On February 10, 2022, the Company and the Operating Partnership entered into an underwriting agreement (the “Class C Common Stock Underwriting Agreement”) with B. Riley Securities, Inc., as the underwriter listed on Schedule I thereto, pursuant to which the Company agreed to issue and sell 40,000 shares of the Company’s Class C common stock, $0.001 par value per share in an underwritten Listed Offering at a price per share of $25.00. On February 15, 2022, the Company completed the Listed Offering of its Class C common stock, and in connection with the Listed Offering, the Company sold to Mr. Wirta, the Company’s former Chairman, all 40,000 shares of its Class C common stock at $25.00 per share for estimated aggregate net proceeds of $114,500, after deducting the underwriting discount of $70,000, and other offering costs of $815,500. The primary purpose of the Listed Offering was to provide liquidity to the Company’s existing stockholders. The shares of Class C common stock began trading on the NYSE on February 11, 2022 under the ticker symbol “MDV.” In connection with the Listed Offering and upon the listing on the NYSE, each share of the Company's Class S common stock was converted into Class C common stock.

On September 30, 2021, the Company's board of directors authorized monthly distributions payable to common stockholders of record as of December 31, 2021, which were paid in the amount of $730,445 on January 5, 2021, based on the daily distribution rate of $0.00315070 per share per day of Class C and Class S common stock, which reflects an annualized distribution rate of $1.15 per share.

On January 5, 2022, the Company's board of directors declared a 13th distribution for 2021 to its common stockholders since the Company’s AFFO exceeded 110% of distributions declared for the year ended December 31, 2021. The 13th distribution was based on the outstanding shares of common stock held by stockholders on the record date of January 6, 2022 using the following formula: (i) the daily amount of the 13th distribution divided by 365 days (ii) multiplied by the number of days such shares of common stock were held by such stockholder from January 1, 2021 through December 31, 2021 which aggregated $732,965. Stockholders were only eligible for the 13th distribution if they held such shares as of the close of business on the record date.

On January 27, 2022, the Company's board of directors authorized monthly distributions payable to common stockholders of record as of January 31, 2022, which were paid by issuing 20,097 shares of Class C common stock and cash payments of $454,424 on February 25, 2022, including $125,770 of distributions paid in cash for the Class C OP Units granted as payment by the Company for the acquisition of the KIA property as discussed below. The monthly distributions amount of $0.095833 per share represents an annualized distribution rate of $1.15 per share of common stock.

On February 17, 2022, the Company's board of directors authorized monthly distributions payable to common stockholders of record as of February 28, 2022, and March 31, 2022, which will be paid on or about March 25, 2022, and April 25, 2022, respectively. The current monthly distribution amount of $0.095833 per share represents an annualized distribution rate of $1.15 per share of common stock.

On March 18, 2022, the Company’s board of directors authorized monthly distributions payable to common stockholders of record as of April 29, 2022, May 31, 2022 and June 30, 2022, which will paid on or about May 25, 2022, June 27, 2022 and July 25, 2022, respectively. The current monthly distribution amount of $0.095833 per share represents an annualized distribution rate of $1.15 per share of common stock.

On February 15, 2022, the Company's board of directors authorized up to $20,000,000 in repurchases of its outstanding shares of common stock through December 31, 2022. Purchases made pursuant to the program will be made from time-to-time in the open market, in privately negotiated transactions or in any other manner as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. From February 15, 2022 through March 22, 2022, the Company repurchased a total of 42,339 shares of its common stock for a total of $702,611 under this share repurchase program.

On February 15, 2022, the Company's board of directors amended and restated the DRP with respect to the Class C common stock to change the purchase price at which the Class C common stock is issued to stockholders who elect to participate in the DRP. The purpose of this change was to reflect the fact that the Company's Class C common stock is now listed on the NYSE and no longer priced based on NAV per share. As more fully described in the Second Amended and Restated DRP, the purchase price for the Class C common stock under the DRP depends on whether the Company issues new shares to DRP participants or the Company or any third-party administrator obtains shares to be issued to DRP participants by purchasing them in the open market or in privately negotiated transactions. The purchase price for the Class C Common Stock issued directly by the Company will be 97% (or such other discount as may then be in effect) of the Market Price (as defined in the Second Amended and Restated DRP) of the Class C common stock. This discount is subject to change from time to time, in the Company’s sole discretion, but will be between 0% to 5% of the Market Price. The purchase price for the Class C common stock that the Company or any third-party administrator purchases from parties other than the Company, either in the open market or in privately negotiated transactions, will be 100% of the “average price per share” (as described in the Second Amended and Restated DRP) actually paid for such shares of Class C common stock, excluding any processing fees. The Second Amended and Restated DRP also reflects the $0.05 per share processing fee that will be paid by DRP participants for each share of Class C common stock purchased through the DRP. The Second Amended and Restated DRP was effective beginning with distributions paid in February 2022.

On January 18, 2022, the Company completed the acquisition of one of the three largest KIA auto dealership properties in the U.S., located on Interstate 405 in Carson, California, for $69,275,000 in an ‘‘UPREIT’’ transaction wherein the seller received 1,312,382 Class C OP Units for approximately 47% of the property value and the Company repaid a $36,465,449 existing mortgage, including accrued interest, on the property with a draw on the Facility (as defined below) provided by KeyBank National Association (‘‘KeyBank’’) and a syndicate of lenders enumerated below. The purchase price represents a 5.70% cap rate and the property has a 25-year lease with annual rent escalations of 2%.

On January 31, 2022, the Company acquired an industrial property and related equipment in Saint Paul, Minnesota that is used in indoor vertical farming for $8,079,000. The purchase price represents a 7.00% initial cap rate for the 20-year lease with annual rent escalations of 2.5%. The Company funded this acquisition with a portion of the proceeds from its offering of Series A Preferred Stock in September 2021. The tenant is Kalera, Inc., which was introduced to the Company by Curtis B. McWilliams, one of our independent directors. Since Mr. McWilliams is serving as the Interim Chief Executive Officer of Kalera, Inc., all of the disinterested members of our board of directors approved this transaction.

On March 4, 2022, the Company entered into a purchase and sale agreement to acquire eight industrial properties leased to Lindsay Precast, LLC (“Lindsay”) in a sale and leaseback transaction, which is expected to have a 25-year lease term and 2% annual rent increases. Lindsay is an industry-leading precast concrete manufacturer and steel fabricator with a 60-year operating history. These properties are used in outdoor storage and manufacturing, and are located in Ohio, Colorado, North Carolina, South Carolina and Florida. The purchase price is $53,350,000, which reflects a cap rate of 6.65%, and the Company expects to complete this purchase in April 2022, subject to completion of due diligence and customary closing conditions. The Company plans to fund the purchase with a draw on the Company’s Facility and available cash on hand. There can be no assurances that the Company will be able close this transaction.

On February 11, 2022, the Company completed the sale of two medical office properties in Dallas, Texas and Richmond, Virginia leased to Texas Health and Bon Secours, respectively, and one medical industrial property in Richmond, Virginia leased to Omnicare for an aggregate sales price of $26,000,000, which generated net proceeds of $11,883,639 after payment of commissions, closing costs and existing mortgages.

Effective January 12, 2022, the Company extended the lease term of its Cummins property located in Nashville, Tennessee from March 1, 2023 to February 28, 2024 with a 2% increase in minimum annual rent commencing March 1, 2023. Cummins accepted the extension of the lease term and possession of the property on an "AS-IS" basis. The Company also granted to Cummins an option to extend the lease term for an additional five years commencing March 1, 2024 and paid a leasing commission of $30,000 in connection with this extension.

Effective January 26, 2022, the Company also extended the lease term of its ITW Rippey property located in El Dorado Hills, California from August 1, 2022 to July 31, 2029 with a 6% increase in annual rent commencing August 1, 2022 and 3% annual escalations thereafter. The Company also agreed to provide a tenant improvements allowance of $481,250 in connection with this extension and granted ITW Rippey an option to extend the lease term for an additional five years commencing August 1, 2029. The Company is entitled to a 5% supervisory fee of the cost of the tenant improvements.

Effective March 4, 2022, the Company extended the lease term of its Williams Sonoma property located in Summerlin, Nevada from October 31, 2022 to October 31, 2025 with a 4% increase in annual rent commencing November 1, 2022 and 2.7% annual escalations thereafter. The Company also agreed to provide the tenant with one month of free rent, an inducement payment of $100,000 and tenant improvements allowance of $166,450 in connection with this extension and will pay a leasing commission of $90,383 in connection with this extension.

On January 18, 2022, the Company's Operating Partnership entered into a $250,000,000 credit agreement (‘‘Credit Agreement’’) providing for a $100,000,000 four-year revolving line of credit, which may be extended by up to 12 months subject to certain conditions (the ‘‘Revolver’’), and a $150,000,000 five-year term loan with KeyBank and the other lending institutions party thereto (collectively, the ‘‘Lenders’’), including KeyBank as Agent for the Lenders (in such capacity, the ‘‘Agent’’), BMO Capital Markets, Truist Bank and The Huntington National Bank as Co-Syndication Agents (the “Co-Syndication Agents”) and KeyBanc Capital Markets Inc., BMO Capital Markets, Inc., Truist Securities, Inc. and The Huntington National Bank as Joint-Lead Arrangers (the “Lead Arrangers”) (the ‘‘Term Loan’’ and together with the ‘‘Revolver,’’ the ‘‘Facility’’). The Facility is available for general corporate purposes, including, but not limited to, acquisitions, repayment of existing indebtedness and capital expenditures.

The Facility is priced on a leverage-based pricing grid that fluctuates based on the Company’s actual leverage ratio. If the Company's leverage ratio is below or equal to 50%, the interest rate on the Revolver will be 175 basis points over the Secured Overnight Financing Rate (‘‘SOFR’’) plus a 10 basis points credit adjustment, which would equate to a floating interest rate of 1.90% as of December 31, 2021. The Facility includes customary covenants, including minimum fixed charge coverage of 1.50x, minimum tangible net worth of $208,629,727 plus 85% of net offering proceeds and maximum leverage of 60% of the Company's borrowing base.

The Facility is secured by a pledge of all of the Operating Partnership’s equity interests in certain of the single-purpose, property-owning entities (the ‘‘Subsidiary Guarantors’’) that are indirectly owned by the Company, and various cash collateral owned by the Operating Partnership and the Subsidiary Guarantors. In connection with the Facility, the Company and each of the Subsidiary Guarantors entered into an Unconditional Guaranty of Payment and Performance in favor of the Agent, pursuant to which the Company and each of the Subsidiary Guarantors agreed to guarantee the full and prompt payment of the Operating Partnership’s obligations under the Credit Agreement.

While the Facility allows for borrowings up to 60% of the Company's borrowing base and the Company's board of directors has approved a maximum leverage ratio of 55% of the aggregate fair value of the Company's real estate properties plus its cash and cash equivalents, over the near term the Company is targeting leverage of 40% with a long term goal of lower leverage, and the Company does not plan to allow its leverage ratio to exceed 45% in order to minimize the interest rate payable on the Revolver and the Term Loan. The Company also has the right to increase the Facility to a maximum of $500,000,000, subject to customary conditions, including the receipt of new commitments from the Lenders. Subsequent to the Facility drawdown discussed below, on March 8, 2022, the Company prepaid $35,000,000 of the outstanding balance on the Revolver with cash on hand in order to reduce interest expense. Following this prepayment, the Company has availability under the Revolver of approximately $80,000,000 which can be drawn for general corporate purchases, including pending and future acquisitions.

The Company used the additional proceeds from the Facility to repay its previous line of credit, 20 property mortgages, and related interest aggregating $153,428,764, including the $36,465,449 mortgage on the KIA property, which was acquired on January 18, 2022 as discussed above. The 20 mortgages that were paid off were for the following 27 properties: eight Dollar Generals (including Dollar General, California and Dollar General, Big Spring), Northrop Grumman, exp Maitland, Wyndham, Williams Sonoma, EMCOR, Husqvarna, AvAir, 3M, Cummins, Levins, Labcorp, GSA (MHSA), PreK Education, ITW Rippey, Solar Turbines, Wood Group, Gap, L3Harris and Walgreens. After the 20 property mortgages were paid-off, seven property mortgages as of December 31, 2021 remained outstanding, including four property mortgages related to the held for sale assets. Those four mortgages were paid off pursuant to sales of the properties in February 2022 as discussed above.


	Actual								Pro Forma
	December 31, 2021		Acquisitions (1)		Dispositions (2)		Key Bank Facility		December 31, 2021
Total real estate investments, net	$	337,074,025	$	77,354,000	$	(31,510,762)	$	—	$	382,917,263
Cash and cash equivalents	55,965,550		(8,079,000)		16,884,580		(496,764)		64,274,366
Restricted cash	2,441,970		—		—		—		2,441,970
Receivable from sale of real property	1,836,767		—		—		—		1,836,767
Tenant receivables	5,996,919		—		—		—		5,996,919
Above-market lease intangibles, net	691,019		—		—		—		691,019
Prepaid expenses and other assets	6,379,099		—		—		2,210,000		8,589,099
Goodwill	17,320,857		—		—		—		17,320,857
Assets related to real estate investments held for sale	788,296		—		(788,296)		—		—
Total Assets	$	428,494,502	$	69,275,000	$	(15,414,478)	$	1,713,236	$	484,068,260

Mortgage notes payable, net	$	173,923,491	$	—	$	(21,699,912)	$	(107,426,459)	$	44,797,120
Credit facility	8,022,000		36,465,449		—		111,287,551		155,775,000
Accounts payable, accrued and other liabilities	11,844,881		—		—		(279,188)		11,565,693
Below-market lease intangibles, net	11,102,940		—		—		—		11,102,940
Interest rate swap derivatives	788,016		—		—		(788,016)		—
Liabilities related to real estate investments held for sale	383,282		—		(383,282)		—		—
Total liabilities	206,064,610		36,465,449		(22,083,194)		2,793,888		223,240,753
Total equity	222,429,892		32,809,551		6,668,716		(1,080,652)		260,827,507
Total liabilities and equity	$	428,494,502	$	69,275,000	$	(15,414,478)	$	1,713,236	$	484,068,260