substantially in the form of attached Exhibit 6 ("Seller's Re-Affirmation");

(vi)a FIRPTA affidavit substantially in the form of attached Exhibit 7;

(vii)letters to tenants under the Leases notifying them of the sale of the Properties and directing them to pay all future rent as Purchaser may direct;

(viii)rent rolls, in substantially the same format as the Rent Rolls delivered pursuant to this Agreement, and dated within three (3) days of the Closing Date, as follows: (A) from Wiregrass Sellers in respect of the Wiregrass Leases; (B) from Wycliff Sellers in respect of the Wycliff Leases; (C) from A110 Sellers in respect of the A110 Leases; (D) from Savannah Sellers in respect of the Savannah Leases; and (E) from Maple Sellers in respect of the Maple Leases;

(ix)a letter or other notification to each vendor, to the extent Purchaser has agreed to assume such vendor's Contract, in a form reasonably

satisfactory to Purchaser, duly executed by the applicable Seller(s), advising them of the sale of the Property to Purchaser and directing them to send to Purchaser all bills for the services provided to the Property for the period from and after the Closing Date.

(x)termination agreements or other evidence reasonably satisfactory to Purchaser that any existing property management, leasing contracts and Designated Contracts which Purchaser has elected not to assume have been terminated effective upon the Closing Date and at no cost to Purchaser or to any Property;

(xi)Seller Title Deliverables;

(xii)A counterpart of each Post-Closing Escrow Agreement (as defined below) from each Seller Group; and

(xiii)such other documents as may be reasonably required to consummate the transaction contemplated herein in accordance with the provisions of this Agreement, including any disbursement statement customarily required by the Title Company, including, without limitation, an Affidavit as to Debts and Liens and Indemnity Agreement in the form attached hereto as Exhibit 8.

(c)	At the Closing, Purchaser shall deliver to Sellers or into the Closing Escrow, as appropriate, the balance of the Purchase Price after application of the Earnest Money and plus or minus prorations, and the following documents, duly executed by Purchaser and, where necessary, properly acknowledged:

(i)a counterpart of each Assignment of Leases;

(ii)a counterpart of each Assignment of Contracts;

(iii)a counterpart of each Post-Closing Escrow Agreement; and

(iv)such other documents as may be reasonably required to consummate the transaction contemplated herein in accordance with the provisions of this Agreement.

(d)	Sellers and Purchaser shall jointly execute and deposit into the Closing Escrow an agreed closing statement showing all prorations and other credits and the cash due at Closing and all certificates, documents, declarations and instruments required to comply with state, county and local laws governing documentary and transfer taxes. Notwithstanding the foregoing, either Sellers or Purchaser may elect, to have separate closing statements prepared for each Property.
(e)	The Closing Escrow shall be conducted in a customary New York style through escrow with the Escrowee.
---	---
(f)	Upon consummation of the Closing, Sellers shall deliver possession of the Properties to Purchaser (subject only to the Permitted Exceptions), together with copies of Leases and related records, keys and security and pass codes, and all other Personal Property to be transferred pursuant to this Agreement or any Bill of Sale (which may remain at the applicable Property).
---	---
7.	Prorations. The following items shall be adjusted and apportioned between Sellers and Purchaser as follows:
---	---
(a)	All non-delinquent ad valorem real estate and personal property taxes, charges and assessments affecting the Properties shall be prorated on a per diem basis such that they are charged to Purchaser as of the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year of the authority levying the same. If any of the same have not been finally assessed as of the Closing Date for the current fiscal year of the taxing authority, then the same shall be adjusted through the Closing Date based upon one hundred percent (100%) of the most recently ascertainable taxes. There shall be a final reproration of the estimated real estate and personal property taxes promptly following the issuance of final bills. Each party agrees to make such payments as shall be necessary to provide the appropriate credits resulting from such re-proration.
---	---
(b)	All non-delinquent rent and other income of the Properties, including, without limitation, other periodic rentals, additional rentals, escalation rentals, pass-throughs and other sums and charges payable under the Leases (collectively, "Rents") collected as of the Closing Date shall be prorated on a per diem basis such that they are credited to Purchaser as of the Closing Date. Purchaser shall receive a credit for any Rents which have been prepaid as of the Closing Date. No later than five (5) days prior to the Closing Date, Sellers shall provide Purchaser with a statement of all delinquent Rents. Any Rents defined below, which are delinquent on the Closing Date and which are collected after the Closing (net of collection costs, if any) shall be applied as follows: (i) first to the month in which Closing occurred, (iii) second, to all periods after Closing until Rent due to Purchaser is paid current by the applicable Tenant, and (iii) third, to the receivables for the two calendar months immediately preceding the month of Closing. From and after the Closing Date Purchaser shall use commercially reasonable efforts to collect such Rent receivables in the ordinary course of business, but shall not be obligated to engage a collection agency, take legal action or to send any default notices. The obligation of Purchaser to remit delinquencies to Sellers in accordance with the terms of this Section 6(b) shall survive the Closing, delinquent Rents which are not collected by Purchaser on or before the date that is sixty (60) days after Closing shall be forfeited by Sellers and Sellers shall have no further right, title or interest in or to the same. To the extent any Seller receives any Rents after Closing, the same shall be held in trust for Purchaser and be applied in accordance with the terms of this Section 6(b).
---	---
(c)	At Closing Purchaser shall receive a credit equal to the unapplied total of all security and other refundable tenant deposits then held by Sellers. One or more of
---	---
the Sellers may participate in a program administered by Lease Term Insurance Group, LLC ("Lease Term Insurance") whereby tenants of a Property may pay a non-refundable fee in lieu of refundable security deposits. Such fees shall not be treated as security deposits and shall not be subject to proration, provided that, at Closing, Sellers shall credit the Purchase Price for an amount equal to the then balance of the Lease Term Insurance credit pool for each of the Properties.
---
(d)	Charges of water, electricity, sewer rental, gas, telephone and all other utilities, and charges and income under all Assumed Contracts shall be prorated on a per diem basis such that they are credited or charged to Purchaser, as applicable, as of the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year or billing period of the authority, utility or other person levying or charging for the same and charged to Sellers for all periods prior to the Closing Date. If the consumption of any of the foregoing is measured by meters, then Sellers shall use commercially reasonable efforts to arrange to obtain a reading of each such meter prior to Closing and Sellers shall pay all charges thereunder through the date of any meter readings obtained prior to Closing. If actual amounts cannot be reasonably obtained as of the Closing, such charges and income under the Assumed Contracts shall be based on Sellers' and Purchaser's good faith estimates (based on past expenses) and shall be re-prorated when actual amounts can be ascertained but in any event no later than one hundred eighty (180) days after Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice
---	---
(e)	Water or utility charges which are separately metered and billed to tenants at the Properties shall be reasonably estimated as of the Closing Date by Sellers based on the average consumption for such tenants for the two (2) previous monthly bills and at Closing, Sellers shall be entitled to a credit equal to such estimate. Such estimate shall be subject to re-proration under subsection (d) above.
---	---
(f)	At Closing, Purchaser shall receive a credit for any Vacant Units (as defined below) that are not in Rent Ready Condition (as defined below) as of the date that is three (3) Business Days prior to the Closing Date in an amount equal to Seven Hundred Fifty Dollars ($750) for each such unit. "Rent Ready Condition" shall mean a Vacant Unit that has been thoroughly cleaned and repainted since being vacated and contains the following: (1) a refrigerator-freezer unit in good condition and working order; (2) a dishwasher, garbage disposal, stove, oven, and microwave in good condition and working order; (3) plumbing, heating, air conditioning, and electrical systems in good condition and working order; (4) floors fully covered with a combination of tile, linoleum or carpet, and that since the unit was vacated (a) all tile and linoleum has been replaced and/or thoroughly cleaned consistent with Seller's prior practices for vacant units to be re-leased and (b) all carpeting has been replaced or steam cleaned by a professional third party vendor; and (5) blinds and/or drapes on all windows in good condition and working order. "Vacant Unit" shall mean any residential apartment unit at the Properties that is unoccupied as of the Closing Date and that was vacated by the tenant most recently occupying such unit at least three (3) Business Days prior to the Closing Date (i.e., if a unit becomes
---	---
vacant less than three (3) Business Days prior to the Closing Date, it is not a "Vacant Unit" as to which Purchaser might be eligible to receive a credit). If requested by Purchaser, representatives of Sellers and Purchaser shall conduct a walk-through (the "Walk-Through") of the Properties on or around the third (3rd) Business Day prior to the Closing Date in order to determine the amount of such credit, if any, to be given to Purchaser.
---
(g)	Sellers shall pay: (i) their own attorneys' fees, subject to Section 14(f); (ii) the costs of the title search and the premium charge and other costs for the Title Policy, without endorsements or modifications, (iii) the costs to remove all of Seller's Liens and any other title exceptions which Sellers are obligated to remove hereunder (including, without limitation, the Mandatory Cure Matters); and (iv) one-half of the Title Company's closing and escrow fees (not including lender's escrow).
---	---
(h)	Purchaser shall pay: (i) its own attorneys' fees, subject to Section 14(f); (ii) the cost of recording the Deeds; and (iii) one-half of the title Company's closing and escrow fees.
---	---
(i)	Purchaser's and Sellers' obligations under this Section 7 shall survive the Closing.
---	---
8.	DISCLAIMER AND RELEASE.
---	---
(a)	EXCEPT WITH RESPECT TO THE SELLERS' WARRANTIES (AS DEFINED BELOW), SELLERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR A PARTICULAR PURPOSE), WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO THE PROPERTY, THE LEASES, THE TENANTS AT THE PROPERTY, THE ZONING OF THE LAND, THE SOIL CONDITIONS OF THE LAND, OR THE SUITABILITY OF THE PROPERTIES FOR PURCHASER'S INTENDED USE. SUBJECT TO THE SELLERS' WARRANTIES, PURCHASER ACKNOWLEDGES THAT PURCHASER HAS CONDUCTED, OR SHALL HAVE THE OPPORTUNITY TO CONDUCT, A DILIGENT INVESTIGATION OF THE PROPERTIES WITH REGARD TO ITS CONDITION, PERMITTED USE, AND SUITABILITY FOR PURCHASER'S INTENDED USE, AS WELL AS ALL OTHER FACTORS DEEMED MATERIAL TO PURCHASER AND PURCHASER HAS EMPLOYED SUCH INDEPENDENT PROFESSIONALS IN CONNECTION THEREWITH AS DEEMED NECESSARY BY PURCHASER. SUBJECT TO THE SELLERS' WARRANTIES PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS PURCHASING THE PROPERTY "AS IS" AND "WHERE IS" AND IN ITS PRESENT CONDITION AND THAT PURCHASER IS NOT RELYING UPON ANY REPRESENTATION, DOCUMENT, DELIVERY, STATEMENT OR RECORD OF ANY KIND OR NATURE MADE, PREPARED OR DELIVERED BY ANY SELLER OR ANY OF ITS EMPLOYEES OR AGENTS WITH RESPECT TO THE PROPERTIES, AND THAT, IN FACT, NO
---	---
SUCH REPRESENTATIONS WERE MADE EXCEPT FOR THE SELLERS' WARRANTIES.
---
(b)	FURTHER, AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT FOR THE SELLERS' WARRANTIES, NO SELLER MAKES ANY WARRANTY WITH RESPECT TO THE ABSENCE ON, UNDER OR ABOUT THE PROPERTY, OF HAZARDOUS SUBSTANCES OR MATERIALS ("HAZARDOUS MATERIALS") WHICH ARE CATEGORIZED AS HAZARDOUS OR TOXIC UNDER ANY LOCAL, STATE OR FEDERAL LAW, STATUTE, ORDINANCE, RULE, OR REGULATION PERTAINING TO ENVIRONMENTAL OR HAZARDOUS SUBSTANCE REGULATION, CONTAMINATION, CLEANUP OR DISCLOSURE. SUBJECT TO THE SELLERS' WARRANTIES, BY ACCEPTANCE OF THIS AGREEMENT AND THE DEEDS, PURCHASER ACKNOWLEDGES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH PROPERTY HAS BEEN ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON, UNDER OR ABOUT THE PROPERTIES OF SUCH HAZARDOUS MATERIALS.
---	---
(c)	UPON CLOSING, SUBJECT TO SELLERS' WARRANTIES, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS REGARDING THE PROPERTIES MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED, ON BEHALF OF ITSELF AND ON BEHALF OF ITS TRANSFEREES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, TO HAVE WAIVED, RELINQUISHED, RELEASED AND FOREVER DISCHARGED EACH SELLER AND EACH SELLER'S AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, BY REASON OF OR ARISING OUT OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECT OR OTHER PHYSICAL CONDITION (INCLUDING, WITHOUT LIMITATION, FUNGI, MOLD OR MILDEW) WHETHER PURSUANT TO STATUTES IN EFFECT IN THE STATE IN WHICH THE PROPERTIES ARE LOCATED OR ANY OTHER FEDERAL, STATE, OR LOCAL ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR REGULATION, THE EXISTENCE OF ANY HAZARDOUS MATERIAL WHATSOEVER, ON, AT, TO, IN, ABOVE, ABOUT, UNDER, FROM OR IN THE VICINITY OF THE PROPERTIES AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS WHATSOEVER REGARDING THE PROPERTY. SUBJECT TO THE SELLERS' WARRANTIES, THIS RELEASE INCLUDES CLAIMS OF WHICH PURCHASER IS PRESENTLY UNAWARE AND OF WHICH PURCHASER DOES NOT PRESENTLY SUSPECT TO
---	---
EXIST WHICH, IF KNOWN BY PURCHASER, WOULD MATERIALLY AFFECT PURCHASER'S RELEASE OF SELLERS. PURCHASER HEREBY ACKNOWLEDGES THAT, SUBJECT TO THE SELLERS' WARRANTIES, FACTUAL MATTERS NOW UNKNOWN TO PURCHASER MAY HEREAFTER GIVE RISE TO CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND PURCHASER FURTHER ACKNOWLEDGES THAT, SUBJECT TO THE SELLERS' WARRANTIES, THE WAIVERS AND RELEASES CONTAINED HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON BY PURCHASER IN LIGHT OF THAT REALIZATION AND THAT PURCHASER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT EACH SELLER AND EACH SELLER'S AFFILIATES FROM ANY SUCH UNKNOWN CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES.
---
(d)	NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, THE TERMS AND CONDITIONS OF THIS SECTION 8 (INCLUDING, WITHOUT LIMITATION, PURCHASER'S RELEASE OF SELLERS AS SET FORTH ABOVE) SHALL NOT APPLY TO ANY CLAIM OR CAUSE OF ACTION BY PURCHASER AGAINST A SELLER FOR THE FOLLOWING (COLLECTIVELY, "SELLERS' WARRANTIES"): (I) A BREACH BY ANY SELLER OF ANY COVENANT, REPRESENTATION OR WARRANTY SET FORTH IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTION 9) OR ANY DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT THAT EXPRESSLY SURVIVES CLOSING (INCLUDING, WITHOUT LIMITATION, THE CLOSING DOCUMENTS), OR (II) ANY EXPRESS INDEMNIFICATION OBLIGATION OF A SELLER HEREUNDER OR PURSUANT TO ANY DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT THAT EXPRESSLY SURVIVES CLOSING.
---	---
9.	Representations, Warranties and Covenants.
---	---
(a)	Whenever any representation or warranty of a Seller is limited to its "knowledge" it shall mean the actual knowledge of Hilary Nichols, a regional manager of Sellers' management agent. Sellers represents and warrants to Purchaser as follows as of the Contract Date and as of the Closing Date (as modified to the extent expressly permitted under this Agreement):
---	---

(i)Each Seller is a limited liability company, duly organized, and validly existing under the laws of the jurisdiction under which it was organized and is qualified to do business in the State of Texas, with full power to execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby. All requisite action has been taken by each Seller, and all requisite consents have been obtained by each Seller, as

necessary for the due execution, delivery and performance of this Agreement and the instruments and documents referenced herein, and for the consummation by each Seller of the transaction contemplated hereby, and no consent of any other person or entity is required. The ownership percentages specified for each Seller set forth on the signature pages attached to this Agreement are correct. The Wiregrass Sellers own 100% of the Wiregrass Property. The Wycliff Sellers own 100% of the Wycliff Property. The A110 Sellers own 100% of the A110 Property. The Savannah Sellers own 100% of the Savannah Property. The Maple Sellers own 100% of the Maple Property.

(ii)This Agreement has been duly authorized by all necessary limited liability company action of each Seller, constitutes the valid and binding obligation of each Seller, and is enforceable against each Seller in accordance with its terms.

(iii)The Leases delivered to Purchaser or otherwise made available for Purchaser's inspection by Sellers pursuant to this Agreement are true, correct and, except for Leases subject to the Master Agreement dated September 15, 2021 between Caliza, LLC d/b/a Landing and Benj. E. Sherman & Sons, Inc., as agent, are complete, or are accurate reproductions, as applicable, and to each Seller's knowledge, no Seller is in material default of any of the Leases.

(iv)The data reflected in the rent rolls delivered to Purchaser pursuant to this Agreement ("Rent Rolls"), is accurate in all material respects as of the effective date of the Rent Rolls. To Seller's knowledge, there are no occupancy agreements, leases, licenses, tenant concessions, lettings or tenancies in effect that will affect the Properties after Closing, except the Leases referenced on the Rent Rolls (as defined below).

(v)To Sellers' knowledge, attached hereto as Schedule 2 is an true, correct and complete schedule of all contracts and agreements (with the exception of Leases and contracts and agreements listed as exceptions on the Title Commitment) pursuant to which a Seller or any portion of the Properties are bound, including, without limitation, management, services, supply, repair and maintenance agreements and equipment leases (the "Contracts"). To Sellers' knowledge, the copy of each Contract delivered to Purchaser was a complete and accurate reproduction of same, in all material respects. No Seller has given written notice of a material default under any of the Contracts and no Seller has received any written notice of default which is still outstanding thereunder.

(vi)There is no litigation, claim, suit, proceeding, cause of action or administrative proceeding (collectively, "Litigation") pending or, to Sellers' knowledge, threatened in writing against any Seller, any of the Properties or Seller's ability to consummate the transactions contemplated

by this Agreement, except as disclosed to Purchaser. No petition in bankruptcy (voluntary or otherwise) under federal or state bankruptcy law is pending against (or, to Sellers' knowledge, threatened or contemplated) by or against any Seller.

(vii)No Seller has received any written notice from any governmental authority that any Property is in violation of any applicable federal, state or local laws, ordinances, rules, regulations and orders (collectively, "Applicable Law"), excluding any such actual or alleged violations which have been cured to the full satisfaction of the authority issuing such violation prior the Contract Date.

(viii)None of the execution, delivery, and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement will (A) violate or conflict with any provision of the organizational or governing documents, if any, of any Seller; (B) conflict with, or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both, would constitute a default under the terms of any contract, lease, bond, indenture, agreement, or other instrument to which any Seller any of any Property is subject, (C) to each Seller's knowledge, result in the creation of any lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets of any Seller pursuant to the terms of any such contract, mortgage, lease, bond, indenture, agreement, franchise, or other instrument; (D) violate any judgment, order, injunction, decree, or award of any court, arbitrator, administrative agency, or governmental or regulatory body binding upon any Seller or any of the Properties; or (E) to Sellers' knowledge, constitute a violation by any Seller of any Applicable Law binding on any Seller or the Properties.

(ix)No Seller has employees. All on-site property management, leasing, and operations personnel are employees of the property management company.

(x)To each Seller's knowledge, each Seller is in compliance with the requirements of Executive Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the "Order") and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury ("OFAC") **** and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the "Orders"). No Seller nor any beneficial owner of any Seller: (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the "Lists"); (ii) is a person or entity who has been determined

by competent authority to be subject to the prohibitions contained in the Orders; or (iii) is owned or controlled by, or acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

(xi)The list set forth on Schedule 3, is a true, correct and complete in all material respects inventory of the Personal Property.

(xii)Sellers have not received any written notice that the Wiregrass Property is in violation of the Water Pollution Abatement Plan approved March 20, 1995 evidenced by that certain Affidavit recorded in Volume 6393, Page 119 of the Official Public Records of Bexar County Texas.

(b)	Purchaser represents and warrants to Sellers as follows:

(i)As of the Contract Date and Closing Date, Purchaser is and will be duly organized and validly existing under the laws of the jurisdiction under which it was organized with full power to execute and deliver this Agreement. Prior to the Closing Date, Purchaser will have obtained the full power to consummate the transactions contemplated hereby.

(ii)This Agreement has been duly authorized by all necessary limited liability company action, constitutes the valid and binding obligation of Purchaser, and is enforceable against Purchaser.

(iii)None of the execution, delivery, and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement will (A) violate or conflict with any provision of the organizational or governing documents, if any, of Purchaser; (B) to Purchaser's knowledge, violate or conflict with, or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both, would constitute) a default under the terms of any contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Purchaser is a party, (C) to Purchaser's knowledge, result in the creation of any lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets of Purchaser pursuant to the terms of any such contract, mortgage, lease, bond, indenture, agreement, franchise, or other instrument; (D) violate any judgment, order, injunction, decree, or award of any court, arbitrator, administrative agency, or governmental or regulatory body of which it has knowledge against, or binding upon, Purchaser; or (E) to Purchaser's knowledge, constitute a violation by, Purchaser of Applicable Law binding on Purchaser.

(iv)To Purchaser's knowledge, Purchaser is in compliance with the Orders. To Purchaser's knowledge, neither Purchaser nor any beneficial

owner of Purchaser holding an ownership interest of five percent (5%) of more: (i) is listed on any of the Lists; (ii) is a person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (iii) is owned or controlled by, or acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

(c)

The representations and warranties made by Sellers in this Agreement shall be re-affirmed as of the Closing Date pursuant to Seller's Re-Affirmation, except that Seller's Re-Affirmation may contain exceptions (each, an "Exception") for any representation or warranty that cannot be truthfully re-affirmed as of the Closing Date due to changes in conditions or circumstances occurring after the Contract Date not within the control of Sellers, provided, in such instance: (i) as a condition precedent to Sellers making an Exception, Sellers shall, promptly upon becoming aware of such Exception have provided Purchaser written notice of the same; and (ii) Purchaser shall have the rights and remedies set forth in Section 5 hereof for the failure of the condition specified in Section 5(a)(i), if the Exception causes any representation or warranty to be untrue or incorrect, in any material respect, as such representation or warranty was made as of the Contract Date. Notwithstanding the foregoing, Purchaser shall not have the right to terminate this Agreement due to the failure of the condition specified in Section 5(a)(i), if Litigation accrues after the Contract Date and is a tort claim arising in the ordinary course of Sellers' business covered by Sellers' insurance. The representations and warranties of Sellers, as re-affirmed pursuant to Seller's Re-Affirmation, shall survive the Closing for a period of nine (9) months from the Closing Date except in the event Purchaser provides Sellers with written notice of any claims prior to the end of such nine (9)-month period, in which event Sellers' liability hereunder shall continue with respect to such claims until such time as (A) such claim(s) have been adjudicated by a court of competent jurisdiction resulting in a final, non-appealable judgment (or, alternatively, the party entitled to appeal any judgment has waived the right to do so in writing), (B) such claims have been settled pursuant to a written settlement agreement between Sellers and Purchaser or (C) tolled by applicable statutes of limitation (the "Survival Period"). Subject to Section 5 hereof, if a party shall become aware that any representation or warranty made by the other party is untrue or inaccurate, such party shall promptly notify the party that made the representation or warranty and provide such party a reasonable opportunity to take steps to rectify the untruth or inaccuracy, failing which the untrue or inaccurate representation or warranty shall be deemed to have been irrevocably waived. The foregoing sentence shall not, however, modify or diminish, in any respect, Purchaser's rights and remedies set forth Section 12, if the applicable representation or warranty was inaccurate or incorrect when made or caused to become inaccurate or incorrect due to a default by Sellers hereunder.

(d)

For so long as this Agreement is in full force and effect, each Seller agrees to:

---

(i)Manage and maintain or cause to be managed and maintained its respective Property and continue or cause to be continued its other business activities, all in accordance with its customary practices in the ordinary course of their business and in compliance with all Applicable Law, including, without limitation: (A) not remove any Personal Property except as may be required for necessary repair or replacement, and replacement shall be of approximately equal quality and quantity as the removed item of Personal Property; and (B) not convey, transfer or encumber any Property (or any part thereof or any interest therein) or create or modify any exceptions to title to any Property.

(ii)Continue or cause to be continued its leasing activities in accordance with its customary practices in the ordinary course of their business and in compliance with all Applicable Law. Without limiting the foregoing, each Seller shall be permitted to (A) enter into new Leases and amendments and renewals of the Leases, and (B) waive, enforce and terminate Leases, provided that (i) any such Leases, amendments, renewals, waivers, enforcement and/or terminations, with respect to Leases, are consistent with the Seller's current leasing practices (including, without limitation, entering into Residential Leases on market rental rates and terms not longer than one (1) year), and (ii) any such new Leases, amendments or renewals, with respect to Residential Leases, are on the form of Residential Lease currently used by such Seller. Any new Leases or occupancy agreements entered into after the Contract Date with respect to the Properties in accordance with the foregoing sentence shall be included in the definition of Leases.

(iii)Not enter into any new Contract, or amend, modify, extend or renew any existing Contract, without the prior written consent of Purchaser (which consent may be withheld in Purchaser's sole discretion thereafter), unless such Contract is terminable upon thirty (30) days' notice without payment of any penalty.

(iv)Promptly provide Purchaser with copies or reasonably detailed written notice (as applicable) of: (A) any written notices of violations with respect to the Properties received by any Seller from any applicable governmental authority; (B) any fire, flood or other similar casualty with respect to any Property; (C) any actual or threatened condemnation (or proceeding in lieu thereof) with respect to any portion of the Properties that any Seller obtains knowledge; (D) any written notice given or received by or on behalf of the Seller claiming that any Seller or any Property is in default under any Contract or Leases; and (E) any written notice received by any Seller concerning any pending litigation or administrative proceeding affecting any Property.

Sellers liability for the breach of any of the covenants provided in this Section 9(d) shall survive the Closing or early termination of this Agreement for the duration of the Survival Period.

10.	Condemnation or Casualty.
(a)	Notwithstanding anything to the contrary set forth in this Agreement, if, prior to Closing, either (i) an amount equal to 2% of the Purchase Price allocated to any Property pursuant to Section 2(b) or more of damage is caused to any Property as a result of any earthquake, hurricane, tornado, flood, landslide, fire, act of war, terrorism, terrorist activity or other casualty, or any portion of any Property equal to or greater than such amount is taken (or is threatened to be permanently taken) under the power or threat of eminent domain (temporarily or permanently), (ii) material access to any Property, or a material portion of the parking is permanently taken (or is threatened to be taken) under the power or threat of eminent domain, or (iii) a casualty occurs that is reasonably estimated to result in loss of rental income to any Property after Closing in excess of $100,000 that is not covered by insurance (any event under subsections (i) through (iii) being a "Material Change"), then, in any such event, Purchaser may elect to terminate this Agreement with respect to the Property or Properties for which the Material Change pertains by giving written notice to Sellers of its election to terminate this Agreement with respect to the applicable Property or Properties (a "Material Event Termination Notice") on or before the tenth (10^th^) day after Purchaser receives written notice of such destruction, taking or threatened taking. Purchaser, at its option and in its sole discretion, may extend the Closing Date to allow Purchaser such full ten (10)-day period to determine if Purchaser elects to issue a Material Event Termination Notice. If Purchaser does not give (or has no right to give) a Material Event Termination Notice within such ten (10)-day period, then (A) this transaction shall close as set forth in this Agreement with Purchaser accepting the Properties in their condition as affected by the casualty or condemnation (subject to the terms and conditions of this Section 10(a)), (B) Purchaser shall pay the full Purchase Price (subject to clause (D) below), (C) Sellers shall assign to Purchaser the proceeds of any insurance policies payable to Sellers (or shall assign the right or claim to receive such proceeds after Closing), or Sellers' right to or portion of any condemnation award (or payment in lieu thereof), and (D) the amount of any deductible, not to exceed the amount of loss, or self-insured amount, not to exceed the amount of loss, or uninsured amount shall be a credit against the Purchase Price. If Purchaser timely delivers a Material Event Termination Notice pursuant to this section, the terms and conditions of Section 16 shall apply. Sellers shall not settle or compromise any insurance claim or condemnation action without the prior written consent of Purchaser, and Purchaser shall have the option to participate in any such claim or action. Sellers shall obtain Purchaser's prior approval (which shall not be unreasonably withheld, delayed or conditioned) with respect to (Y) the repair of any Material Change (including the plans, contracts and contractors for such repair work), and (Z) the repair of any other casualty or condemnation if such repair will not be fully and completed repaired prior to the Closing, however nothing in this Agreement obligates Sellers to undertake any such repairs other than
---	---
any normal and customary remediation actions. The provisions of this Section 10(a) shall survive Closing.
---
(b)	Notwithstanding anything to the contrary herein, subject to the procedures set forth in Section 10(a), Sellers shall bear risk of loss of the Properties until the actual time of Closing, after which time the risk of loss shall pass to Purchaser and Purchaser shall be responsible for obtaining its own insurance thereafter.
---	---
11.	Brokerage. Sellers and Purchaser represent and warrant, each to the other, that neither has contacted, consulted, or become in any way connected with any broker, finder, or other such party in connection with this Agreement or the sale contemplated herein, except that Sellers have engaged CBRE (the "Broker"). The commission for the Broker shall be paid by Sellers pursuant to a separate agreement. Sellers and Purchaser also represent and warrant, each to the other, that no broker, finder, or other party other than the Broker, including Sellers, Purchaser, their partners, employees, agents, or affiliates is entitled to, has earned or has been paid directly or indirectly any brokerage commission, or similar fee, however paid in any form as a consequence of this transaction. Sellers and Purchaser shall each defend, indemnify, and hold harmless the other, against any and all claims of brokers, finders, or the like asserting the right to a commission or similar fee through the acts of the indemnifying party, or the indemnifying party's partners, agents, or affiliates in connection with this Agreement. Each party's indemnity obligation shall include all damages, losses, costs, liabilities and expenses, including reasonable attorney's fees, which may be incurred by the other in connection with all the matters against which the other is indemnified hereunder. The provisions of this Section 11 shall survive the Closing or early termination of this Agreement.
---	---
12.	Remedies for Default.
---	---
(a)	If Purchaser shall default under this Agreement, and such default is not cured in accordance with Section 12(c) below, then Sellers shall be entitled, as their sole and exclusive remedy, to terminate this Agreement and receive and retain the Earnest Money. IF SELLERS TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 12(A), PURCHASER AND SELLERS AGREE THAT SELLERS' ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX OR ASCERTAIN. THE PARTIES THEREFORE AGREE THAT, IN SUCH EVENT, SELLERS, AS SELLERS' SOLE AND EXCLUSIVE REMEDY, ARE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE EARNEST MONEY, AND, FOLLOWING SUCH TERMINATION, NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY UNDER THIS AGREEMENT EXCEPT FOR SURVIVING OBLIGATIONS.
---	---
(b)	If any Seller shall default under this Agreement and such default is not cured in accordance with Section 12(c) below, then Purchaser may, as its sole and exclusive remedy, either elect to: (i) terminate this Agreement, with respect to either the particular Property or Properties affected by the default or all of the Properties, in which event (A) all of the Earnest Money shall be refunded to Purchaser if
---	---
Purchaser elects to terminate with respect to all of the Properties or (B) the terms and conditions of Section 16 shall apply if Purchaser elects to terminate with respect to only the affected Property or Properties; or (ii) bring one or more actions for specific performance of this Agreement. Notwithstanding the foregoing, if Purchaser elects option (i), Sellers shall, promptly upon written demand, reimburse Purchaser for Purchaser's actual out-of-pocket costs and expenses (including reasonable attorneys' fees, costs and disbursements) related the transactions contemplated by this Agreement (including, without limitation, the negotiation of this Agreement and Purchaser's due diligence), up to a maximum of $125,000 (multiplied by the number of Properties for which Purchaser's termination applies).
---
(c)	Subject to Section 12(b) above, prior to the exercise of any remedy set forth in this Agreement by any Seller or Purchaser due to a default by the other party or the termination right of either party set forth in Section 5, the non-defaulting party (or the party benefiting from the applicable condition that has failed) shall give the other party written notice specifying such default (or failed condition) and a five (5) day opportunity to cure such default (or failed condition) (with such notice and cure period automatically extending the Closing Date) hereunder.
---	---
(d)	If either party shall be entitled to pursue an action for monetary damages due to a default or breach under this Agreement or under any of the instruments of conveyance delivered pursuant to Section 6 of this Agreement, such action shall be limited to a claim for actual damages attributable to the default or breach and Sellers and Purchaser each waive any right to seek consequential, special or punitive damages in any such action.
---	---
13.	Notices. All notices permitted or required pursuant to this Agreement shall be in writing, addressed to the respective party at the address for notices designated below, and shall be sent by nationally recognized overnight express courier, or by electronic mail with an original copy thereof transmitted to the recipient by courier no later than one (1) Business Day thereafter. All notices shall be effective upon either electronic or physical delivery to the address of the addressee (even if such addressee refuses delivery thereof). The parties hereto may change their addresses by giving notice thereof to the other in conformity with this Section 13.
---	---
If to any Seller:	c/o BENJ. E. SHERMAN & SONS, INC.<br>400 Skokie Boulevard, Suite 200<br>Northbrook, Illinois 60062<br>Attention:Scott Gould<br>Email:ScottG@bes.com
---	---
with copies to:	GOLDBERG KOHN LTD.<br>55 East Monroe Street, Suite 3300<br>Chicago, Illinois 60603<br>Attention:Michael B. Manuel and Miguel Morales<br>Email:Michael.Manuel@goldbergkohn.com<br>Miguel.Morales@goldbergkohn.com
If to Purchaser:	c/o Ares Management Corporation<br>518 17^th^ Street, 17^th^ Floor<br>Denver, Colorado 80202<br>Attention:Lainie Minnick<br>Email:lminnick@aresmgmt.com
---	---
with copies to:	Ares Management Corporation<br>518 17^th^ Street, 17^th^ Floor<br>Denver, Colorado 80202<br>Attention:Joshua J. Widoff <br>Email:jwidoff@aresmgmt.com<br><br>and
	Brownstein Hyatt Farber Schreck LLP<br>410 17^th^ Street, Suite 2200<br>Denver, Colorado 80202<br>Attention:Robert Kaufmann and Zachary Siegel<br>Email:rkaufmann@bhfs.com; zsiegel@bhfs.com
14.	Miscellaneous.
---	---
(a)	The paragraph headings of this Agreement are for convenience only and in no way limit or enlarge the scope or meaning of the language thereof.
---	---
(b)	All previous negotiations and agreements between the parties hereto, with respect to the transaction set forth herein, are merged in this instrument which, fully and completely expresses the parties' rights and obligations. This Agreement, together with the Access Agreement (which is incorporated hereby pursuant to the terms and conditions of Section 3 hereof), constitute the entire agreement between the parties hereto with respect to the Properties and supersedes any and all other prior agreements and understandings, whether written or oral, formal or informal.
---	---
(c)	This Agreement may be executed in any number of counterparts and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Agreement. Such counterparts and electronic signatures or scans of handwritten signatures shall be deemed original.
---	---
(d)	In the event that any term or provision of this Agreement shall be held illegal, invalid or unenforceable as a matter of law and the remaining terms and provisions of this Agreement reasonably reflect the material benefits and burdens intended by the parties, then such remaining terms and provisions shall not be affected thereby, but each such term and provision shall be valid and shall remain in full force and effect.
---	---
(e)	Time is of the essence of this Agreement.
---	---
(f)	In the event of a dispute between the parties hereto with respect to the enforcement of either party's obligations contained herein, the prevailing party shall be entitled
---	---
to reimbursement of reasonable attorneys' fees, costs, and expenses incurred in connection therewith.
---
(g)	Neither this Agreement nor any memorandum hereof shall be recorded. Any such attempted recording in violation of the terms of this Agreement, shall give rise to a right on the part of Sellers to terminate this Agreement and to avail itself of the remedies set forth in Section 12 of this Agreement.
---	---
(h)	Sellers and Purchaser acknowledge and agree that the purchase and sale of one or more of the Properties may be part of one or more tax-free exchanges under Section 1031 of the Code for either Purchaser or any Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities, covenants and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof unless by mutual written agreement of the parties. Notwithstanding anything to the contrary contained in the foregoing, if any Seller so elects to close the transfer of the Properties as an exchange, then (i) such Sellers, at its sole option, may delegate, in whole or in part, its obligations to transfer some or all of the assets under this Agreement, and may assign its rights, in whole or in part, to receive all or a portion of the Purchase Price from Purchaser, to one or more deferred exchange qualified intermediaries (each, a "QI") or to one or more exchange accommodation titleholders (each an, "EAT"), as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Sellers pursuant to this Agreement; (iii) Sellers shall remain fully liable for its obligations under the Agreement as if such delegation and assignment shall not have taken place; (iv) QI(s) or EAT(s), as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Properties to Purchaser shall be undertaken by direct deed(s), assignment(s) and other appropriate conveyance(s) from Sellers (or, if applicable, from other affiliates of Sellers whom Sellers will cause to execute such deeds, assignments and other appropriate instruments of conveyance) to Purchaser or to EAT(s), as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of the Properties in one or more exchanges, then (i) Purchaser, at its sole option, may delegate, in whole or in part, its obligations to acquire the Properties under the Agreement, and may assign its rights, in whole or in part, to receive the Properties from Sellers, to one or more QIs or to one or more EATs, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) QI(s) or EAT(s), as the case may be, shall have no liability to Sellers; and (v) the closing of the acquisition of the Properties by Purchaser or
---	---
the EAT(s), as the case may be, shall be undertaken by direct deed(s) from Sellers (or, if applicable, from other affiliates of Sellers whom Sellers will cause to execute such deeds, assignments and other appropriate instruments of conveyance) to Purchaser (or to EAT(s), as the case may be).
---
(i)	A "Business Day" is any day other than Saturday or a Sunday on which federally chartered banks in Texas are permitted to be open and accepting deposits. Whenever under the terms of this Agreement, the time for performance of a covenant or condition falls upon a day that is not a Business Day, such time for performance shall be extended to the next Business Day.
---	---
(j)	Purchaser may assign or otherwise transfer its interest under this Agreement, in whole or in part, to any entities directly or indirectly controlling, controlled by or under common control with Purchaser, provided said assignees assume all obligations of Purchaser under this Agreement (provided, in the case of an assignment to multiple entities, each assignee shall only be obligated to assume the obligations of Purchaser applicable to the portion of the Agreement such assignee is taking an assignment of) and, prior to Closing, Purchaser delivers a copy or copies of the assignment or assignments to Sellers executed by both Purchaser and the assignee(s) evidencing the assignment by the Purchaser and assumption of the applicable obligations of Purchaser pursuant to this Agreement by the assignee(s). Despite any assignment by Purchaser, Purchaser shall remain primarily liable for its obligations pursuant to this Agreement. Except as otherwise expressly provided in this Section the interest, rights and obligations under this Agreement of Purchaser are not assignable and any assignment or transfer in violation of this Section shall be void.
---	---
(k)	From and after the Contract Date, the identity of Purchaser and Purchase Price (and allocations of the Purchase Price specified in Section 2(b) hereof) are confidential, and Sellers shall not disclose the same to anyone other than to Sellers’ legal counsel, investors and other agents and representatives who need to know such information in connection with the transactions contemplated by this Agreement (collectively, “Permitted Third Parties”). Neither Sellers nor Purchaser shall issue any press release with respect to Sellers’ sale or Purchaser’s acquisition of the Properties or the terms of this Agreement without the prior written consent of the other party, which consent may be withheld in such party’s sole discretion. Further, from and after the Contract Date, Sellers shall not use the name “Ares” in any communication related to or concerning the transaction contemplated by this Agreement (other than with Permitted Third Parties) without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole discretion. The provisions of this Section 14(k) shall survive the Closing or earlier termination of this Agreement.
---	---
(l)	IT IS THE INTENT OF SELLERS AND PURCHASER THAT THE RIGHTS AND REMEDIES WITH RESPECT TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL BE GOVERNED BY LEGAL PRINCIPLES OTHER THAN THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT. ACCORDINGLY, TO THE
---	---
MAXIMUM EXTENT APPLICABLE AND PERMITTED BY LAW (AND WITHOUT ADMITTING SUCH APPLICABILITY), EACH OF THE SELLERS AND PURCHASER HEREBY WAIVE THE PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, CHAPTER 17, SUBCHAPTER 3 (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED), TEXAS BUSINESS AND COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. FOR PURPOSES OF THE WAIVERS SET FORTH IN THIS AGREEMENT, PURCHASER HEREBY WARRANT AND REPRESENT UNTO SELLERS THAT (A) PURCHASER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, (B) PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH SELLERS REGARDING THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, (C) PURCHASER IS REPRESENTED BY LEGAL COUNSEL THAT IS SEPARATE AND INDEPENDENT OF SELLERS AND SELLERS' LEGAL COUNSEL AND (D) PURCHASER HAS CONSULTED WITH PURCHASER'S LEGAL COUNSEL REGARDING THIS AGREEMENT PRIOR TO PURCHASER'S EXECUTION OF THIS AGREEMENT AND VOLUNTARILY CONSENTS TO THIS WAIVER.
---
15.	Limitation of Liability.
---	---
(a)	Notwithstanding anything to the contrary contained herein, if the Closing shall have occurred, the aggregate liability of Sellers arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Sellers under this Agreement, the Access Agreement and any documents made, executed and delivered by Sellers pursuant to this Agreement, shall not exceed Six Million Five Hundred Thousand Dollars ($6,500,000). Sellers shall not be liable to Purchaser in respect of the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Sellers under this Agreement, the Access Agreement and any documents made, executed and delivered by Sellers pursuant to this Agreement, unless and until the sum of such obligations exceeds Fifty Thousand Dollars ($50,000) in the aggregate. Notwithstanding anything in this Section 15(a) or Section 9(c) to the contrary, the Survival Period and the limitations on Sellers' liability provided in this Section 15(a), shall not apply to Seller's liabilities and obligations with respect to (i) post-Closing prorations under Section 7, (ii) claims for brokerage commissions or fees associated with this transaction pursuant to Section 11, (iii) attorneys' fees incurred by Purchaser pursuant to Section 14(f), (iv) any claim for damages if a court of competent jurisdiction determines, in a final, non-appealable judgment, that Sellers willfully committed fraud against Purchaser with respect to the transactions contemplated by this Agreement; or (v) Seller's obligations under Section 10. As security for Seller’s potential liability to Purchaser post-Closing, at Closing, each Seller Group, Purchaser and Escrowee shall enter into an agreement (each, a “Post-Closing
---	---
Escrow Agreement”), in the form attached as Exhibit 9 hereto, pursuant to which the Escrowee shall retain from the Purchaser Price an amount equal to 1.451% of the Purchase Price allocated to the applicable Property pursuant to Section 2(b) hereof, which shall be held in escrow, and disbursed by Escrowee pursuant to the terms and conditions of each Post-Closing Escrow Agreement. The provisions of this Section 15(a) shall survive the Closing.
---
(b)	Neither any constituent member of or agent of any Seller, nor any advisor, trustee, director, officer, employee, beneficiary, shareholder, participant, representative or agent of any entity that is or becomes a constituent member of any Seller, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Purchaser and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Sellers' corporate assets for the payment of any claim or for any performance, and Purchaser, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. Neither any constituent member of or agent of Purchaser, nor any advisor, trustee, director, officer, employee, beneficiary, shareholder, participant, representative or agent of any entity that is or becomes a constituent member of Purchaser shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Sellers and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Purchaser's corporate assets for the payment of any claim or for any performance, and each Seller, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. The provisions of this Section 15(b) shall survive the Closing or any termination of this Agreement.
---	---
(c)	Notwithstanding anything herein to the contrary, all obligations, representations, warranties and liabilities of Sellers under this Agreement (including, without limitation, Sellers' liability under Section 12 and this Section 15) shall be joint and several with respect to each Seller Group. By way of example, all obligations, representations, warranties and liabilities of the Wiregrass Sellers shall be: (i) joint and several among the entities that comprise the Wiregrass Sellers; and (ii) several with respect to the Wycliff Sellers, the A110 Sellers, the Savannah Sellers and the Maple Sellers.
---	---
16.	Partial Termination. Notwithstanding anything herein to the contrary, if Purchaser terminates this Agreement with respect to some, but not all, of the Properties expressly provided in Section 4(d), Section 5(b), Section 10 or Section 12(b), hereof (the Property or Properties subject to such termination, the "Subject Property(s)"), the following shall apply (i) the Purchase Price shall be automatically reduced by the amount allocated to Subject Property(s) pursuant to Section 2(b) hereof (the "Reduced Purchase Price"); (ii) neither party shall have any further obligation or liability under this Agreement with respect
---	---
to the Subject Property(s) except for Surviving Obligations; and (iii) this Agreement shall be otherwise modified to accomplish such partial termination (e.g. such that Sellers are no longer required to make Closing deliveries pursuant to Section 6 applicable only to the Subject Property(s)).
---
17.	Exhibits and Schedules. The following exhibits and schedules are attached hereto and made a part hereof:
---	---

Schedule 1: The Properties Schedule 2: Contracts

Schedule 3: Personal Property

Exhibit 1: Form of Strict Joint Order Escrow Exhibit 2: Form of Special Warranty Deed Exhibit 3: Form of Bill of Sale Exhibit 4: Form of Assignment of Leases Exhibit 5: Form of Assignment of Contracts and Intangible Property Exhibit 6: Form of Seller's Re-Affirmation Exhibit 7: Form of FIRPTA Certificate

Exhibit 8: Form of Affidavit as to Debts and Liens and Indemnity Agreement

Exhibit 9: Form of Post-Closing Escrow Agreement

[Remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Real Estate Purchase and Sale Agreement as of April _7__, 2022 (the "Contract Date").

	<br><br><br><br>
PURCHASER:<br><br><br><br>AREIT ACQUISITIONS LLC,<br><br>a Delaware limited liability company<br><br>
By:	AREIT Real Estate Holdco LLC,<br><br>a Delaware limited liability company,<br><br>its sole member
By:	AREIT Operating Partnership LP,<br><br>a Delaware limited partnership,<br><br>its sole member
By:	Ares Real estate Income Trust Inc.,<br><br>a Maryland corporation,<br><br>its general partner<br><br>
By: /s/ ANDREA KAMP
Print Name: Andrea Kamp
Title: Managing Director

<br><br>"Wycliff ** Sellers**" are the following:<br><br><br><br>Wycliff Fund X, LLC, as to an undivided 30.1162% tenant in common interest<br><br><br><br> Name: Mark D. Gluskin<br><br>Second Vice President<br><br><br><br>45.1743% tenant in common interest<br><br><br><br> Name: Mark D. Gluskin<br><br>Second Vice President<br><br><br><br>Dallas Wycliff LLC, as to an undivided 11.1222% tenant in common interest<br><br><br><br>Arbor Investment Management LLC,<br><br>Manager<br><br>
SELLERS:<br><br><br><br>The "Wycliff ** Sellers**" are the following:<br><br><br><br>BES Wycliff Fund X, LLC, as to an undivided 30.1162% tenant in common interest<br><br><br><br>By: /s/ MARK D. GLUSKIN<br><br>Name: Mark D. Gluskin<br><br>Title: Second Vice President<br><br><br><br>BES Wycliff Fund XI, LLC, as to an undivided 45.1743% tenant in common interest<br><br><br><br>By: /s/ MARK D. GLUSKIN<br><br>Name: Mark D. Gluskin<br><br>Title: Second Vice President<br><br><br><br>AGE Dallas Wycliff LLC, as to an undivided 11.1222% tenant in common interest<br><br><br><br>By:Arbor Investment Management LLC,<br><br>Its Manager
By: /s/ ROBERT U. GOLDMAN
Robert U. Goldman, Its Manager<br><br><br><br><br><br>Axis Linden LLC, as to an undivided 5.3790% tenant in common interest
By:/s/ EDWARD ZIFKIN<br><br>Edward Zifkin, Its Manager

J-L XXI Wycliff, LLC, as to an undivided 8.2083% tenant in common interest

By:Sherman Fund Management, L.L.C., its
Authorized Officer<br><br><br><br>By: /s/ MARK J. PUTTERMAN<br><br>Mark J. Putterman, Its Manager

The "A110 **** Sellers" are the following:

BES Axis 110 Fund XII, LLC, as to an undivided 36.890% tenant in common interest

By: /s/ MARK D. GLUSKIN Name: Mark D. Gluskin

Title: Second Vice President

BES Axis 110 Fund XIII, LLC, as to an undivided 48.901% tenant in common interest

By: /s/ MARK D. GLUSKIN Name: Mark D. Gluskin

Title: Second Vice President

BES Axis 110 Investor M, LLC, as to an undivided 8.019% tenant in common interest

By: /s/ MARK D. GLUSKIN

Name:Mark D. Gluskin

Title: Second Vice President

BES Axis 110 Investor H, LLC, as to an undivided

1.514 % tenant in common interest

By: /s/ MARK D. GLUSKIN

Name:Mark D. Gluskin

Title: Second Vice President

BES Axis 110 Investor R, LLC, as to an undivided 4.677% tenant in common interest

By: /s/ MARK D. GLUSKIN

Name: Mark D. Gluskin

Title: Second Vice President

The "Maple **** Sellers" are the following:

BES Maple Fund X LLC, as to an undivided 7.3948% tenant in common interest

By: /s/ MARK D. GLUSKIN

Name: Mark D. Gluskin

Title: Second Vice President

BES Maple Fund XI LLC, as to an undivided 36.5761% tenant in common interest

By: /s/ MARK D. GLUSKIN

Name: Mark D. Gluskin

Title: Second Vice President

BES Maple Fund XII LLC, as to an undivided 44.7042% tenant in common interest

By: /s/ MARK D. GLUSKIN

Name: Mark D. Gluskin

Title: Second Vice President

Beverly 95^th^ Street Properties II, LLC, as to an undivided 11.3249% tenant in common interest

By: /s/ EDWARD ZIFKIN

Edward Zifkin, Its Manager

The "Savannah **** Sellers" are the following:

BES Savannah Oaks Fund XII, LLC, as to an undivided 43.00% tenant in common interest

By: /s/ MARK D. GLUSKIN

Name: Mark D. Gluskin

Title: Second Vice President

BES Savannah Oaks Fund XIII, LLC, as to an undivided 57.00% tenant in common interest

By: /s/ MARK D. GLUSKIN

Name: Mark D. Gluskin

Title: Second Vice President

The "Wiregrass **** Sellers" are the following:

BES Stone Oak XII, LLC, as to an undivided 38.630% tenant in common interest

By: /s/ MARK D. GLUSKIN

Name: Mark D. Gluskin

Title: Second Vice President

BES Stone Oak XIII, LLC, as to an undivided 53.346% tenant in common interest

By: /s/ MARK D. GLUSKIN

Name: Mark D. Gluskin

Title: Second Vice President

BES Stone Oak Investor CL, LLC, as to an undivided 4.734% tenant in common interest

By: /s/ MARK D. GLUSKIN

Name: Mark D. Gluskin

Title: Second Vice President

BES Stone Oak Investor ENS-1 LLC, as to an undivided 82.083% tenant in common interest

By: /s/ MARK D. GLUSKIN

Name: Mark D. Gluskin

Title: Second Vice President

(i)

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey W. Taylor, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ares Real Estate 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(s) 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(s) 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.


August 11, 2022		/s/ JEFFREY W. TAYLOR
		Jeffrey W. Taylor<br>Partner, Co-President <br>(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Lainie P. Minnick, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ares Real Estate Income Trust Inc. (the “registrant”);

(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.


2

August 11, 2022		/s/ LAINIE P. MINNICK
		<br><br>Lainie P. Minnick<br><br>Managing Director,<br><br>Chief Financial Officer and Treasurer<br><br>(Principal Financial Officer and Principal Accounting Officer)

Exhibit 32.1

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 Ares Real Estate Income Trust Inc. (the “Company”) for the period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey W. Taylor, 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.



August 11, 2022		/s/ JEFFREY W. TAYLOR
		Jeffrey W. Taylor<br>Partner, Co-President <br>(Principal Executive Officer)

Certification of Principal Executive Officer

In connection with the Quarterly Report on Form 10-Q of Ares Real Estate Income Trust Inc. (the “Company”) for the period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lainie P. Minnick, 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.



August 11, 2022		/s/ LAINIE P. MINNICK
		Lainie P. Minnick <br>Managing Director,<br>Chief Financial Officer and Treasurer <br>(Principal Financial Officer and Principal Accounting Officer)

Exhibit 99.1

CONSENT OF INDEPENDENT VALUATION FIRM

We hereby consent to the reference to our name and the description of our role in the valuation process described in the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations—Net Asset Value” in Part I, Item 2 of the Quarterly Report on Form 10-Q for the period ended June 30, 2022 of Ares Real Estate Income Trust Inc., being incorporated by reference in (i) the Registration Statement on Form S-3 (No. 333-230311) of Ares Real Estate Income Trust Inc., and the related prospectus, and (ii) the Registration Statement on Form S-8 (No. 333-194237) of Ares Real Estate Income Trust Inc. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.


	/s/ Altus Group U.S. Inc.
	Altus Group U.S. Inc.

August 11, 2022