Related Party Transactions

3 Months Ended

Mar. 31, 2022

Summarized below are the related party transaction costs incurred by the Company for the three months ended March 31, 2022 and 2021, respectively, and any related amounts receivable and payable as of March 31, 2022 and December 31, 2021:


	Incurred for the Three Months Ended				Receivable as of
	March 31,				March 31,		December 31,
	2022		2021		2022		2021


Due from GCC
Reimbursable Expense Allocation	$	—	$	—	$	11	$	11
Payroll/Expense Allocation	5		5		265		260




Total	$	5	$	5	$	276	$	271


	Incurred for the Three Months Ended				Payable as of
	March 31,				March 31,		December 31,
	2022		2021		2022		2021
Expensed
Costs advanced by the advisor	$	649	$	501	$	873	$	929
Administrative reimbursement	510		625		648		461




Assumed through Self-Administration Transaction/Mergers
Earn-out	—		—		180		197
Stockholder Servicing Fee	—		—		92		92

Other
Distributions	2,142		2,142		739		739
Total	$	3,301	$	3,268	$	2,532	$	2,418

Dealer Manager Agreement

The Company entered into a dealer manager agreement and associated form of participating dealer agreement (the “Dealer Manager Agreement”) with the dealer manager for the Follow-On Offering. The terms of the Dealer Manager Agreement are substantially similar to the terms of the dealer manager agreement from the Company's initial public offering, except as it relates to the share classes offered and the fees to be received by the dealer manager. The Follow-On Offering terminated on September 20, 2020. See Note 8, Equity.

Subject to the Financial Industry Regulatory Authority, Inc.'s limitations on underwriting compensation, under the Dealer Manager Agreement the Company required payment to the dealer manager of a distribution fee for ongoing services rendered to stockholders by participating broker-dealers or broker-dealers servicing investors’ accounts, referred to as servicing broker-dealers. The fee accrued daily, is paid monthly in arrears, and is calculated based on the average daily NAV for the applicable month.

Conflicts of Interest

Administrative Services Agreement

In connection with EA-1’s self-administration transaction, the Company, GRT OP, L.P., Griffin Capital Essential Asset TRS, Inc. and Griffin Capital Real Estate Company, LLC, on the one hand, and GCC and Griffin Capital, LLC (“GC LLC”), on the other hand, entered into that certain Administrative Services Agreement dated December 14, 2018 (as amended, the “ASA”), pursuant to which GCC and GC LLC continue to provide office space and certain operational and administrative services at cost to Company. The Company’s Executive Chairman is also the Chief Executive Officer of and controls GCC, which is the sole member of GC LLC. The Company pays GCC a monthly amount based on the actual costs anticipated to be incurred by GCC for the provision of such office space and services until such items are terminated from the ASA. Such costs are reconciled periodically and a full review of the costs will be performed at least annually. In addition, the Company will directly pay or reimburse GCC for the actual cost of any reasonable third-party expenses incurred in connection with the

provision of such services. On March 30, 2022, the Company amended the Administrative Services Agreement to reduce the scope of services provided, including removing the provision of office space. Following such amendment, GCC and GC LLC are obligated to provide the Company with human resources support, advisor services and operator support, and general corporate support on an as-needed basis.

Office Sublease

On March 25, 2022, the Company executed a sublease agreement with GCC (the “Sublease”) for the building located at 1520 E. Grand Ave, El Segundo, CA (the “Building”) which is the location of the Company’s corporate headquarters. The Building is part of a campus that contains other buildings and parking (the “Campus”). The Sublease also entitles the Company to use certain common areas on the Campus. Prior to the sublease agreement being signed, the rent for the office space was paid to GCC as part of the Administrative Services Agreement. The Campus is owned by GCPI, LLC (“GCPI”), and the Building is master leased by GCPI to GCC. GCC is the sublessor under the Sublease. The Company’s Executive Chairman is the Chief Executive Officer of and controls GCC and is also affiliated with GCPI.

The Sublease provides for initial monthly base rent of $0.05 million, subject to annual escalations of 3% commencing on April 21, 2022, as well as additional rent for certain operating expenses for the Building and portions of the Campus. The Company’s Executive Chairman is the Chief Executive Officer of and controls GCC and is also affiliated with GCPI.

Certain Conflict Resolution Procedures

Every transaction that the Company enters into with affiliates is subject to an inherent conflict of interest. The Board may encounter conflicts of interest in enforcing the Company's rights against any affiliate in the event of a default by or disagreement with an affiliate or in invoking powers, rights or options pursuant to any agreement between the Company and affiliates. See the Company's Code of Ethics available at the “Governance Documents” subpage of the “Investors” section of the Company's website at www.grtreit.com for a detailed description of the Company's conflict resolution procedures.