10-12G

As filed with the Securities and Exchange Commission on April 27, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

EXCHANGERIGHT INCOME FUND

(Exact name of registrant as specified in its charter)

Maryland	36-7729360
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1055 E. Colorado Blvd, Suite 310, Pasadena, California 91106

(Address of principal executive offices) (Zip Code)

(855) 317-4448

(Registrant’s telephone number, including area code)

Correspondence to:

David Van Steenis

Chief Financial Officer and Chief Investment Officer

ExchangeRight Income Fund

9215 Northpark Drive

Johnston, Iowa 50131

(626) 773-3481

Copies to:

David P. Hooper, Esq.

Barnes & Thornburg LLP

11 S. Meridian Street

Indianapolis, Indiana 46204

(317) 236-1313

Securities to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

None

Securities to be registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:

Class A Common Shares, $0.01 par value per share

Class I Common Shares, $0.01 par value per share

Class S Common Shares, $0.01 par value per share

(Title of Class)

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

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

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

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			i
GLOSSARY OF CERTAIN TERMS			iii
ITEM 1.	BUSINESS		1
ITEM 1A.	RISK FACTORS		16
ITEM 2.	FINANCIAL INFORMATION		58
ITEM 3.	PROPERTIES		80
ITEM 4.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		88
ITEM 5.	DIRECTORS AND EXECUTIVE OFFICERS		91
ITEM 6.	EXECUTIVE COMPENSATION		96
ITEM 7.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		97
ITEM 8.	LEGAL PROCEEDINGS		105
ITEM 9.	MARKET PRICE OF DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		105
ITEM 10.	RECENT SALES OF UNREGISTERED SECURITIES		109
ITEM 11.	DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED		115
ITEM 12.	INDEMNIFICATION OF DIRECTORS AND OFFICERS		132
ITEM 13.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		133
ITEM 14.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		133
ITEM 15.	FINANCIAL STATEMENTS AND EXHIBITS		134
INDEX TO FINANCIAL STATEMENTS			F - 1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10 other than historical facts may be considered “forward-looking statements,” and, as such, may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of ExchangeRight Income Fund (the “Company”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “may”, “will”, “should”, “estimates”, “projects”, “anticipates”, “believes”, “expects”, “intends”, “future” and words of similar import, or the negative thereof. Forward-looking statements in this registration statement include information about possible or assumed future events, including, among other things, discussion and analysis of our future financial condition, results of operations, our strategic plans and objectives, occupancy, leasing rates and trends, liquidity and ability to meet future obligations, anticipated expenditures of capital and other matters. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this registration statement is filed with the Securities and Exchange Commission.

Any such forward-looking statements are subject to unknown risks, uncertainties and other factors, which in some cases are beyond our control and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide distributions to shareholders and maintain the value of our real estate properties, may be significantly hindered.

Factors that could cause actual results, performance or achievements to differ materially from current expectations include, but are not limited to:

• risks inherent in the real estate business, including tenant defaults, illiquidity of real estate investments, potential liability relating to environmental matters and potential damages from natural disasters;

• general business and economic conditions;

• the accuracy of our assessment that certain businesses are e-commerce resistant and recession-resilient;

• the accuracy of the tools we use to determine the creditworthiness of our tenants;

• concentration of our business within certain tenant categories;

• ability to renew leases, lease vacant space or re-lease space as existing leases expire;

• our ability to successfully execute our acquisition strategies;

• the degree and nature of our competition;

• inflation and interest rate fluctuations;

• failure, weakness, interruption or breach in security of our information systems;

• our failure to generate sufficient cash flows to service our outstanding indebtedness;

• continued volatility and uncertainty in the credit markets and broader financial markets;

• our ability to maintain our qualification as a real estate investment trust (“REIT”) for federal income tax purposes;

• our limited operating history as a REIT, which may adversely affect our ability to make distributions to our shareholders;

• changes in, or the failure or inability to comply with, applicable laws or regulations; and

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• future sales or issuances of our common shares or other securities convertible into our common shares, or the perception thereof, could cause the value of our common shares to decline and could result in dilution.

The foregoing list is only a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows. The foregoing should be read in conjunction with the complete discussion of risk factors we face, which are set forth in “Item 1A. Risk Factors” in this registration statement.

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GLOSSARY OF CERTAIN TERMS

Except as otherwise specified in this registration statement, the terms: “we,” “us,” “our,” “our company” and the “Company” refer to ExchangeRight Income Fund, a Maryland statutory trust, together with its subsidiaries. Additionally, the following is a glossary of certain terms used in this registration statement.

“Class A Common Shares” means the Class A Common Shares of beneficial interest, $0.01 par value per share, of the Company.

“Class A Common Units” means the Class A Common Units of limited partnership interest of the Operating Partnership.

“Class I Common Shares” means the Class I Common Shares of beneficial interest, $0.01 par value per share, of the Company.

“Class I Common Units” means the Class I Common Units of limited partnership interest of the Operating Partnership.

“Class S Common Shares” means the Class S Common Shares of beneficial interest, $0.01 par value per share, of the Company.

“Class S Common Units” means the Class S Common Units of limited partnership interest of the Operating Partnership.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Shares” means, collectively, the Company’s Class A Common Shares, Class I Common Shares and Class S Common Shares.

“Company” means ExchangeRight Income Fund, doing business as ExchangeRight Essential Income REIT, a Maryland statutory trust, together with its subsidiaries, which serves as the sole general partner of the Operating Partnership.

“Declaration of Trust” means the Declaration of Trust of the Company, as the same may be amended and restated from time to time.

“DST” means Delaware statutory trust.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“ExchangeRight” means ExchangeRight Real Estate, LLC, a California limited liability company.

“ExchangeRight DST Portfolios” mean portfolios of net-leased properties acquired and managed by ExchangeRight through its previous DST offerings.

“ExchangeRight Secured Loans” means short-term secured loans made at any time or from time to time by the Company to ExchangeRight under the RSLCA.

“FINRA” means the Financial Industry Regulatory Authority, Inc., or any successor thereto.

“FFO” means funds from operations, which is a commonly accepted and reported measure of the operating performance of a REIT. FFO is equal to the Company’s net income (calculated in accordance with GAAP), excluding the following: depreciation and amortization related to real estate; gains and losses from the sale of real estate assets; gains and losses from changes in control; and impairment write-downs of real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the Company. The foregoing definition of FFO is consistent with the definition of “funds from operations” published by the National Association of Real Estate Investment Trusts (Nareit^®).

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“GAAP” means accounting principles generally accepted in the United States.

“Insignificant Participation Exception” means the exception to the plan asset regulations which provides that an ERISA investor’s assets will not include any of the underlying assets of an entity in which it invests if at all times less than 25% of the value of each class of equity interests in the entity is held by ERISA investors.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Key Principals” means Joshua Ungerecht, Warren Thomas and David Fisher.

“NAV” means the net asset value of the Company.

“Operating Partnership” or the “Partnership” means ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership, together with its subsidiaries.

“Operating Partnership Agreement” means the Amended and Restated Limited Partnership Agreement of ExchangeRight Income Fund Operating Partnership, LP, dated April 4, 2022.

“OP Units” mean the common units of limited partnership interest in the Operating Partnership.

“REIT” means real estate investment trust.

“RSLCA” means the Amended and Restated Uncommitted Senior Revolving Secured Line of Credit Agreement dated April 4, 2022 between ExchangeRight Real Estate, LLC, as borrower, and ExchangeRight Income Fund Operating Partnership, LP., as lender.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“Securities Act” means the Securities Act of 1933, as amended.

“TCJA” means the Tax Cuts and Jobs Act of 2017.

“Trustee” means ExchangeRight Income Fund Trustee, LLC, a Delaware limited liability company.

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ITEM 1. BUSINESS.

We are filing this Form 10 to register our Common Shares pursuant to Section 12(g) of the Exchange Act. As a result of the registration of our Common Shares pursuant to the Exchange Act, following the effectiveness of this Form 10, we will be subject to the requirements of the Exchange Act and the rules promulgated thereunder. In particular, we will be required to file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K and otherwise comply with the disclosure obligations of the Exchange Act applicable to issuers filing registration statements to register a class of securities pursuant to Section 12(g) of the Exchange Act. This registration statement does not constitute an offering of securities of the Company or any other entity. We are an emerging growth company as defined in the JOBS Act and will take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act.

General

ExchangeRight Income Fund, doing business as ExchangeRight Essential Income REIT, a Maryland statutory trust, is a self-administered real estate company, formed on January 11, 2019, focusing on investing in single-tenant, primarily investment-grade net-leased real estate. The Company, through the Operating Partnership, owned 336 properties in 34 states (collectively, the “Trust Properties”) that were 99.8% leased as of December 31, 2022. The Trust Properties are occupied by 36 different national, primarily investment-grade necessity-based retail tenants as of December 31, 2022 and are additionally diversified by industry, geographic region and lease term. The Company has had 100% collection of all of its contractual rents from its net-leased properties since inception, including through the COVID-19 pandemic and for the year ended December 31, 2022.

We are structured as an umbrella partnership REIT, commonly called an UPREIT, and own all of our assets and conduct substantially all of our business through ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership, which was formed on January 9, 2019. The Company is the sole general partner and a limited partner of the Operating Partnership. As of the date of this registration statement, an aggregate of 22,624,817 OP Units in the Operating Partnership are issued and outstanding. The Company owns 15,098,630 of the issued and outstanding OP Units in the Operating Partnership, investors who completed tax-deferred Code Section 721 exchanges into the Operating Partnership own 7,448,879 of the issued and outstanding OP Units in the Operating Partnership and ExchangeRight owns 77,308 of the issued and outstanding OP Units in the Operating Partnership. Additionally, ExchangeRight owns 600,000 of the Company’s 15,098,630 issued and outstanding OP Units in the Operating Partnership disclosed above through its ownership in ExchangeRight Income Fund GP, LLC (“EIFG”).

On February 9, 2019, we commenced an offering of up to $100.0 million of our Common Shares under a private placement to qualified investors who meet the definition of “accredited investor” under Regulation D of the Securities Act. We expect to conduct the offering on a continuous basis until the Trustee determines to terminate the offering. The maximum dollar amount of the offering has been increased over time. The following table details the increases in the maximum dollar amount of the offering of our Common Shares, prior to selling commissions, as approved by the Trustee, since the inception of the offering:

Effective date	Maximum offering amount
Inception	$	100,000,000
May 18, 2020	$	200,000,000
March 2, 2021	$	500,000,000
April 4, 2022	$	2,165,000,000

As of the date of this registration statement, the Company had issued 5,594,034 Class I Common Shares and 9,804,288 Class A Common Shares pursuant to the offering, resulting in gross offering proceeds of approximately $417.4 million since inception. Of these issued Common Shares, 5,439,500 Class I Common Shares and 9,659,130 Class A Common Shares remained outstanding as of the date of this registration statement.

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After deductions for payments of selling commissions (net of support received from ExchangeRight), marketing and diligence allowances, wholesale selling costs and expenses, and other offering expenses, we have received net offering proceeds since inception of approximately $401.2 million as of the date of this registration statement. The net offering proceeds have been contributed to the Operating Partnership in exchange for OP Units, and the Operating Partnership has used the net proceeds of the offering to acquire the Trust Properties, and to pay certain fees and expenses related to the offering and acquisition of the Trust Properties.

Our executive offices are located at 1055 E. Colorado Blvd., Suite 310, Pasadena, CA 91106. Our telephone number is (855) 317-4448. Our internet website is www.exchangeright.com. The information contained in, or that can be accessed through our website, is not incorporated by reference in or otherwise a part of this Form 10.

REIT Status

The Company has elected and is qualified to be taxed as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2019. We intend to operate in a manner that allows us to continue qualifying as a REIT for U.S. federal income tax purposes commencing with such taxable year, and to continue qualifying as a REIT for each subsequent year. To maintain REIT status, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute at least 90% of our REIT taxable income, determined without regard for any deduction for distributions paid and excluding any net capital gain, to our shareholders. As a REIT, we generally are not subject to U.S. federal income tax on the REIT taxable income we distribute to our shareholders. Even though we qualify as a REIT, we may still be subject to some federal, state and local taxes on a certain portion of our income or property. If we fail to qualify as a REIT in any taxable year, including the current year, we will be subject to federal income tax at regular corporate rates.

Operating Partnership and Managers

Substantially all of the Company’s business is conducted through the Operating Partnership. The Trust Properties are owned and controlled by the Company and are managed by ExchangeRight Net-Leased Property Management, LLC (the “Property Manager”) and ExchangeRight Net-Leased Asset Management, LLC (the “Asset Manager”), which are both wholly-owned subsidiaries of ExchangeRight, pursuant to executed property management and asset management agreements (collectively the “Management Agreements”) with each respective entity. ExchangeRight is the sole member and manager of the Trustee, who as Trustee, has a fiduciary obligation to act on behalf of our shareholders. Under Maryland law and our Declaration of Trust, our Trustee must act in good faith, in a manner it reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances.

Since 2012, ExchangeRight has been active in syndicating ownership in primarily investment-grade single-tenant, net-leased necessity-based retail assets through DST programs that qualify for tax-deferred exchange treatment under Section 1031 of the Code. ExchangeRight provides a vertically integrated, fully scalable real estate platform consisting of underwriting and acquisitions, financing and structuring, leasing and tenant retention, marketing and dispositions, asset and property management, analysis and legal and institutional-quality investor reporting. ExchangeRight and its affiliates have acquired over 1,100 properties and manage over approximately $5.4 billion of assets as of March 31, 2023. ExchangeRight and its affiliates utilize fair market value, when available, to calculate its assets under management. When fair market value is not available, which is the case for its DST programs, ExchangeRight utilizes the original offering price of such offerings. The assets under management total over 22 million square feet and ExchangeRight’s net-leased platform is diversified across 78 national tenants and 47 different states as of the date of this registration statement.

We depend on ExchangeRight and its affiliates, including the Property Manager and Asset Manager, to provide certain services essential to the Company, such as asset management services, supervision of the

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management of the Trust Properties, asset acquisition and disposition services, as well as other administrative responsibilities for the Company, including accounting services, investor communications and investor relations. As a result of these relationships, we are dependent upon ExchangeRight and its affiliates.

Ownership Structure

The following chart illustrates our current operating structure and ownership as of the date of this registration statement. The solid-line arrows in the chart represent equity ownership relationships between the applicable parties, and the dotted lines represent contractual or service-provider relationships between the parties.

(1) As of the date of this registration statement, an aggregate of 613,007 Common Shares, representing 4.1% of the total outstanding Common Shares were beneficially owned by (i) our Trustee; (ii) our Key Principals; (iii) our executive officers and (iv)  EIFG. See “Item 4. Security Ownership of Certain Beneficial Owners and Management” for further ownership information.

(2) ExchangeRight Income Fund Trustee, LLC serves as the sole trustee of the Company.

(3) EIFG owns 600,000 Class I Common Shares as of the date of this registration statement, which were purchased on the same terms as all other holders of Class I Common Shares at acquisition. Additionally, EIFG owns a special limited partner interest in the Operating Partnership which entitles it to receive a promote interest in the profits of the Operating Partnership upon an investor receiving their preferred return plus a return of capital. See “Item 7. Certain Relationships and Related Transactions, and Director Independence” for further ownership information.

(4) ExchangeRight Net-Leased Property Management, LLC (referred to herein as the “Property Manager”) manages certain Trust Properties owned by the Operating Partnership pursuant to a Property Management Agreement dated February 28, 2019, as described elsewhere in this registration statement.

(5) ExchangeRight Net-Leased Asset Management, LLC (referred to herein as the “Asset Manager”) manages certain Trust Properties owned by the Operating Partnership pursuant to an Asset Management Agreement dated February 28, 2019, as described elsewhere in this registration statement.

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(6) The holders of the Operating Partnership Class I Common Units have the right to cause their Class I Common Units to be redeemed by the Operating Partnership for cash, unless we, in our sole discretion, elect to purchase such Class I Common Units in exchange for Class I Common Shares of the Company, issuable on a 1:1 basis, subject to adjustment under certain circumstances. We currently intend to elect to pay the redemption price for all Class I Common Units tendered for redemption in Class I Common Shares. The Class I Common Units have the same economic rights as a Class I Common Shares. As of the date of this registration statement, an aggregate of 142,548 OP Units, representing 1.9% of the total outstanding OP Units were beneficially owned by (i) ExchangeRight; (ii) our Trustee; (iii) our Key Principals and (iv) our executive officers. See “Item 4. Security Ownership of Certain Beneficial Owners and Management” for further information.

Management Structure

The Company operates under the direction of the Trustee, which in turn is managed by ExchangeRight as the sole manager of the Trustee. The business and affairs of ExchangeRight are managed by the Key Principals as the sole managers of ExchangeRight, who have full and complete authority, power and discretion to manage and control the business, affairs and properties of ExchangeRight, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of ExchangeRight’s business. As a result, the Key Principals act in effect as directors of the Company.

For additional information regarding the Key Principals and individuals acting as the executive officers of the Company, see “Item 5. Directors and Executive Officers” below.

Investment Objectives and Strategy

The Company seeks to provide capital preservation and stable income by focusing primarily on investment-grade necessity-based retail tenants that are additionally diversified by industry, geographic region and lease term. We intend to take advantage of ExchangeRight’s fully scalable platform and deep industry relationships to strategically acquire a diversified portfolio. The Company is structured to target:

• capital preservation throughout economic cycles with a focus on recession-resilient tenants and industries;

• stable distributions paid monthly that are covered by cash flow from operations;

• significant tax deferral and deductions provided to increase the tax-equivalent yield;

• clearly-defined aggregation strategy that is structured to benefit from the diversification and scale of ExchangeRight’s proprietary acquisitions pipeline and existing assets under management; and

• an investor-centric structure and significant alignment of interest.

Capital preservation throughout economic cycles with a focus on recession-resilient tenants and industries – In order to achieve these objectives, the Company focuses on acquiring a diversified portfolio consisting primarily of:

• long-term net-leased properties;

• backed by national, investment-grade and recession-resilient tenants;

• that operate essential businesses;

• in online-resilient; and

• recession-resilient necessity retail industry.

Long-term, net-leased properties – We focus on net leases that obligate the tenant to pay not only their rent, but also the costs of property taxes, insurance and property maintenance, often including repairs and replacements. The net-lease structure shields the landlord from the burden of those costs that are typically borne

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by the landlord in most other asset classes of real estate. By shifting the burden of many of these operating expenses from the landlord to the tenant, net-leased real estate provides investors with an income stream that is more stable and predictable and that is less likely to experience significant volatility throughout the lease term.

National, investment-grade and recession-resilient tenants – We focus on national tenants that exhibit strong balance sheets and financial performance, primarily carrying investment-grade credit ratings from S&P and/or Moody’s rating agencies, which are nationally recognized statistical rating organizations (“NRSROs”). Based on research from S&P and Moody’s, investment-grade credit tenants have historically had an 11.07x to 14.39x lower likelihood of defaulting over a 10-year horizon compared to speculative- or junk-rated credit tenants. We focus on investment-grade credit tenants so that we can rely on their strong balance sheets to weather economic crises and recessions and continue to meet their financial obligations under the leases.

Operate essential businesses – We focus on properties occupied by businesses that are essential and that remained open and operating throughout the COVID-19 crisis. Essential businesses provide the goods and services that people need and are therefore generally able to continue to be profitable in most economic environments. We focus on tenants with strong balance sheets to weather a crisis, and more particularly on those tenants whose balance sheets get stronger even in the midst of a crisis.

Online-resilient – We focus on tenants and industries that have historically exhibited consistent resilience and growth in the face of the competitive expansion of online retail. The growth of online retail has impacted a number of real estate sectors, especially the discretionary retail sector that we avoid. By primarily focusing on pharmaceutical, grocery, healthcare, necessity-based retail, farm and rural supply, and discount retail, the Company’s targeted tenants provide essential goods and services that are expected to be less susceptible to being replaced by online retail given the needs-based component of their business plan, the accommodation of immediate-fulfillment needs or desires, the provision of in-person services that are not or cannot be competitively duplicated online and/or the low-cost nature of products offered. In addition, the tenants we focus on have adapted their business models to utilize their locations to provide in-person services and experiences. Our focus on necessity-based sectors that are less susceptible to economic shocks and online retail is intended to protect and insulate the Company’s long-term income.

• Discount necessity retailers have converted approximately 15-20% of their floor space to groceries and provide necessity goods at a price point that is uneconomical for online retailers to compete against. Online retailers target demographics that have a much higher discretionary income that does not overlap significantly with discount necessity retailers. Furthermore, in recessions, a larger portion of the population tends to shop at discount necessity retailers in order to save money.

• Pharmaceutical retailers frequently include health hubs, minute clinics and medical testing centers that deliver discount healthcare like flu shots, vaccines and medical testing within their stores and also immediately provide any prescriptions needed. They also provide a viable and convenient alternative to going to an urgent care facility to address non-urgent illnesses.

• Grocers focus on perishable goods that online retailers have struggled to provide competitively. Certain online retailers had to ultimately acquire a brick-and-mortar retail grocer to compete in the grocery space. Many grocers have also created a one-stop-shop destination by adding cafes, pharmacies, restaurants, dry cleaners and banks to their stores and higher margin products like meals on-the-go that cannot be replicated online.

• Discount specialty and apparel retailers provide discount home goods, decor, and clothing that consumers often prefer to shop for in-person, that are discounted and therefore, less economical to ship and that target a demographic that is less likely to overlap with online retailers’ target demographic.

• Farm and rural supply stores provide essential products for agriculture, livestock, and pet care while also carrying products related to home improvement, truck maintenance and lawn and garden care. Many of these products tend to be larger and less economical to ship to customers and are needed more immediately than shipping can accommodate.

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• Automotive stores typically provide for the immediate and ongoing supply chain needs of local auto repair shops in addition to meeting the immediate needs of local consumers.

• Healthcare providers provide in-person health care services that are either difficult or impossible to deliver through an online format.

Recession-resilient necessity retail industry – The necessity retail industry is an industry in which people continue to spend money even in recessions because the goods and services they provide are a necessity and not a discretionary choice. Therefore, this industry tends to be more recession-resilient than others. We focus on this industry to align ourselves with tenants that continue to be profitable and resilient even during economic crises and/or recessionary periods.

Diversification Strategy

While focusing almost exclusively on those properties that meet all of the investment factors discussed above, we will then take the pursuit of risk mitigation a step further with broad diversification by property, location, tenant, industry, lease term and debt term so that we avoid significant concentrations of income coming from any one factor.

When we put these all together, the intended result is a diversified, long-term stream of cash flow that is shielded from many of the potential costs of real estate ownership and that is ultimately guaranteed by tenants with strong balance sheets. The tenants we focus on operate businesses that performed well throughout the COVID-19 pandemic, and historically have performed well in recessions.

Each of these separate investment factors build upon each other and, in combination, create an investment strategy that can provide stable income and value for investors. The combination of all of these factors and the potential to aggregate a large, diversified portfolio of similar quality net-leased real estate through ExchangeRight’s

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proprietary pipeline and existing assets under management also create upside potential as it is well-positioned to continue to perform through a variety of economic conditions, including recessionary environments.

Stable distributions paid monthly that are covered by cash flow from operations – The Company’s net-leased portfolio has provided a diversified and secure stream of distributable cash flows that has thus far proven to be resilient in the face of significant economic turmoil. The distribution rate has been increased by our Trustee five times since our inception and has never been reduced, delayed or suspended. Based on the current monthly distribution rate of $0.1449 per Common Share, the distribution yield, when compared to the March 31, 2023 declared NAV per Common Share of $27.74, was 6.27%. Paying distributions out of operations is important as it avoids the dilution and capital destruction that results from paying distributions out of equity capital or financing and can provide retained earnings that can allow for excess reserves and be reinvested on behalf of shareholders or maintain consistent distributions in the face of difficult circumstances. Our distribution policy is to pay distributions only out of cash flows from operations, rather than investor equity or financing, subject only to REIT qualification requirements or to avoid incurring federal income tax.

Significant tax deferral and deductions provided to increase the tax-equivalent yield – The Company is structured to take advantage of a number of tax deductions and depreciation benefits, including the REIT pass-through deduction included in the TCJA. Distributions to investors in 2022 were reported as a 56.98% non-taxable return of capital for federal income tax purposes, meaning that only 43.02% were treated as taxable distributions. In addition, so long as the Company continues to satisfy the various requirements for qualification as a REIT, non-corporate shareholders of the Company that receive distributions characterized as ordinary dividends for U.S. federal income tax purposes will be eligible to claim a tax deduction for the taxable year prior to January 1, 2026 equal to 20% of the ordinary dividends distributed to them in each such taxable year. In addition, the Company, and any of its subsidiaries that qualify as a real property trade or business, intend to make an election to be exempt from rules limiting the amount of interest expense a taxpayer is permitted to deduct each taxable year. Individual circumstances will vary by investor, and each investor should consult with their own tax advisor.

Clearly-defined aggregation strategy that is structured to benefit from the diversification and scale of ExchangeRight’s proprietary acquisitions pipeline and existing assets under management – The Company is structured to provide partial liquidity to investors through redemptions on a quarterly basis of up to 5% of the Company’s issued and outstanding shares per fiscal year. We also intend to take advantage of ExchangeRight’s fully scalable platform and deep industry relationships to continue to strategically acquire single-tenant, net-leased necessity-based retail assets. This aggregation strategy is intended to leverage the significant synergies between its net lease DST and REIT platforms in order to reduce risk and enhance value through increased diversification; expand capacity to accommodate liquidity needs; unlock additional access to capital; and optimize estate planning benefits on behalf of investors across both platforms. There is no guarantee that any aggregation strategy will be executed or that they will produce enhanced liquidity or returns.

An investor-centric structure and significant alignment of interest – The Company’s fee arrangements with ExchangeRight are structured to have ongoing performance fees that are on average more favorable than what we believe are market fees. ExchangeRight currently has invested $15.0 million in Class I Common Shares and $2.0 million in OP Units alongside investors as of the date of this registration statement, creating what we believe to be a strong alignment of interest in the success of the Company. Moreover, should ExchangeRight achieve at least a 100% return of capital and a 7% annual return on behalf of investors, ExchangeRight may participate in up to 20% of the potential upside above those returns, thus creating an additional incentive for ExchangeRight to perform.

Real Estate Investments

The Company, through the Operating Partnership, owned 336 properties in 34 states as of December 31, 2022. The Trust Properties were 99.8% leased as of December 31, 2022 and occupied by 36 different national primarily investment-grade necessity-based retail tenants as of December 31, 2022, and are additionally diversified by industry, geographic region and lease term. The portfolio has had 100% collection of all of its rents

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from its net-leased properties since inception, including through the COVID-19 pandemic and for the year ended December 31, 2022. The following table details information about our tenants as of December 31, 2022:

	Parent credit rating (a)												Weighted average lease term (yrs) (m)
		Number of leases				Annualized base rents
Tenant				GLA		Total		% of total			Per sq. ft
Dollar General	BBB		112		1,063,000	$	11,537,700		18.0	%	$	10.85		6.3
Walgreens	BBB		30		434,900		9,821,200		15.3	%	$	22.58		6.5
Tractor Supply	BBB		17		349,600		4,679,500		7.3	%	$	13.39		7.9
Family Dollar	BBB (b)		40		345,600		4,416,400		6.9	%	$	12.78		4.2
Hobby Lobby	n/a		9		513,400		4,037,900		6.3	%	$	7.87		7.0
Advance Auto Parts	BBB-		32		233,900		3,513,000		5.5	%	$	15.02		5.4
Stop & Shop	BBB+		1		102,100		2,940,000		4.6	%	$	28.80		13.9
CVS Pharmacy	BBB		10		122,700		2,866,100		4.5	%	$	23.36		5.6
Kroger	BBB		4		263,200		2,826,100		4.4	%	$	10.74		8.3
Fresenius Medical Care	Baa3 (c)		10		83,100		2,629,700		4.1	%	$	31.65		7.7
Napa Auto Parts	n/a		18		155,000		1,824,900		2.8	%	$	11.77		13.1
Publix	n/a		2		96,800		1,548,400		2.4	%	$	16.00		17.4
Hy-Vee	NAIC2 (d)		1		101,200		1,415,800		2.2	%	$	13.99		16.1
AutoZone	BBB		9		65,900		994,700		1.6	%	$	15.09		3.6
Old National Bank	A3 (c) (e)		2		38,200		989,300		1.5	%	$	25.90		7.8
Dollar Tree	BBB		9		84,200		880,200		1.4	%	$	10.45		2.6
Giant Eagle	n/a		1		81,800		848,300		1.3	%	$	10.37		8.3
Walmart Neighborhood Market	AA		1		41,800		738,600		1.2	%	$	17.67		8.8
BioLife Plasma Services L.P.	BBB+ (f)		1		15,500		672,400		1.0	%	$	43.38		12.9
Goodwill	n/a		2		42,800		653,200		1.0	%	$	15.26		7.4
Verizon Wireless	BBB+ (g)		2		11,300		569,800		0.9	%	$	50.42		4.5
Sherwin Williams	BBB		7		45,400		566,700		0.9	%	$	12.48		3.3
O’Reilly	BBB (h)		6		41,400		542,000		0.8	%	$	13.09		6.4
Food Lion	BBB+ (i)		1		41,300		351,400		0.5	%	$	8.51		5.8
Ross Stores	BBB+		1		25,800		335,400		0.5	%	$	13.00		6.1
Indianapolis Osteopathic Hospital, Inc	A2 (c)		1		11,500		320,000		0.5	%	$	27.83		0.6
PNC Bank, N.A.	A		1		6,100		266,800		0.4	%	$	43.74		5.8
HomeGoods	A(j)		1		22,200		255,800		0.4	%	$	11.52		8.3
MedSpring	Baa3 (c)		1		4,600		193,100		0.3	%	$	41.98		4.2
Franciscan Alliance, Inc.	Aa3 (c)		1		6,000		182,100		0.3	%	$	30.35		1.4
The Christ Hospital	A3 (c)		1		9,300		174,300		0.3	%	$	18.74		5.0
Five Below	n/a		1		8,500		135,700		0.2	%	$	15.96		8.1
TCF National Bank	BBB+ (k)		1		4,500		116,700		0.2	%	$	25.93		4.0
Aaron’s	n/a		1		7,200		101,900		0.2	%	$	14.15		3.2
Truist Bank	A- (l)		1		2,700		101,400		0.2	%	$	37.56		6.0
Athletico Physical Therapy	B-		1		3,400		77,000		0.1	%	$	22.65		3.8
Total			339		4,485,900	$	64,123,500		100.0	%	$	14.29		7.4
Vacant (n)					16,400
Total Portfolio					4,502,300

(a) Credit rating of parent entity of a tenant, if applicable, is derived from S&P, unless otherwise noted. In certain instances, the parent entity of the tenant will provide a guarantee of the tenant’s lease.

(b) Family Dollar’s leases are made primarily with Family Dollar Stores, Inc. This entity is a wholly owned subsidiary of Dollar Tree, Inc., which is S&P rated “BBB”.

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(c) Moody’s rating.

(d) A “Grade 2” rating is the equivalent of a BBB-, BBB or BBB+ rating by S&P.

(e) Our leases were originally with First Midwest Bank as lessee. In February 2022 First Midwest Bancorp Inc., the former parent entity of First Midwest Bank, merged with Old National Bancorp, which is Moody’s rated “A3”. Subsequent to the merger, our leases are now with Old National Bank.

(f) BioLife Plasma Services L.P.’s lease is guaranteed by Takeda Pharmaceuticals U.S.A., Inc. This entity is a wholly owned subsidiary of Takeda Pharmaceutical Co. Ltd., which is S&P rated “BBB+”.

(g) Verizon Wireless’s leases are entered into with Cellco Partnership. This entity is a wholly owned subsidiary of Verizon Communications, Inc., which is S&P rated “BBB+”. Verizon Communications, Inc. has provided a parent support agreement whereby it has agreed to guarantee certain of the payment obligations of Cellco Partnership.

(h) O’Reilly’s leases are entered into with various wholly owned subsidiaries of O’Reilly Automotive Inc., which is S&P rated “BBB”.

(i) Food Lion’s lease is guaranteed by Delhaize America, Inc. This entity is a wholly owned subsidiary of Ahold Delhaize N.V., which is S&P rated “BBB”.

(j) HomeGoods lease is guaranteed by HomeGoods, Inc. This entity is a wholly owned subsidiary of TJX Companies, Inc. which is S&P rated “A”.

(k) Our lease was originally with TCF Bank as lessee. In June 2021 TCF Financial Corporation, the former parent entity of TCF Bank, merged with Huntington Bancshares Inc., which is S&P rated “BBB+”.

(l) Our lease was originally with BB&T Bank as lessee. In December 2019 BB&T Corporation, the former parent entity of BB&T Bank, merged with SunTrust Banks, Inc. in a merger of equals to form Truist Financial Corporation, which is S&P rated “A-”. Subsequent to the merger, our lease is now with Truist Bank.

(m) Weighted based on annualized base rents.

(n) Includes 9,300 square feet that was leased to Archana Grocery in November 2022 with expected occupancy occurring prior to June 2023.

The following table details the industries in which our tenants operate as of December 31, 2022:

	Number of leases		GLA					Annualized base rents
Industry			Square feet		% of total			Dollars		% of total
Discount Necessity Retail		161		1,492,800		33.2	%	$	16,834,300		26.3	%
Pharmaceutical Retailers		40		557,600		12.4	%		12,687,300		19.8	%
Grocery		11		728,200		16.2	%		10,668,600		16.6	%
Discount Automotive		65		496,200		11.0	%		6,874,600		10.7	%
Discount Specialty Retail		13		586,900		13.0	%		5,082,600		7.9	%
Farm and Rural Supply		17		349,600		7.8	%		4,679,500		7.3	%
Medical Care		11		89,100		2.0	%		2,811,800		4.4	%
Banking Services		5		51,500		1.1	%		1,474,200		2.3	%
Healthcare Providers		4		39,700		0.9	%		1,243,700		1.9	%
Necessity Retail		2		11,300		0.3	%		569,800		0.9	%
Paint and Supplies		7		45,400		1.0	%		566,700		0.9	%
Discount Apparel		1		25,800		0.6	%		335,400		0.5	%
Urgent Care		1		4,600		0.1	%		193,100		0.3	%
Rental & Leasing Services		1		7,200		0.2	%		101,900		0.2	%
Total		339		4,485,900		99.6	%	$	64,123,500		100.0	%
Vacant (a)				16,400		0.4	%
Total Portfolio				4,502,300		100.0	%

(a) Includes 9,300 square feet that was leased to Archana Grocery in November 2022 with expected occupancy occurring prior to June 2023.

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The following table details our contractual lease expirations as of December 31, 2022 (assuming no exercise of contractual extension options):

	Number of leases		GLA					Annualized base rents
Year			Square feet		% of total			Dollars		% of total			Per sq. ft.
MTM		1		8,400		0.2	%	$	145,700		0.2	%	$	17.35
2023		5		46,300		1.0	%		699,600		1.1	%	$	15.11
2024		19		169,100		3.8	%		2,451,000		3.8	%	$	14.49
2025		23		197,200		4.4	%		2,289,200		3.6	%	$	11.61
2026		43		496,300		11.1	%		5,893,900		9.2	%	$	11.88
2027		36		474,600		10.6	%		6,717,300		10.5	%	$	14.15
2028		55		600,300		13.4	%		9,212,600		14.4	%	$	15.35
2029		30		374,800		8.4	%		5,296,500		8.3	%	$	14.13
2030		29		431,200		9.6	%		6,939,400		10.8	%	$	16.09
2031		39		629,400		14.0	%		8,323,000		13.0	%	$	13.22
2032		25		398,300		8.9	%		5,323,900		8.3	%	$	13.37
2033		5		46,300		1.0	%		764,700		1.2	%	$	16.52
2034		5		135,400		3.0	%		1,439,000		2.2	%	$	10.63
2035		8		71,400		1.6	%		1,317,500		2.1	%	$	18.45
2036		6		140,500		3.1	%		3,521,400		5.5	%	$	25.06
2037		5		54,200		1.2	%		633,800		1.0	%	$	11.69
2038		2		14,200		0.3	%		190,800		0.3	%	$	13.44
2039		2		149,600		3.3	%		2,214,200		3.5	%	$	14.80
2040		1		48,400		1.1	%		750,000		1.2	%	$	15.50
Total		339		4,485,900		100.0	%	$	64,123,500		100.0	%	$	14.29

The following table details annualized base rents by state for our portfolio as of December 31, 2022:

	Number of leases		GLA						Annualized base rents
State			Square feet			% of total			Dollars		% of total
Illinois		37		379,100			8.4	%	$	6,839,000		10.7	%
Ohio		41		559,100	(a)		12.4	%		6,479,300		10.1	%
Texas		36		389,900			8.7	%		5,650,600		8.8	%
Louisiana		39		404,600			9.0	%		4,872,500		7.6	%
Wisconsin		19		282,500			6.3	%		4,234,600		6.6	%
Alabama		15		268,800			6.0	%		3,896,800		6.1	%
Florida		21		216,300			4.8	%		3,308,600		5.2	%
Georgia		14		264,300			5.9	%		3,034,200		4.7	%
Tennessee		16		207,400			4.6	%		2,941,700		4.6	%
Massachusetts		1		102,100			2.3	%		2,940,000		4.6	%
Indiana		12		230,600			5.1	%		2,571,500		4.0	%
North Carolina		14		210,000			4.7	%		2,525,500		3.9	%
South Carolina		15		186,100			4.1	%		2,510,300		3.9	%
Pennsylvania		13		129,200			2.9	%		2,102,300		3.3	%
Virginia		7		91,800			2.0	%		1,457,100		2.3	%
Minnesota		1		101,200			2.2	%		1,415,800		2.2	%
Missouri		7		72,700			1.6	%		1,352,000		2.1	%
Nevada		2		31,100			0.7	%		1,076,000		1.7	%
Oklahoma		5		53,800			1.2	%		685,300		1.1	%
Michigan		2		53,200			1.2	%		638,900		1.0	%
Utah		2		44,700			1.0	%		618,200		1.0	%

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	Number of leases		GLA					Annualized base rents
State			Square feet		% of total			Dollars		% of total
Connecticut		3		38,000		0.8	%		547,300		0.9	%
California		1		25,800		0.6	%		335,400		0.5	%
Iowa		3		29,300		0.7	%		304,200		0.5	%
Arizona		2		16,700		0.4	%		293,900		0.5	%
Maryland		1		20,000		0.4	%		292,700		0.5	%
Arkansas		3		29,400		0.7	%		261,900		0.4	%
Idaho		1		22,000		0.5	%		255,000		0.4	%
Wyoming		1		7,000		0.2	%		132,200		0.2	%
Rhode Island		1		8,400		0.2	%		131,400		0.2	%
Colorado		1		8,000		0.2	%		109,600		0.2	%
Mississippi		1		9,300		0.2	%		106,400		0.2	%
Kansas		1		7,200		0.2	%		101,900		0.2	%
New Jersey		1		2,700		0.1	%		101,400		0.2	%
Total Portfolio		339		4,502,300		100.0	%	$	64,123,500		100.0	%

(a) Includes 9,300 square feet that was leased to Archana Grocery in November 2022 with expected occupancy occurring prior to June 2023.

Identified Trust Properties

As part of the Company’s aggregation strategy, we intend to take advantage of ExchangeRight’s fully scalable platform and deep industry relationships to strategically acquire single-tenant, net-leased necessity-based retail assets with the goal of creating additional size and diversification in order to seek enhanced, recession-resilient returns and liquidity for shareholders. The Company, through the Operating Partnership, has entered into non-binding agreements to acquire a diversified portfolio of 478 single-tenant, net-leased properties leased primarily to investment-grade tenants that are part of existing ExchangeRight DST Portfolios as well as 129 additional properties (collectively, the “Identified Trust Properties”). The 478 properties that are part of the ExchangeRight DST Portfolios are currently owned by various ExchangeRight DSTs as of December 31, 2022, and can be acquired by the Company for an aggregate purchase price of $2.4 billion. The Identified Trust Properties are leased and operated by tenants that are primarily investment-grade tenants that have proven to be recession-resilient in the past. These tenants operate successfully in the necessity-based retail space, and are diversified by geography, tenant, industry, lease term, and debt maturities. The Identified Trust Properties were selected for their proven operating history and cash flows as well as management’s experience in managing the majority of these locations and tenants. In limited circumstances, certain portfolio acquisitions may require the inclusion of individual properties that are vacant; however, when considering portfolio acquisitions that include such properties, the Company will consider the portfolio composition, diversification, and value as a whole. Moreover, we intend to only acquire properties and portfolios that result in a post-acquisition Company NAV that is higher than or equal to the pre-acquisition Company NAV at the time of property identification and approval, including the valuation of all properties in the acquired portfolio. The majority of the Identified Trust Properties have built-in rent escalations in their primary term or option periods that are intended to provide increased income and inflation protection.

The Identified Trust Properties are anticipated to provide several distinct advantages to the Company:

• The properties are expected to provide the Company with a pre-determined initial portfolio of properties and the ability to achieve an attractive diversification level;

• There is reduced blind pool risk or counterparty execution risk as the properties are already controlled and managed by ExchangeRight;

• The ExchangeRight DST Portfolios have a proven history as they are currently managed by ExchangeRight with a long-term track record of performance;

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• The tenants and lease terms are known, providing the Company with more certainty regarding potential rental increases, inflation protection, and its underwriting projections of cash flows to investors;

• The acquisition agreements for the properties give flexibility to the Company to acquire the properties in stages and over a period of time, thereby improving the Company’s ability to invest capital and earn a return to fully cover investor distributions;

• There will be no acquisition fees charged to the Company to acquire any ExchangeRight DST Portfolios;

• The ExchangeRight DST Portfolios often have loans that can be assumed with limited lender costs that on average have interest rates that are more favorable than market interest rates as of December 31, 2022; and

• The Operating Partnership is expected to grow more quickly than it would otherwise as a result of DST investors electing to perform a tax-deferred Code Section 721 exchange, providing long-term tax-sensitive investors for the Operating Partnership and the Company who are aligned with the long-term aggregation strategy and reducing the amount of new cash the Company must raise to acquire additional net-leased portfolios.

The non-binding agreements to acquire certain of the Identified Trust Properties are subject to obtaining the consent of the current mortgage lenders secured by the corresponding Identified Trust Properties and provide the Company with the unilateral right to acquire the Identified Trust Properties. See “Item 1A. Risk Factors” for certain risks relating to the acquisition and ownership of the Identified Trust Properties.

If any of the Identified Trust Properties that the Company does not currently own are not available for acquisition at the time we seek to purchase them, or if our Trustee believes that the acquisition of different properties is in the best interests of the Company, we may acquire properties other than the Identified Trust Properties consistent with our investment objectives, including properties owned or controlled by ExchangeRight or its affiliates.

Our Trustee may increase the maximum aggregate amount of the Company’s Common Share offering, in its sole discretion, to acquire additional properties consistent with our investment objectives, which are intended to include properties owned or controlled by ExchangeRight, to take advantage of ExchangeRight’s diversification and scale as well as its aggregation strategy. Our Trustee may expand the offering to achieve those objectives if such an expansion would result in a projected NAV that is equivalent to or at a premium to the then-current NAV per share of the Company based in part on an independent real estate valuation. Before the maximum aggregate offering amount of our offering is increased, we expect to enter into definitive agreements to acquire these properties. ExchangeRight’s current portfolio is similar to, yet more diversified by tenant, geography, lease and debt maturity than the Company’s portfolio, and is intended to provide additional diversification and size benefits that are anticipated to be attractive in executing the Company’s aggregation strategy.

Competition

We compete for tenants with numerous traded and non-traded public REITs, private REITs, private equity investors, institutional investment funds, individuals, banks and insurance companies, many of which own properties similar to ours in the same markets in which our properties are located. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates or to offer more substantial rent abatements, tenant improvements or below-market renewal options in order to retain tenants when our leases expire. Competition for tenants could decrease the occupancy and rental rates of our properties.

Additionally, we face competition for acquisitions of real property from investors, including traded and non-traded public REITs, private REITs, private equity investors, institutional investment funds, individuals,

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banks and insurance companies, some of which have greater financial resources than we do, a greater ability to borrow funds to acquire properties and the ability to accept more risk than we can prudently manage. This competition may increase the demand for the types of properties in which we typically invest and, therefore, reduce the number of suitable investment opportunities available to us which may impede our growth and increase the prices paid for such acquisition properties. This competition will increase if investments in real estate become more attractive relative to other types of investments. Accordingly, competition for the acquisition of real property could materially and adversely affect us. However, the Company already has non-binding agreements to acquire the Identified Trust Properties, which may offset the effects of the foregoing competitive factors.

Emerging Growth Company Status

We are an “emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company” until the earliest to occur of  (i) the last day of the first fiscal year during which our total annual gross revenues equal or exceed $1.235 billion, (ii) the date on which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the previous three-year period, and (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act. For so long as we remain an “emerging growth company,” we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We have not yet made a decision as to whether we will take advantage of any or all of these exemptions. To the extent we take advantage of some or all of the reduced reporting requirements applicable to “emerging growth companies,” an investment in our Common Shares may be less attractive to investors.

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of the registrant’s internal control over financial reporting, and generally requires in the same report a report by an independent registered public accounting firm on the effectiveness of internal control over financial reporting. Under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an “emerging growth company.”

In addition, Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act. Accordingly, our consolidated financial statements may not be comparable to the financial statements of reporting companies that comply with such new or revised accounting standards.

Human Capital

The Company has no direct employees. Services necessary for our business are provided by individuals who are employees of ExchangeRight or its affiliates, pursuant to the terms of the Management Agreements, and we pay fees associated with such services. See “Item 7. Certain Relationships and Related Transactions, and Director Independence” for a summary of the fees paid to ExchangeRight and its affiliates during the years ended December 31, 2022 and 2021.

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Investment Company Act Limitations

We conduct our operations, and the operations of our Operating Partnership, and any other subsidiaries, so that no such entity meets the definition of an “investment company” under Section 3(a)(1) of the Investment Company Act. Under the Investment Company Act, in relevant part, a company is an “investment company” if:

• pursuant to Section 3(a)(1)(A), it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or

• pursuant to Section 3(a)(1)(C), it is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (the 40% test). “Investment securities” excludes U.S. government securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

We intend to continue to acquire a diversified portfolio of income-producing real estate assets; however, our portfolio may include, to a much lesser extent, other real estate-related investments. We anticipate that our assets generally will be held in wholly and majority-owned subsidiaries of our Operating Partnership, each formed to hold a particular asset. We monitor our operations and our assets on an ongoing basis in order to ensure that neither we nor any of our subsidiaries meet the definition of “investment company” under Section 3(a)(1) of the Investment Company Act.

We believe that neither we nor our Operating Partnership will be considered investment companies under Section 3(a)(1)(A) of the Investment Company Act because neither of these entities will engage primarily or hold themselves out as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather, we, through our Operating Partnership, are primarily engaged in non-investment company businesses related to real estate. Consequently, we expect that we and our Operating Partnership will be able to continue to conduct our respective operations such that neither entity will be required to register as an investment company under the Investment Company Act.

In addition, because we are organized as a holding company that conducts its business primarily through our Operating Partnership, which in turn is a holding company that conducts its business through its subsidiaries, we intend to conduct our operations, and the operations of our Operating Partnership and any other subsidiary, so that we will not meet the 40% test under Section 3(a)(1)(C) of the Investment Company Act, as described above.

To avoid meeting the definition of an “investment company” under Section 3(a)(1) of the Investment Company Act, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. Similarly, we may have to acquire additional income or loss generating assets that we might not otherwise have acquired or may have to forgo opportunities to acquire interests in companies that we would otherwise want to acquire and that would be important to our investment strategy. In addition, a change in the value of any of our assets could negatively affect our ability to avoid being required to register as an investment company.

If we are required to register as an investment company under the Investment Company Act, we would become subject to substantial regulation with respect to our capital structure (including our ability to use borrowings), management, operations, transactions with affiliated persons (as defined in the Investment Company Act) and portfolio composition, including restrictions with respect to diversification and industry concentration and other matters. Compliance with the Investment Company Act would, accordingly, limit our ability to make certain investments and could require us to significantly restructure our business plan, which could materially adversely affect our business, financial condition and results of operations.

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Conflicts of Interest

We are subject to conflicts of interest arising out of our relationship with ExchangeRight and its affiliates. See “Item 1A. Risk Factors” and “Item 7. Certain Relationships and Related Transactions, and Director Independence” for further details regarding conflicts of interest.

Regulation

Environmental. As an owner of real estate, we are subject to various environmental laws of federal, state and local governments. Compliance with existing laws has not had a material adverse effect on our financial condition or results of operations, and our management does not believe it will have such an impact in the future. However, we cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on properties we currently own, or on properties that may be acquired in the future.

Americans with Disabilities Act and Other Regulations. Our properties must comply with Title III of the Americans with Disabilities Act (the “ADA”), to the extent that such properties are public accommodations as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. Many states and localities have similar requirements that are in addition to, and sometimes more stringent than, federal requirements. We believe our properties are in substantial compliance with the ADA and that we will not be required to make substantial capital expenditures to address the requirements of the ADA. However, noncompliance with the ADA or a comparable state or local requirement could result in the imposition of fines or an award of damages to private litigants. The obligation to make readily accessible accommodations is an ongoing one, and we will continue to assess our properties and make alterations as appropriate in this respect. In addition, our properties are subject to fire and safety regulations, building codes and other land use regulations.

Healthcare Regulatory Matters. Certain material healthcare laws and regulations may affect our operations and our tenants. Although there is presently no federal regulation on the lessor itself from federal government agencies that regulate and inspect the tenants and no regulation of the lessor in the states in which we own real property, certain of our tenants (including the operators of plasma and blood donation centers and other healthcare providers) are subject to extensive federal, state and local government healthcare laws and regulations. These laws and regulations include requirements related to licensure, conduct of operations, ownership of the facilities, operation, addition or expansion of facilities and services, prices for services, billing for services and the confidentiality and security of health-related information. Different properties within our portfolio may be more or less subject to certain types of regulation, some of which are specific to the type of facility or provider. These laws and regulations are wide-ranging and complex, may vary or overlap from jurisdiction to jurisdiction, and are subject frequently to change. Compliance with these regulatory requirements can increase operating costs and, thereby, adversely affect the financial viability of our tenants’ businesses. Our tenants’ failure to comply with these laws and regulations could adversely affect their ability to successfully operate our properties, or receive reimbursement for services rendered within them, which could negatively impact their ability to satisfy their contractual obligations to us. Our leases will require the tenants to comply with all applicable laws, including healthcare laws.

Our tenants which operate in the healthcare industry are subject directly to healthcare laws and regulations, because of the broad nature of some of these restrictions. We intend for all of our business activities and operations to conform in all material respects with all applicable laws and regulations, including healthcare laws and regulations. We expect that the healthcare industry will continue to face increased regulation and pressure in the areas of fraud, waste and abuse, cost control, healthcare management and provision of services.

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Industry Segments

Our current business is focused on the ownership and operation of net-leased, primarily investment-grade tenanted properties. We review operating and financial information for each property on an individual basis and, accordingly, each property represents an individual operating segment. We evaluate financial performance using property net operating income, which consists of rental income and other property income, less operating expenses. No individual property constitutes more than 10% of our revenue or property operating income, and the Company has no operations outside of the United States of America. Therefore, we have aggregated our properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies.

ITEM 1A. RISK FACTORS

The following factors and other factors discussed in this Form 10 could cause the Company’s actual results to differ materially from those contained in forward-looking statements made in this registration statement or presented elsewhere in future SEC reports. You should carefully consider each of the risks, assumptions, uncertainties and other factors described below and elsewhere in this registration statement, as well as any reports, amendments or updates reflected in subsequent filings or furnishings with the SEC. We believe these risks, assumptions, uncertainties and other factors, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results and could materially and adversely affect our business operations, results of operations, financial condition and liquidity.

Risk Factors Summary

Our business, financial condition and results of operations are subject to numerous risks and uncertainties. Below is a summary of the principal factors that make an investment in our Common Shares speculative or risky. This summary does not address all of the risks that we face and should be read in conjunction with the full risk factors contained below in this “Risk Factors” section in this Form 10.

Risks Related to Our Business and Real Estate

• Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations.

• Illiquidity of real estate investments and restrictions imposed by the Code could significantly impede our ability to respond to adverse changes in the performance of our properties.

• We are subject to risks associated with the current interest rate environment and increases in interest rates may negatively impact us.

• Continued increases in inflation may adversely affect our financial condition, cash flows, and results of operations.

• Our assessment that certain businesses are e-commerce resistant and recession-resilient may prove to be incorrect.

• We are subject to risks related to commercial real estate ownership that could reduce the value of our properties.

• Our revenues and expenses are not directly correlated, and because a large percentage of our expenses are fixed, we may not be able to lower our cost structure to offset declines in our revenue.

• We could be subject to increased property-level operating expenses.

• Our business depends on our tenants successfully operating their businesses and satisfying their obligations to us.

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• We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.

• Our financial monitoring and periodic site inspections may fail to mitigate the risk of tenant defaults, and if a tenant defaults, we may experience difficulty or a significant delay in re-leasing or selling the property.

• We are subject to risks related to tenant concentration, and an adverse development with respect to a large tenant, such as a tenant declaring bankruptcy, could materially and adversely affect us.

• Credit ratings may prove to be inaccurate or be unavailable for a tenant.

• We face significant competition for tenants, which may decrease the occupancy and rental rates of our properties.

• We face significant competition for acquisitions, which may reduce the number of acquisitions we are able to complete, which may impede our growth and increase the costs of these acquisitions.

• We may be unable to complete the acquisitions of the newly identified ExchangeRight DST Portfolios or the other identified properties included in the Identified Trust Properties.

• We may not acquire all of the properties that are included among the Identified Trust Properties.

• We may acquire portfolios of properties, which may result in the acquisition of individual properties that do not otherwise meet our investment standards, including properties that are vacant.

• The value of the Identified Trust Properties may fluctuate before we can complete the purchase of any or all of those properties.

• We may only obtain limited warranties when we purchase a property and may only have limited recourse in the event our due diligence did not identify any issues that lower the value of the property.

• Eminent domain could lead to material losses.

• Covenants, conditions and restrictions may restrict the uses of our properties.

• We may be unable to identify and complete acquisitions of suitable properties, which may impede our growth, and our future acquisitions may not yield the returns we expect.

• As we continue to acquire properties, we may decrease or fail to increase the diversification of our portfolio.

• A pandemic, epidemic or outbreak of another infectious disease in the United States, such as the recent COVID-19 pandemic, could adversely affect our operating results and financial condition.

• We own properties located in certain states that are particularly susceptible to various natural disasters including, without limitation, windstorms, floods, hurricanes, earthquakes, tornadoes and other natural disasters indigenous to those states.

• Climate change, natural disasters or health crises could adversely affect our properties and business.

• Some of our properties are leased to tenants or have lease guarantors that are not rated by a major rating agency.

• If a major tenant declares bankruptcy, we may be unable to collect balances due under relevant leases.

• We are exposed to risks related to increases in market lease rates and inflation, as income from long-term leases is our primary source of cash flows from operations.

• Real estate taxes may increase, and any such increases may not be paid for by our tenants.

• Challenging economic conditions could increase vacancy rates.

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• As leases expire, we may be unable to renew those leases or re-lease the space on favorable terms or at all.

• We may be unable to secure funds for future tenant improvements or other capital needs.

• REIT distribution requirements limit our ability to retain cash.

• We may be unable to sell a property when we desire to do so.

• We identified a material weakness in our internal controls over technical accounting related to the allocation of the purchase price between building and site improvements for our asset acquisitions.

• We may be negatively affected by potential development and construction delays.

• If we purchase an option to acquire a property but do not exercise the option, we likely would forfeit the amount we paid for such option.

• Acquiring or attempting to acquire multiple properties in a single transaction may adversely affect us.

• If we sell properties and provide financing to purchasers, we will be subject to the risk of default by the purchasers.

• The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to pay distributions and make additional investments.

Risks Related to Our Organizational Structure

• We are a relatively new company and have a limited operating history.

• We are a holding company with no direct operations and will rely on funds received from our Operating Partnership to pay liabilities and make any distributions declared by our Trustee.

• Conflicts of interest could arise between the interests of our shareholders and the interests of holders of OP Units, which may impede business decisions that could benefit our shareholders.

• Our success depends on key personnel of ExchangeRight whose continued service is not guaranteed and each of whom would be difficult to replace.

• There is no public trading market for our Common Shares; therefore, your ability to dispose of your shares will likely be limited.

• We face risks associated with the deployment of our capital.

• Our growth strategy depends on external sources of capital which may not be available to us on commercially reasonable terms or at all.

• Valuations and appraisals of our real estate are estimates of fair value and may not necessarily correspond to realizable value.

• NAV calculations are not governed by governmental or independent securities, financial or accounting rules or standards.

• Your interest in us may be diluted if we issue additional Common Shares or Operating Partnership interests.

• In the future, we may choose to acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in shareholder dilution and limit our ability to sell such assets.

• Properties we may acquire are currently owned and managed by affiliates of the Trustee.

• There are risks involved in acquiring unidentified properties.

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• Our Trustee may change our investment policies without shareholder approval.

• Our Trustee may change our financing policies without shareholder approval, and we may become more highly leveraged, which may increase our risk of default under our debt obligations.

• Shareholders are bound by the vote of other shareholders on matters on which they are entitled to vote, and shareholders will not have the right to vote on certain mergers, consolidations and conversions of the Company.

• If shareholders do not agree with the decisions of our Trustee, they only have limited control over changes in our policies and operations and may not be able to change such policies and operations.

• Our Trustee may be removed only under limited circumstances.

• The Company’s rights, and the rights of shareholders, to recover claims against our officers and our Trustee are limited.

• Our Declaration of Trust contains a provision that expressly permits our Trustee, our officers and ExchangeRight, and their affiliates, to compete with us.

• The special limited partner of the Operating Partnership will be entitled to incentive distributions from our Operating Partnership only if the Operating Partnership’s investors have received a return of capital plus 7% cumulative, non-compounded annual return, which may discourage ExchangeRight from facilitating a transaction that would provide liquidity for our common shareholders.

• The limit on the number of Common Shares a person may own may discourage a takeover that could otherwise result in a premium price to our shareholders.

• If we are required to register as an investment company under the Investment Company Act, we would not be able to operate our business according to our business plan, which may significantly reduce the value of our shareholders’ investment returns.

• We are an “emerging growth company,” and as such, we have reduced reporting requirements as compared to other public companies, including those relating to auditor’s attestation reports on the effectiveness of our system of internal control over financial reporting, accounting standards and disclosures regarding the executive compensation of our executive officers.

• We have elected to avail ourselves of the extended transition period for adopting new or revised accounting standards available to emerging growth companies under the JOBS Act and will, therefore, not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies, which could make our Common Shares less attractive to investors.

• We will be subject to the requirements of the Sarbanes-Oxley Act.

• Legislative or regulatory action could adversely affect the returns to our investors.

Risks Related to Our Secured Lending

• Bankruptcy of ExchangeRight or any tenant of a property owned by the entity pledged to secure the RSLCA may adversely affect the value of the ExchangeRight Secured Loans.

• Investments may include intercompany or affiliate investments.

• Foreclosure on properties may result in insufficient funds.

• Making secured, bridge or other loans subjects us to credit risk and could adversely affect us.

• The value of our RSLCA may be impaired, and we may be unable to realize any value upon the foreclosure of the pledges securing the ExchangeRight Secured Loans due to the terms of the underlying mortgage loans.

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• The failure of a secured loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.

Risks Related to Our Indebtedness

• Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing, including an inability to refinance existing indebtedness.

• We may incur substantial indebtedness.

• Secured indebtedness exposes us to the possibility of foreclosure on our ownership interests in pledged properties.

• Financing we utilize may include recourse provisions to the Company.

• High interest rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire and the amount of cash distributions we can make to our shareholders.

• Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

• Interest-only indebtedness may increase our risk of default and ultimately may reduce our cash available for distribution.

• To hedge against interest rate fluctuations, we may use derivative financial instruments that may be costly and/or ineffective.

• Our current loans, and loans associated with the Identified Trust Properties which we plan to assume, may be subject to certain unfavorable provisions.

Risks Related to Our Status as a REIT and Other Tax Matters

• We would incur significant material adverse tax consequences if we fail to qualify as a REIT.

• Complying with REIT requirements may cause us to forego otherwise attractive opportunities and limit our growth opportunities.

• Re-characterization of sale-leaseback transactions may cause us to lose our REIT status.

• Dividends paid by REITs generally do not qualify for reduced tax rates, and the availability of tax deductions in connection with the receipt of certain REIT dividends will automatically expire unless extended by Congress.

• Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

• If our Operating Partnership fails to maintain its status as a partnership, its income may be subject to taxation, which would reduce the cash available for distribution to our shareholders.

• Certain property transfers may generate prohibited transaction income, resulting in a penalty tax on gain attributable to the transaction.

• We could face possible state and local tax audits and adverse changes in state and local tax laws.

• Non-U.S. shareholders may be subject to U.S. federal income tax upon their receipt of certain distributions from us or upon their disposition of our shares.

• Legislative or other actions affecting REITs could materially and adversely affect us and our investors as well as the Operating Partnership.

• Our ability, and the Operating Partnership’s ability, to deduct interest expense may be limited.

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Regulatory and Litigation Risk

• Compliance with the American with Disabilities Act and fire, safety and other regulations may require us to make significant unanticipated expenditures.

• We could incur significant costs related to government regulation and litigation over environmental matters.

• We may become subject to litigation, which could materially and adversely affect us.

Risks Related to Business Continuity

• Natural disasters and severe weather conditions could have an adverse impact on our cash flow and operating results.

• We may suffer losses that are not covered by insurance or that are in excess of insured amounts.

• Future terrorist attacks or civil unrest could harm the demand for, and the value of, our properties.

• We face risks relating to cybersecurity attacks that could cause loss of confidential information and other business disruptions.

Risks Related to Ownership of Our Common Shares

• An investment in our Common Shares will have limited liquidity. There is no public trading market for our Common Shares and there may never be one; therefore, it will be difficult for you to sell your shares.

• If we are unable to obtain key personnel, our ability to achieve our investment objectives could be delayed or hindered, which could adversely affect our ability to pay distributions to our shareholders.

• We could face possible state and local tax audits and adverse changes in state and local tax laws.

Risks Related to Our Business and Real Estate

Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations.

Downgrades by rating agencies to the U.S. government’s credit rating or concerns about its credit and deficit levels in general, could cause interest rates and borrowing costs to rise, which may negatively impact our tenants’ results of operations and, in turn, their ability to meet their obligations to us. These factors also may negatively impact our ability to access the debt markets on favorable terms. Interest rates have risen in recent months, and the risk that they may continue to do so is pronounced. In addition, a decreased U.S. government credit rating could create broader financial turmoil and uncertainty, which may weigh heavily on our financial performance, the net asset value of the Company, and, in turn, the value of our Common Shares.

The current global financial market situation, as well as various social and political circumstances in the U.S. and around the world, including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, adverse effects of climate crisis and global health epidemics, may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. In particular, the consequences of the Russian military invasion of Ukraine, including comprehensive international sanctions, the impact on inflation and increased disruption to supply chains may impact our counterparties with which we do business, and specifically our financing counterparties and financial institutions from which we obtain financing for the purchase of our properties, result in an economic downturn or recession either globally or locally in the U.S. or other economies, reduce business

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activity, spawn additional conflicts (whether in the form of traditional military action, reignited “cold” wars or in the form of virtual warfare such as cyberattacks) with similar and perhaps wider ranging impacts and consequences and have an adverse impact on the Company’s returns, net income and funds from operations. We have no way to predict the duration or outcome of the situation, as the conflict and government reactions are rapidly developing and beyond our control. Prolonged unrest, military activities or broad-based sanctions may increase our funding costs or limit our access to the capital markets.

Additionally, the U.S. government’s credit and deficit concerns, the European geopolitical and economic environment and any continuing macroeconomic uncertainty with respect to China could cause interest rates to be volatile, which may negatively impact our ability to obtain debt financing on favorable terms. In this period of rising interest rates, our cost of funds may increase except to the extent we have obtained fixed rate debt, issued equity instruments with a fixed distribution rate or sufficiently hedged our interest rate risk, which could reduce our net income and funds from operations.

Illiquidity of real estate investments and restrictions imposed by the Code could significantly impede our ability to respond to adverse changes in the performance of our properties.

Relative to many other types of investments, real estate in general, and our properties in particular, are difficult to sell quickly. Therefore, our ability to promptly sell one or more properties in response to changing economic, financial or investment conditions is limited. In particular, our ability to sell a property could be adversely affected by weaknesses in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers or changes in national or international economic conditions (such as the most recent economic downturn) and changes in laws, regulations or fiscal policies of the jurisdiction in which the property is located.

In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties, which are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms.

We are subject to risks associated with the current interest rate environment and increases in interest rates can negatively impact us.

We are exposed to financial market risks, especially interest rate risk. In 2022, the U.S. Federal Reserve raised short term interest rates and has suggested additional interest rate increases may come. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may detract from our performance to the extent we are exposed to such interest rates and/or volatility. In periods of rising interest rates, such as the current interest rate environment, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net income. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as a LIBOR or SOFR floor, as applicable), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such minimum interest rates.

A further increase in interest rates during this period of rising interest rates may make it more costly for us to service the debt under our financing arrangements. Rising interest rates could also cause our tenants to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their businesses and operations.

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Our net income will depend, in part, upon the difference between the rate at which we borrow funds and the yields on our properties and investments. We can offer no assurance that continued significant changes in market interest rates would not have a material adverse effect on our net income. In this period of rising interest rates, our cost of funds may further increase, which could reduce our net income.

Interest rates and other factors, such as occupancy, rental rates and the financial condition of our tenants, tend to influence our performance more so than does inflation. Our leases often provide for payments of base rent with scheduled increases, based on a fixed amount and, to a lesser extent, participating rent based on a percentage of the tenant’s gross sales to help mitigate the effect of inflation. Changes in interest rates, however, do not necessarily correlate with inflation rates or changes in inflation rates and are highly sensitive to many factors which are beyond our control. Our operating results will depend heavily on the difference between the rental revenue from our properties and the interest expense incurred on our borrowings. If interest rates continue to rise, it could increase our interest expense which, without a corresponding increase in our revenue, would have a negative impact on our operating results.

Continued increases in inflation may adversely affect our financial condition, cash flows and results of operations.

Over the past two years, inflation has significantly increased and continued increases in inflation could have a more pronounced negative impact on our mortgage and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our tenants’ rents. Also, inflation may adversely affect tenant leases with stated rent increases or limits on such tenant’s obligation to pay its share of operating expenses, which could be lower than the increase in inflation at any given time. It may also limit our ability to recover all of our operating expenses. Inflation could also have an adverse effect on consumer spending, which could impact our tenants’ sales and, in turn, our average rents, and in some cases, our percentage rents, where applicable. In addition, renewals of leases or future leases may not be negotiated on current terms, in which event we may recover a smaller percentage of our operating expenses.

Our assessment that certain businesses are e-commerce resistant and recession-resilient may prove to be incorrect.

We primarily invest single-tenant properties net-leased to investment-grade tenants operating in the necessity-based retail industry subject to long-term net leases where a physical location is critical to the generation of sales and profits with a focus on necessity goods and essential services in the retail sector such as pharmaceutical, grocery, healthcare, necessity-based retail, farm and rural supply, and discount retail. We believe these characteristics make our tenants’ businesses e-commerce resistant and resilient through all economic cycles. While we believe this to be the case, businesses previously thought to be internet resistant, such as the retail grocery industry, have proven to be susceptible to competition from e-commerce. Technology and business conditions, particularly in the retail industry, are rapidly changing, and our tenants may be adversely affected by technological innovation, changing consumer preferences and competition from non-traditional sources. To the extent our tenants face increased competition from non-traditional competitors, such as internet vendors, some of which may have different business models and larger profit margins, their businesses could suffer. There can be no assurance that our tenants will be successful in the face of any new competition, and a deterioration in our tenants’ businesses could impair their ability to meet their lease obligations to us and materially and adversely affect us.

We are subject to risks related to commercial real estate ownership that could reduce the value of our properties.

The Company’s business is the ownership of single-tenant properties net-leased to primarily investment-grade tenants operating in the necessity-based retail industry subject to long-term net leases. Accordingly, our operating results will be subject to risks generally incident to the ownership of real estate, including:

• inability to collect rents from tenants due to financial hardship, including bankruptcy;

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• changes in the general economic or business climate;

• changes in local real estate conditions in the markets in which we operate, including the availability of and demand for single-tenant, net lease necessity-based retail assets;

• changes in consumer trends and preferences that affect the demand for products and services offered by certain of our tenants;

• inability to lease or sell properties upon expiration or termination of existing leases;

• changes in interest rates and availability of permanent mortgage financing that may render the sale of a property difficult or unattractive;

• the subjectivity of real estate valuations and changes in such valuations over time;

• the illiquidity of real estate investments generally;

• potential development and construction delays;

• changes in tax, real estate, environmental and zoning laws; and

• periods of high interest rates and tight money supply.

These risks and other factors may prevent us from being profitable or from maintaining or growing the value of our properties.

Our revenues and expenses are not directly correlated, and because a large percentage of our expenses are fixed, we may not be able to lower our cost structure to offset declines in our revenue.

Most of the expenses associated with the Company are relatively fixed and generally will not decrease with any reduction in our revenue. Also, many of our expenses will be affected by inflation, and certain expenses may increase more rapidly than the rate of inflation in any given period. Additionally, certain expense increases may exceed the rent escalation provisions contained in many of our leases. By contrast, our revenue, which primarily comes from long-term leases, is affected by many factors beyond our control, such as tenant creditworthiness, lease term and the economic conditions in the markets where our properties are located. As a result, we may not be able to fully offset rising costs by increasing our rents.

We could be subject to increased property-level operating expenses.

Our properties are subject to property-level operating expenses, such as tax, utility, insurance, repair and maintenance and other operating costs. Though our properties are generally leased under net leases that obligate tenants to pay for all or a significant portion of these expenses, we may be required to pay some of these costs or we may become obligated to pay all of these costs if a tenant defaults on its obligation to pay these expenses. Additionally, we will be responsible for these costs at any vacant property that is not subject to a net lease. Property-level operating expenses may increase, and the likelihood of our need to fund these expenses may increase if property-level expenses exceed the level of revenue a tenant is able to generate at a particular property. Additionally, we may be unable to lease properties on terms that require the tenants to pay all or a significant portion of the properties’ operating expenses or property-level expenses that we are obligated to pay may exceed our expectations.

Our business depends on our tenants successfully operating their businesses and satisfying their obligations to us.

We depend on our tenants to operate the properties they lease from us in a manner that generates revenues sufficient to allow them to meet their obligations to us, including their obligations to pay rent, maintain specified insurance coverage, pay real estate taxes and maintain the leased properties. While a tenant may have multiple

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sources of funds to meet its obligations to us, its ability to meet these obligations depends significantly on the success of the business it conducts at the property it leases from us. Our tenants may be adversely affected by many factors beyond our control that might render one or more of their locations uneconomic. These factors include poor management, changes in demographics, a downturn in general economic conditions or changes in consumer trends that decrease demand for our tenants’ products or services. The occurrence of any of these factors could cause our tenants to fail to meet their obligations to us, including their obligations to pay rent, maintain specified insurance coverage, pay real estate taxes or maintain the leased property, or could cause our tenants to declare bankruptcy. We could be materially and adversely affected if a number of our tenants were unable to meet their obligations to us.

We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.

Our strategy focuses primarily on single-tenant properties net-leased to investment-grade tenants operating in the necessity-based retail industry subject to long-term net leases across the United States. Our results of operations depend on our ability to continue to strategically lease our properties, including renewing expiring leases, leasing vacant space and re-leasing space in properties where leases are expiring, optimizing our tenant mix or leasing properties on more economically favorable terms. We cannot guarantee that we will be able to renew leases or re-lease space (i) without an interruption in the rental revenue from those properties, (ii) at or above our current rental rates or (iii) without having to offer substantial rent abatements, tenant improvement allowances, early termination rights or below-market renewal options. Furthermore, the Company is aware of 13 tenants that are not operating in their location but are paying full unabated rent. The difficulty, delay and cost of renewing leases, re-leasing space and leasing vacant space could materially and adversely affect us.

In addition, all of the leases of our properties contain provisions giving the tenant the right to extend the term of the lease at a rental rate specified in the lease. If such rent is below the level of rent that the property could otherwise be leased for at the termination of the lease and the tenant exercises its right to extend the lease, we will be obligated nevertheless to lease the property for the rent specified in the lease.

Our financial monitoring and periodic site inspections may fail to mitigate the risk of tenant defaults, and if a tenant defaults, we may experience difficulty or a significant delay in re-leasing or selling the property.

Our active asset management strategies, which include regular reviews of each of our properties for changes in the credit of the tenant, business performance at the property, industry trends and local real estate market conditions, may be insufficient to predict tenant defaults. If a tenant defaults, it will likely eliminate all of, or significantly reduce, our revenue from the affected property for some time. If a defaulting tenant is unable to recover financially, we may have to re-lease or sell the property. Re-leasing or selling properties may take a significant amount of time, during which the property might have a negative cash flow to us and we may incur other related expenses. We may also have to renovate the property, reduce the rent or provide an initial rent abatement or other incentive to attract a tenant or buyer. During this period, we likely will incur ongoing expenses for property maintenance, taxes, insurance and other costs. Moreover, a property which has become vacant may lead to reduced rental revenue and result in less cash available for distribution to our shareholders. In addition, because a property’s value depends principally upon its lease, leasing history and prevailing market rental rates, the value of a property with a prolonged vacancy could decline.

We are subject to risks related to tenant concentration, and an adverse development with respect to a large tenant, such as a tenant declaring bankruptcy, could materially and adversely affect us.

The five largest tenants of the Trust Properties, Dollar General, Walgreens, Tractor Supply, Family Dollar and Hobby Lobby, represent 18.0%, 15.3%, 7.3%, 6.9% and 6.3% respectively, and collectively represent over 53.8% of the current in-place net rents of the Trust Properties for the year ended December 31, 2022. Additionally, the five largest tenants of the combined Trust Properties and the Identified Trust Properties,

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Walgreens, Dollar General, Tractor Supply, Kroger and CVS, represent 19.9%, 13.8%, 8.8%, 7.2% and 5.2%, respectively and collectively represent over 54.9% of the current net operating income of the combined Trust Properties and the Identified Trust Properties for the year ended December 31, 2022. As a result of this concentration, our business, financial condition and results of operations, including our NAV or the amount of cash available for distribution to our shareholders, could be adversely affected if we are unable to do business with one or more of these tenants, or if one or more of these tenants were to declare bankruptcy, become unable to make lease payments because of a downturn in its business, or otherwise.

Additionally, while we anticipate our portfolio to be diversified by tenant, industry and geography as we continue growing, and our investment strategy contemplates maintaining and growing a well-diversified portfolio, we have broad authority to invest in any property that we may choose, and it is possible that future investment activity could result in a less diverse portfolio. In the event that we become significantly exposed to any one tenant, a downturn in that tenant’s business or creditworthiness could adversely affect us. Similarly, if we develop a concentration of properties in any geographic area or used in a particular industry, any situation adversely affecting that area or industry would have a magnified adverse effect on our portfolio.

Any of our tenants, or any guarantor of one of our tenant’s lease obligations could be subject to a bankruptcy proceeding pursuant to Title 11 of the United States Code (the “Bankruptcy Code”). If a tenant becomes a debtor under the Bankruptcy Code, federal law prohibits us from evicting such tenant based solely upon the commencement of such bankruptcy. Further, such a bankruptcy filing would prevent us from attempting to collect pre-bankruptcy debts from the bankrupt tenant or its properties or take other enforcement actions, unless we receive an enabling order from the bankruptcy court. Generally, post-bankruptcy debts are required by statute to be paid currently, which would include payments on our leases that come due after the date of the bankruptcy filing. Such a bankruptcy filing also could cause a decrease or cessation of current rental payments, reducing our operating cash flows and the amount of cash available for distributions to shareholders. Prior to emerging from bankruptcy, the tenant will need to decide whether to assume or reject its leases. Generally, and unless otherwise agreed to by the tenant and the lessor, if a tenant assumes a lease, all pre-bankruptcy balances and unpaid post-bankruptcy amounts owing under it must be paid in full. If a given lease or guaranty is not assumed, our operating cash flows and the amount of cash available for distribution to shareholders may be adversely affected. If a lease is rejected by a tenant in bankruptcy, we are entitled to general unsecured claims for damages. If a lease is rejected, it is questionable whether we would receive any amounts from the tenant, and our general unsecured claim would be capped at the rent reserved under the lease, without acceleration, for the greater of one year or a percentage of the remaining term of the lease, but not greater than three years, plus rent already due but unpaid. We would only receive recovery on our general unsecured claim in the event funds or other consideration was available for distribution to general unsecured creditors, and then only in the same percentage as that realized on other general unsecured claims. We may also be unable to re-lease a terminated or rejected property or to re-lease it on comparable or more favorable terms.

Credit ratings may prove to be inaccurate or be unavailable for a tenant.

A key element of our underwriting process is evaluating tenant creditworthiness. When available, we consider credit ratings assigned by major rating agencies to our tenants, their parent entities, or, where applicable, their guarantors when making investment and leasing decisions. In certain instances, there will be no rating to consider and financial information may be limited. Underwriting credit risk in the absence of a credit rating or based upon limited financial information could cause us to improperly assess tenant credit risk and lead to tenant defaults.

Additionally, a credit rating is not a guarantee and only reflects the rating agency’s opinion of an entity’s ability to meet its financial commitments, such as its payment obligations to us under the relevant lease, in accordance with their stated terms. A rating may ultimately prove not to accurately reflect the credit risk associated with a particular tenant or guarantor. Ratings are generally based upon information obtained directly from the entity being rated, without independent verification by the rating agency. If any such information contained a material misstatement or omitted a material fact, the rating based upon such information may not be

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appropriate. Ratings may be changed, qualified, suspended, placed on watch or withdrawn as a result of changes in, additions to or the accuracy of information, the unavailability of or inadequacy of information or for any other reason. No rating agency guarantees a tenant’s or, where applicable, its guarantor’s obligations to us. If a tenant’s or, where applicable, its guarantor’s rating is changed, qualified, suspended, placed on watch or withdrawn, such tenant or guarantor may be more likely to default in its obligations to us, and investors may view our cash flows as less stable.

We face significant competition for tenants, which may decrease the occupancy and rental rates of our properties.

We compete for tenants with numerous traded and non-traded public REITs, private REITs, private equity investors, institutional investment funds, individuals, banks and insurance companies, many of which own properties similar to ours in the same markets in which our properties are located. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates or to offer more substantial rent abatements, tenant improvements, early termination rights or below-market renewal options in order to retain tenants when our leases expire. Competition for tenants could decrease the occupancy and rental rates of our properties.

We face significant competition for acquisitions, which may reduce the number of acquisitions we are able to complete, which may impede our growth and increase the costs of these acquisitions.

We face competition for acquisitions of real property from investors, including traded and non-traded public REITs, private REITs, private equity investors, institutional investment funds, individuals, banks and insurance companies, some of which have greater financial resources than we do, a greater ability to borrow funds to acquire properties and the ability to accept more risk than we can prudently manage. This competition may increase the demand for the types of properties in which we typically invest and, therefore, reduce the number of suitable investment opportunities available to us which may impede our growth and increase the prices paid for such acquisition properties. This competition will increase if investments in real estate become more attractive relative to other types of investment. Accordingly, competition for the acquisition of real property could materially and adversely affect us.

We may be unable to complete the acquisitions of the newly identified ExchangeRight DST Portfolios or the other identified properties included in the Identified Trust Properties.

Our ability to achieve our desired improved returns requires us to complete acquisitions of all of the Identified Trust Properties, or other properties that meet our investment objectives, and to successfully integrate these properties into our portfolio. We have entered into agreements to acquire certain of the Identified Trust Properties that, subject to obtaining the consent of the current mortgage lenders secured by the corresponding Identified Trust Properties, provide the Company with the unilateral right to acquire the additional Identified Trust Properties. Our ability to acquire any of the additional Identified Trust Properties, or other properties, and successfully integrate them is also dependent on our ability to raise sufficient capital to acquire the properties. If we are not able to acquire all of the Identified Trust Properties, we may be unable to identify suitable replacement properties that meet our investment objectives and we may be unable to achieve our desired returns.

We may not acquire all of the properties that are included among the Identified Trust Properties.

Although we have entered into agreements to acquire the additional Identified Trust Properties, we must obtain the consent of the mortgage lenders with respect to certain of the properties and raise sufficient capital before we can acquire any of these properties. However, if our Trustee believes that the acquisition of different properties is in the best interests of the Company, we may acquire properties other than the Identified Trust Properties consistent with our investment objectives. The anticipated characteristics of our portfolio, including

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property location and quality, lease terms and tenants, and our anticipated cash available for distribution are only indicative of the investment opportunities represented by the Identified Trust Properties and may be less favorable to investors if we acquire different properties.

We may acquire portfolios of properties, which may result in the acquisition of individual properties that do not otherwise meet our investment standards, including properties that are vacant.

We may acquire portfolios of properties, including ExchangeRight DST Portfolios, which may include “dark” properties that are vacant at the time we acquire them. When considering portfolio acquisitions, the Company will consider the portfolio composition and its investment metrics as a whole and particular portfolios may include individual properties that are vacant. However, when considering portfolio acquisitions that include such properties, the Company will consider the portfolio composition as a whole and will adjust the pricing for a future re-tenanting event. Our Trustee will not agree to acquire additional properties, or portfolios of properties, unless it is anticipated to result in the equivalent to or at a premium to the then-current NAV per share of the Company. However, a property in a portfolio which has become “dark” or vacant may lead to reduced rental revenue and result in less cash available for distribution to our shareholders. In addition, because a property’s value depends principally upon its lease, leasing history and prevailing market rental rates, the value of a property with a prolonged vacancy could decline. Additionally, upon lease expiration and until the vacant property can be re-leased, we will be responsible for the property-level operating expenses. We may be unable to lease such properties on terms that require the new tenants to pay all or a significant portion of the properties’ operating expenses or property-level expenses that we are obligated to pay.

The value of the Identified Trust Properties may fluctuate before we can complete the purchase of any or all of those properties.

Our ability to acquire the ExchangeRight DST Portfolios is dependent on obtaining the consent of the senior mortgage lenders holding security interests in those properties, and our ability to acquire any of the Identified Trust Properties is dependent on our obtaining sufficient capital to acquire the properties. If we are not able to acquire the Identified Trust Properties immediately, some or all of the properties may decline in value before we are able to complete the acquisition.

We may only obtain limited warranties when we purchase a property and may only have limited recourse in the event our due diligence did not identify any issues that lower the value of the property.

The seller of a property often sells such property in its “as is” condition on a “where is” basis and “with all faults,” without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase agreements may contain only limited warranties, representations and indemnifications (including those relating to construction of the building and environmental issues) that will survive only for a limited period after the closing. The purchase of properties with limited warranties, representations or indemnifications increases the risk that we may lose some or all of our invested capital in the property, as well as the loss of rental income from that property.

Eminent domain could lead to material losses.

Government authorities may exercise eminent domain to acquire the land on which our properties are built in order to build roads and other infrastructure. Any such exercise of eminent domain would allow us to recover only the fair value of the affected properties. In addition, “fair value” could be substantially less than the real market value of the property, and we could effectively have no profit potential from properties acquired by the government through eminent domain.

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Covenants, conditions, and restrictions may restrict the uses of our properties.

Some of our properties are contiguous to other parcels that comprise a single retail center. In connection with such properties, we are often subject to significant covenants, conditions and restrictions (“CC&Rs”) that limit the use and operation of such properties. Moreover, the operation and management of the contiguous properties may adversely affect the value of our properties. Compliance with CC&Rs or the presence of contiguous businesses may make the affected properties less attractive to potential tenants and adversely affect their value.

We may be unable to identify and complete acquisitions of suitable properties, which may impede our growth, and our future acquisitions may not yield the returns we expect.

Our ability to expand through acquisitions requires us to identify and complete acquisitions or investment opportunities that are compatible with our growth strategy and to successfully integrate newly acquired properties into our portfolio. We continually evaluate investment opportunities and may acquire properties when strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully operate them may be constrained by the following significant risks:

• we face competition from other real estate investors with significant capital, including REITs and institutional investment funds, which may be able to accept more risk than we can prudently manage, including risks associated with paying higher acquisition prices;

• we face competition from other potential acquirers which may significantly increase the purchase price for a property we acquire, which could reduce our growth prospects;

• we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete;

• we may acquire properties that are not accretive to our results upon acquisition, and we may be unsuccessful in managing and leasing such properties in accordance with our expectations;

• in limited circumstances, we may acquire individual properties that are vacant or do not otherwise meet our standards; however, when considering portfolio acquisitions that include such properties, we will consider the portfolio composition as a whole and will adjust the pricing for a future re-tenanting event;

• our cash flow from an acquired property may be insufficient to meet our required principal and interest payments with respect to debt used to finance the acquisition of such property;

• we may discover unexpected items, such as unknown liabilities, during our due diligence investigation of a potential acquisition or other customary closing conditions may not be satisfied, causing us to abandon an investment opportunity after incurring expenses related thereto;

• we may fail to obtain financing for an acquisition on favorable terms or at all;

• we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;

• market conditions may result in higher than expected vacancy rates and lower than expected rental rates; or

• we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of unknown environmental contamination not identified in Phase I environmental site assessment reports or otherwise through due diligence, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.

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If any of these risks are realized, we may be materially and adversely affected.

As we continue to acquire properties, we may decrease or fail to increase the diversification of our portfolio.

While we seek to maintain or increase our portfolio’s tenant, geographic and property type diversification with future acquisitions, it is possible that we may determine to consummate one or more acquisitions that actually decrease our portfolio’s diversification. If our portfolio becomes less diversified, our business will be more sensitive to the bankruptcy or insolvency of fewer tenants, to changes in trends affecting a particular industry, and to a general economic downturn in a particular geographic area.

A pandemic, epidemic, or outbreak of another infectious disease in the United States, such as the recent COVID-19 pandemic, could adversely affect our operating results and financial condition.

Our operating results and financial condition are dependent on the ability of our tenants to meet their lease obligations to us. A pandemic, epidemic, or outbreak of another infectious disease, such as the recent COVID-19 pandemic, or a resurgence of COVID-19, could adversely affect the ability of our tenants to meet their lease obligations by increasing their operating costs and reducing their income. While we believe the United States has largely emerged from the restrictions of COVID-19, there can be no assurance that we will not be impacted by a resurgence of this virus or another pandemic. Any such events could place substantive restrictions and impact on our tenants, and in turn, our business, operating results, and financial condition. In such a situation, we could face closing of borders, restricting of supply chains, closing of enterprises, and reductions in new potential acquisition and leasing opportunities.

The extent to which another pandemic, epidemic, or COVID-19 impacts our business, operations, and financial results is uncertain, and will depend on numerous evolving factors that we may not be able to accurately predict, including the duration and scope of the pandemic; governmental, business, and individual actions taken in response to the pandemic and the impact of those actions on global economic activity; the actions taken in response to economic disruption; the reduced economic activity, if not closures from time to time of our tenants’ facilities, may impact our tenants’ businesses, financial condition, and liquidity, and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations; general decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties; the financial impact of any such pandemic could negatively impact our future compliance with financial covenants of our credit agreements and result in a default and potentially an acceleration of indebtedness, which non-compliance could negatively impact our ability to make additional borrowings under such facilities and pay dividends; and a deterioration in our or our tenants’ ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed for our or our tenants’ efficient operations could adversely affect our operations and those of our tenants. As of the date of this Form 10, the COVID-19 pandemic has not had a material adverse effect on the Company’s financial performance, results of operations, liquidity, or access to financing. However, the Company’s operations and financial performance are dependent on the ability of its tenants to meet their lease obligations to the Company. To date, COVID-19 has not caused any of our tenants to be unable to meet their lease obligations to us, including their obligation to pay rent in a timely manner.

We own properties located in certain states that are particularly susceptible to various natural disasters including, without limitation, windstorms, floods, hurricanes, earthquakes, tornadoes and other natural disasters indigenous to those states.

In general, any natural disasters affecting the properties we own could affect our tenants and the ability and incentive of the tenants to make timely rental payments. Accordingly, the rates of delinquencies and defaults on the leases at the properties could be greater than with a pool of properties involving different geographic diversification.

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Climate change, natural disasters or health crises could adversely affect our properties and business.

Our properties could be subject to natural disasters and may be impacted by climate change. To the extent climate change causes adverse changes in weather patterns, rising sea levels or extreme temperatures, our properties in certain markets may be adversely affected. Specifically, properties located in coastal regions could be affected by any future increases in sea levels or in the frequency or severity of hurricanes and storms, whether caused by climate change or other factors. Climate change could have a variety of direct or indirect adverse effects on our properties and business, including:

• Property damage to our retail properties;

• Indirect financial and operational impacts from disruptions to the operations of major tenants located in our retail properties from severe weather, such as hurricanes, floods, wildfires or other natural disasters;

• Increased insurance premiums and deductibles, or a decrease in or unavailability of coverage, for properties in areas subject to severe weather, such as hurricanes, floods, wildfires or other natural disasters;

• Increased insurance claims and liabilities;

• Increases in energy costs impacting operational returns;

• Changes in the availability or quality of water or other natural resources on which the tenant’s business depends;

• Decreased consumer demand for products or services resulting from physical changes associated with climate change (e.g., warmer temperatures or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable);

• Incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; and

• Economic disruptions arising from the above.

Moreover, compliance with new laws or regulations related to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or pay additional taxes and fees assessed on us or our properties. Although we strive to identify, analyze, and respond to the risk and opportunities that climate change presents, at this time there can be no assurance that climate change will have an adverse effect on us.

Some of our properties are leased to tenants or have lease guarantors that are not rated by a major rating agency.

A key element of our underwriting process is evaluating tenant creditworthiness. When available, we consider any relevant rating assigned by a major rating agency. Additionally, when we underwrite a tenant’s credit, we generally review financial statements or other financial data and, if available, property-level operating information. In certain instances, there will be no rating to consider and financial information may be limited. Underwriting credit risk in the absence of a credit rating or based upon limited financial information could cause us to improperly assess tenant credit risk and lead to tenant defaults.

If a major tenant declares bankruptcy, we may be unable to collect balances due under relevant leases.

We may experience concentration in one or more tenants across several of the properties in our portfolio. Any of our tenants, or any guarantor of one of our tenant’s lease obligations, could be subject to a bankruptcy proceeding pursuant to Title 11 of the United States Code (the “Bankruptcy Code”). If a tenant becomes a debtor under the Bankruptcy Code, federal law prohibits us from evicting such tenant based solely upon the

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commencement of such bankruptcy. Further, such a bankruptcy filing would prevent us from attempting to collect pre-bankruptcy debts from the bankrupt tenant or its properties or take other enforcement actions, unless we receive an enabling order from the bankruptcy court. Generally, post-bankruptcy debts are required by statute to be paid currently, which would include payments on our leases that come due after the date of the bankruptcy filing. Such a bankruptcy filing also could cause a decrease or cessation of current rental payments, reducing our operating cash flows and the amount of cash available for distributions to shareholders. Prior to emerging from bankruptcy, the tenant will need to decide whether to assume or reject its leases. Generally, and unless otherwise agreed to by the tenant and the lessor, if a tenant assumes a lease, all pre-bankruptcy balances and unpaid post-bankruptcy amounts owing under it must be paid in full. If a given lease or guaranty is not assumed, our operating cash flows and the amount of cash available for distribution to shareholders may be adversely affected. If a lease is rejected by a tenant in bankruptcy, we are entitled to general unsecured claims for damages. If a lease is rejected, it is questionable whether we would receive any amounts from the tenant, and our general unsecured claim would be capped at the rent reserved under the lease, without acceleration, for the greater of one year or a percentage of the remaining term of the lease, but not greater than three years, plus rent already due but unpaid. We would only receive recovery on our general unsecured claim in the event funds or other consideration was available for distribution to general unsecured creditors, and then only in the same percentage as that realized on other general unsecured claims. We may also be unable to re-lease a terminated or rejected property or to re-lease it on comparable or more favorable terms.

We are exposed to risks related to increases in market lease rates and inflation, as income from long-term leases is our primary source of cash flows from operations.

We are exposed to risks related to increases in market lease rates and inflation, as income from long-term leases is the primary source of our cash flows from operations. Leases of long-term duration, or which include renewal options that specify a maximum rental rate increase, may result in below-market lease rates over time if we do not accurately estimate inflation or increases in market lease rates. Provisions of our leases designed to mitigate the risk of inflation and unexpected increases in market lease rates, such as periodic rental rate increases, may not adequately protect us from the impact of inflation or unexpected increases in market lease rates.

Real estate taxes may increase, and any such increases may not be paid for by our tenants.

Tax rates or the assessed values of our properties may increase, which would result in increased real estate taxes. Although tenants at our properties are obligated to pay these taxes (including any increases thereto) pursuant to net leases, we may be responsible for some or all of these taxes related to certain of our properties upon a property’s lease expiration. In addition, if a tenant does not meet its obligation to pay real estate taxes, we likely will be required to pay such taxes to preserve the value of our investment.

Challenging economic conditions could increase vacancy rates.

Challenging economic conditions, the availability and cost of credit, turmoil in the mortgage market and declining real estate markets have contributed to increased vacancy rates in the commercial real estate sector. If we experience higher vacancy rates, we may have to offer lower rental rates or increase tenant improvement allowances or concessions. Increased vacancies may have a greater impact on us, as compared to REITs with other investment strategies, as our investment approach relies on long-term leases in order to provide a relatively stable stream of rental income. Increased vacancies could reduce our rental revenue and the values of our properties, possibly below the amounts we paid for them. Any such reduced revenues could make it more difficult for us to meet our payment obligations with respect to any indebtedness associated with the affected properties or limit our ability to refinance such indebtedness.

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As leases expire, we may be unable to renew those leases or re-lease the space on favorable terms or at all.

Our success depends, in part, upon our ability to cause our properties to be occupied and generate revenue. Current tenants may decline, or may not have the financial resources available, to renew current leases, and we cannot guarantee that we will be able to renew leases or re-lease space (i) without an interruption in the rental revenue from those properties, (ii) at or above our current rental rates, or (iii) without having to offer substantial rent abatements, tenant improvement allowances, early termination rights or below-market renewal options. The difficulty, delay and cost of renewing leases, re-leasing space and leasing vacant space could materially and adversely affect us.

In addition, all of the leases of our properties contain provisions giving the tenant the right to extend the term of the lease at a rental rate specified in the lease. If such rent is below the level of rent that the property could otherwise be leased for at the termination of the lease and the tenant exercises its right to extend the lease, we will be obligated nevertheless to lease the property for the rent specified in the lease.

We may be unable to secure funds for future tenant improvements or other capital needs.

When tenants do not renew their leases or otherwise vacate their space, it is common that, in order to attract replacement tenants, we will be required to expend substantial funds for tenant improvements to the vacated space. In addition, although our leases generally require tenants to pay for routine property maintenance costs, we are often responsible for any major structural repairs, such as repairs to a property’s foundation, exterior walls or roof. In general, we expect to use a significant portion of our cash to invest in additional properties and fund distributions to our shareholders. Accordingly, if we need significant additional capital to improve or maintain our properties or for any other reason, we will likely be required to obtain funds from other sources, such as cash flow from operations, borrowings, property sales or future offerings of our securities. These sources of funding may not be available on attractive terms or at all. If we cannot procure additional funding for tenant improvements or other capital needs, our properties may be less attractive to future tenants or purchasers, generate lower cash flows and/or decline in value.

REIT distribution requirements limit our ability to retain cash.

As a REIT, we are subject to annual distribution requirements, which limit the amount of cash we can retain for other business purposes, including to fund our growth. We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, in order for our distributed earnings not to be subject to corporate income tax. We intend to make distributions to our shareholders to comply with the REIT distribution requirements of the Code. However, timing differences between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds to meet the 90% distribution requirement of the Code, even if the prevailing market conditions are not favorable for these dispositions or borrowings.

We may be unable to sell a property when we desire to do so.

The real estate market is affected by many factors that are beyond our control, such as general economic conditions, the availability of financing, interest rates, and supply and demand. While the Company’s strategy is not to sell properties individually, it is possible that we could pursue those options on select properties, and for those properties, we cannot predict whether we will be able to sell a property for a price or on other terms that we determine to be acceptable. In connection with selling a property, we may determine that it is necessary to make significant capital expenditures to correct defects or to make improvements in order to facilitate a sale. We may not have the ability to fund these expenditures, which could prevent us from selling the property or adversely affect any selling terms. Additionally, in acquiring a property, we may agree to restrictions that prohibit the sale of that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on such property. To the extent we determine to sell a property, we cannot predict the length of time needed to find a willing purchaser and to close the sale of the property or that any sale will result in the receipt of net proceeds in excess of the amount we paid for the property.

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We identified a material weakness in our internal controls over technical accounting related to the allocation of the purchase price between building and site improvements for our asset acquisitions. The financial statements presented in this Form 10 reflect the corrected application of the principles set forth in ASC 805 and we believe we have fully remediated the material weakness as of the date of this Form 10. If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results and prevent fraud. As a result, current and potential shareholders could lose confidence in our financial statements, which could have an adverse effect on our business and would harm our reputation.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. In connection with the preparation of our consolidated financial statements as of and for the year ended December 31, 2022, our management and independent auditors identified a material weakness in our internal controls related to the accounting for our asset acquisitions completed during 2021 and prior periods related to the allocation of the purchase price between building and site improvements. Specifically, the material weakness related to a need to shift the allocation of the purchase prices in the asset acquisitions increasingly to site improvements relative to the allocation to buildings. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Prior to the discovery and remediation of this issue, we did not maintain adequate controls over our allocations of the purchase prices in our asset allocations to the relative fair values of the assets within the buildings and improvements we acquired because we incorrectly applied GAAP principles set forth in Accounting Standards Codification (“ASC”) 805 – Business Combinations. In this regard, we historically utilized a methodology for allocating the overall purchase price of asset acquisitions to building and site improvements by applying ASC 805 under the guidance of a valuation service provider that had been reviewed by our auditors. Under this methodology, we allocated the purchase price in each asset acquisition to the acquired building and improvement value which is depreciated over a 39-year period upon recognition, but we did not allocate the purchase price to site improvements, such as parking lots, landscaping, irrigation, signage, fencing, lighting, and retaining walls, which are depreciated over a shorter useful life. During the review of our purchase price allocation methodology in connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2022, we determined to change our purchase price allocation methodology to allocate the purchase prices in our asset acquisitions to site improvements consistent with the principles set forth in ASC 805. The financial statements presented in this Form 10 reflect the corrected application of the principles set forth in ASC 805.

To address this material weakness, management instituted additional controls and procedures to ensure the purchase price allocation methodology in our asset acquisitions will include allocations to site improvements consistent with ASC 805. Accordingly, as of the date of this registration statement we believe we have fully remediated the material weakness described above. If our remedial measures are insufficient, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting occur in the future, our future consolidated financial statements or other information we file with the SEC may contain material misstatements, cause us to fail to meet our reporting obligations, or cause investors to lose confidence in our reported financial information, which could have an adverse effect on our business and would harm our reputation.

We may be negatively affected by potential development and construction delays.

We may invest in properties that are under development or construction. If a builder fails to perform, we may resort to legal action to rescind the purchase or the construction contract or to compel performance. A builder’s performance may also be affected or delayed by conditions beyond the builder’s control. Delays in completion of construction could also give tenants the right to terminate pre-construction leases.

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We also must rely on rental income and expense projections and estimates of the fair market value of the property upon completion of construction when agreeing upon a price at the time we acquire the property. If our projections are inaccurate, we may pay too much for a property, and our return on our investment could suffer.

If we purchase an option to acquire a property but do not exercise the option, we likely would forfeit the amount we paid for such option.

In determining whether to purchase a particular property, we may obtain an option to purchase such property. While not anticipated, the amount paid for an option, if any, normally is forfeited if the property is not purchased within the option exercise period and normally is credited against the purchase price if the property is purchased. If we purchase an option to acquire a property but do not exercise the option, we likely would forfeit the amount we paid for such option.

Acquiring or attempting to acquire multiple properties in a single transaction may adversely affect us.

From time to time, we may acquire multiple properties in a single transaction. Portfolio acquisitions are more complex and may be more expensive than single property acquisitions, and the risk that a multiple-property acquisition does not close may be greater than in a single-property acquisition. Portfolio acquisitions may also result in our owning investments in geographically dispersed markets, placing additional demands on our ability to manage the properties in the portfolio. In addition, a seller may require that a group of properties be purchased as a package even though we may not want to purchase one or more properties in the portfolio. In these situations, if we are unable to identify another party to acquire the unwanted properties, we may be required to hold such properties and seek to dispose of them at a later time. Acquiring multiple properties in a single transaction may require us to accumulate a large amount of cash, and holding large cash balances for significant periods of time could reduce our returns, as returns on cash are substantially lower than the returns we target from our investments in properties.

If we sell properties and provide financing to purchasers, we will be subject to the risk of default by the purchasers.

While not anticipated, in some instances, we may sell a property and provide financing to the purchaser for a portion of the purchase price. Though we do not expect to provide a significant amount of financing to purchasers relative to the overall size of our portfolio, we are not precluded from doing so. If we provide financing to purchasers, we will bear the risk that the purchaser may default on its obligations to us, including payment obligations, under the financing arrangement. Even in the absence of a purchaser default, we will not receive the full cash proceeds from such a sale until such time as our loan is repaid by the purchaser or sold by us, which will result in a delay in our ability to distribute such sales proceeds or reinvest them in other properties.

The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to pay distributions and make additional investments.

The Federal Deposit Insurance Corporation only insures amounts up to a maximum level per depositor per insured bank. We likely will have cash (including restricted cash) and cash equivalents deposited in certain financial institutions in excess of federally insured levels. If any of the banking institutions in which we deposit funds ultimately fails, we may lose a certain portion of our deposits. The loss of our deposits could reduce the amount of cash available for distribution to our shareholders or investment in new or existing properties.

Risks Related to Our Organizational Structure

We are a relatively new company and have a limited operating history.

The Company was formed on January 11, 2019 and began its operations on April 30, 2019. As such, we have a limited operating history and are subject to all the risks and uncertainties associated with any new

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business, including the risk that we will not achieve our investment objectives and that the NAV of the Company and, in turn, the value of our Common Shares could decline substantially. Prior to the formation of the Company, neither ExchangeRight nor Joshua Ungerecht, Warren Thomas or David Fisher (collectively “Key Principals”) had experience operating a REIT. As a result, we cannot assure you that the past experience of ExchangeRight and its Key Principals will be sufficient to successfully operate the Company as a REIT, including meeting the requirements relative to maintaining our qualification as a REIT.

We are a holding company with no direct operations and will rely on funds received from our Operating Partnership to pay liabilities and make any distributions declared by our Trustee.

We are a holding company and conduct substantially all of our operations directly and indirectly through our Operating Partnership. We will not have any significant operations or, apart from our interest in the Operating Partnership, any significant assets. As a result, we will rely on distributions from the Operating Partnership to pay any distributions that our Trustee declares on our Common Shares. We will also rely on distributions from the Operating Partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from the Operating Partnership. In addition, because we are a holding company, claims by shareholders will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) or any preferred equity of the Operating Partnership and its subsidiaries, including ExchangeRight’s special limited partnership interest in the Operating Partnership. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of the Operating Partnership and its subsidiaries will be able to satisfy the claims of our shareholders only after all of our and the Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.

We own all of the general partnership interests in the Operating Partnership as of the date of this registration statement. In connection with our future acquisition of properties or otherwise, we may issue OP Units to third parties. Such issuances would reduce our percentage ownership interest in the Operating Partnership. Because shareholders will not directly own units of the Operating Partnership, shareholders will not have any voting rights with respect to any such issuances or other partnership level activities of the Operating Partnership.

Conflicts of interest could arise between the interests of our shareholders and the interests of holders of OP Units, which may impede business decisions that could benefit our shareholders.

Conflicts of interest could arise as a result of the relationships between us, on the one hand, and our Operating Partnership or any limited partner thereof, on the other. Our Key Principals and executive officers own 13,007 Class I Common Shares and 65,240 OP Units and have the right to acquire in connection with our acquisition of the Identified Trust Properties an aggregate of 383,355 additional OP Units. Additionally, ExchangeRight owns 77,308 OP Units and EIFG owns 600,000 Class I Common Shares. Our Trustee and officers have duties to us and our shareholders under applicable Maryland law in connection with their management of the Company. At the same time, we, as the sole general partner of our Operating Partnership, have fiduciary duties and obligations to our Operating Partnership and its limited partners under Delaware law and the partnership agreement of our Operating Partnership in connection with the management of our Operating Partnership. Our duties as the sole general partner to our Operating Partnership and its partners may come into conflict with the duties of our Trustee and officers to the Company and our shareholders. These conflicts may be resolved in a manner that is not in the best interests of our shareholders.

Our success depends on key personnel of ExchangeRight whose continued service is not guaranteed and each of whom would be difficult to replace.

Our success depends to a significant degree upon the contributions of our Key Principals and certain of our principal officers and other key personnel, each of whom would be difficult to replace. We cannot guarantee that all, or any particular one, will remain affiliated with us. If any of our key personnel were to cease their affiliation with us, our operating results could suffer. We believe that our future success depends, in large part, upon our

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ability to hire and retain highly skilled managerial, operational and marketing personnel. Competition for such personnel is intense, and we cannot assure you that we will be successful in attracting and retaining such skilled personnel. If we lose or are unable to obtain the services of key personnel, our ability to implement our investment strategies could be delayed or hindered, and our business, financial condition, and results of operations, as well as our ability to make distributions to our shareholders, could be materially and adversely affected.

There is no public trading market for our Common Shares; therefore, your ability to dispose of your shares will likely be limited.

There is no current public trading market for our Common Shares, and a market may never develop for them. Our Common Shares are not listed on any national securities exchange, and we do not intend to apply to have our Common Shares listed on a national securities exchange in the foreseeable future. In the absence of an active public trading market, shareholders may not be able to sell their Common Shares. The lack of an active market for our shares also may impair our ability to raise capital by selling shares, our ability to motivate our employees through equity incentive awards, and our ability to acquire other companies by using Common Shares as consideration. Therefore, the repurchase of Common Shares by us will likely be the only way for a shareholder to dispose of its shares. The Company has instituted a repurchase program but may choose to repurchase fewer shares than have been requested in any particular month to be repurchased under our share repurchase plan, or none at all, in our discretion at any time. If you are able to find a buyer for your shares, you will likely have to sell them at a substantial discount to your purchase price. It also is likely that your shares would not be accepted as the primary collateral for a loan.

We face risks associated with the deployment of our capital.

In light of the nature of our plans to conduct continuous offerings in relation to our investment strategy and the need to be able to deploy capital quickly to capitalize on potential investment opportunities, if we have difficulty identifying and purchasing suitable properties on attractive terms, there could be a delay between the time we receive net proceeds from the sale of Common Shares in our private offerings and the time we invest the net proceeds. We may also from time to time hold cash pending deployment into investments, which cash holdings may at times be significant, particularly at times when we are receiving high amounts of offering proceeds and/or times when there are few attractive investment opportunities. Such cash may be held in an account for the benefit of our shareholders that may be invested in money market instruments or other similar temporary investments, each of which are subject to the asset management fees.

In the event we are unable to find suitable investments such cash may be maintained for longer periods which would be dilutive to overall investment returns. This could cause a substantial delay in the time it takes for a shareholder’s investment to realize its full potential return and could adversely affect our ability to pay regular distributions of cash flow from operations to shareholders. It is not anticipated that the temporary investment of such cash into money market instruments or other similar temporary investments pending deployment into investments will generate significant interest, and shareholders should understand that such low interest payments on the temporarily invested cash may adversely affect overall returns. In the event we fail to timely invest the net proceeds of sales of our Common Shares, our results of operations and financial condition may be adversely affected.

Our growth strategy depends on external sources of capital which may not be available to us on commercially reasonable terms or at all.

We expect that over time we will seek additional sources of capital to fund our business. We may not be able to obtain such financing on favorable terms or at all. Any additional debt we incur will increase our leverage and likelihood of default. Our access to third-party sources of capital depends, in part, on:

• general market conditions;

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• the market’s perception of our creditworthiness and growth potential;

• our current debt levels and our ability to satisfy financial covenants;

• our current and expected future earnings;

• our cash flow, cash position and cash distributions; and

• our ability to offer and sell our Common Shares or other equity securities.

If we cannot obtain capital from third-party sources, we may not be able to acquire properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our shareholders necessary to maintain our qualification as a REIT.

In addition, in order to maintain our qualification as a REIT, we are generally required under the Code to, among other things, distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, and we will be subject to income tax at regular corporate rates to the extent we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gain. Because of these distribution requirements, without access to third-party sources of capital, we may not be able to acquire properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations, or make the cash distributions to our shareholders necessary to maintain our qualification as a REIT.

Valuations and appraisals of our real estate are estimates of fair value and may not necessarily correspond to realizable value.

For the purposes of calculating our NAV, valuations of the portfolio will be determined based in part on quarterly valuations conducted by an independent third-party and approved by our Trustee. Additionally, the Trustee may in its discretion consider material market data and other information in valuing our assets and liabilities in calculating our NAV for a particular quarter. Although quarterly valuations of each of our real properties will be reviewed and confirmed for reasonableness, such valuations are based on asset and portfolio-level information provided by the Trustee, including historical operating revenues and expenses of the properties, lease agreements on the properties, revenues and expenses of the properties, information regarding recent or planned capital expenditures and any other information relevant to valuing the real property.

Within the parameters of our valuation guidelines, the valuation methodologies used to value our properties involve subjective judgments and projections. Valuation methodologies also involve assumptions and opinions about future events, which may or may not turn out to be correct. Valuations and appraisals of our properties will be only estimates of fair value. Ultimate realization of the value of an asset depends to a great extent on economic, market and other conditions beyond our control and the control of our independent valuation advisor. Further, valuations do not necessarily represent the price at which an asset would sell, since market prices of assets can only be determined by negotiation between a willing buyer and seller. As such, the carrying value of an asset may not reflect the price at which the asset could be sold in the market, and the difference between carrying value and the ultimate sales price could be material. In addition, accurate valuations are more difficult to obtain in times of low transaction volume because there are fewer market transactions that can be considered in the context of the appraisal. There will be no retroactive adjustment in the valuation of such assets, the offering price of our Common Shares, the price we paid to repurchase our Common Shares or NAV-based fees we paid to ExchangeRight. Because the price an investor pays for our Common Shares, and the price at which shares may be repurchased by us pursuant to our share repurchase plan, investors may pay more than realizable value or receive less than realizable value for their investments.

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NAV calculations are not governed by governmental or independent securities, financial or accounting rules or standards.

The methods used to calculate our NAV, including the components used in those calculations are not prescribed by rules of the SEC or any other regulatory agency. Further, there are no accounting rules or standards that prescribe which components should be used in calculating NAV, and our NAV is not audited by our independent registered public accounting firm. We calculate and publish NAV solely for purposes of establishing the price at which we sell and repurchase our Common Shares, and investors should not view our NAV as a measure of our historical or future financial condition or performance. The components and methodology used in calculating our NAV may differ from those used by other companies now or in the future.

In addition, calculations of our NAV, to the extent that they incorporate valuations of our assets and liabilities, are not prepared in accordance with generally accepted accounting principles. These valuations may differ from liquidation values that could be realized in the event that we were forced to sell assets.

Additionally, errors may occur in calculating our NAV, which could impact the price at which we sell and repurchase our Common Shares and the amount of asset management fees. Certain policies and procedures have been implemented to address such errors in NAV calculations. If such errors were to occur, depending on the circumstances surrounding each error and the extent of any impact the error has on the price at which our Common Shares were sold or repurchased or on the amount of the asset management fees, we may determine in its sole discretion to take certain corrective actions in response to such errors, including making adjustments to prior NAV calculations.

Your interest in us may be diluted if we issue additional Common Shares or Operating Partnership interests.

Holders of our Common Shares do not have preemptive rights to purchase additional shares in connection with shares we may issue in the future. Under our Declaration of Trust, we are authorized to issue an unlimited number of Common Shares at a price or prices determined by our Trustee. Our Trustee has the power to classify or reclassify any unissued shares into classes or series of Common Shares or preferred shares and to authorize us to issue those shares, without obtaining shareholder approval. As the general partner of our Operating Partnership, we may also, without shareholder approval, cause our Operating Partnership to issue additional OP Units or other partnership interests that have rights that are senior to those of our Common Shares. Investors purchasing our Common Shares likely will suffer dilution of their equity investment in us, in the event that we (1) sell additional shares in the future, (2) sell securities, including OP Units, that are convertible into our Common Shares, (3) issue our securities or partnership interests in our Operating Partnership in a private offering of securities to institutional investors, (4) issue our securities or partnership interests in our Operating Partnership to our Trustee, officers and other employees, or (5) issue our securities or partnership interests in our Operating Partnership, including OP Units, to sellers of properties we acquire. Because the OP Units may, in the discretion of our Trustee, be exchanged for our shares, any merger, exchange or conversion between our Operating Partnership and another entity ultimately could result in the issuance of a substantial number of our shares of beneficial interest, thereby diluting the percentage ownership interest of other shareholders. If we sell additional Common Shares for a price less than the then-current NAV per share, the issuance of such shares would result in dilution of the value of a shareholder’s interest in us. Because of these and other reasons described in this “Risk Factors” section, you should not expect to be able to own a significant percentage of our shares.

In the future, we may choose to acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in shareholder dilution and limit our ability to sell such assets.

In the future we may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for OP Units, which may result in dilution to our shareholders. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to

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defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell an asset at a time or on terms that would be favorable absent such restrictions.

Properties we may acquire are currently owned and managed by affiliates of the Trustee.

The Company, through the Operating Partnership, currently owns 311 properties that were former ExchangeRight DST Portfolios acquired from affiliates of ExchangeRight. We anticipate using the Company’s capital to acquire additional ExchangeRight DST Portfolios, as well as future properties. The Company has entered into agreements to acquire the Identified Trust Properties, which is a diversified portfolio of single-tenant, net-leased properties leased primarily to investment-grade tenants that are mainly owned by various ExchangeRight DSTs. The agreements to acquire certain of the Identified Trust Properties are subject to obtaining the consent of the current mortgage lenders secured by the corresponding Identified Trust Properties in certain instances and provide the Company with the unilateral right to acquire the Identified Trust Properties. Our ability to acquire any of the Identified Trust Properties, or other properties, and successfully integrate them is also dependent on our ability to raise sufficient capital to acquire the properties. If we are not able to acquire all of the Identified Trust Properties immediately, some or all of the properties may decline in value before we are able to complete the acquisition, and we may be unable to identify suitable replacement properties that meet our investment objectives and we may be unable to achieve our desired returns.

There is therefore a risk in the Identified Trust Properties, which may provide a lower return to shareholders, than a potential acquisition of other properties owned or managed by unaffiliated third parties.

There are risks involved in acquiring unidentified properties.

If we are not able to acquire all of the Identified Trust Properties, or upon completion of the acquisition of the Identified Trust Properties, we may have difficulty identifying and purchasing additional suitable properties on attractive terms, if at all, in order to meet our investment objectives. The lack of information regarding such other properties, such as the operating history of the property and other relevant economic and financial information regarding such alternative properties, means that investors will not have the opportunity to evaluate for themselves the relevant information regarding any such properties. Shareholders will not have an opportunity to evaluate the specific merits or risks of any prospective property. As a result, shareholders will be dependent on the judgment of the Trustee in connection with the selection of properties and management of the proceeds of any offering of Common Shares we conduct, including the selection of any properties purchased with such proceeds, other than the Identified Trust Properties. There can be no assurance that determinations ultimately made by the Trustee will result in the Company achieving its business objectives. The number of properties the Company acquires and the diversification of its properties is dependent on the amount of proceeds raised through our offerings and will be reduced if less than the maximum offering amount is raised. We may acquire multiple properties in a single transaction. Additionally, portfolio acquisitions are more complex and may be more expensive than single property acquisitions, and the risk that a multiple-property acquisition does not close may be greater than in a single-property acquisition Accordingly, the risk of investing in the Company may be increased. Although the Trustee has established investment objectives and criteria to guide it in acquiring properties on behalf of the Company, the Trustee has broad authority and discretion when choosing properties. Consequently, investors must rely exclusively on the Trustee to make investment decisions. No assurance can be given that the Company will be able to obtain suitable properties or that the Company’s objectives will be achieved.

Our Trustee may change our investment policies without shareholder approval.

Our investment policies may change over time. The methods of implementing our investment policies also may vary, as new real estate development trends emerge and new investment techniques are developed. Except as may be required to avoid meeting the definition of an “investment company” under the Investment Company

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Act, our investment policies, the methods for their implementation, and our other objectives, policies and procedures may be altered by our Trustee without the approval of our shareholders. As a result, the nature of our shareholders’ investments could change without their consent. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk. Changes to our policies with regard to the foregoing could materially and adversely affect us.

Our Trustee may change our financing policies without shareholder approval, and we may become more highly leveraged, which may increase our risk of default under our debt obligations.

Our financing policies are exclusively determined by our Trustee. Accordingly, our shareholders do not control these policies. Further, our organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our Trustee may adopt, alter or eliminate leverage policies at any time without shareholder approval. We could become more highly leveraged, which could result in an increase in our debt service. Higher leverage also increases the risk of default on our obligations.

Shareholders are bound by the vote of other shareholders on matters on which they are entitled to vote, and shareholders will not have the right to vote on certain mergers, consolidations and conversions of the Company.

Shareholders may vote on certain matters at a meeting of shareholders. However, a shareholder will be bound by the vote specified in our Declaration of Trust or bylaws on matters requiring approval of the shareholders even if a shareholder does not vote in favor of any such matter. Moreover, subject to certain requirements set forth in our Declaration of Trust, holders of Common Shares will not be entitled to vote on any merger, consolidation or conversion of the Company with another REIT or REITs so long as the consideration to be received by our common shareholders consists of common equity securities of the surviving REIT at an exchange ratio based on the respective NAVs of the Company and such other entity, as adjusted for transaction costs, and the only cash paid in the transaction is paid in lieu of fractional shares (a “Reorganization”). Therefore, the Trustee will have the unilateral power to effect a Reorganization without the approval of any shareholder of the Company.

If shareholders do not agree with the decisions of our Trustee, they only have limited control over changes in our policies and operations and may not be able to change such policies and operations.

Our Trustee determines our major policies, including our policies regarding investments, financing, growth, debt capitalization, REIT qualification and distributions. Our Trustee may amend or revise these and other policies without a vote of the shareholders. Under Maryland law and our Declaration of Trust, our shareholders generally have a right to vote only on the following:

• the removal of the Trustee under limited circumstances and, unless the Trustee has designated its successor, the election of a successor trustee;

• any amendment of our Declaration of Trust that adversely affects the contract rights of our outstanding shares of beneficial interest, except that our Trustee may amend our Declaration of Trust without shareholder approval to increase or decrease the aggregate number of our shares, to increase or decrease the number of our shares of any class or series that we have the authority to issue, to change our name, to classify or reclassify any of our unissued Common Shares or preferred shares into one or more classes or series of shares and to establish the terms of such shares, and to change the name or other designation or the par value of any class or series of our shares and the aggregate par value of our shares or to effect certain reverse share splits;

• a merger or consolidation of the Company, or the sale or other disposition of all or substantially all of our assets, provided that, if such action could be taken by a Maryland corporation without the approval of its shareholders pursuant to Subtitle 1 of Title 3 of the Maryland General Corporation Law (the “MGCL”) or if such action is a Reorganization (as defined above), no vote of shareholders will be required;

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• such other matters as may be provided in our bylaws;

• such matters that the Trustee has declared advisable and submitted to a vote of the shareholders; and

• any other matters on which shareholders are required to vote by federal law, state law or, following a listing on a national securities exchange, the rules of such exchange. All other matters are subject to the discretion of our Trustee.

Our Trustee may be removed only under limited circumstances.

Pursuant to our Declaration of Trust, our Trustee may be removed only for “cause,” as defined in our Declaration of Trust, and only by the affirmative vote of two-thirds of the votes entitled to be cast generally in the election of trustees. Under the Declaration of Trust, “cause” means (i) fraud or embezzlement with respect to the Company or its affiliates, or (ii) willful misconduct as determined in a final judgment of a court of competent jurisdiction. As a result, shareholders will have limited control over the decisions regarding the management or direction of the Company.

The Company’s rights, and the rights of shareholders, to recover claims against our officers and our Trustee are limited.

Maryland law and our Declaration of Trust provide that the Trustee will have no liability when acting in its capacity as Trustee if it performs its duties in good faith. Our Declaration of Trust requires us to indemnify and advance expenses to (i) the Trustee, (ii) each equity holder, director, officer, employee or agent of the Trustee, and (iii) each officer of the Company (collectively, the “Covered Persons”) against any claim or liability to which any Covered Person may become subject because of his, her or its status as such, except for liability for such person’s gross negligence or intentional misconduct. Our Declaration of Trust also requires us, to the maximum extent permitted by Maryland law, to indemnify and advance expenses to each present or former holder of shares of beneficial interest against any claim or liability to which any such person may become subject because of his, her or its status as such. Finally, our Declaration of Trust limits, to the maximum extent permitted by Maryland law, the liability of Covered Persons to us and our shareholders for monetary damages. Although our Declaration of Trust does not allow us to indemnify our Trustee for any liability or loss suffered by them or hold harmless a Covered Person for any loss or liability suffered by us by reason of such person’s gross negligence or intentional misconduct, we and our shareholders may have more limited rights against a Covered Person than might otherwise exist under common law, which could reduce your and our recovery against them.

Our Declaration of Trust contains a provision that expressly permits our Trustee, our officers and ExchangeRight, and their affiliates, to compete with us.

The success of the Company is very important to and is a significant part of ExchangeRight’s overall business plan. As a result, ExchangeRight anticipates spending sufficient time and effort on the various aspects of the Company’s business to help it perform successfully, and our Trustee has a fiduciary obligation to act on behalf of our shareholders. However, ExchangeRight and other investment vehicles managed by ExchangeRight have outside business interests and may compete with us for investments in properties, tenants, access to capital and other business opportunities. There is no assurance that any conflicts of interest created by such competition will be resolved in our favor. Our Declaration of Trust provides that none of our Trustee, any of our officers, or any other Covered Person have any duty to present or offer any business opportunity to us or to refrain from competing with us. As a result, the Trustee, our officers and other Covered Persons have no duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we or our subsidiaries engage or propose to engage or to refrain from otherwise competing with us. These individuals also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. These provisions may limit our ability to pursue investment opportunities that we might otherwise have had the opportunity to pursue, which could have an adverse effect on our financial condition, our results of operations, our cash flow, the value of our Common Shares and our ability to meet our debt obligations and to make distributions to our shareholders.

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The special limited partner of the Operating Partnership will be entitled to incentive distributions from our Operating Partnership only if the Operating Partnership’s investors have received a return of capital plus a 7% cumulative, non-compounded annual return, which may discourage ExchangeRight from facilitating a transaction that would provide liquidity for our common shareholders.

The partnership agreement of the Operating Partnership requires the Operating Partnership to pay a performance-based termination distribution to the special limited partner of the Operating Partnership, which is wholly-owned by ExchangeRight, if our Common Shares, or the common equity securities of a successor entity in a business combination, are listed on a national securities exchange or if we engage in a business combination transaction in which our common shareholders receive cash or listed common equity securities. The special limited partner will become entitled to such an incentive fee only after the Operating Partnership’s investors have received a return of capital plus a 7% cumulative, non-compounded annual return on all such capital contributions, based on the value of the consideration received by our common shareholders or the trading price of our shares after such a listing. As a result of this feature in the Operating Partnership’s partnership agreement, ExchangeRight may decide against pursuing or offering us the opportunity to participate in a particular transaction if it would not result in realizing this incentive fee.

The limit on the number of Common Shares a person may own may discourage a takeover that could otherwise result in a premium price to our shareholders.

Our Declaration of Trust, with certain exceptions, authorizes our Trustee to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exception is granted by our Trustee, no person may own more than 9.8% in value or in number, whichever is more restrictive, of our outstanding Common Shares, or 9.8% in value of the aggregate of our outstanding shares of beneficial interest. These restrictions may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or transfer of all or substantially all of our assets) that might provide a premium to the purchase price of our shares for our shareholders.

If we are required to register as an investment company under the Investment Company Act, we would not be able to operate our business according to our business plan, which may significantly reduce the value of our shareholders’ investment returns.

We intend to continue to conduct our operations so that neither we, nor our Operating Partnership nor the subsidiaries of our Operating Partnership meets the definition of an “investment company” under Section 3(a)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”). Under the Investment Company Act, in relevant part, a company is an “investment company” if:

• pursuant to Section 3(a)(1)(A), it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; or

• pursuant to Section 3(a)(1)(C), it is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding, or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (the “40% test”). “Investment securities” excludes U.S. government securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

We intend to monitor our operations and our assets on an ongoing basis in order to ensure that neither we nor any of our subsidiaries meet the definition of “investment company” under Section 3(a)(1) of the Investment Company Act. However, there can be no assurance that we and our subsidiaries will be able to successfully avoid operating as an investment company. If we were obligated to register as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act imposing, among other things:

• limitations on our capital structure;

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• restrictions on specified investments;

• prohibitions on transactions with affiliates;

• compliance with reporting, recordkeeping, voting, proxy disclosure, and other rules and regulations that would significantly change our operations; and

• potentially, compliance with daily valuation requirements.

Companies primarily engaged in the business of acquiring mortgages and other liens on and interests in real estate are generally exempt from the requirements of the Investment Company Act. We believe that we have conducted our business so that we are not subject to the registration requirements of the Investment Company Act. In order to continue to do so, however, the Company and each of our subsidiaries must either operate so as to fall outside the definition of an investment company under the Investment Company Act or satisfy its own exclusion under the under the Investment Company Act. For example, to avoid being defined as an investment company, an entity may limit its ownership or holdings of investment securities so that it meets the 40% test described above. Alternatively, an entity may operate its business under an exclusion from the definition of investment company pursuant to Section 3(c)(5)(C) of the Investment Company Act. Under Section 3(c)(5)(C), as interpreted by the SEC staff, a company is required to invest at least 55% of its assets in mortgages and other liens on and interests in real estate, and other real estate-related interests, which are deemed to be “qualifying interests,” and at least 80% of its assets in qualifying interests plus a broader category of “real estate-related assets” in order to qualify for this exception. A change in the value of any of our assets could negatively affect our ability to maintain our exemption from regulation under the Investment Company Act.

To avoid meeting the definition of an “investment company” under Section 3(a)(1) of the Investment Company Act, or to maintain compliance with the applicable exemption under the Investment Company Act, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. Similarly, we may have to acquire additional income or loss generating assets that we might not otherwise have acquired or may have to forego opportunities to acquire assets that we would otherwise want to acquire and would be important to our investment strategy. Accordingly, our Trustee may not be able to change our investment policies as our Trustee may deem appropriate if such change would cause us to meet the definition of an “investment company.”

If we were required to register as an investment company but failed to do so, we would be prohibited from engaging in our business, and civil actions could be brought against us, the Trustee, and their affiliates. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of us and liquidate our business.

We are an “emerging growth company,” and as such, we have reduced reporting requirements as compared to other public companies, including those relating to auditor’s attestation reports on the effectiveness of our system of internal control over financial reporting, accounting standards and disclosures regarding the executive compensation of our executive officers.

We are an “emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company” until the earliest to occur of  (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.235 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of the first sale of shares pursuant to a registration statement filed under the Securities Act, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt, or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act. We may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. To the extent we take advantage of some or all of the reduced reporting requirements applicable to emerging growth companies, an investment in our Common Shares may be less attractive to investors.

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Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, and generally requires in the same report a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. Under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an “emerging growth company.”

We have elected to avail ourselves of the extended transition period for adopting new or revised accounting standards available to emerging growth companies under the JOBS Act and will, therefore, not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies, which could make our Common Shares less attractive to investors.

The JOBS Act provides that an emerging growth company can take advantage of an exemption from various reporting requirements applicable to other public companies and an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies. We intend to avail ourselves of these exemptions and the extended transition periods for adopting new or revised accounting standards and therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. As a result, our consolidated financial statements may not be comparable to companies that comply with public company effective dates. While we intend to avail ourselves of these options, we may, subject to certain restrictions, elect to stop availing ourselves of these exemptions in the future even while we remain an “emerging growth company.” We cannot predict whether investors will find our Common Shares less attractive as a result of this election. If some investors find Common Shares less attractive as a result of this election, we may be unable to raise the desired level of capital in our offerings.

We will be subject to the requirements of the Sarbanes-Oxley Act.

As long as we remain an emerging growth company, as that term is defined in the JOBS Act, we will be permitted to gradually comply with certain of the on-going reporting and disclosure obligations of public companies pursuant to the Sarbanes-Oxley Act.

However, our management will be required to deliver a report that assesses the effectiveness of our internal controls over financial reporting, pursuant to Section 302 of the Sarbanes-Oxley Act. Section 404 of the Sarbanes-Oxley Act may require our auditors to deliver an attestation report on the effectiveness of our internal controls over financial reporting in conjunction with their opinion on our audited financial statements as of December 31 subsequent to the year in which this Form 10 becomes effective if we are no longer an “emerging growth company.” Substantial work on our part may be required to implement appropriate processes, document the system of internal control over key processes, assess their design, remediate any deficiencies identified and test their operation. This process may be both costly and challenging. We cannot give any assurances that material weaknesses will not be identified in the future in connection with our compliance with the provisions of Section 302 and 404 of the Sarbanes-Oxley Act. The existence of any material weakness described above would preclude a conclusion by management and our independent auditors that we maintained effective internal control over financial reporting. Our management may be required to devote significant time and expense to remediate any material weaknesses that may be discovered and may not be able to remediate any material weakness in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our consolidated financial statements that could require us to restate our consolidated financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, all of which could have a material adverse effect on our business, financial condition, and results of operations.

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Legislative or regulatory action could adversely affect the returns to our investors.

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of the federal income tax laws applicable to investments similar to an investment in our Common Shares. Changes are likely to continue to occur in the future, and these changes could adversely affect our shareholders’ investment in our Common Shares. These changes include but are not limited to the reduction or elimination of the corporate income tax under the Code or revisions to the tax exemptions provided by Section 1031 under the Code. Any of these changes could have an adverse effect on an investment in our Common Shares or on the market price or resale potential of our Common Shares. Shareholders are urged to consult with their own tax advisor with respect to the impact that recent legislation may have on their investment and the status of legislative, regulatory or administrative developments and proposals and their potential effect on their investment in our Common Shares.

Risks Related to Our Secured Lending

Bankruptcy of ExchangeRight or any tenant of a property owned by the entity pledged to secure the RSLCA may adversely affect the value of the ExchangeRight Secured Loans.

We have entered into the RSLCA, under which we will make the ExchangeRight Secured Loans. For a description of the RSLCA and the ExchangeRight Secured Loans, see “Item 7. Certain Relationships and Related Transactions, and Director Independence – Secured Loan Program” below. While ExchangeRight and many of the tenants it focuses on have a consistent track record of profitability, bankruptcy proceedings and usual equitable principles may delay or otherwise adversely affect the enforcement of a noteholder’s rights in the property granted as security for the note. Federal bankruptcy law permits adoption of reorganization plans even though such plans have not been accepted by the holders of a first lien on property, if such holders are provided with the benefit of their original lien or the “indubitable equivalent.” In addition, if the bankruptcy court concludes that the noteholders have “adequate protection,” it may (i) substitute other security subject to the lien of the noteholders, and (ii) subordinate the lien of the noteholders (A) to claims by persons supplying goods and services to the debtor after bankruptcy, and (B) to the administrative expenses of the bankruptcy proceeding. In the event of the bankruptcy of an obligor under a note held by the Company, the amount realized by the Company might depend on the bankruptcy court’s interpretation of “indubitable equivalent” and “adequate protection” under the then-existing circumstances. It is also possible that debtors could attempt a “cramdown” in bankruptcy court pursuant to which the debtor’s obligation to the Company could be reduced below amounts otherwise owed. To confirm a Chapter 11 plan of reorganization, the court must find that creditors will receive at least what they would receive in a Chapter 7 liquidation case, and that the plan is either approved by all of the creditors, or the plan is approved by at least one class of creditors and (1) the plan does not discriminate unfairly; (2) holders of secured claims receive property under the plan with a value equal to the “value of the secured creditor’s interest in the property of the estate”; and (3) either holders of unsecured claims are paid in full with interest or junior classes with claims receive nothing. Secured creditors are much more likely to be “crammed down” than unsecured creditors.

Investments may include intercompany or affiliate investments.

ExchangeRight may use funds from the RSLCA for intercompany or affiliate acquisitions utilized to facilitate acquisitions of properties owned or managed by affiliates of ExchangeRight. There is therefore a risk that ExchangeRight may choose to invest in such affiliated properties and that ExchangeRight or its affiliates may receive compensation under the terms and provisions of such affiliated properties and that such acquisitions may not have underlying collateral that generates income similar to other properties and, thus, interest and fees under the RSLCA may not be paid.

Foreclosure on properties may result in insufficient funds.

Under the RSLCA, as collateral for the ExchangeRight Secured Loans, we receive certain credit enhancements and pledges of collateral. In this regard, we received a pledge under an amended and restated

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pledge agreement by and between ExchangeRight and our Operating Partnership whereby ExchangeRight pledged to the Operating Partnership its membership interest in the entity that indirectly owns the properties acquired by ExchangeRight (the “Pledged Entity”), which pledge also provides that, in the event ExchangeRight defaults in the payment of any interest, which has been accrued and is currently owed to us, we will receive the right to execute an assignment of the limited liability company membership interest in the Pledged Entity. See “Item 7. Certain Relationships and Related Transactions, and Director Independence – Secured Loan Program” below for additional information. In many cases we will need to look solely to the property owned by the Pledged Entity, the interests in which are pledged to secure the RSLCA, to satisfy the indebtedness in accordance with its terms. Timely payment of principal and interest under the RSLCA will primarily depend upon the success of the property underlying the interest pledged pursuant to the RSLCA and the revenues that such property generates from operations. In the event that such revenues are insufficient, our sole recourse will be to foreclose on the underlying properties. In addition to the potential problems inherent in the foreclosure process discussed above, any sale of the properties upon foreclosure may bring a price that is less than the outstanding principal amount of funds drawn under the RSLCA.

Making secured, bridge and other loans subjects us to credit risk and could adversely affect us.

We will make the ExchangeRight Secured Loans and may make bridge and other loans related to net lease properties. However, these loans will subject us to credit risk and there could be defaults under these loans. Defaults may be caused by many factors beyond our control, including local and other economic conditions affecting real estate values, interest rate changes, rezoning and the failure by the borrower to develop the property. If there is a default under one of these loans, the value of our investment in the loan could be impaired or lost in its entirety. In addition, if such a loan is secured by a mortgage on the related property, we may be delayed in a foreclosure action and any sale of the mortgaged property may generate less net proceeds than we were owed under the defaulted loan.

The value of our ExchangeRight RSLCA may be impaired, and we may be unable to realize any value upon the foreclosure of the pledges securing the ExchangeRight Secured Loans due to the terms of the underlying mortgage loans.

The properties indirectly held by the entity pledged to secure the ExchangeRight RSLCA may be subject to first lien mortgage loans, which may contain terms that prohibit the pledge or assignment of the interests in the entity. This could result in the foreclosure of the mortgage on the underlying property and our inability to realize any benefit upon the foreclosure of the pledge. Such provisions may also require us to account for the value we attribute to the ExchangeRight RSLCA as impaired.

The failure of a secured loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.

The Internal Revenue Service (“IRS”) has issued Revenue Procedure 2003-65, which provides a safe harbor pursuant to which a secured loan that is secured by interests in a pass-through entity will be treated by the IRS as a real estate asset for purposes of the REIT 75% asset test, and interest derived from such loan will be treated as qualifying mortgage interest for purposes of the REIT 75% income test. Although the Revenue Procedure provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law. We may make investments in loans secured by interests in pass- through entities in a manner that complies with the various requirements applicable to our qualification as a REIT. To the extent, however, that any such loans do not satisfy all of the requirements for reliance on the safe harbor set forth in the Revenue Procedure, there can be no assurance that the IRS will not challenge the tax treatment of such loans, which could jeopardize our ability to qualify as a REIT.

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Risks Related to Our Indebtedness

Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing, including an inability to refinance existing indebtedness.

We are generally subject to risks associated with debt financing. These risks include: (1) our cash flow may not be sufficient to satisfy required payments of principal and interest; (2) we may not be able to refinance existing indebtedness or the terms of the refinancing may be less favorable to us than the terms of existing debt; (3) required debt payments are not reduced if the economic performance of any property declines; (4) debt service obligations could reduce cash available for distribution to our shareholders and funds available for investment; (5) any default on our indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure; and (6) the risk that necessary capital expenditures cannot be financed on favorable terms. If a property is pledged to secure payment of indebtedness and we cannot make the applicable debt payments, we may have to surrender the property to the lender with a consequent loss of any prospective income and equity value from such property.

We may incur substantial indebtedness.

We may provide full or partial guarantees of mortgage debt incurred by our subsidiaries that own the mortgaged properties. Under these circumstances, we will be responsible to the lender for satisfaction of the debt if it is not paid by our subsidiary. If any mortgages contain cross-collateralization or cross-default provisions, a default on a single property could affect multiple properties.

Our use of indebtedness could have important consequences to us. For example, it could: (1) result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt; (2) result in the loss of assets, including individual properties or portfolios, due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds; (3) materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all; (4) require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to make distributions, including those necessary to maintain our REIT qualification, or to use for other purposes; (5) increase our vulnerability to an economic downturn; (6) limit our ability to withstand competitive pressures; or (7) reduce our flexibility to respond to changing business and economic conditions.

Secured indebtedness exposes us to the possibility of foreclosure on our ownership interests in pledged properties.

Incurring mortgage and other secured indebtedness increases our risk of loss of our ownership interests in the pledged property because defaults thereunder, and the inability to refinance such indebtedness, may result in foreclosure action initiated by lenders. For tax purposes, a foreclosure would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds from the foreclosure. In such event, we may be unable to pay the amount of distributions required in order to maintain our REIT status.

Financing we utilize may include recourse provisions to the Company.

We intend to obtain financing on the most favorable terms reasonably available to us. We will have substantial discretion with respect to the financing we obtain, subject to our borrowing policies. Lenders may have recourse to assets not securing the repayment of the indebtedness. To the extent permitted by the applicable loan agreements, we may refinance properties during the term of a loan.

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High interest rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire and the amount of cash distributions we can make to our shareholders.

We may be unable to finance or refinance our properties on favorable terms or at all. If interest rates are higher when we desire to mortgage a property or when existing loans mature, we may not be able to obtain suitable mortgage financing or refinance existing indebtedness. If we are unable to refinance existing indebtedness with replacement debt, we may be required to repay a portion of the maturing indebtedness with cash. Our inability to access debt capital on attractive terms to finance new investments or to refinance maturing indebtedness could reduce the number of properties we can acquire and our cash flows. Higher costs of capital also could negatively impact cash flows and returns on our investments.

Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Variable rate borrowings, if any, expose us to increased interest expense in a rising interest rate environment. Additionally, in the future, we may incur substantial additional indebtedness that bears interest at variable rates. If interest rates were to increase, our debt service obligations on variable rate indebtedness would increase even though the amount borrowed remained the same, and our cash flows would correspondingly decrease.

Interest-only indebtedness may increase our risk of default and ultimately may reduce our cash available for distribution.

We expect to finance at least a portion of our property acquisitions using interest-only mortgage indebtedness. During the interest-only period, the amount of each scheduled payment will be less than that of a traditional amortizing mortgage loan. The principal balance of the mortgage loan will not be reduced (except in the case of prepayments) because there are no scheduled monthly payments of principal during this period. After the interest-only period, we will be required either to make scheduled payments of amortized principal and interest or to make a lump-sum or “balloon” payment at maturity. These required principal or balloon payments will increase the amount of our scheduled payments and may increase our risk of default under the related mortgage loan.

Our ability to make a balloon payment at maturity is uncertain and may depend upon our ability to obtain additional financing or our ability to sell the property. At the time the balloon payment is due, we may or may not be able to refinance the loan on terms as favorable as the original loan or sell the property at a price sufficient to make the balloon payment.

To hedge against interest rate fluctuations, we may use derivative financial instruments that may be costly and/or ineffective.

We may use derivative instruments to hedge our exposure to changes in interest rates. Derivative instruments may include interest rate swap contracts, interest rate cap or floor contracts, futures or forward contracts, options or repurchase agreements. Future hedging decisions will depend on prevailing facts and circumstances and at any point in time we may choose to hedge some, all or none of our variable interest rate exposure.

To the extent that we choose to use derivative financial instruments to hedge against interest rate fluctuations in the future, we will be exposed to credit risk, basis risk and legal enforceability risks. Credit risk refers to the potential failure of our counterparty to perform its obligations under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty generally owes us a payment, which creates credit risk for us. Basis risk occurs when the index upon which the contract is based is more or less variable than the index upon which the hedged asset or liability is based, thereby potentially making the hedge less effective. Finally, legal enforceability risks encompass general contractual risks, including the risk that the counterparty will breach the terms of, or fail to perform its obligations under, the derivative contract.

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Income and gain from hedging transactions will be excluded from gross income for purposes of both the REIT qualification gross income tests, provided that we properly identify such hedges. For federal income tax purposes, a “hedging transaction” means either (1) any transaction entered into in the normal course of our trade or business primarily to manage the risk of interest rate, price changes, or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets, (2) any transaction entered into primarily to manage the risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income test (or any property which generates such income or gain), and (3) a transaction entered into to manage the risk of any hedging transaction described in the preceding sentence if we dispose of some or all of the underlying property to which such original hedging transaction relates.

In the event we are unable to enter into a hedging transaction that may not satisfy the definition of a “hedging transaction,” or do not properly identify our hedges as such, we risk earning income that is not good income for REIT purposes. Accordingly, we may forego certain hedging opportunities even though commercially it would be beneficial to enter into such a hedge in order to minimize the risk of earning income from a hedge that is not good REIT income for the 75% and 95% tests.

Our current loans, and loans associated with the Identified Trust Properties which we plan to assume, may be subject to certain unfavorable provisions.

Our current loans, and loans associated with the Identified Trust Properties which we plan to assume, may have terms which include lender-favorable mechanisms in certain events such as debt service coverage ratio requirements, and with which compliance may be beyond our control. Our failure to comply with the terms of such debt could impact cash flow available for distribution to shareholders.

Risks Related to Our Status as a REIT and Other Tax Matters

We would incur significant material adverse tax consequences if we fail to qualify as a REIT.

We have elected to be taxed as a REIT. Our qualification as a REIT requires us to satisfy numerous requirements, some on an annual and quarterly basis, established under highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations, and which involve the determination of various factual matters and circumstances not entirely within our control. We expect that our current organization and methods of operation will enable us to continue to qualify as a REIT, but we may not so qualify or we may not be able to remain so qualified in the future. In addition, U.S. federal income tax laws governing REITs and other corporations and the administrative interpretations of those laws may be amended at any time, potentially with retroactive effect. Future legislation, new regulations, administrative interpretations or court decisions could adversely affect our ability to qualify as a REIT or adversely affect our shareholders.

If we fail to qualify as a REIT in any taxable year, we would be subject to federal (and potentially state and local) income tax on our taxable income at regular corporate rates, and would not be allowed to deduct dividends paid to our shareholders in computing our taxable income. Also, we generally could not re-elect REIT status until the fifth calendar year after the year in which we first fail to qualify as a REIT. The additional tax liability from the failure to qualify as a REIT could be substantial and would reduce or eliminate the amount of cash available for distribution to our shareholders. This would likely have a significant adverse effect on the value of our securities, and consequently, on our ability to raise additional capital.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities and limit our growth opportunities.

To qualify as a REIT, we generally are required to distribute to our shareholders at least 90% of our taxable income, excluding net capital gains, each year. A REIT is subject to tax at regular corporate rates to the extent

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that it distributes at least 90% but less than 100% of its taxable income (including net capital gains) each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions (or deemed distributions) and the amounts of income retained on which we have paid corporate tax with respect to any calendar year are less than the sum of (i) 85% of our ordinary income for that year, (ii) 95% of our capital gain net income for that year, and (iii) 100% of our undistributed taxable income from prior years.

We intend to make distributions to our shareholders to comply with the distribution requirements of the Code as well as to reduce our exposure to federal income taxes and the nondeductible excise tax. Differences in timing between the recognition of taxable income and the actual receipt of cash may require us to borrow funds, issue additional shares or sell assets on a short-term basis to meet the 90% distribution requirement and to avoid the 4% nondeductible excise tax. In addition, the requirement to distribute a substantial portion of taxable income could cause us to (i) sell one or more properties in adverse market conditions, (ii) distribute amounts that represent a return of capital, or (iii) distribute amounts that would otherwise be spent on future acquisitions, unanticipated capital expenditures, or repayment of debt.

To qualify as a REIT, we also must ensure that, at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and “real estate assets” (as defined in the Code), including certain mortgage loans and securities. The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a taxable REIT subsidiary (a “TRS”)) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 25% of the value of our total assets can be represented by securities of one or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate or forgo otherwise attractive investment opportunities. For example, if we hold an investment that jeopardizes our REIT qualification, we may be forced to liquidate such investment at an unfavorable time or at below market prices in order to retain our REIT qualification. These actions could have the effect of reducing our income and amounts available for distribution to our shareholders. These restrictions also could adversely affect our ability to optimize our portfolio of assets.

In addition to the asset tests set forth above, to qualify as a REIT we must continually satisfy tests concerning, among other things, the sources of our income and the ownership of our shares. We may be unable to pursue investment opportunities that would be otherwise advantageous to us in order to satisfy the source-of-income or asset diversification requirements for qualifying as a REIT. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.

Re-characterization of sale-leaseback transactions may cause us to lose our REIT status.

We may purchase real properties and lease them back to the sellers of such real properties. The IRS could challenge our characterization of certain leases in any such sale-leaseback transactions as “true leases,” which allows us to be treated as the owner of the property for federal income tax purposes. In the event that any sale-leaseback transaction is challenged and re-characterized as a financing transaction or loan for federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed. If a sale-leaseback transaction were so re-characterized, we might fail to satisfy the REIT qualification “asset tests” or the “income tests” and, consequently, lose our REIT status effective with the year of re-characterization. Alternatively, the amount of our REIT taxable income could be recalculated, which might also cause us to fail to meet the distribution requirement for a taxable year.

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Dividends paid by REITs generally do not qualify for reduced tax rates, and the availability of tax deductions in connection with the receipt of certain REIT dividends will automatically expire unless extended by Congress.

In general, the maximum U.S. federal income tax rate for dividends that constitute “qualified dividend income” paid to individuals, trusts and estates is 20%. Unlike dividends received from a corporation that is not a REIT, our distributions generally are not eligible for the reduced rates. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, investors who are individuals, trusts and estates may perceive investments in our shares to be relatively less attractive than investments in the shares of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share NAV of our Common Shares.

Moreover, shareholders of a REIT that are individuals, trusts and estates that receive distributions characterized as ordinary dividends for U.S. federal income tax purposes are eligible to claim a tax deduction for taxable years ending prior to January 1, 2026 equal to 20% of the ordinary dividends distributed to them in each such taxable year. The eligibility of these shareholders for such tax deductions may be lost prior to January 1, 2026 if Congress enacts tax legislation that causes this tax benefit to expire prior to such time.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. Any income from a hedging transaction that we enter into to manage the risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets, or from certain terminations of such hedging positions, does not constitute “gross income” for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met. To the extent that we enter into other types of hedging transactions or fail to properly identify any such transaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, we may be required to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS may be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRS will generally not provide any tax benefit, except that such losses could theoretically be carried back or forward against past or future taxable income in the TRS.

If our Operating Partnership fails to maintain its status as a partnership, its income may be subject to taxation, which would reduce the cash available for distribution to our shareholders.

We intend to maintain the status of our Operating Partnership as a partnership for federal income tax purposes. However, if the IRS were to successfully challenge the status of our Operating Partnership as an entity taxable as a partnership, our Operating Partnership would be taxable as a corporation and would be subject to federal, state and local income taxes on its income (currently a 21% federal rate), thereby reducing the amount of distributions that our Operating Partnership could make to us. If our interest in the Operating Partnership were no longer treated as a good REIT asset, or if the income we derive from our Operating Partnership does not qualify as good REIT income, we could lose our REIT status, and become subject to a corporate level tax on our income. This would substantially reduce the cash available to make distributions to our shareholders, and, in turn, reduce the return on our shareholders’ investments. In addition, if any of the partnerships or limited liability companies through which our Operating Partnership owns its properties, in whole or in part, loses its characterization as a partnership for federal income tax purposes, it would be subject to taxation as a corporation, thereby reducing distributions to our Operating Partnership. Such a recharacterization of an underlying property-owning entity also could threaten our ability to maintain REIT status.

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Certain property transfers may generate prohibited transaction income, resulting in a penalty tax on gain attributable to the transaction.

From time to time, we may transfer or otherwise dispose of some of our properties. Under the Code, any gain resulting from transfers of properties that we hold as inventory or primarily for sale to customers in the ordinary course of business would be treated as income from a prohibited transaction and subject to a 100% penalty tax. Since we acquire properties for investment purposes, we do not believe that our occasional transfers or disposals of property are prohibited transactions. However, whether property is held for investment purposes is a question of fact that depends on all the facts and circumstances surrounding the particular transaction. The IRS may contend that certain transfers or disposals of properties by us are prohibited transactions. If the IRS were to argue successfully that a transfer or disposition of property constituted a prohibited transaction, then we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction and we may jeopardize our ability to retain future gains on real property sales.

We could face possible state and local tax audits and adverse changes in state and local tax laws.

As discussed in the risk factors above, because we are organized and qualify as a REIT, we are generally not subject to federal income taxes, but we are subject to certain state and local taxes. From time to time, changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability. A shortfall in tax revenues for states and municipalities in which we own properties may lead to an increase in the frequency and size of such changes. If such changes occur, we may be required to pay additional state and local taxes. These increased tax costs could adversely affect our financial condition and the amount of cash available for the payment of distributions to our shareholders. In the normal course of business, entities through which we own real estate may also become subject to tax audits. If such entities become subject to state or local tax audits, the ultimate result of such audits could have an adverse effect on our financial condition.

Non-U.S. shareholders may be subject to U.S. federal income tax upon their receipt of certain distributions from us or upon their disposition of our shares.

In addition to any potential withholding tax on ordinary dividends, a non-U.S. person, other than certain “qualified shareholders” or a “qualified foreign pension fund,” that disposes of a “U.S. real property interest” (“USRPI”) (which includes shares of stock of a U.S. corporation whose assets consist principally of USRPIs), or that receives a distribution from a REIT that is attributable to gains from such a disposition, is generally subject to U.S. federal income tax under the Foreign Investment in Real Property Tax Act of 1980, as amended (“FIRPTA”), on the amount received from (or, in the case of a distribution, to the extent attributable to gains from) such disposition. Such tax does not apply, however, to the disposition of stock in a REIT that is “domestically controlled.” Generally, a REIT is domestically controlled if less than 50% of its stock, by value, has been owned directly or indirectly by non-U.S. persons during a continuous five-year period ending on the date of disposition or, if shorter, during the entire period of the REIT’s existence. While we intend to primarily target the sale of our shares to U.S. persons, we cannot control the composition of our ultimate shareholders, and therefore cannot assure you that we will qualify as a domestically controlled REIT. If we were to fail to so qualify, amounts received by a non-U.S. shareholder on certain dispositions of our shares would be subject to tax under FIRPTA, unless (a) our shares are regularly traded on an established securities market and (b) the non-U.S. shareholder did not, at any time during a specified testing period, hold more than 10% of our stock.

Legislative or other actions affecting REITs could materially and adversely affect us and our investors as well as the Operating Partnership.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could materially and adversely affect us (including our qualification as a REIT) and our investors as well as the Operating Partnership.

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Our ability, and the Operating Partnership’s ability, to deduct interest expense may be limited.

The Tax Cuts and Jobs Act of 2017 (the “TCJA”), as revised by the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”), also provides a new limitation on the deduction of business interest (i.e., interest paid or accrued on indebtedness allocable to a trade or business) for U.S. federal income tax purposes. In general, and subject to certain exceptions, including for a real estate trade or business if an election is made, business interest expense (i.e., business interest in excess of a taxpayer’s business interest income for the taxable year) is not deductible to the extent such interest exceeds 30% of a taxpayer’s adjusted taxable income (as defined in Section 163(j) of the Code, as revised by the TCJA and the CARES Act). With respect to entities taxed as partnerships (including the Operating Partnership), the deduction for business interest is determined at the level of the entity incurring the expense and the amount deductible by a beneficial owner of such entity is generally calculated based on the entity’s adjusted taxable income. Business interest not allowed as a deduction by an entity taxed as a partnership is allocated to each entity owner and may be deducted in any future year against excess taxable income attributed by the entity to the entity owner for such future year. Note that the limitation on the deductibility of business interest does not apply to investment interest.

Adjusted taxable income means the taxable income of the taxpayer computed without regard to (i) any item of income, gain, deduction, or loss which is not properly allocable to a trade or business; (ii) any business interest deductions or business interest income; and (iii) the amount of any net operating loss deduction. For taxable years beginning after January 1, 2022, depreciation and amortization are taken into account to reduce adjusted taxable income for purposes of computing the limitation. As mentioned above, for debt of a partnership, such as the Operating Partnership, the limitation is applied at the partnership level. Similarly, for a REIT, the limitation applies at the REIT level. Any net business interest expense of a taxpayer in excess of the limitation is not currently deductible by the taxpayer, and is carried forward to future years.

If we are subject to this interest expense limitation, our REIT taxable income for a taxable year may be increased. Taxpayers that conduct certain real estate businesses may elect not to have this interest expense limitation apply to them, provided that they use an alternative depreciation system to depreciate certain property. We believe that we will be eligible to make this election. If we make this election, although we would not be subject to the interest expense limitation described above, our depreciation deductions may be reduced and, as a result, our REIT taxable income for a taxable year may be increased.

Regulatory and Litigation Risks

Compliance with the Americans with Disabilities Act and fire, safety, and other regulations may require us to make significant unanticipated expenditures.

Some of our properties are subject to the Americans with Disabilities Act of 1990, as amended (the “ADA”). Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. Compliance with the ADA could require costly modifications at our properties to make them readily accessible to and usable by disabled individuals. In addition, failure to comply with the ADA could result in the imposition of fines or an award of damages to private litigants. Our tenants are generally obligated to maintain and repair the properties they lease from us and to comply with the ADA and other similar laws and regulations. However, if a tenant is unwilling or unable to meet its obligation to comply with the ADA, we may incur significant costs in modifying the property to achieve compliance. Additionally, as the owner of the property we could be liable for failure of one of our properties to comply with the ADA or other similar laws and regulations.

Similarly, our properties are subject to various laws and regulations relating to fire, safety, and other regulations, and in some instances, common-area obligations. While our tenants are generally obligated to comply with these laws and regulations at the properties they lease from us, it is possible that our tenants will not have the financial ability to meet these obligations. If a tenant is unwilling or unable to meet its obligation to comply with these laws and regulations, we may incur significant costs to achieve compliance, such that we may

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not be able to recover from the tenant. We may also face owner liability for failure to comply with these laws and regulations, which may lead to the imposition of fines or an award of damages to private litigants.

We could incur significant costs related to government regulation and litigation over environmental matters.

All real property and the operations conducted thereon are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of hazardous materials, and the remediation of contamination associated with disposals. These laws or the interpretations thereof may become more stringent over time and compliance therewith may involve significant costs. Additionally, the cost of defending against claims of liability, complying with environmental requirements, remediating any contaminated property or paying personal injury claims could be substantial. Some of these laws and regulations impose joint and several liability on tenants and current or previous owners or operators of real estate for the costs of investigation and remediation of contaminated properties, regardless of fault or whether the acts causing the contamination were legal. This liability could be substantial. In addition, the presence of hazardous substances, or the failure to properly remediate these substances, may adversely affect our ability to sell or rent a property or to use such property as collateral for future borrowing. Moreover, if contamination is discovered at any of our properties, environmental laws may impose restrictions on the manner in which the affected properties may be used or the businesses that may be operated thereon or give rise to personal injury claims. We typically obtain a third-party environmental site assessment for properties we acquire, however, we may not obtain such an assessment for every property we acquire, and when we do obtain such an assessment it is possible that it will not reveal all environmental liabilities.

Although our leases generally require our tenants to operate in compliance with all applicable laws and to indemnify us against any environmental liabilities arising from a tenant’s activities on the property, there can be no assurance that our tenants will be able to meet these obligations. It is possible that we could incur substantial expenditures to remediate environmental conditions at our properties or become subject to liability for environmental liabilities by virtue of our ownership of the property. Furthermore, the discovery of environmental liabilities on any of our properties could lead to significant remediation costs or other liabilities for our tenant, which may affect such tenant’s ability to make rental payments to us.

From time to time, we may invest in properties with known adverse environmental conditions where we believe that the environmental liabilities associated with these conditions are quantifiable and that the acquisition will yield an appropriate risk-adjusted return. In such an instance, we will estimate the costs of environmental investigation, cleanup and monitoring when negotiating the purchase price. To the extent we underestimate the costs of environmental matters, we could incur substantial losses. Further, in connection with property dispositions, we may agree to remain responsible for, and to bear the cost of, remediating or monitoring certain environmental conditions.

We may become subject to litigation, which could materially and adversely affect us.

In the future we may become subject to litigation, including claims relating to our operations, properties, securities offerings or other aspects of our business. Some of these claims may result in significant investigation, defense or settlement costs and, if we are unable to successfully defend against or settle such claims, may result in significant fines or judgments against us. These costs may not be covered by insurance or may exceed insured amounts. We cannot be certain of the outcomes of any claims that may arise in the future. Certain litigation or the resolution of certain litigation may limit the availability or significantly increase the cost of insurance coverage, which could expose us to increased risks.

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Risks Related to Business Continuity

Natural disasters and severe weather conditions could have an adverse impact on our cash flow and operating results.

Some of our properties could be subject to potential natural or other disasters. In addition, we may acquire properties that are located in areas which are subject to natural disasters. Properties could also be affected by increases in the frequency or severity of hurricanes or other storms, whether such increases are caused by global climate changes or other factors. The occurrence of natural disasters or severe weather conditions can increase investment costs to repair or replace damaged properties, increase operating costs, increase future property insurance costs, and/or negatively impact the tenant demand for lease space. If insurance is unavailable to us, or is unavailable on acceptable terms, or if our insurance is not adequate to cover business interruption or losses from such events, our earnings, liquidity and/or capital resources could be adversely affected.

We may suffer losses that are not covered by insurance or that are in excess of insured amounts.

Generally, each of our tenants is responsible for the cost of insuring the property it leases from us against customary losses (such as casualty, liability, fire and extended coverage) at a specified level or required to reimburse us for a portion of the cost of acquiring such insurance. However, it is possible that we will incur losses in excess of insured amounts. Additionally, there are types of losses, generally of a catastrophic nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, earthquakes, pollution or environmental matters, that are either uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. It is possible that mortgage lenders may require us to purchase additional insurance covering acts of terrorism, and additional costs associated therewith may be significant and likely would not be paid for by our tenants. Additionally, to the extent such insurance is either unavailable or prohibitively expensive, it could inhibit our ability to finance or refinance our properties. In these instances, we may be required to provide other financial support, either through financial assurances or self-insurance.

Inflation, changes in building codes and ordinances, environmental considerations and other factors may make any insurance proceeds we receive insufficient to repair or replace a property if it is damaged or destroyed. In that situation, the insurance proceeds received may not be adequate to restore our economic position with respect to the affected property. Furthermore, in the event we experience a substantial or comprehensive loss at one of our properties, we may not be able to rebuild such property to its pre-loss specifications without capital expenditures in excess of any insurance proceeds, as repair or reconstruction of the property may require significant upgrades to meet current zoning and building code requirements.

Future terrorist attacks or civil unrest could harm the demand for, and the value of, our properties.

Recently and over the past several years, a number of highly publicized terrorists acts and shootings have occurred at domestic and international retail properties. Future terrorist attacks, civil unrest, and other acts of terrorism or war could harm the demand for, and the value of, our properties. Terrorist attacks could directly impact the value of our properties through damage, destruction, loss or increased security costs, and the availability of insurance for such acts may be limited or may be subject to substantial cost increases. To the extent that our tenants are impacted by future attacks, their ability to continue to honor obligations under their existing leases could be adversely affected. A decrease in retail demand could make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates. These acts might erode business and consumer confidence and spending, and might result in increased volatility in national and international financial markets and economies. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our properties, and limit our access to capital or increase our cost of raising capital.

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We face risks relating to cybersecurity attacks that could cause loss of confidential information and other business disruptions.

We rely extensively on computer systems to process transactions and manage our business, and our business is at risk from and may be impacted by cybersecurity attacks. These could include attempts to gain unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized attempts organized by very sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats, which include password protection, firewall protection systems, frequent backups, and a redundant data system for core applications; however, there is no guarantee such efforts will be successful in preventing a cybersecurity attack. A cybersecurity attack could compromise our confidential information as well as that of our employees, tenants and vendors. A successful attack could disrupt and affect our business operations.

Risks Related to Ownership of our Common Shares

An investment in our Common Shares will have limited liquidity. There is no public trading market for our Common Shares and there may never be one; therefore, it will be difficult for you to sell your shares.

There currently is no public market for our Common Shares and there may never be one. While the Company has instituted a limited repurchase program, there is no guarantee that such liquidity will be available to all investors and it is subject to various limitations. Though the Company may execute an eventual aggregation event, there is no guarantee that any aggregation event will occur. If you are able to find a buyer for your Common Shares, you will likely have to sell them at a substantial discount to your purchase price. It also is likely that your Common Shares would not be accepted as the primary collateral for a loan.

If we are unable to obtain key personnel, our ability to achieve our investment objectives could be delayed or hindered, which could adversely affect our ability to pay distributions to our shareholders.

Our success depends to a significant degree upon the contributions of our Key Principals and certain of our executive officers and other key personnel, each of whom would be difficult to replace. We cannot guarantee that all, or any particular one, will remain affiliated with us. If any of our key personnel were to cease their affiliation with us, our operating results could suffer. We also believe that our future success depends, in large part, upon our ability to hire and retain highly skilled managerial, operational, and marketing personnel. Competition for such personnel is intense, and we cannot assure you that we will be successful in attracting and retaining such skilled personnel. If we lose or are unable to obtain the services of key personnel, our ability to implement our investment strategies could be delayed or hindered, which could adversely affect our ability to pay distributions to our shareholders, and, as a result, the value of a shareholder’s investment may decline.

We could face possible state and local tax audits and adverse changes in state and local tax laws.

Because we are organized and qualify as a REIT, we are generally not subject to federal income taxes, but we are subject to certain state and local taxes. From time to time, changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability. A shortfall in tax revenues for states and municipalities in which we own properties may lead to an increase in the frequency and size of such changes. If such changes occur, we may be required to pay additional state and local taxes. These increased tax costs could adversely affect our financial condition and the amount of cash available for the payment of distributions to our shareholders. In the normal course of business, entities through which we own real estate may also become subject to tax audits. If such entities become subject to state or local tax audits, the ultimate result of such audits could have an adverse effect on our financial condition.

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ITEM 2. FINANCIAL INFORMATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of our financial condition and results of operations in conjunction with the audited consolidated financial statements and related notes thereto included elsewhere in this registration statement, as well as “Item 1. Business” included elsewhere in this registration statement. Some of the information contained in this discussion and analysis or set forth elsewhere in this registration statement, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should read “Item 1A. Risk Factors” and the “Forward-Looking Statements” section of this registration statement for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by these forward-looking statements.

Company Overview

ExchangeRight Income Fund, doing business as ExchangeRight Essential Income REIT, a Maryland statutory trust, is a self-administered real estate company, formed on January 11, 2019, focusing on investing in single-tenant, primarily investment-grade net-leased real estate. The Company, through the Operating Partnership, owned 336 properties in 34 states as of December 31, 2022. These properties were 99.8% leased as of December 31, 2022 and are occupied by 36 different national primarily investment-grade necessity-based retail tenants and are additionally diversified by industry, geographic region and lease term.

The Company has elected and is qualified to be taxed as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2019. The Company is the sole general partner and a limited partner of Operating Partnership, a Delaware partnership formed on January 9, 2019. Substantially all of the Company’s business is conducted through the Operating Partnership. The Trust Properties are owned and controlled by the Company and are managed by the Property Manager and the Asset Manager, which are both wholly-owned subsidiaries of ExchangeRight, pursuant to executed Management Agreements with each respective entity.

The following table provides historical consolidated summary financial data for the Company. The data is derived from the Company’s audited financial statements as of and for the years ended December 31, 2022 and 2021. You should not assume the results of operations for any past periods indicate results for any future period. You should read this information in conjunction with the Company’s consolidated financial statements and related notes thereto included in this registration statement on Form 10, and in conjunction with the disclosures set forth in this “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

	Years ended December 31,
	2022			2021
Operating Data:
Revenues	$	66,467,000		$	35,006,000
Operating expenses:
Property operating expenses		(7,369,000	)		(3,349,000	)
Management fees to affiliates		(2,082,000	)		(1,109,000	)
General and administrative expenses		(997,000	)		(652,000	)
Depreciation and amortization		(30,483,000	)		(14,535,000	)
Interest expense		(20,614,000	)		(8,687,000	)
Net income		4,922,000			6,674,000
Net (income) attributable to noncontrolling interests		(1,361,000	)		(1,608,000	)
Net income attributable to common shareholders	$	3,561,000		$	5,066,000
Net income per common share - basic and diluted	$	0.28		$	0.66
Distributions to common shareholders	$	22,413,000		$	13,280,000

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	Years ended December 31,
	2022		2021
Other Data:
FFO (a)	$	35,493,000	$	21,271,000
Adjusted FFO (a)	$	34,451,000	$	19,897,000
	December 31,
	2022		2021
Balance Sheet Data:
Assets
Real estate investments, net	$	989,086,000	$	517,830,000
Intangible assets, net		76,387,000		42,625,000
Notes receivable from affiliates		32,730,000		72,990,000
Cash, cash equivalents and restricted cash		36,645,000		22,059,000
Other assets		13,562,000		10,757,000
Total assets	$	1,148,410,000	$	666,261,000
Liabilities
Mortgage loans payable	$	497,067,000	$	223,462,000
Revolving credit facilities		73,311,000		87,060,000
Intangible liabilities, net		25,337,000		18,603,000
Pending trade deposits		6,446,000		9,488,000
Other		17,175,000		11,757,000
Total liabilities	$	619,336,000	$	350,370,000
Equity
Shareholders’ equity	$	340,843,000	$	248,927,000
Noncontrolling interests		188,231,000		66,964,000
Total equity	$	529,074,000	$	315,891,000

(a) FFO is a widely recognized supplemental non-GAAP measure utilized to evaluate the financial performance of a REIT. The Company presents FFO in accordance with the definition adopted by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT generally defines FFO as net income (determined in accordance with GAAP), excluding gains (losses) from sales of real estate properties, impairment write-downs on real estate properties directly attributable to decreases in the value of depreciable real estate, plus real estate related depreciation and amortization, and adjustments for partnerships and joint ventures to reflect FFO on the same basis. The Company considers FFO to be an appropriate measure of its financial performance because it captures features particular to real estate performance by recognizing that real estate generally appreciates over time or maintains residual value to a much greater extent than other depreciable assets.

The Company also considers Adjusted Funds From Operations (“Adjusted FFO”) to be an additional meaningful financial measure of financial performance as it provides supplemental information concerning our operating performance, exclusive of certain non-cash items and other costs. The Company believes Adjusted FFO further assists in comparing the Company’s performance across reporting periods on a consistent basis by excluding such items.

FFO and Adjusted FFO should be reviewed with net income attributable to common shareholders, the most directly comparable GAAP financial measure, when trying to understand the Company’s operating performance. FFO and Adjusted FFO do not represent cash generated from operating activities and should not be considered as an alternative to net income attributable to common shareholders or to cash flow from operating activities. The Company’s computations of FFO and Adjusted FFO may differ from the computations utilized by other REITs and, accordingly, may not be comparable to such REITs.

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A reconciliation of net income attributable to common shareholders to FFO and Adjusted FFO for the years ended December 31, 2022 and 2021, is as follows:

	Years ended December 31,
	2022			2021
Net income attributable to common shareholders	$	3,561,000		$	5,066,000
Depreciation and amortization		30,571,000			14,597,000
Net income attributable to noncontrolling interests		1,361,000			1,608,000
FFO applicable to diluted common shares		35,493,000			21,271,000
Adjustments:
Straight-line rent adjustments		(764,000	)		(442,000	)
Above/below market lease amortization, net		(2,090,000	)		(1,183,000	)
Amortization of deferred financing costs		501,000			214,000
Above/below market debt amortization, net		1,030,000			(46,000	)
Straight-line ground rent adjustments		163,000			—
Amortization of tax incentive financing arrangement		118,000			83,000
Adjusted FFO applicable to diluted common shares	$	34,451,000		$	19,897,000
FFO per diluted common shares	$	1.99		$	2.11
Adjusted FFO per diluted common shares	$	1.93		$	1.98
Weighted average number of diluted common shares (a):
Common shares		12,908,540			7,634,357
OP Units		4,930,274			2,423,066
		17,838,814			10,057,423

(a) The weighted average number of diluted Common Shares used to compute FFO and Adjusted FFO applicable to diluted Common Shares includes OP Units which are excluded from the computation of diluted EPS.

2022 Activity

Portfolio Acquisitions

The Company, through the Operating Partnership, acquired 186 properties via merger agreements with 10 former 1031-exchangeable portfolios that were previously managed by ExchangeRight on behalf of investors for a total purchase price of $539.7 million during 2022. Additionally, the Operating Partnership (excluding ExchangeRight’s related party activity) issued 5,044,863 OP Units totaling $141.7 million in relation to these acquisitions. The Company assumed the following mortgages in connection with these acquisitions:

Date of assumption	Amortization	Maturity date		Balance at assumption		Contractual interest rate
2/9/2022	Interest only		10/1/2024	$	16,902,000		4.25	%
3/2/2022	Interest only		6/6/2027		32,722,000		3.98	%
4/1/2022	Interest only		6/1/2024		18,008,000		4.71	%
6/24/2022	Interest only		9/1/2027		36,860,000		3.99	%
7/26/2022	Interest only		12/1/2027		33,441,000		4.09	%
8/24/2022	Interest only		1/11/2028		35,840,000		4.05	%
8/31/2022	Interest only		12/1/2025		25,012,000		4.59	%
9/7/2022	Interest only		5/1/2025		25,519,000		4.15	%
9/14/2022	Interest only		4/8/2028		37,795,000		4.27	%
10/27/2022	Interest only		9/6/2025		24,420,000		4.38	%
				$	286,519,000

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All 2022 acquisitions were accounted for as asset acquisitions and the related purchase price allocated to the acquired tangible and identifiable intangible assets or assumed liabilities based on their relative fair value.

RSLCA Notes Receivable from Affiliated Party

In order to earn a return on the funds maintained for liquidity for the share repurchase program and other liquidity needs, the Company invested in a short-term mezzanine loan to ExchangeRight (“ExchangeRight Mezz Loans”) for ExchangeRight’s DST programs under the RSLCA. These notes receivable typically provide for liquidity within 60 to 120 days. The loan agreement, as amended, matures on April 4, 2027 and bears interest at a rate equal to 12.0% per annum, while outstanding. Effective April 4, 2022, the capacity under the RSLCA increased to a maximum of $250.0 million outstanding at any time. ExchangeRight made net repayments of $46.3 million during 2022 decreasing the balance of the RSLCA notes receivable to $26.7 million at December 31, 2022.

Notes Receivable from Affiliated Parties

On August 25, 2022, the Company entered into a real estate note as the lender with a two property net-leased DST managed by ExchangeRight. The real estate note is for $3.6 million, matures on August 25, 2027, bears interest at a fixed-rate of 6.00% and requires interest only payments. The Company had a $3.6 million receivable under this real estate note as of December 31, 2022, which is included in notes receivable from affiliates in the consolidated balance sheets.

On November 18, 2022, the Company entered into a junior unsecured line of credit agreement as the lender with a four property net-leased DST managed by ExchangeRight. The junior unsecured line of credit agreement is for a maximum of $2.6 million, matures on November 18, 2027, bears interest at a fixed-rate of 7.25% and requires interest only payments. The Company had a $2.4 million receivable under this junior unsecured line of credit agreement as of December 31, 2022, which is included in notes receivable from affiliates in the consolidated balance sheets.

Revolving Lines of Credit

In January 2021, the Company entered into a revolving line of credit with Pacific Western Bank. The revolving line of credit agreement, as amended on February 9, 2022, has a maturity date of January 15, 2024, with a maximum of $15.0 million outstanding at any time and bears interest at a rate equal to the prime rate plus 1.00% per annum with an interest rate floor of 3.75%, while outstanding. The revolving line of credit will require monthly interest only payments, while outstanding. The Company made net repayments totaling $7.5 million on its revolving line of credit with Pacific Western Bank during 2022. The Company had no outstanding balance under this revolving line of credit as of December 31, 2022.

On May 19, 2021, the Company and ExchangeRight entered into a revolving line of credit with Ameris Bank. For a summary of the material terms of this line of credit, see “2021 Activity – Revolving Lines of Credit” below. The Company made repayments of $6.2 million under a borrowing note within the Ameris Bank revolving line of credit on December 8, 2022. The Company has $73.3 million outstanding under this revolving line of credit as of December 31, 2022.

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Common Shares and Noncontrolling Interests

The following table provides a summary of certain Class I, Class A and Class S Common Shares attributes during the year ended December 31, 2022:

Maximum offering amount			Offering price
Effective date	Amount		Effective date	Class I		Class A		Class S
March 2, 2021	$	500,000,000	November 8, 2021	$	26.09	$	27.74	n/a
April 4, 2022	$	2,165,000,000	January 4, 2022	$	26.64	$	28.33	n/a
			April 4, 2022	$	27.82	$	29.58	$28.83
			August 3, 2022	$	28.18	$	29.96	$29.20

The Company issued 1,402,635 Class I Common Shares and 2,779,632 Class A Common Shares resulting in an aggregate of $119.0 million in net proceeds to the Company during the year ended December 31, 2022. No Class S Common Shares were issued during 2022.

The Company redeemed 74,039 Class I Common Shares and 62,231 Class A Common Shares for a total cash outlay of $3.7 million during the year ended December 31, 2022, representing 0.6% of the Company’s total Common Shares and noncontrolling interest issuances since inception through December 31, 2022 (excluding ExchangeRight’s ownership interest in the Operating Partnership).

The Operating Partnership (excluding ExchangeRight’s related party activity) issued 5,044,863 OP Units totaling $141.7 million in relation to acquisitions during the year ended December 31, 2022. ExchangeRight redeemed 315,000 OP Units for $8.2 million during the year ended December 31, 2022. ExchangeRight owned 77,308 OP Units for a total investment of $2.0 million as of December 31, 2022.

2021 Activity

Portfolio Acquisitions

The Company acquired 58 properties via merger agreements with four former 1031-exchangeable portfolios that were previously managed by ExchangeRight on behalf of investors for a total purchase price of $156.6 million during 2021. Additionally, the Operating Partnership issued 1,212,705 OP Units totaling $31.3 million in relation to these acquisitions. In connection with these acquisitions, the Company assumed the following mortgages:

Date of assumption	Amortization	Maturity date		Balance at assumption		Contractual interest rate
3/25/2021	Interest only		12/1/2026	$	28,110,000		4.06	%
3/30/2021	30 Year Amort		10/1/2023		8,035,000		5.54	%
11/1/2021	Interest only		4/1/2027		31,200,000		4.38	%
12/9/2021	30 Year Amort		3/1/2024		11,199,000		4.91	%
				$	78,544,000

In addition, 10 properties for a total purchase price of $132.1 million were acquired from unaffiliated entities not managed by ExchangeRight. ExchangeRight earned a 1.0% acquisition fee on these ten property acquisitions totaling $1.3 million. Furthermore, ExchangeRight received $1.1 million during 2021 in commissions that were paid by sellers and were reallowed to ExchangeRight through JRW Realty, Inc. (“JRW Realty”), a licensed real estate broker and an affiliate of ExchangeRight, in connection with these acquisitions.

All 2021 acquisitions were accounted for as asset acquisitions and the related purchase price allocated to the acquired tangible and identifiable intangible assets or assumed liabilities based on their relative fair value.

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Sales-Type Leases

The Company, as lessor, has entered into long-term leases with affiliated parties that transfer the rights, title and interest of certain in-line, non-anchor tenants at certain multi-tenant properties the Company has acquired. These leases range from 50 years to 99 years, and all include 10 five-year renewal options. These in-line tenants do not fit within the Company’s investment criteria of being investment-grade necessity-based retail tenants. Simultaneously upon the acquisition of these properties, the Company transferred the rights, title and interest of the in-line tenants for consideration in the form of lump sum payments which equaled the fair value associated with the in-line tenants at their respective properties. The Company has classified these lease transactions as sales-type leases. Additionally, as the lump sum payment totaled the fair value of the in-line tenants at each respective property, these transactions had no effect on the Company’s consolidated statements of operations and other comprehensive income for the years ended December 31, 2021. The Company entered into three such sales-type lease transactions for the year ended December 31, 2021 and received lump sum lease payments totaling $16.2 million for the year ended December 31, 2021.

RSLCA Notes Receivable from Affiliated Party

In order to earn a return on the funds maintained for liquidity for the share repurchase program and other liquidity needs, the Company invested in ExchangeRight Mezz Loans for ExchangeRight’s DST programs under a RSLCA. These notes receivable typically provide for liquidity within 60 to 120 days. The loan agreement, as amended, matures on April 4, 2027, with a current maximum of $250.0 million outstanding at any time and bears interest at a rate equal to 12.0% per annum, while outstanding. The Company made net advances of $53.2 million during 2021 increasing the balance of the notes receivable to $73.0 million at December 31, 2021.

Revolving Lines of Credit

In January 2021, the Company entered into a revolving line of credit with Pacific Western Bank. The revolving line of credit agreement, as amended on February 9, 2022, has a maturity date of January 15, 2024, with a maximum of $15.0 million outstanding at any time, and bears interest at a rate equal to the prime rate plus 1.00% per annum with an interest rate floor of 3.75%, while outstanding. The revolving line of credit will require monthly interest only payments, while outstanding. The Company had $7.5 million outstanding under this revolving line of credit as of December 31, 2021.

On May 19, 2021, the Company and ExchangeRight entered into a revolving line of credit with Ameris Bank. The Company is only legally responsible for the specific borrowings related to the Company, whereas ExchangeRight is a guarantor on all outstanding borrowings. The revolving line of credit agreement, as amended, is for an initial term of two years, with a maximum of $85.0 million outstanding at any time, and will require monthly payments. Repayment of each borrowing note within the line of credit is as follows:

Loan to cost %	Repayment terms
80%	Three months interest only followed by a 25-year amortization
75%	Six months interest only followed by a 30-year amortization
70% or less	12 months interest only followed by a 30-year amortization

From inception through October 2022, the interest during the interest-only period is payable at a rate equal to the prime rate. Effective October 2022, the interest during the interest-only period is payable at a rate equal to the prime rate less 50 basis points. The amortization principal period requires payments at a current interest rate of 7.0% as of December 31, 2022. Each borrowing under the facility had an initial term of 12 months, with two, six-month extension options.

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Common Shares and Noncontrolling Interests

The following table provides a summary of certain Class I and Class A Common Shares attributes during the year ended December 31, 2021:

Maximum offering amount			Offering price
Effective date	Amount		Effective date	Class I		Class A
May 18, 2020	$	200,000,000	Inception	$	25.00	$	26.58
March 2, 2021	$	500,000,000	March 2, 2021	$	26.00	$	27.64
			November 8, 2021	$	26.09	$	27.74

The Company issued 2,041,673 Class I Common Shares and 3,596,644 Class A Common Shares resulting in an aggregate of $151.2 million in net proceeds during the year ended December 31, 2021.

The Company redeemed 43,308 Class I Common Shares for a total cash outlay of $1.1 million during the year ended December 31, 2021, representing 0.3% of the Company’s total Common Shares and noncontrolling interest issuances since inception through December 31, 2021 (excluding ExchangeRight’s ownership interest in the Operating Partnership). There were no Class A Common Shares redeemed during the year ended December 31, 2021.

The Operating Partnership (excluding ExchangeRight’s related party activity) issued 1,212,705 OP Units totaling $31.3 million in relation to acquisitions during the year ended December 31, 2021. Furthermore, ExchangeRight purchased an additional 1,550,000 OP Units for $40.3 million and redeemed 1,189,692 OP Units for $30.9 million during the year ended December 31, 2021. ExchangeRight owned 392,308 OP Units for a total investment of $10.2 million as of December 31, 2021.

Recent Developments

Acquisition

On March 31, 2023, the Company acquired a property from an unaffiliated entity not managed by ExchangeRight for a total purchase price of $2.3 million. ExchangeRight earned a 1.0% acquisition fee on this property acquisition totaling $22,000.

Mortgage Loans Payable

On February 1, 2023, the Company entered into a mortgage secured by five properties for $38.5 million. The mortgage matures on February 1, 2028, bears interest at a fixed-rate of 6.12% and requires interest only payments.

On February 9, 2023, the Company entered into a mortgage for $26.9 million. The mortgage matures on February 1, 2028, bears interest at a variable-rate of 1.70% in excess of the Secured Overnight Financing Rate and requires interest only payments. The loan is secured by four properties. Additionally, concurrent with the closing of the mortgage, the Company entered into an interest rate swap agreement which converted the variable-rate mortgage to a fixed-rate mortgage of 5.80% through its maturity.

The Company repaid a $6.4 million mortgage loan payable by its contractual maturity date of February 1, 2023 utilizing cash.

Revolving Lines of Credit

During the first quarter of 2023, the Company made repayments totaling $73.3 million under borrowing notes within the Ameris Bank revolving line of credit. These repayments reduced the outstanding balance under this revolving credit facility to zero.

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Results of Operations

Comparison of 2022 and 2021

The variances in the Company’s results of operations for the years ended December 31, 2022 and 2021 were primarily attributable to the acquisition of 186 properties for $539.7 million in 2022, in addition to a full year of operating results for the 68 properties acquired on various dates during 2021 for $288.6 million. The following table details the Company’s results of operations for the years ended December 31, 2022 and 2021, respectively:

	Years ended December 31,
	2022			2021			Change
Rental revenue	$	57,376,000		$	28,144,000		$	29,232,000
Interest income on notes receivable from affiliates		9,006,000			6,800,000			2,206,000
Other		85,000			62,000			23,000
Property operating expenses		(7,369,000	)		(3,349,000	)		(4,020,000	)
Management fees to affiliates		(2,082,000	)		(1,109,000	)		(973,000	)
General and administrative expenses		(997,000	)		(652,000	)		(345,000	)
Depreciation and amortization		(30,483,000	)		(14,535,000	)		(15,948,000	)
Interest expense		(20,614,000	)		(8,687,000	)		(11,927,000	)
Net income	$	4,922,000		$	6,674,000		$	(1,752,000	)

The following table details the Company’s rental revenue, property operating expenses, and depreciation and amortization for the year ended December 31, 2022 segmented by year of property acquisition:

	Properties acquired during the years ended December 31,						Total for year ended December 31, 2022
	2022		2021		2020 and prior
Base rents	$	14,485,000	$	16,995,000	$	16,217,000	$	47,697,000
Tenant reimbursables		1,712,000		2,649,000		2,097,000		6,458,000
Straight-line rent adjustments		232,000		391,000		141,000		764,000
Above/below market lease amortization, net		380,000		814,000		896,000		2,090,000
Lease termination income		—		367,000		—		367,000
Rental revenue	$	16,809,000	$	21,216,000	$	19,351,000	$	57,376,000
Property operating expenses	$	2,014,000	$	3,117,000	$	2,238,000	$	7,369,000
Depreciation and amortization	$	9,874,000	$	10,977,000	$	9,632,000	$	30,483,000

The following table details the Company’s rental revenue, property operating expenses, and depreciation and amortization for the year ended December 31, 2021 segmented by year of property acquisition:

	Properties acquired during the years ended December 31,						Total for year ended December 31, 2021
	2022		2021		2020 and prior
Base rents	$	—	$	7,323,000	$	16,215,000	$	23,538,000
Tenant reimbursables		—		1,054,000		1,927,000		2,981,000
Straight-line rent adjustments		—		245,000		197,000		442,000
Above/below market lease amortization, net		—		278,000		905,000		1,183,000
Lease termination income		—		—		—		—
Rental revenue	$	—	$	8,900,000	$	19,244,000	$	28,144,000
Property operating expenses	$	—	$	1,181,000	$	2,168,000	$	3,349,000
Depreciation and amortization	$	—	$	4,602,000	$	9,933,000	$	14,535,000

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The following table details the variances between the Company’s rental revenue, property operating expenses, and depreciation and amortization for the year ended December 31, 2022 versus December 31, 2021 segmented by year of property acquisition:

	Properties acquired during the years ended December 31,							Total variance between years ended December 31, 2022 and 2021
	2022		2021		2020 and prior
Base rents	$	14,485,000	$	9,672,000	$	2,000		$	24,159,000
Tenant reimbursables		1,712,000		1,595,000		170,000			3,477,000
Straight-line rent adjustments		232,000		146,000		(56,000	)		322,000
Above/below market lease amortization, net		380,000		536,000		(9,000	)		907,000
Lease termination income		—		367,000		—			367,000
Rental revenue	$	16,809,000	$	12,316,000	$	107,000		$	29,232,000
Property operating expenses	$	2,014,000	$	1,936,000	$	70,000		$	4,020,000
Depreciation and amortization	$	9,874,000	$	6,375,000	$	(301,000	)	$	15,948,000

Rental revenue and property operating expenses increases were primarily attributable to the acquisition of 186 properties totaling $539.7 million in 2022, in addition to a full year of operating results for the 68 properties acquired totaling $288.7 million on various dates during 2021.

Interest income on notes receivable from affiliates includes interest earned from (1) outstanding borrowings under the RSLCA which bears interest at a rate equal to 12.0% per annum, (2) a $3.6 million real estate note receivable from an affiliated party and (3) a $2.4 million note receivable from an affiliated party. Interest income from the RSLCA was $2.1 million higher during 2022 as a result of an approximate $17.4 million increase in the average daily outstanding balance of the RSLCA during 2022 versus 2021. In addition, interest income from borrowings under the notes receivable from affiliated parties was $0.1 million and $0 during 2022 and 2021, respectively.

Management fees to affiliates increased $973,000, or 88% for the year ended December 31, 2022 versus December 31, 2021. Management fees to affiliates were higher in 2022 as a result of 186 property acquisitions totaling $539.7 million during 2022 and 68 property acquisitions totaling $288.7 million during 2021. Asset and property management fees increased $0.7 million and $0.3 million in 2022 versus 2021, respectively. There was no change in the calculation of asset and property management fees to the Company in 2022 or 2021.

General and administrative expenses increased $345,000, or 53% for the year ended December 31, 2022 versus December 31, 2021. General and administrative expenses were higher in 2022 due to an increase in audit fees and independent valuation service fees.

Depreciation and amortization increased $15.9 million, or 110% for the year ended December 31, 2022 versus December 31, 2021. The increase is directly attributable to the acquisition of 186 properties in 2022, in addition to a full year of depreciation and amortization for the 68 properties acquired on various dates during 2021. Acquisitions in 2022 and 2021 resulted in $429.9 million and $258.0 million of additional depreciable assets based on the allocation of the purchase price and acquisitions costs.

Interest expense increased during 2022 versus 2021 as a result of (1) the assumption of $286.5 million of mortgage loans payable from the acquisition of 186 properties via merger agreements with 10 former 1031-exchangeable portfolios in 2022, (2) the assumption of $78.5 million of mortgage loans payable from the acquisition of 58 properties via merger agreements with four former 1031-exchangeable portfolios in 2021, (3) the increase of 425 basis points in the prime rate from December 31, 2021 (3.25%) to December 31, 2022 (7.50%) which is directly attributable to the increase in contractual interest expense relating to the Ameris Bank

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and Pacific Western Bank revolving credit facilities and (4) the payment of $0.4 million in financing costs related to the Ameris Bank and Pacific Western Bank revolving credit facilities during 2022 which resulted in the increase in the amortization of deferred financing charges during 2022.

The following table details the variances in interest expense for the year ended December 31, 2022 versus December 31, 2021 segmented by (1) revolving credit facility and (2) year of property acquisition:

	Ameris Bank Line of Credit		Pacific Western Bank Line of Credit		Properties acquired during the years ended December 31,								Total variance between years ended December 31, 2022 and 2021
					2022		2021			2020 and prior
Contractual interest expense	$	2,480,000	$	328,000	$	5,729,000	$	2,036,000		$	(8,000	)	$	10,565,000
Amortization of deferred financing costs		268,000		20,000		—		—			(2,000	)		286,000
Amortization of discount/premium		—		—		1,179,000		(103,000	)		—			1,076,000
	$	2,748,000	$	348,000	$	6,908,000	$	1,933,000		$	(10,000	)	$	11,927,000

Liquidity and Capital Resources

The Company funds short-term liquidity requirements, including debt service, capital expenditures, distributions to our shareholders and distributions to holders of noncontrolling interests primarily from its operations. The Company funds acquisitions primarily from the sale of shares of its Class A and Class I common stock, the issuance of additional OP Units, and through the assumption or incurrence of debt. As of December 31, 2022, the Company has received, since inception, gross proceeds of $393.5 million from the aggregate sale of its Class A and Class I Common Shares. The Company believes that the current liquidity position is sufficient to meet its expected acquisition activity. We expect to fund our current liquidity requirements from a combination of cash on hand and cash flow generated from operations.

The Company and the net-leased properties that it manages were resilient through the COVID-19 pandemic as a result of the Company’s focus on properties that are long-term net-leased to primarily investment-grade tenants operating essential businesses that remained open and operated during the COVID-19 pandemic. The COVID-19 pandemic caused significant disruptions to the U.S. and global economy, and contributed to significant volatility and negative pressure in financial markets. The Company received payment of 100% of contractual based rents during the years ended December 31, 2022 and 2021.

In order to earn a return on the funds maintained for liquidity to fund the share repurchase program and other liquidity needs, the Company has invested in a short-term mezzanine loan to ExchangeRight for ExchangeRight’s DST programs under the RSLCA. These notes receivable typically provide for liquidity within 60 to 120 days. The loan agreement, as amended, matures on April 4, 2027, with a maximum of $250.0 million outstanding at any time, and bears interest at a rate equal to 12.0% per annum, while outstanding. The Company’s investment totaled $26.7 million as of December 31, 2022.

The Company’s notes receivable under the RSLCA are secured by interests in an entity that indirectly owns net-leased necessity-based retail properties similar to the Company’s acquired properties, as well as a pledge agreement and subordination agreement provided by ExchangeRight. As a result, the risk profile of an investment in this program is intended to be similar to ownership of the Company’s acquired properties while providing liquidity and an enhanced risk-adjusted return over investments with similar liquidity.

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In order to continue qualifying as a REIT, the Company is required to distribute at least 90% of its “REIT taxable income”, as defined in the Code. The Company paid monthly distributions relating to its Common Shares during the year ended December 31, 2022. While the Company intends to continue paying regular monthly distributions, future distributions declarations will continue to be at the discretion of the Trustee, and will depend on the cash flow and financial condition of the Company, capital requirements, annual distribution requirements under the REIT provisions of the Code and such other factors as the Trustee may deem relevant.

In January 2021, the Company entered into a revolving line of credit with Pacific Western Bank. The revolving line of credit agreement, as amended on February 9, 2022, has a maturity date of January 15, 2024, with a maximum of $15.0 million outstanding at any time, and bears interest at a rate equal to the prime rate plus 1.00% per annum with an interest rate floor of 3.75%, while outstanding. The revolving line of credit will require monthly interest only payments, while outstanding. The Company had no outstanding balance under this revolving line of credit as of December 31, 2022.

Additionally, on May 19, 2021, the Company and ExchangeRight entered into a revolving line of credit with Ameris Bank. The Company is only legally responsible for the specific borrowings related to the Company, whereas ExchangeRight is a guarantor on all outstanding borrowings. The revolving line of credit agreement, as amended, is for an initial term of two years, with a maximum of $85.0 million outstanding at any time, and will require monthly payments. Repayment of each borrowing note within the line of credit is as follows:

Loan to cost %	Repayment terms
80%	Three months interest only followed by a 25-year amortization
75%	Six months interest only followed by a 30-year amortization
70% or less	12 months interest only followed by a 30-year amortization

The interest only period bears interest at a rate equal to the prime rate less 50 basis points. The amortization principal period requires payments at a current interest rate of 7.00% as of December 31, 2022. Each borrowing under the facility had an initial term of 12 months, with two, six-month extension options.

Fixed-rate mortgage loans payable are composed of the following as of December 31, 2022:

				December 31, 2022
Description	Amortization	Maturity dates		Balance outstanding		Contractual interest rate
Fixed-rate mortgage (a)	30 Year Amort		2/1/2023	$	6,369,000		4.93	%
Fixed-rate mortgage (b)	30 Year Amort		10/1/2023		7,823,000		5.54	%
Fixed-rate mortgage	30 Year Amort		3/1/2024		11,019,000		4.91	%
Fixed-rate mortgage	Interest-only		6/1/2024		18,008,000		4.71	%
Fixed-rate mortgage	Interest-only		10/1/2024		16,902,000		4.25	%
Fixed-rate mortgage	Interest-only		2/2/2025		21,550,000		3.97	%
Fixed-rate mortgage	Interest-only		5/1/2025		25,519,000		4.15	%
Fixed-rate mortgage	Interest-only		9/2/2025		24,420,000		4.38	%
Fixed-rate mortgage	Interest-only		12/1/2025		25,012,000		4.59	%
Fixed-rate mortgage	Interest-only		5/10/2026		24,850,000		4.66	%
Fixed-rate mortgage	Interest-only		9/1/2026		24,485,000		3.82	%
Fixed-rate mortgage	Interest-only		12/1/2026		28,110,000		4.06	%
Fixed-rate mortgage	Interest-only		4/1/2027		31,200,000		4.38	%
Fixed-rate mortgage	Interest-only		6/6/2027		32,722,000		3.98	%
Fixed-rate mortgage	Interest-only		9/1/2027		36,860,000		3.99	%
Fixed-rate mortgage	Interest-only		12/1/2027		33,441,000		4.09	%
Fixed-rate mortgage	Interest-only		1/11/2028		35,840,000		4.05	%

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					December 31, 2022
Description	Amortization		Maturity dates		Balance outstanding			Contractual interest rate
Fixed-rate mortgage		Interest-only		4/8/2028		37,795,000			4.27	%
Fixed-rate mortgage		Interest-only		10/1/2029		30,231,000			3.13	%
Fixed-rate mortgage		Interest-only		1/1/2031		37,564,000			3.45	%
						509,720,000			4.13	%
Unamortized issuance costs, net						(521,000	)
Unamortized (discount)/premium, net						(12,132,000	)
					$	497,067,000

(a) Mortgage was repaid in full by its maturity date of February 1, 2023.

(b) Mortgage is currently callable by the lender as a result of the merger agreement.

The following table details the Company’s scheduled debt maturities as of December 31, 2022:

	Mortgage loans payable
Year	Scheduled principal		Balloon payments			Total		Revolving credit facilities			Total
2023	$	341,000	$	14,039,000	(a)	$	14,380,000	$	73,311,000	(b)	$	87,691,000
2024		31,000		45,710,000			45,741,000		—			45,741,000
2025		—		96,501,000			96,501,000		—			96,501,000
2026		—		77,445,000			77,445,000		—			77,445,000
2027		—		134,223,000			134,223,000		—			134,223,000
Thereafter		—		141,430,000			141,430,000		—			141,430,000
	$	372,000	$	509,348,000		$	509,720,000	$	73,311,000		$	583,031,000

(a) Includes (1) a $6.4 million mortgage that was repaid in full by its contractual maturity date in February 2023 and (2) a $7.7 million balloon payment for a mortgage with a contractual maturity date in October 2023 that is currently callable by the lender as a result of the merger agreement.

(b) The entire $73.3 million balance under the Ameris Bank revolving credit facility was repaid during the first quarter of 2023.

On February 1, 2023, the Company entered into a mortgage secured by five properties for $38.5 million. The mortgage matures on February 1, 2028, bears interest at a fixed-rate of 6.12% and requires interest only payments.

On February 9, 2023, the Company entered into a mortgage for $26.9 million. The mortgage matures on February 1, 2028, bears interest at a variable-rate of 1.70% in excess of the Secured Overnight Financing Rate and requires interest only payments. The loan is secured by four properties. Additionally, concurrent with the closing of the mortgage, the Company entered into an interest rate swap agreement which converted the variable-rate mortgage to a fixed-rate mortgage of 5.80% through its maturity.

Utilizing the net proceeds from the mortgages entered in February 2023 disclosed above, along with available cash, the Company made repayments totaling $73.3 million under borrowing notes within the Ameris Bank revolving line of credit during 2023. These repayments reduced the outstanding balance under this revolving credit facility to zero.

The mortgage loans payable mature at various dates from October 2023 through January 2031. The Company intends to repay the mortgage debt maturing in October 2023 with either available cash, proceeds from repayments under the RSLCA, or secured debt financing, or a combination of these options. Mortgage loans

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payable may require the Company to deposit certain replacement and other reserves with its lenders. Such “restricted cash” is generally available only for property-level requirements for which the reserves have been established and is not available to fund other property-level or Company-level obligations. The Company had $14.2 million in restricted cash as of December 31, 2022.

Cash Flows

The sources and uses of cash reflected in the Company’s consolidated statements of cash flows for the years ended December 31, 2022 and 2021 are summarized below:

	Years ended December 31,
	2022			2021
Cash flows provided by (used in):
Operating activities	$	36,103,000		$	19,653,000
Investing activities	$	(71,687,000	)	$	(232,171,000	)
Financing activities	$	50,170,000		$	227,129,000

Operating Activities

Net cash from operating activities was $36.1 million and $19.7 million for 2022 and 2021, respectively. The increase between 2022 and 2021 was primarily a result of (1) the acquisition of 186 properties in 2022, in addition to a full year of operating results for the 68 properties acquired on various dates in 2021 and (2) an increase in interest income of $2.2 million from the RSLCA and notes receivable from affiliated parties, which was partially offset by an increase in cash paid for interest of $10.1 million.

Investing Activities

Net cash flows used in investing activities were primarily the result of the Company’s property acquisitions, leasehold improvements, and net advances/repayments on the RLSCA and notes receivable from affiliated parties.

During 2022, the Company acquired properties for a total cash outlay of $111.4 million, had $6.0 million in advances for notes receivable with affiliated parties, and incurred expenditures of $0.6 million for improvements of real estate, which was partially offset by $46.3 million in net repayments under the RLSCA. During 2021, the Company acquired properties for a total cash outlay of $195.0 million, had $53.2 million in net advances under the RLSCA and incurred expenditures of $0.2 million for improvements of real estate, which was offset by proceeds from sales-type lease transactions totaling $16.2 million.

Financing Activities

During 2022, the Company had proceeds of $103.5 million from the issuance of Class A and Class I Common Shares, pending trade deposits of $6.4 million, distributions of $21.8 million to the holders of Class A and Class I Common Shares, net repayments of $13.7 million from its revolving credit facilities, redemptions of $8.1 million of OP Units, distributions of $7.9 million to the holders of OP Units, issuance costs of $3.8 million in relation to the offering and sale of OP Units, redemptions of $3.7 million of Class A and Class I Common Shares, mortgage loans payable repayments of $0.5 million and financing costs of $0.4 million relating to the Company’s revolving credit facilities.

During 2021, the Company had proceeds of $139.9 million from the issuance of Class A and Class I Common Shares, net proceeds of $87.1 million from its revolving credit facilities, proceeds of $39.6 million from the issuance of OP Units, pending trade deposits of $9.5 million, redemptions of $30.6 million of OP Units, distributions of $12.5 million to the holders of Class A and Class I Common Shares, distributions of $4.1 million to the holders of OP Units, redemptions of $1.1 million of Class A and Class I Common Shares, financing costs of $0.4 million relating to mortgage loans payable and mortgage loans payable repayments of $0.3 million.

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Distributions

The amount of distributions payable to the Company shareholders is determined by the Trustee and is dependent on a number of factors, including funds available for distribution, the Company’s financial condition, capital expenditure requirements, requirements of Maryland law and annual distribution requirements needed to qualify and maintain its status as a REIT. Our distribution policy is for our inception-to-date cash flow from operations to always exceed our distributions that have been declared or paid, rather than making distributions out of investor equity or financing, subject only to REIT qualification requirements or to avoid incurring federal income tax. The Trustee has authorized, and the Company has declared, distributions through March 31, 2023. The distributions are payable on approximately the 15th day following each month end to shareholders of record at the close of business on the last day of the prior month. Distributions in the aggregate amount of $3.2 million were declared but not yet paid as of December 31, 2022.

The following table provides a summary of the monthly distributions declared and paid per Class A Common Share and Class I Common Share for the years ended December 31, 2022 and 2021, respectively:

	Years ended December 31,
	2022				2021
	Class A		Class I		Class A		Class I
January	$	0.1445	$	0.1445	$	0.1435	$	0.1435
February	$	0.1445	$	0.1445	$	0.1435	$	0.1435
March	$	0.1445	$	0.1445	$	0.1445	$	0.1445
April	$	0.1449	$	0.1449	$	0.1445	$	0.1445
May	$	0.1449	$	0.1449	$	0.1445	$	0.1445
June	$	0.1449	$	0.1449	$	0.1445	$	0.1445
July	$	0.1449	$	0.1449	$	0.1445	$	0.1445
August	$	0.1449	$	0.1449	$	0.1445	$	0.1445
September	$	0.1449	$	0.1449	$	0.1445	$	0.1445
October	$	0.1449	$	0.1449	$	0.1445	$	0.1445
November	$	0.1449	$	0.1449	$	0.1445	$	0.1445
December	$	0.1449	$	0.1449	$	0.1445	$	0.1445
	$	1.7376	$	1.7376	$	1.7320	$	1.7320

Contractual Obligations

The following table sets forth the Company’s significant debt repayments, interest payments and operating lease obligations at December 31, 2022:

Year	Mortgage loans payable			Revolving credit facilities			Interest payments (c)		Operating ground lease obligation		Total
2023	$	14,380,000	(a)	$	73,311,000	(b)	$	21,717,000	$	285,000	$	109,693,000
2024		45,741,000			—			19,169,000		285,000		65,195,000
2025		96,501,000			—			16,250,000		285,000		113,036,000
2026		77,445,000			—			12,901,000		285,000		90,631,000
2027		134,223,000			—			8,448,000		285,000		142,956,000
Thereafter		141,430,000			—			6,030,000		29,004,000		176,464,000
Total	$	509,720,000		$	73,311,000		$	84,515,000	$	30,429,000	$	697,975,000

(a) Includes (1) a $6.4 million mortgage that was repaid in full by its contractual maturity date in February 2023 and (2) a $7.7 million balloon payment for a mortgage with a contractual maturity date in October 2023 that is currently callable by the lender as a result of the merger agreement.

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(b) The entire $73.3 million balance under the Ameris Bank revolving credit facility was repaid during the first quarter of 2023.

(c) The interest rates used in this calculation are the rates in effect for all debt obligations as of December 31, 2022.

Additionally, on February 1, 2023, the Company entered into a mortgage secured by five properties for $38.5 million. The mortgage matures on February 1, 2028, bears interest at a fixed-rate of 6.12% and requires interest only payments.

Furthermore, on February 9, 2023, the Company entered into a mortgage for $26.9 million. The mortgage matures on February 1, 2028, and bears interest at a variable-rate of 1.70% in excess of the Secured Overnight Financing Rate and requires interest only payments. The loan is secured by four properties. Additionally, concurrent with the closing of the mortgage, the Company entered into an interest rate swap agreement which converted the variable-rate mortgage to a fixed-rate mortgage of 5.80% through its maturity.

Related and Affiliated Party Transactions and Agreements

The Company has entered into agreements with ExchangeRight and its affiliates whereby we have paid, and may continue to pay, certain fees to, or reimburse certain expenses of, ExchangeRight or its affiliates for acquisition and advisory fees and expenses, organization and offering costs and asset and property management fees and expenses.

ExchangeRight incurs certain organization and offering costs in connection with the Company’s current private securities offering of its Common Shares and the organization of the Company. These costs include, but are not limited to, fees related to special purpose entity formation, legal and accounting fees, valuation fees related to any expansion of the offering, marketing expenses and other costs and expenses directly related to the offering and organization of the Company. All of these expenses are paid by ExchangeRight or its affiliates. ExchangeRight earns a percentage of the gross proceeds from the offering which is expected to offset the organizational and offering costs incurred described above. This amount is equal to 1.00% of the gross proceeds from the sale of Class I Common Share offerings, 0.94% of the gross proceeds from the sale of Class A Common Share offerings and 0.97% of the gross proceeds from the sale Class S Common Share offerings. Offering costs of $2.6 million and $1.9 million were included in equity for 2022 and 2021, respectively, for which the Company was obligated to reimburse ExchangeRight. As of December 31, 2022, the Company is obligated to reimburse ExchangeRight for $20,000 of these reimbursable offering costs.

See “Item 7. Certain Relationships and Related Transactions, and Trustee Independence” for a discussion of the various related-party transactions, agreements and fees.

Off-Balance Sheet Arrangements

Other than the items disclosed in the Contractual Obligations section above, the Company had no off-balance sheet arrangements as of December 31, 2022 that are reasonably likely to have a current or future material effect on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The Company’s most critical accounting policies are summarized below. Other accounting policies are summarized in Note 2, “Summary of Significant Accounting Policies,” to the Company’s consolidated financial statements in this registration statement on Form 10.

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Principles of Consolidation

The consolidated financial statements include the accounts of the Company, the Operating Partnership, its subsidiaries and any single member limited liability companies or other entities which are consolidated in accordance with GAAP. The Company consolidates variable interest entities (“VIEs”) when it is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. Generally, a VIE is an entity with one or more of the following characteristics: (1) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) as a group, the holders of the equity investment at risk (a) lack the power through voting or similar rights to make decisions about the entity’s activities that significantly impact the entity’s performance, (b) have no obligation to absorb the expected losses of the entity, or (c) have no right to receive the expected residual returns of the entity, or (3) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately fewer voting rights. A VIE is required to be consolidated by its primary beneficiary. The primary beneficiary of a VIE has (1) the power to direct the activities that most significantly impact the entity’s economic performance, and (2) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. Significant judgments related to these determinations include estimates about the current values, performance of real estate held by these VIEs, and general market conditions.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s most significant assumptions and estimates relate to the useful lives of real estate assets, lease accounting, real estate impairment assessments and allocation of fair value of purchase consideration. These estimates are based on historical experience and other assumptions which management believes are reasonable. The Company evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.

Investment in Real Estate

Real estate assets are stated at cost, less accumulated depreciation and amortization. Assets are recognized at fair value at acquisition date.

The Company evaluates each acquisition transaction to determine whether the acquired asset meets the definition of a business and therefore accounted for as a business combination or if the acquisition transaction should be accounted for as an asset acquisition. Under Accounting Standards Update (“ASU”) 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), an acquisition does not qualify as a business when substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that qualify as asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred.

The Company allocates the purchase price of acquired properties accounted for as asset acquisitions to tangible and identifiable intangible assets or liabilities based on their relative fair values. Tangible assets may include land, buildings, site improvements and tenant improvements. Intangible assets include the value of

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in-place leases and above-market leases and intangible liabilities include below-market leases. The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to the tangible assets based on the relative fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions as well as costs to execute similar leases based on the specific characteristics of each tenant’s lease. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including tenant improvements, leasing commissions, legal and other related expenses.

The values of acquired above-market and below-market leases are recorded based on the present values (using discount rates which reflect the risks associated with the leases acquired) of the differences between the contractual amounts to be received and management’s estimate of market lease rates, measured over the terms of the respective leases that management deemed appropriate at the time of the acquisitions. Such valuations include consideration of the noncancelable terms of the respective leases as well as any applicable renewal periods. The fair values associated with below-market rental renewal options are determined based on the Company’s experience and the relevant facts and circumstances that existed at the time of the acquisitions. The values of the above-market and below-market leases are amortized over the term of the respective leases, including certain renewal options (as applicable), as an adjustment to rental revenue on the Company’s consolidated statements of operations and comprehensive income. The value of other intangible assets (including leasing commissions, tenant improvements, etc.) is amortized to expense over the applicable terms of the respective leases. If a lease were to be terminated prior to its stated expiration or not renewed, all unamortized amounts relating to that lease would be recognized in operations at that time. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources and also considers information and other factors including market conditions, the industry that the tenant operates in, characteristics of the real estate; e.g., location, size, demographics, value and comparative rental rates; tenant credit profile and the importance of the location of the real estate to the operations of the tenant’s business. Additionally, the Company considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the relative fair value of the tangible and intangible assets and liabilities acquired. The Company’s methodology for measuring and allocating the fair value of real estate acquisitions includes both observable market data (categorized as level 2 on the three-level valuation hierarchy of Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement), and unobservable inputs that reflect the Company’s own internal assumptions (categorized as level 3 under ASC Topic 820). Given the significance of the unobservable inputs the Company believes the allocations of fair value of real estate acquisitions should be categorized as level 3 under ASC Topic 820.

Management reviews each real estate investment for impairment whenever events or circumstances indicate that the carrying value of a real estate investment may not be recoverable. The review of recoverability of real estate investments held for use is based on an estimate of the future cash flows that are expected to result from the real estate investment’s use and eventual disposition. These cash flows consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, capital expenditures, competition and other factors. If an impairment event exists due to the projected inability to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds estimated fair value.

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Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets. The Company considers the period of future benefit of each respective asset to determine its appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows:

Description	Depreciable life
Buildings	39 years
Building and site improvements	Ranging from 5 to 20 years
Tenant improvements	Shorter of the term of the related lease or useful life
Intangible lease assets and liabilities	Term of the related lease

Expenditures for improvements that substantially extend the useful lives of the assets are capitalized. Expenditures for maintenance, repairs and betterments that do not substantially prolong the normal useful life of an asset are charged to operations as incurred.

Revenue Recognition and Receivables

Management has determined that predominantly all of the Company’s leases with its various tenants are operating leases. The Company recognizes minimum rent, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases on a straight-line basis over the term of the related leases when collectability is reasonably assured and records amounts expected to be received in later years as deferred rent receivable. Deferred rent receivable represents rent earned in excess of rent received as a result of straight-lining rents over the terms of the leases, in accordance with the guidance and is included in receivables on the accompanying consolidated balance sheets. Deferred rent liability represents rent received in excess of rent earned as a result of straight-lining rents over the terms of the leases. The Company records property operating expense reimbursements due from tenants for common area maintenance, real estate taxes and other recoverable costs in the period the related expenses are incurred.

A limited number of operating leases contain contingent rent provisions under which tenants are required to pay, as additional rent, a percentage of their sales in excess of a specified amount. The Company defers recognition of contingent rental income until those specified sales targets are met. Revenues also may include items such as lease termination fees, which tend to fluctuate more than rents from year to year. Termination fees are fees that the Company has agreed to accept in consideration for permitting certain tenants to terminate their lease prior to the contractual expiration. The Company recognizes lease termination income when the following conditions are met: (1) the lease termination agreement has been executed, (2) the lease termination fee is determinable, (3) all the Company’s landlord services pursuant to the terminated lease have been rendered, and (4) collectability of the lease termination fee is assured.

If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or by the Company. When the Company is the owner of the tenant improvements, the tenant is typically not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed.

When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to:

• whether the lease stipulates how a tenant improvement allowance may be spent;

• whether the amount of a tenant improvement allowance is in excess of market rates;

• whether the tenant or landlord retains legal title to the improvements at the end of the lease term;

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• whether the tenant improvements are unique to the tenant or general-purpose in nature; and

• whether the tenant improvements are expected to have any residual value at the end of the lease.

Noncontrolling Interests

The Company presents noncontrolling interests, which represents OP Units, and classifies such interests as a component of equity, separate from the Company’s shareholders’ equity. Noncontrolling interests were created as part of contribution and merger agreements with former 1031-exchangeable portfolios that were previously managed by ExchangeRight on behalf of investors and recognized at fair value as of the date of the transaction. The holders of OP Units have the right to exchange their OP Units for the same number of shares of the Company’s Class I Common Shares, subject to a one-year holding period from the date of initial investment.

Income Taxes

The Company has elected and is qualified to be taxed as a REIT, as it complies with the related provisions under the Internal Revenue Code of 1986, as amended. Accordingly, the Company generally is not and will not be subject to U.S. federal income tax to the extent of its distributions to shareholders and as long as certain asset, income and share ownership tests are met. To qualify as a REIT, the Company must annually distribute at least 90% of its REIT taxable income to its shareholders and meet certain other requirements. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income. The Company may also be subject to certain state, local and franchise taxes. If the Company fails to meet these requirements, it will be subject to U.S. federal income tax, which could have a material adverse impact on its results of operations and amounts available for distributions to its shareholders. Application of tax laws and regulations to various types of transactions is susceptible to varying interpretations. Therefore, amounts reported in the financial statements could be changed at a later date upon final determination by the taxing authorities. No such examinations by taxing authorities are presently in process.

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

Non-GAAP Financial Measures

FFO and Adjusted FFO

The Company presents FFO in accordance with the definition adopted by NAREIT. NAREIT generally defines FFO as net income (determined in accordance with GAAP), excluding gains (losses) from sales of real estate properties, impairment write-downs on real estate properties directly attributable to decreases in the value of depreciable real estate, plus real estate related depreciation and amortization, and adjustments for partnerships and joint ventures to reflect FFO on the same basis. The Company considers FFO to be an appropriate measure of its financial performance because it captures features particular to real estate performance by recognizing that real estate generally appreciates over time or maintains residual value to a much greater extent than other depreciable assets.

The Company also considers Adjusted FFO to be an additional meaningful financial measure of financial performance as it provides supplemental information concerning our operating performance, exclusive of certain non-cash items and other costs. The Company believes Adjusted FFO further assists in comparing the Company’s performance across reporting periods on a consistent basis by excluding such items.

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A reconciliation of net income attributable to common shareholders to FFO and Adjusted FFO for the years ended December 31, 2022 and 2021 is disclosed within “Item 2 Financial Information” above.

Net Asset Value

The Company calculates NAV per share in accordance with the valuation guidelines that have been approved by our Trustee. Our Trustee 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. To calculate our NAV for the purpose of establishing a purchase and redemption price for our shares, our Trustee has adopted a model which adjusts the value of certain of our investments in real estate assets from historical cost to fair value. Our Trustee oversees the process of determining our estimated NAV per share, which includes considering estimated values of our commercial real estate assets and investments, including related liabilities, based upon, in certain instances, reports of the discounted cash flows generated by the underlying real estate provided by an independent valuation firm. The Trustee, upon its receipt and review of such valuation report, will determine a reasonable range for our estimated NAV per share and an estimated NAV per share. The independent valuation firm is not responsible for, and does not prepare, our NAV per share. The final determination of our NAV per share is made by our Trustee. The estimated NAV per share will represent approximately the mid-point of the range of values reflecting the effect of using different discount rates and terminal capitalization rates in the sensitivity analysis. Such NAV may be declared prior to the finalization, and ultimate issuance, of our quarterly or annual financial statements which may result in an immaterial variance in the declared NAV per share to the final reconciliation of NAV per share after the review and issuance of such financial statements is completed. If any such variance was ever determined to be material, our Trustee would declare a revised NAV per share for the quarter. Our Trustee has used the mid-point of the independent valuation firm’s real estate value range in setting the NAV per share since our formation.

We will cause our real property portfolio to be valued quarterly by an independent valuation firm, which will apply the fair value methodologies detailed within the Financial Accounting Standards Board ASC Topic 820, Fair Value Measurements and Disclosures. An independent valuation firm will review information provided by our Trustee regarding the properties we own as of the end of the quarter including location, building size, tenancy, lease rates, lease term and various other relevant metrics. The independent valuation firm will also research and analyze market data and valuation benchmarks in connection with each quarterly valuation. The independent valuation firm will principally focus on the income approach with each quarterly valuation and may perform the following actions in connection with its quarterly valuations:

• Hold interviews with the employees of our Trustee regarding historical valuation methodology, expertise of the portfolio, and industry expertise;

• independently research comparable portfolio transactions and individual property transactions;

• review third party market reports; and

• Perform a discounted cash flow (“DCF”) approach on our portfolio.

In performing each quarterly valuation, our Trustee will provide the independent valuation firm with certain data, including but not limited to the following:

• Real property listing: a master list of all leased properties including all relevant details of each such property including location, lease terms, and other relevant factors.

• Leases and lease amendments: the lease files provide data such as property type, address, lease terms and rent details for the leased real property.

• Estoppels and move-in notices: the documents utilized to verify commencement of leases for build-to-suit properties.

• Property surveys: the documents that verify the size of each leased premise.

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The Company’s total NAV presented in the following tables includes the NAV of our Class A, I and S Common Shares, as well as the OP Units as of December 31, 2022. NAV per share/unit is identical for Class A, I and S Common Shares and OP Units. The Trustee previously declared a $28.50 NAV per share/unit for our Common Shares and OP Units as of December 31, 2022, which was $0.02 lower than the reconciled results utilizing the midpoint of the independent valuation of real estate. The following table provides a breakdown of the major components of the Company’s NAV as of December 31, 2022:

Components	December 31, 2022
Investments in real estate	$	1,140,500,000
RSLCA notes receivable from affiliates		26,723,000
Notes receivable from affiliates		6,007,000
Cash and cash equivalents		22,439,000
Restricted cash		14,206,000
Receivables		5,821,000
Other assets		1,378,000
Mortgage loan payable		(497,067,000	)
Revolving credit facilities		(73,311,000	)
Pending trade deposits		(6,446,000	)
Accounts payable, accrued expenses and other liabilities		(9,207,000	)
Distributions payable		(3,189,000	)
Due from affiliates		54,000
NAV	$	627,908,000
Class A Common Shares		9,268,108
Class I Common Shares		5,193,941
Class S Common Shares		—
OP Units		7,554,622
Total outstanding Common Shares/OP Units		22,016,671
NAV per share/unit	$	28.52

The following table reconciles shareholders’ equity per the Company’s consolidated balance sheet to the Company’s NAV as of December 31, 2022:

Reconciliation of Shareholders’ Equity to NAV	December 31, 2022
Total shareholders’ equity	$	340,843,000
Noncontrolling interests attributable to operating partnership		188,231,000
Total equity per GAAP		529,074,000
Adjustment:
Fair value adjustment of real estate investments		98,834,000
NAV	$	627,908,000

The Company’s investments in real estate are presented under historical cost in our GAAP consolidated financial statements. As such, any increases or decreases in the fair market value of the Company’s investments in real estate are not recorded in the Company’s GAAP results other than in the event of an impairment or upon a sale. The Company’s mortgage loans payable and revolving credit facilities are valued at GAAP carrying value in the Company’s NAV calculation for any financings that are anticipated to be held to maturity. In addition, because the Company plans to utilize interest rate hedges to stabilize interest payments (i.e. to fix all-in interest

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rates through interest rate swaps or to limit interest rate exposure through interest rate caps) on individual loans and intends to hold each interest rate hedge until maturity, each interest rate hedge will be valued at par and thus its market value in accordance with GAAP will be excluded from the calculation of NAV. The Company had no interest rate swap agreements as of December 31, 2022.

While the Company believes that the independent valuation firm’s assumptions and inputs are reasonable, a change in these assumptions and inputs may significantly impact the fair value of the real estate properties and the Company’s estimated NAV per share. For purposes of determining the Company’s NAV, the Company’s investments in real estate are recorded at fair value using a weighted average discount rate of 6.35% with a range of 6.25% to 6.45% and weighted average exit capitalization rate of 5.65% with a range of 5.55% to 5.75%. Assuming all other factors remain unchanged, the table below presents the estimated increase or decrease to the Company’s December 31, 2022 NAV for the changes in the weighted average discount and exit capitalization rate.

Input	Hypothetical change		NAV per share/unit
Discount rate (weighted average)		25 bps decrease	$	29.48
Discount rate (weighted average)		25 bps increase	$	27.54
Exit capitalization rate (weighted average)		25 bps decrease	$	29.92
Exit capitalization rate (weighted average)		25 bps increase	$	27.21

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ITEM 3. PROPERTIES

The Trust Properties are occupied by various different national primarily investment-grade necessity-based retail tenants and are additionally diversified by industry, geographic region and lease term. See “Item 1. Business – Real Estate Investments” for further information on the characteristics of the Company’s properties. The Company owned the following properties as of March 31, 2023:

Tenant	Location	Date of acquisition		GLA		Annual base rent		Lease expiration
Dollar General	Pleasant Grove, AL		Aug-19		9,100	$	86,400		3/31/2034
Walgreens	Geismar, LA		Aug-19		14,500	$	338,400		7/31/2032
Dollar General	Waterloo, IA		Aug-19		9,100	$	97,600		9/30/2029
Family Dollar	San Antonio, TX		Aug-19		8,300	$	120,000		6/30/2025
Family Dollar	Commerce City, CO		Sep-19		8,000	$	109,600		6/29/2028
Dollar General	Chicago, IL		Sep-19		9,600	$	144,300		2/28/2027
Family Dollar	Columbus, OH		Sep-19		8,500	$	123,600		1/31/2026
Dollar General	Oklahoma City, OK		Sep-19		8,600	$	116,800		9/30/2027
Family Dollar	Memphis, TN		Sep-19		9,200	$	122,200		12/31/2025
Dollar General	Houston, TX		Sep-19		8,400	$	141,800		6/30/2028
Family Dollar	Beaumont, TX		Sep-19		10,000	$	82,500		1/31/2026
Walgreens	Pleasant Prairie, WI		Sep-19		14,700	$	331,100		12/31/2029
Walgreens	Grafton, WI		Sep-19		14,900	$	365,000		3/31/2031
Walgreens	Dolton, IL		Sep-19		15,100	$	272,800		12/31/2029
Hy-Vee	Shakopee, MN		Sep-19		101,200	$	1,415,800		1/17/2039
Dollar General	Beaumont, TX		Sep-19		9,200	$	90,000		7/31/2034
Ross Stores	Ceres, CA		Oct-19		25,800	$	335,400		1/31/2029
Dollar General	Vernon, CT		Oct-19		9,300	$	107,000		4/30/2029
Tractor Supply	North Windham, CT		Oct-19		19,500	$	316,800		8/31/2029
AutoZone	Immokalee, FL		Oct-19		7,300	$	147,500		1/31/2028
Franciscan Alliance, Inc.	Indianapolis, IN		Oct-19		6,000	$	182,100		5/31/2024
CVS Pharmacy	Indianapolis, IN		Oct-19		10,800	$	277,400		1/31/2024
Advance Auto Parts	Denham Springs, LA		Oct-19		12,000	$	119,600		12/31/2029
Advance Auto Parts	New Iberia, LA		Oct-19		6,800	$	93,400		12/31/2024
Family Dollar	Terrytown, LA		Oct-19		9,200	$	110,500		6/30/2024
AutoZone	Garner, NC		Oct-19		6,900	$	162,000		3/31/2028
Advance Auto Parts	Allentown, PA		Oct-19		7,000	$	122,500		12/31/2025
Dollar General	McAdoo, PA		Oct-19		9,200	$	94,500		12/31/2028
Tractor Supply	Harrisburg, PA		Oct-19		21,700	$	337,900		4/30/2031
Dollar General	Alorton, IL		Dec-19		9,300	$	84,500		11/30/2026
Dollar General	Dupo, IL		Dec-19		9,200	$	77,500		3/31/2025
Napa Auto Parts	Belvidere, IL		Dec-19		4,900	$	91,400		2/2/2036
Napa Auto Parts	Freeport, IL		Dec-19		4,900	$	91,300		2/2/2036
Family Dollar	Baton Rouge, LA		Dec-19		9,300	$	97,300		9/30/2030
Dollar General	Denham Springs, LA		Dec-19		9,100	$	101,500		6/30/2030
Dollar General	Hammond, LA		Dec-19		9,200	$	97,700		4/30/2028
Dollar General	Hickory, NC		Dec-19		9,100	$	94,000		2/28/2027
Dollar General	Gastonia, NC		Dec-19		9,200	$	88,400		5/31/2027
Dollar General	Hickory, NC		Dec-19		9,000	$	102,400		9/30/2026
Advance Auto Parts	Heath, OH		Dec-19		6,800	$	67,200		12/31/2025
Advance Auto Parts	Steubenville, OH		Dec-19		6,900	$	115,500		7/31/2030
Kroger	Hamilton, OH		Dec-19		95,400	$	630,600		12/31/2026
Dollar General	Cincinnati, OH		Dec-19		9,200	$	101,900		7/31/2028

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Tenant	Location	Date of acquisition		GLA		Annual base rent			Lease expiration
Dollar General	Hamilton, OH		Dec-19		9,500	$	115,500			11/30/2028
Advance Auto Parts	Greenville, SC		Dec-19		6,800	$	93,100			12/31/2025
Fresenius Medical Care	Nashville, TN		Dec-19		8,800	$	295,600			6/30/2030
Walgreens	Fort Worth, TX		Dec-19		14,400	$	362,300			6/30/2028
Tractor Supply	Woods Cross, UT		Dec-19		22,500	$	313,500			10/31/2030
Family Dollar	Phoenix, AZ		Sep-20		8,400	$	145,700			MTM
Family Dollar	Greenville, SC		Sep-20		8,300	$	107,700			12/31/2025
Family Dollar	Columbia, SC		Sep-20		9,200	$	125,100			1/31/2026
Dollar General	Corpus Christi, TX		Sep-20		9,200	$	101,100			3/31/2029
Family Dollar	Abilene, TX		Sep-20		8,500	$	110,700			6/30/2025
Family Dollar	Laredo, TX		Sep-20		8,600	$	141,900			9/30/2025
Dollar Tree	Mission, TX		Sep-20		8,400	$	120,000			3/31/2027
Family Dollar	Edinburg, TX		Sep-20		8,300	$	109,100			3/31/2026
Vacant (a)	Reynoldsburg, OH		Sep-20		9,300		—	(a)		—	(a)
CVS Pharmacy	Gadsden, AL		Oct-20		12,400	$	268,800			1/31/2034
Dollar General	Dothan, AL		Oct-20		9,100	$	90,900			7/31/2031
Family Dollar	Plainville, CT		Oct-20		9,200	$	123,500			6/30/2030
Sherwin Williams	Naples, FL		Oct-20		2,700	$	52,100			3/31/2026
Walgreens	Panama City, FL		Oct-20		14,600	$	340,000			5/31/2031
Family Dollar	Lafayette, LA		Oct-20		8,500	$	92,700			3/31/2031
Family Dollar	Scott, LA		Oct-20		8,500	$	83,300			6/30/2031
Family Dollar	Lafayette, LA		Oct-20		8,600	$	89,000			6/30/2031
Sherwin Williams	Shreveport, LA		Oct-20		6,200	$	73,200			7/31/2026
Dollar General	Walbridge, OH		Oct-20		9,000	$	67,500			7/31/2025
Tractor Supply	Chillicothe, OH		Oct-20		19,000	$	187,000			12/31/2026
Walgreens	Fairfield, OH		Oct-20		14,600	$	386,000			12/31/2027
Dollar General	Knoxville, TN		Oct-20		9,100	$	83,500			7/31/2031
Dollar General	Knoxville, TN		Oct-20		9,000	$	95,800			4/30/2031
Sherwin Williams	Arlington, TX		Oct-20		6,000	$	72,600			10/31/2026
Sherwin Williams	Sherman, TX		Oct-20		7,200	$	72,800			5/31/2026
Advance Auto Parts	Houston, TX		Oct-20		6,900	$	122,100			12/31/2030
Dollar General	Superior, WI		Oct-20		9,500	$	96,200			10/31/2028
Napa Auto Parts	Madison, WI		Oct-20		8,100	$	119,700			8/30/2036
Hobby Lobby	Franklin, WI		Oct-20		53,100	$	357,800			3/31/2026
Kroger	Fort Wayne, IN		Nov-20		60,800	$	441,600			5/31/2034
Dollar Tree	Fort Wayne, IN		Nov-20		10,000	$	105,000			10/31/2027
Walmart Neighborhood Market	Huntsville, AL		Nov-20		41,800	$	738,600			10/4/2031
Kroger	Farmington, MI		Nov-20		43,900	$	552,300			5/31/2034
BioLife Plasma Services L.P.	Las Vegas, NV		Dec-20		15,500	$	672,400			11/30/2035
Hobby Lobby	Greenville, NC		Dec-20		55,100	$	522,500			5/31/2031
Walgreens	Kingston, PA		Mar-21		14,200	$	412,000			9/30/2029
Dollar General	Birmingham, AL		Mar-21		11,000	$	99,800			6/30/2027
Dollar General	Birmingham, AL		Mar-21		9,100	$	83,900			8/31/2031
Walgreens	Montgomery, AL		Mar-21		14,800	$	300,000			10/31/2031
Napa Auto Parts	Iowa City, IA		Mar-21		9,700	$	116,500			11/15/2036
Walgreens	Chicago, IL		Mar-21		15,100	$	391,100			12/31/2030
Dollar General	Rockford, IL		Mar-21		12,000	$	87,500			4/30/2025

81

Tenant	Location	Date of acquisition		GLA		Annual base rent		Lease expiration
Athletico Physical Therapy	Chicago, IL		Mar-21		3,400	$	77,000		9/30/2026
O’Reilly	South Holland, IL		Mar-21		7,200	$	100,300		11/25/2026
Walgreens	Naperville, IL		Mar-21		15,000	$	335,000		10/31/2027
Dollar General	Slidell, LA		Mar-21		12,500	$	151,100		6/30/2028
Tractor Supply	Laplace, LA		Mar-21		19,300	$	240,500		11/30/2031
Fresenius Medical Care	Sumter, SC		Mar-21		10,200	$	319,100		3/9/2030
MedSpring	Dallas, TX		Mar-21		4,600	$	193,100		2/28/2027
Dollar General	Huntsville, TX		Mar-21		9,200	$	101,100		5/31/2031
Dollar General	Huntsville, TX		Mar-21		9,200	$	98,500		2/28/2031
Fresenius Medical Care	El Paso, TX		Mar-21		7,000	$	305,700		9/17/2031
Advance Auto Parts	Eau Claire, WI		Mar-21		12,100	$	154,000		8/31/2031
Family Dollar	Phoenix, AZ		Mar-21		8,300	$	148,200		3/31/2028
Family Dollar	Alsip, IL		Mar-21		8,200	$	166,100		1/31/2028
Advance Auto Parts	Anderson, IN		Mar-21		6,700	$	67,600		5/31/2023
Aaron’s	Hutchinson, KS		Mar-21		7,200	$	101,900		2/28/2026
Dollar Tree	Shreveport, LA		Mar-21		8,400	$	96,500		6/30/2027
Dollar General	Norton Shores, MI		Mar-21		9,300	$	86,600		1/31/2027
Dollar General	Cincinnati, OH		Mar-21		10,300	$	121,000		6/30/2029
Family Dollar	Lima, OH		Mar-21		8,000	$	94,500		4/30/2027
Giant Eagle	Brook Park, OH		Mar-21		80,000	$	820,000		3/31/2031
Dollar Tree	Brook Park, OH		Mar-21		10,000	$	66,800		1/31/2024
Giant Eagle	Brook Park, OH		Mar-21		1,800	$	28,300		3/31/2031
Dollar General	Cranston, RI		Mar-21		8,400	$	131,400		6/30/2030
Family Dollar	Houston, TX		Mar-21		8,400	$	119,700		9/30/2025
Family Dollar	Everman, TX		Mar-21		8,000	$	102,900		4/30/2026
Family Dollar (b)	Roanoke, VA		Mar-21		8,400	$	130,600		3/31/2023
Publix	Birmingham, AL		Apr-21		48,400	$	798,400		11/30/2039
Truist Bank	Atco, NJ		May-21		2,700	$	103,400		12/31/2028
Old National Bank	Palos Heights, IL		Jun-21		23,700	$	540,300		9/30/2030
Old National Bank	Blue Island, IL		Jun-21		14,500	$	449,000		9/30/2030
Stop & Shop	Andover, MA		Aug-21		102,100	$	2,940,000		11/30/2036
Dollar General	Gadsden, AL		Nov-21		10,800	$	121,900		3/31/2031
Advance Auto Parts	Norcross, GA		Nov-21		6,900	$	136,500		12/31/2026
Hobby Lobby	Brunswick, GA		Nov-21		55,100	$	445,500		8/31/2031
CVS Pharmacy	Bolingbrook, IL		Nov-21		13,100	$	351,400		1/31/2030
Advance Auto Parts	Mokena, IL		Nov-21		6,800	$	150,600		8/31/2027
Goodwill	Skokie, IL		Nov-21		20,800	$	427,400		10/27/2031
Indianapolis Osteopathic Hospital, Inc	Indianapolis, IN		Nov-21		11,500	$	320,000		7/31/2023
Dollar General	Goshen, IN		Nov-21		9,400	$	89,900		12/31/2031
Dollar General	Baton Rouge, LA		Nov-21		9,000	$	98,900		2/28/2029
Dollar General	Hammond, LA		Nov-21		9,100	$	107,200		6/30/2028
Dollar General	Saint Amant, LA		Nov-21		9,100	$	109,700		4/30/2030
Family Dollar	Baton Rouge, LA		Nov-21		8,400	$	79,900		6/30/2031
Dollar General	Sugar Creek, MO		Nov-21		8,800	$	96,500		3/31/2026
Fresenius Medical Care	St. Louis, MO		Nov-21		7,600	$	258,800		5/25/2026
Walgreens	Independence, MO		Nov-21		15,000	$	317,900		7/31/2028
Walgreens	Arlington, TX		Nov-21		13,800	$	257,200		8/31/2027
Dollar General	Auburn, AL		Dec-21		9,100	$	126,400		8/31/2028
Family Dollar	Birmingham, AL		Dec-21		9,300	$	114,100		9/30/2027

82

Tenant	Location	Date of acquisition		GLA		Annual base rent		Lease expiration
Dollar Tree	Palm Harbor, FL		Dec-21		8,300	$	125,900		3/31/2024
Advance Auto Parts	Braselton, GA		Dec-21		7,100	$	171,400		5/31/2027
Dollar General	Columbus, GA		Dec-21		9,300	$	100,000		11/30/2028
AutoZone	Carpentersville, IL		Dec-21		7,700	$	90,000		5/31/2024
Dollar Tree	Summit, IL		Dec-21		11,200	$	70,800		12/31/2023
Dollar General	Elyria, OH		Dec-21		9,500	$	100,400		10/31/2028
Dollar General	Cleveland, OH		Dec-21		10,000	$	105,900		10/31/2028
Sherwin Williams	Lima, OH		Dec-21		3,500	$	66,500		1/31/2024
The Christ Hospital	Cincinnati, OH		Dec-21		9,300	$	177,800		12/31/2027
Dollar Tree	Amarillo, TX		Dec-21		8,400	$	106,000		3/31/2024
Family Dollar	Dallas, TX		Dec-21		8,100	$	62,000		6/30/2028
Advance Auto Parts	Kenosha, WI		Dec-21		8,000	$	107,700		6/30/2028
Food Lion	Greenwood, SC		Dec-21		41,300	$	351,400		10/28/2028
Vacant	Greenwood, SC		Dec-21		7,100	$	—		—
Five Below	Sevierville, TN		Dec-21		8,500	$	135,700		1/31/2031
HomeGoods	Sevierville, TN		Dec-21		22,200	$	255,800		3/31/2031
Publix	Sevierville, TN		Dec-21		48,400	$	750,000		11/30/2040
Napa Auto Parts	Orange Park, FL		Feb-22		13,200	$	103,200		8/31/2024
CVS Pharmacy	Beverly Hills, FL		Feb-22		14,200	$	280,300		1/13/2024
Dollar General	Lake City, FL		Feb-22		9,200	$	110,200		4/30/2029
Dollar General	Ocala, FL		Feb-22		12,600	$	154,600		10/31/2025
O’Reilly	St. Augustine, FL		Feb-22		7,200	$	97,800		4/30/2033
Advance Auto Parts	Machesney Park, IL		Feb-22		6,100	$	121,100		8/31/2026
Dollar General	Kansas City, MO		Feb-22		9,300	$	110,600		1/31/2029
Dollar General	Kansas City, MO		Feb-22		9,300	$	101,400		3/31/2029
Family Dollar	Raleigh, NC		Feb-22		8,500	$	110,700		9/30/2023
Dollar General	Toledo, OH		Feb-22		9,300	$	104,900		10/31/2028
Family Dollar	Cleveland, OH		Feb-22		8,500	$	104,300		6/30/2028
Dollar General	Tulsa, OK		Feb-22		9,200	$	85,600		11/30/2028
Family Dollar	Bethany, OK		Feb-22		8,300	$	113,900		3/31/2024
Dollar General	Richmond, VA		Feb-22		7,300	$	92,200		5/31/2029
Dollar General	Petersburg, VA		Feb-22		9,100	$	102,300		5/31/2029
Family Dollar	Danville, VA		Feb-22		10,500	$	122,400		3/31/2024
Dollar General	Tampa, FL		Mar-22		9,200	$	140,600		8/31/2028
Tractor Supply	Kuna, ID		Mar-22		22,000	$	255,000		5/31/2032
Advance Auto Parts	Normal, IL		Mar-22		6,900	$	84,000		12/31/2026
Sherwin Williams	Peoria, IL		Mar-22		9,600	$	104,500		5/31/2027
Advance Auto Parts	Zion, IL		Mar-22		6,500	$	78,300		12/31/2027
Dollar General	Evansville, IN		Mar-22		9,200	$	92,400		10/31/2026
Walgreens	Hammond, IN		Mar-22		13,800	$	294,000		9/30/2026
Dollar General	Baton Rouge, LA		Mar-22		9,100	$	89,400		4/30/2032
Family Dollar	Baton Rouge, LA		Mar-22		8,400	$	79,000		3/31/2032
Advance Auto Parts	St. Louis, MO		Mar-22		7,600	$	58,700		12/31/2026
Walgreens	St. Louis, MO		Mar-22		15,000	$	408,000		5/30/2028
Walgreens	North Ridgeville, OH		Mar-22		14,500	$	336,000		5/31/2030
Dollar General	Butler, PA		Mar-22		9,500	$	110,200		8/31/2030
Dollar General	Washington, PA		Mar-22		11,100	$	139,800		4/30/2032
Dollar General	Leesport, PA		Mar-22		9,200	$	97,600		5/31/2030
Dollar General	Jermyn, PA		Mar-22		9,200	$	105,700		1/31/2031

83

Tenant	Location	Date of acquisition		GLA		Annual base rent		Lease expiration
Walgreens	Baytown, TX		Mar-22		13,800	$	220,800		3/31/2027
Tractor Supply	Royse City, TX		Mar-22		22,000	$	282,500		11/30/2031
Hobby Lobby	Mansfield, TX		Mar-22		55,200	$	468,600		2/29/2032
CVS Pharmacy	Bessemer, AL		Apr-22		10,500	$	408,200		1/31/2024
Dollar General	Birmingham, AL		Apr-22		9,200	$	106,700		6/30/2028
AutoZone	Tampa, FL		Apr-22		7,400	$	134,500		8/31/2027
Dollar General	Lakeland, FL		Apr-22		9,100	$	119,100		1/31/2026
Dollar Tree	Davenport, IA		Apr-22		10,300	$	90,100		2/29/2024
Dollar General	Baton Rouge, LA		Apr-22		9,100	$	93,200		9/30/2028
Dollar General	Lafayette, LA		Apr-22		9,100	$	79,200		3/31/2029
Dollar General	Westwego, LA		Apr-22		12,500	$	183,900		10/31/2028
Tractor Supply	Denham Springs, LA		Apr-22		18,900	$	258,500		11/30/2028
Dollar General	Gulfport, MS		Apr-22		9,300	$	106,400		10/31/2024
Dollar General	Cleveland, OH		Apr-22		12,500	$	89,700		8/31/2028
Dollar General	Cuyahoga Falls, OH		Apr-22		9,400	$	100,900		2/28/2029
Family Dollar	Cleveland, OH		Apr-22		8,400	$	106,500		6/30/2024
Family Dollar	Cleveland, OH		Apr-22		8,400	$	114,000		6/30/2024
Family Dollar	Oklahoma City, OK		Apr-22		8,600	$	117,000		3/31/2026
Advance Auto Parts	San Angelo, TX		Apr-22		6,700	$	83,900		6/30/2027
Dollar General	Belleville, IL		Jun-22		9,100	$	85,600		10/31/2030
Dollar General	Denham Springs, LA		Jun-22		9,200	$	91,100		6/30/2032
Dollar General	Walker, LA		Jun-22		12,500	$	125,900		6/30/2028
Dollar General	Zanesville, OH		Jun-22		9,300	$	91,500		3/31/2031
Walgreens	Blacklick, OH		Jun-22		14,500	$	308,000		8/31/2028
Dollar General	Norton, OH		Jun-22		9,300	$	92,900		4/30/2029
Dollar General	Columbia, SC		Jun-22		9,200	$	85,700		6/30/2028
Tractor Supply	Conway, SC		Jun-22		24,700	$	328,600		5/31/2032
Advance Auto Parts	Travelers Rest, SC		Jun-22		6,900	$	78,500		12/31/2026
Dollar General	Aiken, SC		Jun-22		9,100	$	78,200		3/31/2031
Verizon Wireless	Columbia, SC		Jun-22		6,300	$	356,900		1/31/2027
Tractor Supply	Staunton, VA		Jun-22		22,700	$	339,600		5/31/2032
Kroger	West Bend, WI		Jun-22		63,100	$	1,201,600		12/31/2030
Goodwill	Grafton, WI		Jun-22		22,000	$	225,800		8/31/2027
Walgreens	Waukesha, WI		Jun-22		15,600	$	400,000		12/31/2028
Napa Auto Parts	Sun Prairie, WI		Jun-22		5,400	$	50,400		8/9/2037
Dollar General	Panama City, FL		Jul-22		9,400	$	123,300		5/31/2028
Walgreens	Ocala, FL		Jul-22		15,500	$	225,000		11/30/2028
Napa Auto Parts	Jerome, IL		Jul-22		15,300	$	160,700		10/31/2037
Advance Auto Parts	Chicago, IL		Jul-22		6,100	$	124,500		4/30/2028
Walgreens	Chicago, IL		Jul-22		12,100	$	338,000		3/31/2029
Walgreens	Chicago, IL		Jul-22		13,000	$	425,000		1/31/2028
CVS Pharmacy	Richmond, IN		Jul-22		10,800	$	162,400		5/31/2036
Hobby Lobby	Fort Wayne, IN		Jul-22		74,600	$	410,900		12/31/2027
Dollar General	Baton Rouge, LA		Jul-22		9,200	$	109,000		9/30/2028
Tractor Supply	Meraux, LA		Jul-22		18,900	$	247,800		11/30/2032
Dollar General	Fayetteville, NC		Jul-22		9,200	$	86,800		10/31/2027
Tractor Supply	Collinsville, OK		Jul-22		19,200	$	252,000		9/30/2032
Dollar General	Altoona, PA		Jul-22		7,600	$	97,900		6/30/2032
Dollar General	Elizabeth, PA		Jul-22		9,300	$	114,700		7/31/2032
Fresenius Medical Care	Bethlehem, PA		Jul-22		8,100	$	233,700		4/30/2029

84

Tenant	Location	Date of acquisition		GLA		Annual base rent		Lease expiration
Walgreens	League City, TX		Jul-22		14,400	$	325,800		5/1/2027
Dollar General	Odessa, TX		Jul-22		9,300	$	86,500		2/28/2030
Walgreens	Gainesville, FL		Aug-22		13,900	$	320,900		7/31/2027
Dollar General	Lakeland, FL		Aug-22		9,200	$	123,800		9/30/2032
Dollar General	Mableton, GA		Aug-22		9,300	$	101,100		9/30/2032
CVS Pharmacy	Rome, GA		Aug-22		10,200	$	166,900		9/30/2037
Fresenius Medical Care	Lithonia, GA		Aug-22		7,400	$	146,100		11/30/2032
Hobby Lobby	Warner Robins, GA		Aug-22		55,100	$	467,500		2/28/2027
Fresenius Medical Care	Chicago, IL		Aug-22		10,200	$	359,500		10/18/2031
Napa Auto Parts	Rockford, IL		Aug-22		14,700	$	163,800		12/20/2037
Napa Auto Parts	Woodstock, IL		Aug-22		8,700	$	100,100		12/20/2037
Verizon Wireless	Gastonia, NC		Aug-22		5,000	$	212,900		1/31/2028
Dollar General	Fairborn, OH		Aug-22		9,400	$	107,700		6/30/2031
Dollar General	Xenia, OH		Aug-22		10,800	$	138,600		8/31/2031
Dollar General	Trotwood, OH		Aug-22		7,600	$	90,600		8/31/2031
Advance Auto Parts	Beavercreek, OH		Aug-22		6,900	$	126,500		8/31/2031
Dollar General	Nashville, TN		Aug-22		12,800	$	128,300		1/31/2028
Walgreens	Franklin, TN		Aug-22		13,500	$	304,000		12/31/2028
Dollar General	Johnson City, TN		Aug-22		9,100	$	91,700		8/31/2029
Dollar General	San Angelo, TX		Aug-22		9,300	$	85,100		4/30/2031
Dollar General	Rosenberg, TX		Aug-22		9,200	$	92,900		4/30/2031
Walgreens	Houston, TX		Aug-22		15,000	$	303,900		5/1/2027
Advance Auto Parts	El Paso, TX		Aug-22		11,300	$	132,100		12/31/2032
Dollar General	Mobile, AL		Aug-22		9,100	$	85,200		7/31/2025
Family Dollar	Cocoa, FL		Aug-22		8,400	$	121,900		3/31/2031
Advance Auto Parts	Dalton, GA		Aug-22		6,400	$	111,800		12/31/2029
Dollar General	Douglasville, GA		Aug-22		9,300	$	98,700		8/30/2030
Hobby Lobby	Lawrenceville, GA		Aug-22		54,800	$	495,000		7/31/2029
Walgreens	Lawrenceville, GA		Aug-22		15,100	$	395,000		3/31/2032
Napa Auto Parts	Bloomington, IL		Aug-22		7,700	$	107,100		11/8/2035
Napa Auto Parts	Morton, IL		Aug-22		10,600	$	103,900		11/8/2035
Napa Auto Parts	Decatur, IL		Aug-22		6,700	$	72,500		11/23/2035
Dollar General	Gretna, LA		Aug-22		9,200	$	122,900		4/30/2029
Dollar General	Shreveport, LA		Aug-22		9,100	$	90,700		6/30/2026
Family Dollar	Shreveport, LA		Aug-22		9,300	$	114,900		3/31/2031
Advance Auto Parts	New Bern, NC		Aug-22		7,100	$	82,600		12/31/2024
Sherwin Williams	Winston-Salem, NC		Aug-22		10,200	$	125,000		10/31/2025
CVS Pharmacy	Las Vegas, NV		Aug-22		15,600	$	403,600		12/31/2026
Dollar General	Sumter, SC		Aug-22		9,200	$	81,400		3/31/2026
Advance Auto Parts	Superior, WI		Aug-22		6,800	$	119,800		9/18/2026
Dollar General	Conway, AR		Sep-22		9,100	$	92,000		9/30/2026
Dollar General	Fort Smith, AR		Sep-22		9,300	$	82,500		10/31/2029
Dollar General	Pine Bluff, AR		Sep-22		10,900	$	87,400		3/31/2030
Dollar General	Pensacola, FL		Sep-22		10,900	$	108,800		4/30/2026
Dollar General	Burlington, NC		Sep-22		12,600	$	157,000		10/31/2027
Hobby Lobby	Statesville, NC		Sep-22		55,400	$	440,000		1/31/2030
O’Reilly	Avon, OH		Sep-22		6,800	$	95,600		11/30/2032
Dollar General	Marion, OH		Sep-22		9,200	$	85,700		12/31/2029
Dollar General	Sheffield Lake, OH		Sep-22		9,500	$	87,900		8/31/2029
Dollar General	Toledo, OH		Sep-22		9,300	$	97,900		10/31/2028

85

Tenant	Location	Date of acquisition		GLA		Annual base rent		Lease expiration
Advance Auto Parts	Mount Joy, PA		Sep-22		6,900	$	116,700		10/31/2028
Advance Auto Parts	Natrona Heights, PA		Sep-22		6,400	$	118,800		8/31/2027
AutoZone	Sumter, SC		Sep-22		6,600	$	55,500		8/31/2025
Dollar General	Boiling Springs, SC		Sep-22		9,400	$	90,800		3/31/2025
AutoZone	Clarksville, TN		Sep-22		7,400	$	119,600		1/31/2026
AutoZone	Spring Hill, TN		Sep-22		7,500	$	129,000		7/31/2025
AutoZone	San Antonio, TX		Sep-22		5,500	$	85,800		8/31/2025
CVS Pharmacy	Houston, TX		Sep-22		12,000	$	285,900		1/31/2026
Advance Auto Parts	Eau Claire, WI		Sep-22		6,900	$	107,500		7/31/2028
Napa Auto Parts	Kenosha, WI		Sep-22		9,000	$	94,500		4/20/2035
Napa Auto Parts	Racine, WI		Sep-22		10,100	$	97,000		4/20/2035
TCF National Bank	Kenosha, WI		Sep-22		4,500	$	116,700		12/31/2026
Hobby Lobby	Birmingham, AL		Sep-22		55,000	$	467,500		4/30/2032
Walgreens	Valrico, FL		Sep-22		15,900	$	267,000		11/30/2029
Napa Auto Parts	McHenry, IL		Sep-22		7,000	$	95,400		4/3/2038
Napa Auto Parts	Crystal Lake, IL		Sep-22		7,200	$	95,400		4/3/2038
Fresenius Medical Care	Chicago, IL		Sep-22		9,500	$	268,700		12/31/2032
Fresenius Medical Care	Hammond, IN		Sep-22		6,800	$	165,500		9/30/2027
Dollar General	Mandeville, LA		Sep-22		9,200	$	104,000		9/30/2027
Tractor Supply	Scott, LA		Sep-22		19,000	$	248,300		10/31/2032
Dollar General	Harvey, LA		Sep-22		12,400	$	177,500		4/30/2028
Tractor Supply	Hollywood, MD		Sep-22		20,000	$	292,700		3/31/2028
Dollar General	Warren, OH		Sep-22		7,600	$	85,600		1/31/2033
Walgreens	Huber Heights, OH		Sep-22		13,900	$	153,000		6/30/2028
Dollar General	Amherst, OH		Sep-22		9,300	$	96,500		1/31/2033
Dollar General	Louisville, OH		Sep-22		9,200	$	94,500		11/30/2032
Dollar General	Reynoldsburg, OH		Sep-22		7,600	$	96,800		1/31/2033
Fresenius Medical Care	Belpre, OH		Sep-22		7,500	$	301,400		11/30/2032
O’Reilly	Knoxville, TN		Sep-22		6,500	$	96,100		4/14/2028
Tractor Supply	Chesapeake, VA		Sep-22		19,100	$	282,100		4/30/2028
Walgreens	Yorktown, VA		Sep-22		14,700	$	388,000		5/31/2033
Advance Auto Parts	Gillette, WY		Sep-22		7,000	$	132,200		5/31/2032
Dollar General	Tallahassee, FL		Oct-22		9,200	$	113,000		7/31/2026
Dollar Tree	Jacksonville, FL		Oct-22		9,200	$	99,100		1/31/2026
Dollar General	Byron, GA		Oct-22		9,100	$	79,500		10/31/2026
Dollar General	Valdosta, GA		Oct-22		9,300	$	119,300		7/31/2026
Family Dollar	Chalmette, LA		Oct-22		9,200	$	83,700		6/30/2025
Family Dollar	Ruston, LA		Oct-22		8,500	$	119,000		9/30/2030
Family Dollar	West Monroe, LA		Oct-22		8,300	$	114,900		6/30/2030
O’Reilly	Slidell, LA		Oct-22		6,900	$	76,700		12/31/2026
Dollar General	Alexandria, LA		Oct-22		9,100	$	82,500		11/30/2024
Advance Auto Parts	Greensboro, NC		Oct-22		6,900	$	74,400		8/31/2025
PNC Bank, N.A.	Jacksonville, NC		Oct-22		6,100	$	266,800		9/30/2028
CVS Pharmacy	Spartanburg, SC		Oct-22		13,100	$	261,200		1/31/2027
Family Dollar	Myrtle Beach, SC		Oct-22		8,600	$	97,000		3/31/2025
AutoZone	Johnson City, TN		Oct-22		9,600	$	70,800		8/31/2025
O’Reilly	Chattanooga, TN		Oct-22		6,800	$	75,500		11/30/2026
Tractor Supply	Johnson City, TN		Oct-22		18,900	$	192,000		2/28/2030
Advance Auto Parts	Burleson, TX		Oct-22		6,900	$	120,700		4/30/2030
Dollar General	Lubbock, TX		Oct-22		9,200	$	83,300		4/30/2030

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Tenant	Location	Date of acquisition		GLA		Annual base rent		Lease expiration
Tractor Supply	West Haven, UT		Oct-22		22,200	$	304,700		3/31/2030
Advance Auto Parts	Milwaukee, WI		Oct-22		6,800	$	119,700		9/30/2028
Napa Auto Parts	Beloit, WI		Oct-22		5,800	$	75,600		9/2/2035
Napa Auto Parts	Janesville, WI		Oct-22		6,000	$	94,500		8/20/2035
Dollar General	Fresno, CA		Mar-23		9,200	$	144,300		3/31/2023
Total Portfolio					4,511,500	$	64,362,100

(a) This 9,300 square foot space was leased to Archana Grocery for a ten-year term in November 2022 at an initial annual base rent of $74,500 per year. Expected occupancy of the tenant is prior to June 2023.

(b) The tenant vacated this space as of April 1, 2023.

All of the foregoing Trust Properties are owned by the Operating Partnership and controlled by the Company and are managed by the Property Manager and Asset Manager, which are both wholly-owned subsidiaries of ExchangeRight, pursuant to the Management Agreements with each respective entity. The Management Agreement between the Company and the Property Manager had an initial term expiring on February 28, 2022, which was renewed for a three-year period and which will automatically renew for successive three-year periods unless earlier terminated in accordance with its terms. The Management Agreement between the Company and the Asset Manager has an initial term expiring on February 28, 2024, which will automatically renew for successive five-year periods unless earlier terminated in accordance with its terms.

Certain of the Trust Properties listed in the table above are held subject to mortgage indebtedness. As of March 31, 2023, we had approximately $568.7 million of outstanding mortgage debt encumbering the Trust Properties. These mortgages have staggered maturities with a weighted average debt maturity of approximately 4.0 years and with a weighted average interest rate of 4.3% per annum as of March  31, 2023. For additional information regarding the debt associated with our Trust Properties, see “Item 2. Financial Information. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”

In the future, our overall leverage will depend on how we choose to finance our portfolio, including future acquisitions and the cost of leverage. We intend to use leverage in a low-to-moderate fashion. Our targeted leverage level on our entire portfolio of assets is approximately 40-50%. Our borrowing policies mandate that our total portfolio leverage at the time any debt is assumed or obtained does not exceed 65% of the total value of our portfolio at the time of the acquisition.

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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this registration statement, certain information regarding the beneficial ownership of our Common Shares and Common Shares issuable upon redemption of OP Units by: (i) any person who is known by us to be the beneficial owner of more than 5% of our outstanding Common Shares; (ii) each of the Key Principals, who act as the directors of the Company; (iii) each of our executive officers and (iv) all of our Key Principals and executive officers as a group.

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant, or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account, or similar arrangement, or (iv) the automatic termination of a trust, discretionary account, or similar arrangement. In computing the number of Common Shares beneficially owned by a person and the percentage ownership of that person, Common Shares subject to options or other rights held by that person that are exercisable as of the date of this registration statement or will become exercisable within 60 days thereafter (including Common Shares issuable upon the redemption of OP Units, which are currently redeemable or redeemable within 60 days of the date of this registration statement), are deemed outstanding, while such shares are not deemed outstanding for purposes of computing the percentage ownership of any other person. In this regard, the percentage of beneficial ownership is based on 9,659,130 shares of Class A Common Shares, 5,439,500 shares of Class I Common Shares, an aggregate of 15,098,630 Common Shares, and an aggregate of 22,624,817 Common Shares and OP Units outstanding as of the date of this registration statement. Class A Common Shares are issuable upon the exchange of an equal number of Class A OP Units that are redeemable for cash or, at our option, Class A Common Shares on a one-for-one basis (subject to certain adjustments). In addition, Class I Common Shares are issuable upon the exchange of an equal number of Class I OP Units that are redeemable for cash or, at our option, Class I Common Shares on a one-for-one basis (subject to certain adjustments). There are no Class S Common Shares of the Company or Class S OP Units of the Operating Partnership issued and outstanding. Except as indicated, each person listed below has sole voting and investment power with respect to the shares and OP Units set forth opposite such person’s name.

Information with respect to the Key Principals and executive officers is based on our records and data supplied by each of the Key Principals and executive officers. Information with respect to beneficial owners of more than five percent of the outstanding Common Shares is based on data supplied to us by each of those persons.

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Class A Common Shares

Class I Common Shares

Total Number of Common Shares and OP Units Beneficially Owned

Percent of all Common Shares (3)

Percent of all Common Shares and OP Units (4)

Name

Position

Shares Beneficially Owned

Percent of Class (1)

Shares Beneficially Owned

Percent of Class (2)

KEY PRINCIPALS:

Joshua Ungerecht

Manager of ExchangeRight

4,067

(5)

*

—

*

20,311

(6)

*

*

David Fisher

Manager of ExchangeRight

—

*

—

*

—

*

*

Warren Thomas

Manager of ExchangeRight

1,908

*

—

*

50,904

(7)

*

*

EXECUTIVE OFFICERS WHO ARE NOT KEY PRINCIPALS:

David Van Steenis

Chief Financial Officer and Chief Investment Officer

376

*

—

*

376

*

*

Louis Swingrover

Chief Operating Officer

752

*

—

*

752

*

*

Susana Dryden

Chief People Officer and Chief Compliance Officer

5,528

*

—

*

5,528

*

*

Kevin Steines

Chief Accounting Officer

376

*

—

*

376

*

*

All Key Principals and Executive Officers as a group (7 persons)

13,007

*

—

*

78,247

*

*

BENEFICIAL OWNERS OF MORE THAN 5%:

ExchangeRight Real Estate, LLC

—

600,000

(8)

11.0

%

677,308

(9)

4.5

%

3.0

%

1055 E. Colorado Blvd.

Suite 310

Pasadena, CA 91106

* Indicates less than 1.0% of the total number of outstanding shares or units, as the case may be, of the class or aggregate number of securities indicated, calculated in accordance with Rule 13d-3 under the Exchange Act.

(1) For each individual or group disclosed in the table above, the figures in this column are based on 9,659,130 Class A Common Shares issued and outstanding as of the date of this registration statement.

(2) For each individual or group disclosed in the table above, the figures in this column are based on 5,439,500 Class I Common Shares issued and outstanding as of the date of this registration statement.

(3) For each individual or group disclosed in the table above, the figures in this column are based on an aggregate of 15,098,630 Common Shares issued and outstanding as of the date of this registration statement.

(4) For each individual or group disclosed in the table above, the figures in this column are based on an aggregate of 22,624,817 Common Shares and OP Units issued and outstanding as of the date of this registration statement.

(5) The reported shares are held in a revocable trust for the benefit of Mr. Ungerecht and his wife and children. Mr. Ungerecht is the co-trustee of the revocable trust, along with his wife, which holds the shares, and in this capacity he shared voting and dispositive power with his wife with respect to the shares. Mr. Ungerecht disclaims beneficial ownership with respect to the shares directly held by this revocable trust.

(6) Includes 16,244 OP Units held in an irrevocable trust for the benefit of Mr. Ungerecht’s grandmother, and her estate. Mr. Ungerecht is the co-trustee of the irrevocable trust, along with Mr. Ungerecht’s aunt, which holds the OP Units, and in this capacity he has shared voting and dispositive power with his aunt with respect to the units. Mr. Ungerecht disclaims beneficial ownership with respect to the shares directly held by this irrevocable trust. The reported OP Units are redeemable for cash or, at the Company’s option, Class I Common Shares on a one-for-one basis (subject to certain adjustments).

(7) Includes 48,966 OP Units held directly by W&R Thomas, LLC (“WRT”), which is a family limited liability company owned by Mr. Thomas and his spouse. Mr. Thomas is the managing member of WRT, and in this capacity exercise sole voting and dispositive power with respect to the securities held by WRT. Mr. Thomas disclaims beneficial ownership with respect to the securities directly held by WRT.

(8) ExchangeRight is the sole member and manager of EIFG, and ExchangeRight exercises sole voting and dispositive power with respect to all Common Shares and OP Units held by EIFG. David Fisher, Joshua Ungerecht and Warren Thomas are the sole managers of ExchangeRight and in that capacity direct its operations. The reported shares include 600,000 Class I Common Shares held directly by EIFG, over which ExchangeRight has sole voting and dispositive power. Messrs. Fisher, Ungerecht, and Thomas disclaim beneficial ownership with respect to any shares directly owned by ExchangeRight and EIFG.

(9) Includes 77,308 OP Units held directly by ExchangeRight which are redeemable for cash or, at the Company’s option, Class I Common Shares on a one-for-one basis (subject to certain adjustments).

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Changes in Control

To the knowledge of the Company, there are no arrangements, including any pledge by any person of securities of the Company, the Operating Partnership or any of their respective parent entities, the operation of which may at a subsequent date result in a change in control of the Company.

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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

General

Our business and affairs are managed under the direction of our Trustee. The Trustee is directly responsible for the management and control of our business and operations. The Trustee is managed by ExchangeRight as the sole manager of the Trustee. The business and affairs of ExchangeRight are managed by the Key Principals as the sole managers of ExchangeRight, who have full and complete authority, power and discretion to manage and control the business, affairs and properties of ExchangeRight, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of ExchangeRight’s business. As a result, the Key Principals act as the directors of the Company.

We have no employees. The individuals who act as our executive officers (who we refer to herein as our “executive officers”) are employed by ExchangeRight. Our executive officers manage our day-to-day affairs and the acquisition and disposition of our investments, subject to the supervision of the Trustee acting through the Key Principals.

Substantially all of the Company’s business is conducted through the Operating Partnership. The Trust Properties are owned and controlled by the Company and are managed by the Property Manager and the Asset Manager, which are both wholly-owned subsidiaries of ExchangeRight, pursuant to executed Management Agreements with each respective entity. The performance of the Property Manager and Asset Manager under the Management Agreements is subject to the supervision of the Trustee, acting through the Key Principals.

Our Declaration of Trust and bylaws provide for a single trustee to manage the business and affairs of the Company. Our Trustee is currently ExchangeRight Income Fund Trustee, LLC, a Delaware limited liability company. Our Trustee was formed on January 9, 2019 and is a wholly-owned subsidiary of ExchangeRight, which also serves as the sole manager of the Trustee.

The Trustee is not elected by our shareholders and is not subject to re-election on an annual or other continuing basis in the future. In addition, our shareholders are not entitled to elect the managers or executive officers of ExchangeRight or take part in the management or control of the business of the Company.

The Trustee may be removed by our shareholders only for Cause (as defined below) upon the affirmative vote of not less than two-thirds of the shares of beneficial interest then outstanding at a meeting properly called for the purpose of the proposed removal. “Cause” is defined as: (i) fraud or embezzlement with respect to the Company or its affiliates; or (ii) willful misconduct as determined by a court. If at any time there are no trustees in office, a successor trustee will be elected by the shareholders.

ExchangeRight currently has a total of three managers, which are composed of the Key Principals. None of the Key Principals are “independent” under the applicable standards of any national securities exchange or the SEC. See “Director Independence” below.

The success of the Company is very important to and is a significant part of ExchangeRight’s overall business plan and ExchangeRight anticipates spending sufficient time and effort on the various aspects of the Company’s business to help it perform successfully. Our Trustee has a fiduciary obligation to act on behalf of our shareholders. Under Maryland law and our Declaration of Trust, our Trustee must act in good faith, in a manner it reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. However, our Trustee is not required to devote all of its time to our business and is required to devote the time to our affairs as its duties require. Although ExchangeRight intends to provide us with the opportunity to participate in acquisitions, or an aggregated sale, merger, listing or initial public offering that ExchangeRight pursues for its net-leased assets under management or future acquisition pipeline, ExchangeRight is under no obligation to us to pursue such a strategy or to offer to us the opportunity to participate in such acquisitions or a transaction involving its other assets under

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management. Additionally, our Trustee, our executive officers, the Key Principals, ExchangeRight and its affiliates and other officers, employees and agents of ExchangeRight will not have any duty, fiduciary or otherwise, or obligation to present or offer any business opportunity to the Company or to refrain from acquiring net-leased properties or seeking to execute a strategic aggregation strategy as a part of its other businesses unrelated to the Company, or other activities that could compete with the Company.

The Trustee will rely heavily on our officers and on information provided by our officers for the conduct of the day-to-day business of the Company. Each of our officers also provides services to ExchangeRight and its affiliates. ExchangeRight and the Key Principals manage in excess of $5.4 billion in assets under management and are actively engaged in acquiring, syndicating, managing, and selling commercial real estate on a nationwide basis on behalf of their own accounts and for over 7,600 real estate investors across the country. ExchangeRight is vertically integrated to perform all real estate functions including underwriting and acquisition, financing and structuring, leasing and tenant retention, marketing and dispositions, asset and property management, analysis and legal, institutional-quality investor reporting, and monthly investor distributions. In addition to ExchangeRight, the Key Principals own and operate Telos Capital, a sister company to ExchangeRight that is focused on the acquisition, development, redevelopment, repositioning, management and dispositions of value-added and opportunistic commercial real estate. Warren Thomas and Joshua Ungerecht also own a majority interest in and operate ExchangeRight Securities, LLC (“ERS”), an affiliate of the Trustee and ExchangeRight, and Lighthouse Capital Group, LLC (“LCG”), each of which is a FINRA member broker-dealer, JRW Investments, an Office of Supervisory Jurisdiction under LCG, and JRW Realty, Inc., a licensed real estate brokerage company. David Fisher is the owner and President/CEO of the family office investment entity DLF Investments, LLC, which focuses on a variety of real estate ownership investments. Mr. Fisher is also the President and CEO of Rise Capital Partners, which is his family business primarily focused on the development and management of apartment communities currently primarily in Southern Minnesota. The Key Principals provide services to ExchangeRight and its affiliates that preclude them from devoting substantially all of their time to the Company, and that may present certain potential conflicts of interest or duties associated with their roles at the Company and the affiliated entities.

Neither our Trustee nor our officers receive compensation for their services performed on behalf of the Company. However, our Trustee and our officers are entitled to reimbursement of expenses incurred in connection with services performed on behalf of the Company. The Trustee may monitor our administrative procedures, investment operations and performance to ensure that the policies are fulfilled and are in the best interests of our shareholders.

In addition, our Trustee is responsible for reviewing our expenses on at least an annual basis and with sufficient frequency to determine that the expenses incurred are in the best interests of the shareholders. In addition, the Trustee must approve all transactions with our affiliates.

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Key Principals and Executive Officers

The following table sets forth certain information regarding the Key Principals, who act as our directors, and the persons acting as executive officers of the Company. Each of the Key Principals will remain in office as a manager of ExchangeRight until: (i) removed by a written instrument signed by the requisite members of ExchangeRight; (ii) such Key Principal resigns in a written instrument delivered to the other managers of ExchangeRight; or (iii) such Key Principal dies or is unable to serve.

Name	Age	Position
Joshua Ungerecht	38	Manager of ExchangeRight Real Estate, LLC
David Fisher	55	Manager of ExchangeRight Real Estate, LLC
Warren Thomas	66	Manager of ExchangeRight Real Estate, LLC
David Van Steenis	38	Chief Financial Officer and Chief Investment Officer of ExchangeRight Real Estate, LLC
Louis Swingrover	38	Chief Operating Officer of ExchangeRight Real Estate, LLC
Susana Dryden	40	Chief People Officer and Chief Compliance Officer of ExchangeRight Real Estate, LLC
Kevin Steines	40	Chief Accounting Officer of ExchangeRight Real Estate, LLC

Joshua Ungerecht is a Founder and Manager of ExchangeRight Real Estate, LLC, a position he has held since 2012, and in that capacity serves as a director of the Company. Together with Warren Thomas, Joshua has overseen the stewardship of over $1.75 billion of client equity in commercial real estate investments since 2006. Joshua graduated from The Master’s College, Summa Cum Laude with a B.A. in Theology, Apologetics, and Missions, and is currently on leave from Talbot Graduate School, where he was pursuing an M.A. in Philosophy of Religion and Ethics. He also maintains Series 7, 22, 24, 63, 65, 66, and 79 Securities Licenses and an active California real estate broker license.

David Fisher is a Founder and Manager of ExchangeRight Real Estate, LLC, a position he has held since 2012, and in that capacity serves as a director of the Company. David began his career with KPMG in the Tax department from 1993 to 1996, and then worked in tax, treasury, and acquisitions for Wells Fargo for over nine years from 1996 to 2005. He was North American Head of Asset and Structured Finance for HSBC’s Investment Banking division from 2005 to 2012. David and his banking teams executed international financings totaling in excess of $8 billion. He graduated from the University of Northern Iowa in 1993, Magna Cum Laude in Accounting, and earned national honors with the Elijah Watt Sells Award on the May 1993 CPA exam. David is primarily responsible for the acquisition, asset management, and financing aspects of the businesses.

Warren Thomas, CPA, is a Founder and Manager of ExchangeRight Real Estate, LLC, a position he has held since 2012, and in that capacity serves as a director of the Company. Warren has over 40 years of experience as a Certified Public Accountant and has been an active commercial real estate investor for the past 30 years. Prior to focusing on the securitized 1031 exchange market in 2003, he developed an extensive tax practice including estate planning, financial planning, and real estate advisory services. He graduated in 1978 from Biola University with a B.S. in Business Administration, specializing in Accounting. He also earned a master’s degree in Taxation from Golden Gate University in 1993. He maintains Series 6, 7, 22, 24, 39, 63, 66 and 79 Securities Licenses.

David Van Steenis, CFA, CPA, currently serves as Chief Financial Officer and Chief Investment Officer for ExchangeRight. David has held the position of Chief Financial Officer since 2015, and in that capacity also serves as the Chief Financial Officer and Chief Investment Officer of the Company. David also serves as the Chief Financial Officer of Telos Capital, LLC, a position he has held since 2015. David is focused on acquisitions including the analysis, legal, closing, and syndication functions of the business as well as the asset management departments and financial reporting for ExchangeRight and its affiliates. David began his career with KPMG in the financial services audit practice from 2007 to 2011, where he served both private and public banking and investment management clients. Most recently, David was with Kaufman Jacobs Real Estate

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Investments from 2011 to 2015 where he was involved in the investment acquisition, capital markets, and financial reporting aspects of their real estate private equity business. Mr. Van Steenis graduated from Trinity Christian College with highest honors with a B.S. in Accounting and a Finance concentration. David is a Certified Public Accountant and a CFA Charterholder.

Louis Swingrover currently serves as the Chief Operating Officer for ExchangeRight. Louis has been with ExchangeRight since 2019, and also serves as the Chief Operating Officer of the Company. Louis is focused on strategic business, operational, and transformational development at ExchangeRight, and provides executive direction to the Marketing, Creative, Editorial, Public Relations, Software Engineering, Information Technology, Investor Relations, and Sales teams. Prior to joining ExchangeRight, Louis worked as a strategic marketing and business development consultant from 2012 to 2019; co-founded, profitably operated, and sold a boutique corporate compliance firm dedicated to serving sponsors of alternative investment offerings and their investors from 2008 to 2012; and has operated as a serial entrepreneur since 2002. Louis holds a B.A. in Intercultural Studies with a minor in Biblical Studies from Biola University and holds an M.A. in Philosophy from Gonzaga University.

Susana Dryden currently serves as the Chief People Officer and Chief Compliance Officer for ExchangeRight. Susana has been with ExchangeRight since 2016, and also serves as the Chief People Officer of the Company. Susana is focused on the development, training and expansion of the firm’s departments. Susana also serves as a Registered Principal and the Chief Compliance Officer for ERS, that oversees certain wholesale activities of ExchangeRight. Susana began her career in the industry in 2007 with JRW Investments, Inc., where she held the position of Director of Operations. In 2014, Susana was primarily responsible for forming the broker-dealer firm LCG which now oversees JRW Investments. She serves as a Registered Principal and CCO of these firms as well. Susana has been critical to the growth and development of ExchangeRight and its affiliate firms, and assists the various companies with their compliance and regulatory functions under FINRA and SEC rules.

Kevin Steines, CPA, currently services as Chief Accounting Officer for ExchangeRight, a position he has held since December 2020 and in that capacity serves as the Chief Accounting Officer of the Company. Kevin also serves as the Chief Accounting Officer of Telos Capital, LLC, a position he has held since December 2020. Prior to becoming Chief Accounting Officer of each company, Kevin served as the Controller of each company for over five years. Kevin is focused on the financial reporting functions of ExchangeRight and its affiliates. Prior to joining ExchangeRight, Kevin enjoyed a successful career in public accounting. He started his career at Gabelmann & Associates in their audit practice from 2006 to 2008. Kevin then spent seven years with Honkamp Krueger & Co, P.C. from 2008 to 2015, a regional CPA firm based out of Dubuque, IA. Kevin oversaw the day to day operations of the accounting and tax practice for one of Honkamp Krueger’s satellite offices. His focus was on corporate and individual tax planning and preparation, financial statement preparation, general business consulting, strategic planning, and franchise services. Kevin graduated in 2006 from Ashford University with a B.S. in Business Administration and Accounting with a Finance concentration, where he was awarded Outstanding Accounting Student for his class. Kevin is a Certified Public Accountant.

Corporate Governance

We are committed to maintaining good corporate governance practices and adhering to high standards of ethical conduct. The Key Principals regularly review the Trustee’s governance procedures to ensure the Company is in compliance with rapidly changing laws, rules and regulations that govern our business.

Director Independence

The Key Principals are the sole managers of ExchangeRight and, correspondingly, act as the directors of the Company. We are not currently subject to the listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent.” Furthermore, neither our Declaration of Trust nor bylaws require that the trustee of the Company be independent,

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and the constituent governing documents of ExchangeRight similarly do not require that its managers be independent. As a result, we are not at this time required to have a board of directors or equivalent governing body comprised of a majority of “independent directors.” None of the Key Principals are independent directors under the applicable standards of the SEC, New York Stock Exchange, or the NASDAQ stock market.

Board Committees

Audit Committee Function. Neither the Company, the Trustee nor ExchangeRight has a separately designated standing audit committee in place. Rather, the functions typically performed by an audit committee are performed by the Key Principals in their capacity as managers of ExchangeRight. This is due to the composition of the management of ExchangeRight and the relatively small size of our executive management team. We believe the Key Principals are currently able to effectively manage the issues normally considered by an audit committee. That said, the Key Principals will continue to evaluate, from time to time, whether a separately designated standing audit committee should be put into place. Although we do not have a separate audit committee, we have determined that Mr. Fisher meets the requirements of an “audit committee financial expert” as defined under SEC rules.

Other Committees. Neither the Company, the Trustee nor ExchangeRight currently has a nominating and corporate governance committee, compensation committee, conflicts committee or other board committees typically in place for companies whose securities are listed on a national securities exchange. Rather, the functions typically associated with these committees are performed by the Key Principals in their capacity as managers of ExchangeRight. This is due to the nature of the management structure of ExchangeRight, including the fact the managers of ExchangeRight are not subject to election by the shareholders of the Company. The Key Principals may undertake a review of the need for any such committees in the future.

Role of the Managers in Risk Oversight

One of the key functions of the managers of ExchangeRight is oversight of our risk management process. The Key Principals, as the managers of ExchangeRight, administer this oversight function directly. In this regard, the Key Principals have the responsibility to consider and discuss financial risk exposure and the steps our management should take to monitor and control this exposure, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Key Principals also monitor compliance with legal and regulatory requirements, in addition to oversight of the performance of the Company’s internal audit function. The Key Principals further monitor the effectiveness of our corporate governance practices, including whether we are successful in preventing illegal or improper liability-creating conduct. Finally, the Key Principals assess and monitor whether any of ExchangeRight’s compensation practices and programs has the potential to encourage excessive risk-taking at the Company.

Code of Ethics

The Trustee has established a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to the Key Principals and the officers and employees of the Company and Operating Partnership. Under our Code of Ethics, the policy of the Company is to comply with all laws governing its operations and to conduct its affairs in keeping with the highest moral, legal and ethical standards. In this regard, the Code of Ethics is designed to promote, among other matters: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in the Company’s public communications; (iii) compliance with applicable governmental rules and regulations; (iv) prompt internal reporting of violations of the Code of Ethics to appropriate persons; and (v) accountability for adherence to the Code of Ethics. The Code of Ethics is available on the Company’s website at exchangeright.com.

Family Relationships

There are no family relationships among any of our Key Principals or executive officers.

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ITEM 6. EXECUTIVE COMPENSATION

Compensation of Executive Officers

We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by the executive officers and individuals who are employees of ExchangeRight or its affiliates, pursuant to the terms of the Management Agreements, and we pay fees associated with such services. The executive officers of ExchangeRight, who also act as our executive officers, do not receive any compensation directly from us, in the form of cash compensation or otherwise, for serving as our executive officers. Each of the individuals who acts as our executive officers is an employee of ExchangeRight. Our day-to-day operations and all matters affecting our business and affairs, including responsibility for determining when to buy and sell real estate-related assets, are managed by the Key Principals, as the managers of ExchangeRight, through the Trustee. ExchangeRight is not obligated under the Management Agreements to dedicate any of its personnel exclusively to us, nor is it or its personnel obligated to dedicate any specific portion of its or their time to our business. See “Item 7. Certain Relationships and Related Transactions, and Director Independence” for a discussion of the fees and expense reimbursements paid to ExchangeRight and its affiliates.

Compensation of Managers

We do not pay, and we do not expect to pay, any compensation to the Key Principals or any other person for services rendered to us as managers of ExchangeRight, acting in the capacity as our directors.

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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

We have had and currently have relationships and transactions with related parties. Related party transactions are transactions in which we are a participant where the amount involved exceeds $120,000 and a member of our Trustee, an executive officer or a holder of more than 5% of our voting securities (or an immediate family member of any of the foregoing) has a direct or indirect material interest. Our Trustee will consider all relevant facts and circumstances when considering such transactions, including whether the terms of the transaction are fair to us and whether the transaction is consistent with, and contributes to, the interests of the Company.

We have described below relationships and transactions since January 1, 2021 with related parties in which the amount involved exceeded $120,000, and all currently proposed related party transactions which exceed $120,000.

Acquisition of Properties from ExchangeRight and its Affiliates

Since January 1, 2021, we have acquired 244 of our properties from prior ExchangeRight sponsored offerings, pursuant to which certain portfolios were contributed or merged with and into a wholly-owned subsidiary of our Operating Partnership. In each such transaction, the beneficial owners of the portfolio received the right to elect either cash or OP Units in exchange for their interest in the portfolio. The Operating Partnership issued 1,859,082 OP Units in the aggregate pursuant to such agreements.

We have entered into merger agreements with the current owners of an additional 27 ExchangeRight DST Portfolios that, subject to obtaining the consent of the current mortgage lenders for certain of these 478 of these properties, provide the Company with the unilateral right to acquire the ExchangeRight DST Portfolios, pursuant to which each DST portfolio will merge with and into a wholly-owned subsidiary of our Operating Partnership. In each such merger, the beneficial owners of the DST portfolio will receive the right to elect either cash or OP Units in exchange for interest in the DST portfolio. Closing under any of these mergers will occur if, as and when determined by our Trustee after receipt of the consent of the current mortgage lender secured by the Identified Trust Properties owned by such DST portfolio. We may pay up to approximately $1.2 billion in cash, issue additional OP Units, or a combination thereof, pursuant to such mergers. These mergers include the payment of certain disposition fees to ExchangeRight or its affiliates from the net proceeds to the DST Portfolio investors. These disposition fees are estimated to be a maximum of $47.6 million and will be paid solely by the investors in the DST Portfolios. Upon the closing of each merger transaction, a disposition fee was payable to ExchangeRight or its affiliates from the net proceeds payable to the investors in the acquired ExchangeRight DST Portfolios. In certain instances, one or more of the Key Principals are investors in the ExchangeRight DST Portfolios and are obligated to pay disposition fees upon closing. The disposition fees are calculated as a percentage of the gross merger price. For the years ended December 31, 2022 and 2021, disposition fees in the aggregate amount of $9.0 million and $2.6 million, respectively, were paid to ExchangeRight or its affiliates upon the closing of the merger transactions described above from the investors in the ExchangeRight DST Portfolios.

The Key Principals own minority interests in the 27 ExchangeRight DST Portfolios that the Company has merger agreements with to acquire these 478 properties. In connection with our acquisition of these 478 properties, the Key Principals will have the right to elect to receive up to $1.2 billion in cash, additional OP Units, or a combination thereof, in exchange for their interests in the ExchangeRight DST Portfolios. Regardless of whether the Key Principals elect to receive OP Units or cash, ExchangeRight, its Key Principals, or their affiliates have already acquired an aggregate of $15,000,000 of the Class I Common Shares offered hereby on the same terms as was presented to shareholders at the time of acquisition.

Since January 1, 2021, we have acquired 11 properties from unaffiliated entities not managed by ExchangeRight. ExchangeRight earned a 1% acquisition fee on these property acquisitions totaling $1.3 million since January 1, 2021.

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We have also entered into an agreement with ExchangeRight that provides us with the option to acquire up to 129 additional properties that are part of the Identified Trust Properties at ExchangeRight’s actual cost or third party contract price. We have the right to exercise this option with regard to any, all or none of these properties. Any such acquisition will be effectuated through a contract of sale to be mutually agreed upon by us and ExchangeRight at the time of the transfer. We and ExchangeRight may also, upon mutual agreement, replace or add additional properties or purchase and sale agreements to the list of real estate assets that we have the option to purchase pursuant to this agreement. Such net leased necessity-based retail assets would have similar characteristics to the Identified Trust Properties, consistent with our investment objectives; provided, however, when considering portfolio acquisitions, the Company will consider the portfolio composition and its investment metrics as a whole and particular portfolios may include individual properties that are vacant; however, when considering portfolio acquisitions that include such properties, the Company will consider the portfolio composition as a whole and will adjust the pricing for a future retenanting event.

The Identified Trust Properties are anticipated to provide several distinct advantages to the Company:

• The properties are expected to provide the Company with a pre-determined initial portfolio of properties and the ability to achieve an attractive diversification level;

• There is reduced blind pool risk or counterparty execution risk as the properties are already controlled and managed by ExchangeRight;

• The ExchangeRight DST Portfolios have a proven history as they are currently managed by ExchangeRight with a long-term track record of performance;

• The tenants and lease terms are known, providing the Company with more certainty regarding potential rental increases, inflation protection, and its underwriting projections of cash flows to investors;

• The acquisition agreements for the properties give flexibility to the Company to acquire the properties in stages and over a period of time, thereby improving the Company’s ability to invest capital and earn a return to fully cover investor distributions;

• There will be no acquisition fees charged to the Company to acquire the ExchangeRight DST Portfolios;

• The ExchangeRight DST Portfolios often have loans that can be assumed with limited lender costs that on average have interest rates that are more favorable than market interest rates as of December 31, 2022; and

• The Operating Partnership is expected to grow more quickly as a result of DST investors electing to perform tax-deferred Code Section 721 exchanges which create long-term tax-sensitive investors for the Operating Partnership and the Company who are aligned with our long-term aggregation strategy.

ExchangeRight and Affiliate Investment

On various dates during the year ended December 31, 2019, EIFG, an affiliate of ExchangeRight, acquired 600,000 Class I Common Shares at an aggregate purchase price of $15,000,000, which were offered on the same terms as was presented to shareholders at the time of acquisition.

In addition, in order to accelerate acquisitions on behalf of the Company and in lieu of borrowing funds, ExchangeRight has purchased 77,308 OP Units of the Operating Partnership for an investment of $2,010,000 as of December 31, 2022. ExchangeRight’s investment in OP Units is on the same terms as offered to other OP Unit investors at the time of their investments. In addition, certain of the Key Principals also own 65,240 OP Units.

In addition, the Key Principals may invest in up to approximately 383,355 OP Units in exchange for their minority interests in the Identified Trust Properties, unless the Key Principals elect to receive cash in exchange for such interests.

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ExchangeRight Secured Loans

In an effort to provide an enhanced risk-adjusted return on funds invested in the Company pending acquisition of the Identified Trust Properties and, after acquisition of the Identified Trust Properties, on the cash that the Company may need for quarterly investor redemption requests, we will also make the ExchangeRight Secured Loans under the RSLCA to ExchangeRight. ExchangeRight and its affiliates will use the capital from the ExchangeRight Secured Loans for the acquisition, financing, or inventorying of single-tenant, net-leased necessity-based retail real estate similar to the ExchangeRight DST Portfolios.

The RSLCA is a five-year commitment with ExchangeRight with a maximum borrowing capacity of $250.0 million as of March 31, 2023, which will be increased automatically proportionally to any increase in the maximum offering amount of the Company’s ongoing continuous Common Shares offering. However, the Company, through the Operating Partnership, has a right to either increase or lower the amount of the aggregate loan commitment with 60 days’ notice to ExchangeRight.

The largest aggregate principal outstanding balance under the RSLCA during the year ended December 31, 2022 was $112.1 million. Additionally, the principal outstanding balance under the RSLCA was $26.7 million as of December 31, 2022, with activity during the year ended December 31, 2022 including $155.6 million of advances and $201.8 million of repayments. The RSLCA bears interest at a rate equal to 12.0% per annum while outstanding, which resulted in the Company earning $8.9 million of interest income during the year ended December 31, 2022. Interest income was paid in full and the Company has no outstanding interest income receivable balance in relation to the RSLCA as of December 31, 2022.

Our Trustee believes that the existence of the ExchangeRight Secured Loan program provides three significant advantages to the Company:

1) The Company is able to utilize the ExchangeRight Secured Loan program to invest capital and earn a return as soon as possible after equity is invested and until the Company raises sufficient capital through this offering to acquire tranches of the Identified Trust Properties;

2) The ExchangeRight Secured Loan program provides the Company with access to shorter-term investments and the liquidity that the Company anticipates it will require while it raises sufficient capital to purchase the Identified Trust Properties and, thereafter, in order to fulfill future shareholder redemption requests; and

3) The ExchangeRight Secured Loan program is structured to generate a 12% return while funds are deployed, which is anticipated to be accretive to shareholder distributions at a risk profile similar to an investment in the Identified Trust Properties and our other targeted assets.

ExchangeRight has utilized acquisition debt and preferred equity capital structured similarly to the ExchangeRight Secured Loans, from eight funds since its inception in order to assist ExchangeRight in acquiring and syndicating assets to 1031 Exchange investors. Five of these funds have gone full cycle for investors. All such funds have met all redemption requests received as of the date of this Form 10. ExchangeRight has successfully sponsored 86 total offerings, all of which are either meeting or exceeding investor cash flow distribution projections, including these eight debt and preferred equity capital funds. Past performance is not indicative of future results.

Notes Receivable with ExchangeRight Managed DSTs

On August 25, 2022, the Company entered into a real estate note as the lender with a two property net-leased DST managed by ExchangeRight. The real estate note is for $3.6 million, matures on August 25, 2027, and bears interest at a fixed-rate of 6.00% and requires interest only payments. The Company had $3.6 million outstanding under this real estate note as of December 31, 2022, and earned $78,000 of interest income during the year ended December 31, 2022 in relation to this real estate note. Interest income was paid in full and the Company has no outstanding interest income receivable balance in relation to this real estate note as of December 31, 2022.

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On November 18, 2022, the Company entered into a junior unsecured line of credit agreement as the lender with a four property net-leased DST managed by ExchangeRight. The junior unsecured line of credit agreement is for a maximum of $2.6 million, matures on November 18, 2027, and bears interest at a fixed-rate of 7.25% and requires interest only payments. The Company had $2.4 million outstanding under this junior unsecured line of credit agreement as of December 31, 2022, and earned $21,000 of interest income during the year ended December 31, 2022 in relation to this junior unsecured line of credit agreement. Interest income was paid in full and the Company has no outstanding interest income receivable balance in relation to this junior unsecured line of credit agreement as of December 31, 2022.

Asset Management Fees to the Asset Manager

Effective February 28, 2019, we entered into an Asset Management Agreement with the Asset Manager and Operating Partnership (the “Asset Management Agreement”). The Asset Management Agreement was not negotiated at arm’s-length, nor has it been reviewed by an independent third party. Under the agreement, an annual asset management fee will be payable by the Operating Partnership to the Asset Manager, an affiliate of the Trustee, in the amount of 0.15% of the Company’s assets under management (the “Asset Management Fee”). For these purposes, the assets under management are calculated as the total value of the Company’s properties, based on the midpoint of the range of real estate values determined by an independent valuation firm as of the last day of the most recent calendar quarter, plus the value of the Company’s cash and other assets, including the ExchangeRight Secured Loans, as of such date. The Asset Management Fee will be payable quarterly (0.0375% each quarter) and in arrears. The Asset Management Agreement has an initial term of five years and will automatically renew at the expiration of the initial or any subsequent five-year term for an additional five-year term. The Operating Partnership may terminate the Asset Management Agreement at any time in the event of certain actions by the Asset Manager, including fraud or theft with respect to any of our properties or in connection with Asset Manager’s performance of its services under the agreement or upon breach of the performance of any of Asset Manager’s obligations under the agreement. The Asset Management Agreement will also terminate upon the transfer of all of our properties to a third party or the foreclosure or transfer in lieu of foreclosure of all of our properties, in connection with certain insolvency proceedings on behalf of the Asset Manager or the Operating Partnership, the sale of the Asset Manager, or at the option of a mortgagee, upon 30 days’ notice or less (as designated by the mortgagee) on the terms set forth in any such mortgage.

In the event that we acquire a new property other than an ExchangeRight DST Property, the Asset Manager will receive an acquisition fee equal to one percent (1.0%) of the purchase price of each property (the “Acquisition Fee”) payable to the Asset Manager by the Operating Partnership.

During the years ended December 31, 2022 and 2021, the Asset Manager earned an aggregate of $1,556,000 and $849,000 of Asset Management Fees, respectively.

Property Management Fees to the Property Manager

Effective February 28, 2019, we entered into a Property Management Agreement with the Property Manager and Operating Partnership (the “Property Management Agreement”). The Property Management Agreement was not negotiated at arm’s-length, nor has it been reviewed by an independent third party. Under the agreement, an annual property management fee will be payable by the Operating Partnership to the Property Manager, an affiliate of the Trustee, in an amount equal to 1.10% of the gross revenues earned by the Company from assets acquired by the Company, but excluding reimbursements relating to real estate taxes, insurance and common area maintenance charges and the fees earned by the Company from the RSLCA (the “Property Management Fee”). The Property Management Agreement had an initial term of three years, and was renewed on February 28, 2022, and will automatically renew at the expiration of any subsequent three-year term for an additional three-year term. The Operating Partnership may terminate the Property Management Agreement at any time in the event of certain actions by the Property Manager, including fraud or theft with respect to any of our properties or in connection with the Property Manager’s performance of its services under the agreement or upon breach of the

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performance of any of the Property Manager’s obligations under the agreement. The Property Management Agreement will also terminate upon the transfer of all of our properties to a third party or the foreclosure or transfer in lieu of foreclosure of all of our properties, in connection with certain insolvency proceedings on behalf of the Property Manager or our Operating Partnership, the sale of the Property Manager, or at the option of a mortgagee, upon 30 days’ notice or less (as designated by the mortgagee) on the terms set forth in any such mortgage.

During the years ended December 31, 2022 and 2021, the Property Manager earned an aggregate of $526,000 and $260,000 in Property Management Fees, respectively.

Organization and Offering Costs

ExchangeRight incurs certain organization and offering costs in connection with the Company’s current private Common Shares offering and the organization of the Company. These costs include, but are not limited to, fees related to special purpose entity formation, legal and accounting fees, valuation fees related to any expansion of the Common Shares offering, marketing expenses and other costs and expenses directly related to the offering and organization of the Company. All of these expenses are paid by ExchangeRight or its affiliates. ExchangeRight earns an amount equal to 1% of the gross proceeds to the Company from the offering which is expected to offset the incurred organizational and offering costs described above. ExchangeRight has agreed to pay a portion of the selling commissions and expenses of the Common Shares sold in the offering in an amount up to approximately 1.80% of the gross offering price of the Class A Common Shares sold in the offering.

Distributions Related to Special Limited Partner Interest

EIFG, an affiliate of ExchangeRight, holds a special limited partnership interest in our Operating Partnership, which entitles EIFG to receive a promote interest in the profits of our Operating Partnership in accordance with the following distribution waterfall set forth in the Operating Partnership’s limited partnership agreement:

• First, 100% to the holders of OP Units (including OP Units held by the Company, with respect to Common Shares issued by the Company) until they have received distributions, in cash or registered securities listed on a national securities exchange, equal to a seven percent (7.0%) cumulative, non-compounding annual return on all capital contributions made, or deemed to have been made, to our Operating Partnership;

• Second, 100% to the holders of OP Units, pro rata in accordance with their respective capital accounts, until all of the holders of OP Units have received cumulative distributions, in cash or registered securities listed on a national securities exchange, equal to their respective capital contributions; and

• Third, (i) 80% to the holders of OP Units, pro rata in accordance with their respective capital accounts, and (ii) 20% to EIFG as the special limited partner.

The 20% promote interest will also become payable in Common Shares or, under certain circumstances, cash, if our Common Shares, or the common equity securities of a successor entity in a business combination, are listed on a national securities exchange or if we engage in a business combination transaction in which our common shareholders receive cash or listed common equity securities of the surviving entity.

As of the date of this registration statement, EIFG has received no distributions pursuant to the foregoing distribution waterfall.

Compliance Fee to ERS

ERS has been engaged by ExchangeRight to oversee ExchangeRight personnel as it relates to potential limited interactions with retail investors in connection with this offering and may earn a compliance fee from ExchangeRight for its services. Any such compliance fee will be paid directly by ExchangeRight and will not be reimbursed by the Company or paid out of offering proceeds.

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Selling Commissions and Expenses to ERS

ERS also has been engaged by ExchangeRight to oversee ExchangeRight personnel as it relates to potential limited interactions with retail investors in connection with the Company’s current private Class A Common Shares offering and will earn up to $11,509,835 (0.5%) of the gross offering price of shares sold for that share class; provided, however, any such fees that are not paid to ERS will be retained by ExchangeRight on a nonaccountable basis, which up to half of such amount may be reallowed to the other broker-dealers acting as placement agents in the offering, at the discretion of ERS. In addition, ExchangeRight may pay up to 1.25% in additional commission based on the Class A Common Shares gross offering price for shares sold in this offering to ERS, in ExchangeRight’s sole discretion. Any such additional commissions due to ERS will be paid by ExchangeRight and will not be reimbursed by the Company or paid out of offering proceeds. For its Class I and Class S Shares, ExchangeRight may pay other broker-dealers, which could include ERS, a fee of up to 1.50% of the gross offering price of shares sold in the offering, in ExchangeRight’s sole discretion. Any such fees and commissions due will be paid by ExchangeRight and will not be reimbursed by the Company or paid out of offering proceeds.

Selling Commissions to Key Principals

Warren Thomas and Joshua Ungerecht also own and operate ERS and LCG, each a FINRA member broker-dealer, and may also be acting as a prospective investor’s registered representative or registered supervisor (or both), in connection with our private securities offerings. In that case, Messrs. Thomas and Ungerecht may receive selling commissions and expenses as a result of their sales efforts with respect to the Common Shares sold in our private offerings.

Real Estate Commissions to JRW Realty, Inc.

JRW Realty, Inc., a licensed real estate broker and an affiliate of ExchangeRight, may act as our real estate broker in connection with the identification and purchase of real estate properties other than the ExchangeRight DST Portfolios and any other Identified Trust Properties we acquire from an ExchangeRight affiliate. The amount of the commissions payable to JRW Realty in connection with these transactions will be fixed by the sellers of the properties, and all commissions will be paid by the sellers of properties and not by the Company. JRW Realty does not expect to act in a “dual agency” capacity or represent the seller of any properties sold to us or be involved in setting the total amount of commission payable in connection with the sale of the property or the amount reallowed to JRW Realty, as the buyer’s broker. A portion of any commissions received by JRW Realty may be reallowed to ExchangeRight.

Disposition Fees to ExchangeRight and its Affiliates

478 of the Identified Trust Properties are held in ExchangeRight DST Portfolios that are anticipated to be acquired from affiliates of ExchangeRight. We may, in the future, acquire other properties from ExchangeRight or its affiliates, including other DST programs sponsored by ExchangeRight. These DST programs include the payment of certain disposition fees to ExchangeRight or its affiliates from the net proceeds to the DST Portfolio investors. These disposition fees are estimated to be a maximum of $47.6 million and will be paid solely by the investors in the ExchangeRight DST Portfolios.

Indemnification

Our Declaration of Trust provides that we will indemnify the Trustee, each equity holder, member, manager, director, officer, employee, or agent of the Trustee, and each officer of the Company from and against certain expenses and costs relating to claims, suits, or proceedings arising from their service to us or, at our request, service to other entities, to the maximum extent permitted by Maryland law. See “Item 11. Description of Registrant’s Securities – Limitation of Liability; Indemnification; Duties” below.

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Director Independence

The information concerning independence of the individuals serving in the capacity of directors of the Company is set forth in “Item 5. Directors and Executive Officers – Corporate Governance – Director Independence” above.

Conflicts of Interest

Actual, potential or apparent conflicts of interest will arise as a result of the relationships between the Company, the Trustee, the Operating Partnership, ExchangeRight and their respective affiliates and subsidiaries. ExchangeRight is a vertically integrated real estate investment firm with extensive nationwide activities and, as such, ExchangeRight and its affiliates have multiple advisory, transactional, financial and other interests that may conflict with those of the Company and its shareholders. Below is a summary of various conflicts of interest in our transactions with ExchangeRight, the Trustee, the Operating Partnership and their respective officers, managers, and affiliates. One or more of these parties, and their affiliates, could in the future engage in additional activities that result in additional conflicts of interest not addressed below. Our Declaration of Trust and bylaws contain conflict resolution procedures. While these procedures and policies have been established to address conflicts of interest, there is no assurance that conflicts will be resolved in a manner favorable to the Company and any such conflicts and the manner in which they are addressed could have an adverse effect on the Company.

There can be no assurance that all conflicts of interest will be resolved in a manner that is favorable to the Company. Our officers and Trustee will attempt to balance our interests with the interests of others to whom they owe duties. However, to the extent that these persons take actions that are more favorable to other entities than to us, these actions could have a negative impact on our financial performance and, consequently, on dividends or other distributions to you and the value of your investment. In addition, our Trustee, officers and certain of our shareholders may engage for their own account in business activities of the types conducted or to be conducted by our subsidiaries and us.

Our Trustee has a fiduciary obligation to act on behalf of our shareholders. Under Maryland law and our Declaration of Trust, our Trustee must act in good faith, in a manner it reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our Declaration of Trust provides that, to the maximum extent permitted by Maryland law, no Covered Person (including the Trustee) will have any duty, fiduciary or otherwise, or obligation to present or offer any business opportunity to the Company or to refrain from competing with the Company. Thus, the Trustee and any other Covered Person may have business interests and engage in business activities similar, in addition to or in competition with those of or relating to the Company, so long as they act in good faith.

The Trustee, the Asset Manager and the Property Manager are Wholly-Owned by ExchangeRight

ExchangeRight is owned by the Key Principals and affiliated entities of the Key Principals, and it also is the sole member of the Trustee, the Asset Manager and the Property Manager, which can create a conflict of interest among the multiple roles it, its principals and its affiliates fulfill. Accordingly, the Trustee, the Asset Manager and the Property Manager are affiliates owned by the same entity and, thus, any agreements between the parties are not the result of arm’s-length negotiations. In addition, ExchangeRight may act as the manager of other limited liability companies and/or as the general partner of limited partnerships and may form other business entities. ExchangeRight may have additional responsibilities to provide management and services to a number of other entities in addition to the Trustee, the Asset Manager and the Property Manager.

Acquisition of Properties from ExchangeRight and its Affiliates

The Identified Trust Properties are, and we expect that some or all of the additional properties identified for us to acquire by our Trustee will be, owned or managed by ExchangeRight or its affiliates. We will not increase the aggregate Common Share offering amount unless we obtain an independent valuation of the portfolio of

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properties, and determine that the acquisition, on a portfolio basis, will result in a projected NAV (determined using the same principles used to determine the NAV) that is equivalent to or at a premium to the then-current NAV per share of the Company. We have not, and do not intend to, obtain an independent valuation for each additional property before its acquisition. As a result, we may acquire one or more properties from ExchangeRight or its affiliates at a price that exceeds the fair value of that property.

Other Activities of Our Key Principals and Officers

We rely on our Key Principals, officers and other key employees for the day-to-day operation of our business. ExchangeRight and our Key Principals manage in excess of $5.4 billion dollars in assets under management and are actively engaged in acquiring, syndicating, managing, and selling stabilized commercial real estate on a nationwide basis on behalf of their own accounts and for over 7,600 real estate investors across the country. In addition to ExchangeRight, our Key Principals own and operate Telos Capital, a sister company to ExchangeRight that is focused on the acquisition, development, redevelopment, repositioning, management and sales of value-added and opportunistic commercial real estate. Warren Thomas and Joshua Ungerecht also own and operate ERS and LCG, each a FINRA member broker-dealer, JRW Investments, an Office of Supervisory Jurisdiction under LCG, and JRW Realty, a licensed real estate broker. David Fisher is also the owner and President/CEO of the family office investment entity DLF Investments, LLC, which focuses on a variety of real estate ownership investments. Mr. Fisher is also the President and CEO of Rise Capital Partners, which is his family business primarily focused on the development and management of apartment communities currently primarily in Southern Minnesota. As a result of the interests of members of our management team in other ventures and the fact that they also are engaged, and will continue to engage, in other business activities, our officers and other key persons may have conflicts of interest in allocating their time between us and other activities in which they are involved. However, we believe that our officers and other key employees have sufficient time to discharge fully their responsibilities to the Company and all other ventures in which they are involved.

Lack of Separate Legal Representation

ExchangeRight, the Trustee, the Company, the Operating Partnership, and their affiliates may be represented by the same legal counsel. There is a possibility that in the future the interests of the various parties may become adverse, and under the relevant state codes of professional responsibility, our legal counsel may be precluded from representing any one or all of such parties. In the event that a dispute were to arise between us, our outside legal counsel or any of their affiliates, separate counsel for such matters will be retained as and when appropriate.

Interests in Other Activities

ExchangeRight and its affiliates, including the Trustee, may engage in other business ventures for their own account or for the account of others. These ventures may or may not be related to the business of the Company and may include properties that compete with the properties owned by the Company.

Obligations to Other Entities and Other Opportunities

None of the Trustee, the Asset Manager, the Property Manager or any of their affiliates or members of their management is required to devote its full time and effort to the affairs of the Company. Conflicts of interest may occur with respect to the obligations that the Trustee owes to the Company, as well as similar obligations of its affiliates to other entities. Each member of management of the Trustee, the Asset Manager, the Property Manager or any of their affiliates reserves the right to invest in, pursue, develop, own, manage, operate or otherwise participate in (including, without limitation, as an investor in, lender to or consultant or advisor to, or director, officer or manager of, any other entity) all business opportunities of any nature for its own account, including opportunities that may directly or indirectly compete with the Company. No such member of management will have any obligation to first present such business opportunities to the Company or allow the Company or the shareholders to share or participate in such other investments or activities or to the income or proceeds derived therefrom.

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Moreover, the Company and its properties will not have independent management, as the Company will rely on the Trustee, the Asset Manager and the Property Manager, all of which are wholly-owned by the same entity, ExchangeRight. Other investment projects in which ExchangeRight and its affiliates participate may compete with the Company, the Trustee, the Asset Manager and the Property Manager for the time and resources of ExchangeRight and its affiliates. The Trustee, the Asset Manager and the Property Manager and their affiliates will very likely have conflicts of interest in allocating management time, services and functions among the Company and its properties and other existing companies and businesses, as well as any future companies or business entities. The Trustee is not required to manage the Company as its sole and exclusive function and may have other business interests and engage in activities in addition to those relating to the Company. The Trustee, the Asset Manager and the Property Manager and their affiliates presently believe that they currently have the capacity to discharge their responsibilities to the Company and with respect to its properties, notwithstanding their participation in other present and future investment programs and projects, but there can be no assurance of this and prospective investors should consider these actual and potential conflicts of interest carefully prior to making any investment in the shares.

Resolution of Conflicts of Interest

The Trustee, ExchangeRight, the Asset Manager, the Property Manager and their affiliates have not developed, and do not expect to develop, any formal process for resolving conflicts of interest. While the foregoing conflicts could materially and adversely affect the Company’s shareholders, the Trustee, ExchangeRight, the Asset Manager, the Property Manager and their affiliates, in their sole judgment and discretion, will decide if and how to try to mitigate such potential adversity by the exercise of their business judgment in an attempt to fulfill any fiduciary obligations. There can be no assurance that such an attempt will prevent adverse consequences resulting from the numerous potential conflicts of interest.

ITEM 8. LEGAL PROCEEDINGS

We and our Trustee may from time to time be a party to legal proceedings which arise in the ordinary course of our business. The Company’s management is not aware of any current or pending legal proceedings to which we or any of our subsidiaries, or the Trustee, are a party or to which any of our property is subject, the outcome of which would, in management’s judgment based on information currently available, have a material adverse effect on our results of operations or financial condition, nor is management aware of any such legal proceedings contemplated by governmental authorities.

ITEM 9. MARKET PRICE OF DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is no established trading market for any class of our Common Shares. As of the date of this registration statement, we had 9,659,130 Class A Common Shares outstanding held by 1,315 holders and 5,439,500 Class I Common Shares outstanding held by 802 holders. As of the of the date of this registration statement, we had no Class S Common Shares issued and outstanding. As of the of the date of this registration statement, there were no outstanding options or warrants to purchase our Common Shares or other securities convertible into our Common Shares. The Company has not agreed to register under the Securities Act for sale by shareholders any securities of the Company.

Valuation Procedures

Our Trustee 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. To calculate our NAV for the purpose of establishing a purchase and redemption price for our Common Shares, our Trustee has adopted a

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model, as explained below, which adjusts the value of certain of our assets from historical cost to fair value. As a result, our NAV may differ from the amount reported as shareholder’s equity on the face of our financial statements prepared in accordance with GAAP. When the fair value of our assets is calculated for the purposes of determining our NAV per share, the calculation is done using the fair value methodologies detailed within the Financial Accounting Standards Board Accounting Standards Codification under Topic 820, Fair Value Measurements and Disclosures, and performed in accordance with Uniform Standards of Professional Appraisal Practice (“USPAP”), which is completed by an independent valuation firm. The independent valuation is reviewed by our Trustee in determining the NAV per share. The Trustee anticipates using the midpoint of the independent valuation reports for determining our NAV per share; provided, however, the methodology for valuation of NAV is in the sole discretion of the Trustee. The valuation procedures and our NAV are not subject to GAAP and will not be subject to independent audit. Our NAV may differ from equity reflected on our audited financial statements. Furthermore, no rule or regulation requires that we calculate NAV in a certain way. Although we believe our NAV calculation methodologies are consistent with standard industry practices, there is no established guidance among public REITs, whether listed or not, for calculating NAV in order to establish a purchase and redemption price. As a result, other public REITs may use different methodologies or assumptions to determine NAV.

The Trustee calculates our NAV as of the end of each calendar quarter as the sum of the value of our real property portfolio, as determined by the independent valuation firm or another valuation service provider, as of the end of such calendar quarter, ExchangeRight Secured Loans, cash, reserves, and any other assets of the Company, less the total amount of our real estate-related liabilities and any other liabilities. At any time we have more than one class or series of Common Shares outstanding, the Trustee first determines the NAV of the Company and then uses such aggregate NAV to determine the NAV of each such class or series of our Common Shares by making adjustments applicable to such class or series, to the extent such adjustments are necessary. The Trustee calculates our NAV per Common Share as of the end of each calendar quarter as our NAV divided by the total number of our Common Shares outstanding as of the close of business on the last day of the calendar quarter. We expect that we will publish any adjustment to the NAV on or before the 45th day following each completed fiscal quarter, unless such day is a Saturday, Sunday or banking holiday, in which case publication will be on the next business day.

NAV per share was initially approved by our Trustee as of March 31, 2020, which corresponded to the approximate one-year anniversary of our initial investors, who at such time would have been eligible to request the repurchase of their shares pursuant to our share repurchase program. The following table presents our quarterly NAV per share approved by our Trustee for our Class A, Class I, and Class S Common Shares from March 31, 2020 through March 31, 2023:

	NAV per share
	Class A			Class I			Class S
March 31, 2020	$	27.56		$	27.56			n/a
June 30, 2020	$	27.60		$	27.60			n/a
September 30, 2020	$	27.62		$	27.62			n/a
December 31, 2020	$	27.67		$	27.67			n/a
March 31, 2021	$	27.69		$	27.69			n/a
June 30, 2021	$	27.75		$	27.75			n/a
September 30, 2021	$	27.81		$	27.81			n/a
December 31, 2021	$	28.48		$	28.48			n/a
March 31, 2022	$	28.57		$	28.57			n/a
June 30, 2022	$	28.94		$	28.94		$	28.94
September 30, 2022	$	29.20		$	29.20		$	29.20
December 31, 2022	$	28.50	(a)	$	28.50	(a)	$	28.50	(a)
March 31, 2023	$	27.74		$	27.74		$	27.74

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(a) The Trustee previously declared a $28.50 NAV per share/unit for our Common Shares and OP Units as of December 31, 2022, which was $0.02 lower than the reconciled results utilizing the midpoint of the independent valuation of real estate.

For further details regarding NAV and for a reconciliation of our NAV per share to its most comparable GAAP measure as of December 31, 2022, please refer to “Item 2. Financial Information – Non-GAAP Financial Measures – Net Asset Value.”

Rule 144

Rule 144 under the Securities Act provides a safe harbor from the registration provisions of the Securities Act for resales of restricted and control securities by parties other than the issuer of the securities if all applicable conditions of the rule are met.

Under Rule 144 as currently in effect, beginning 90 days after the effective date of this Form 10, a person who is not deemed to have been an affiliate of the Company at any time during the three months preceding a sale of Common Shares, and who has beneficially owned our Common Shares considered to be restricted securities under Rule 144 for at least six months, would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person of the Company who has beneficially owned Common Shares considered to be restricted securities under Rule 144 for at least one year would be entitled to sell those shares without regarding to any other provisions of Rule 144.

An affiliate of the Company who has beneficially owned our Common Shares for at least six months would be entitled to sell, within any three-month period, a number of Common Shares that does not exceed 1% of the applicable class of our Common Shares then outstanding, which equals approximately 96,591 Class A Common Shares and 54,395 Class I Common Shares, based on the number of such Common Shares outstanding as of the date of this Form 10.

Sales of our Common Shares under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates also are subject to manner of sale provisions, notice requirements, and the availability of current public information about us.

Distributions

U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income. Any distributions we make are at the discretion of our Trustee and depend upon our actual results of operations and other factors. To the extent that in respect of any calendar year, cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities. For more information regarding risk factors that could materially adversely affect our earnings and financial condition, see “Item 1A. Risk Factors.”

We commenced declaring distributions to our Class I Common shareholders in April 2019 and Class A Common shareholders in July 2019. We had no Class S Common Shares issued and outstanding as of the date of this registration statement.

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The following table summarizes the regular per share distributions declared by our Trustee during 2023:

	2023
	Class A		Class I
January	$	0.1449	$	0.1449
February	$	0.1449	$	0.1449
March	$	0.1449	$	0.1449
	$	0.4347	$	0.4347

The following table summarizes the regular per share distributions declared by our Trustee since inception through December 31, 2022:

	Years ended December 31,												Period From January 11, 2019 (inception) through December 31, 2019
	2022				2021				2020
	Class A		Class I		Class A		Class I		Class A		Class I		Class A		Class I
January	$	0.1445	$	0.1445	$	0.1435	$	0.1435	$	0.1427	$	0.1427	$	—	$	—
February	$	0.1445	$	0.1445	$	0.1435	$	0.1435	$	0.1431	$	0.1431	$	—	$	—
March	$	0.1445	$	0.1445	$	0.1445	$	0.1445	$	0.1431	$	0.1431	$	—	$	—
April	$	0.1449	$	0.1449	$	0.1445	$	0.1445	$	0.1431	$	0.1431	$	—	$	0.1354
May	$	0.1449	$	0.1449	$	0.1445	$	0.1445	$	0.1435	$	0.1435	$	—	$	0.1354
June	$	0.1449	$	0.1449	$	0.1445	$	0.1445	$	0.1435	$	0.1435	$	—	$	0.1354
July	$	0.1449	$	0.1449	$	0.1445	$	0.1445	$	0.1435	$	0.1435	$	0.1354	$	0.1354
August	$	0.1449	$	0.1449	$	0.1445	$	0.1445	$	0.1435	$	0.1435	$	0.1427	$	0.1427
September	$	0.1449	$	0.1449	$	0.1445	$	0.1445	$	0.1435	$	0.1435	$	0.1427	$	0.1427
October	$	0.1449	$	0.1449	$	0.1445	$	0.1445	$	0.1435	$	0.1435	$	0.1427	$	0.1427
November	$	0.1449	$	0.1449	$	0.1445	$	0.1445	$	0.1435	$	0.1435	$	0.1427	$	0.1427
December	$	0.1449	$	0.1449	$	0.1445	$	0.1445	$	0.1435	$	0.1435	$	0.1427	$	0.1427
	$	1.7376	$	1.7376	$	1.7320	$	1.7320	$	1.7200	$	1.7200	$	0.8489	$	1.2551

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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

Common Shares Offering

On February 28, 2019, we commenced private placement offerings of our Class I and Class A Common Shares, the terms of which have been updated from time to time as described below. Upon the receipt of investment proceeds from the offering of our Common Shares, we transfer the net investment proceeds to our Operating Partnership in exchange for OP Units to be held by the Company. The offerings had an initial aggregate offering amount of $100,000,000, which has since been increased by the Trustee to the current aggregate offering amount of $2.165 billion, as indicated in the table below. The Common Shares are being sold only for cash. The offering does not have a defined expiration date and will be left open to investors until the Trustee determines to terminate the offering. We also have offered the Common Shares at various offering prices, as determined by the Trustee, effective at various intervals, as indicated in each section below. Since inception, we offered the Common Shares in reliance upon an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. The Common Shares are being offered and sold only to purchasers who are “accredited investors” as defined in Rule 501(a) of Regulation D.

The following table provides pertinent information regarding the maximum offering amounts of the Common Shares offered by us since the inception of the offering on February 28, 2019 through the date of this registration statement:

Effective date	Maximum offering amount
Inception	$	100,000,000
May 18, 2020	$	200,000,000
March 2, 2021	$	500,000,000
April 4, 2022	$	2,165,000,000

Following is a further description of the specific characteristics of the Class I, Class A and Class S Common Shares offerings.

Class I Common Shares Offering

On April 14, 2023, the Trustee declared a $27.74 NAV per Class I Common Share, and the offering price of Class I Common Shares has been adjusted to $27.74 to match the declared NAV per Class I Common Share as of March 31, 2023. Going forward, the offering price of the Class I Common Shares will be adjusted quarterly in conjunction with any updates to the NAV per Class I Common Share. The following table provides pertinent information regarding the offering prices of the Class I Common Shares offered by us since the inception of the offering on February 28, 2019 through the date of this registration statement:

Effective date	Offering price
Inception	$	25.00
March 2, 2021	$	26.00
November 8, 2021	$	26.09
January 4, 2022	$	26.64
April 4, 2022	$	27.82
August 3, 2022	$	28.18
April 1, 2023	$	27.71
April 14, 2023	$	27.74

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As of the date of this registration statement, the Company has sold 5,594,034 Class I Common Shares pursuant to this offering resulting in gross offering proceeds of approximately $145.6 million. Of this amount, 5,439,500 Class I Common Shares remain outstanding as of the date of this registration statement. Additionally, 600,000 Class I Common Shares have been purchased by EIFG, which is an affiliate of the Company and a wholly-owned subsidiary of ExchangeRight, and remain outstanding as of the date of this registration statement.

Additionally, as of the date of this registration statement, holders of 255,277 Class I Common Shares (including holders of 100,745 Class I Common Units of the Operating Partnership that have elected to convert their OP Units into Class I Common Shares) have elected to redeem their Class I Common Shares, resulting in a total cash outlay by the Company to such holders of $6.6 million.

We have engaged broker-dealers who are registered with the SEC and members of the FINRA to act as our exclusive placement agents in connection with the offering. The placement agents are acting on a “best-efforts basis” in connection with the offering and are not purchasing, or otherwise acting as underwriters in connection with, the securities offered by us. Selling commissions and expenses to the placement agents currently equal a maximum of 1.50% (historically they have ranged from 0.00% to 2.50%) of the gross offering price of shares sold in the offering, and have been paid fully by ExchangeRight and not the Company. As of the date of this registration statement, aggregate selling commissions of $0.7 million have been paid in connection with the offering since inception, of which ExchangeRight has agreed to pay the entire selling commissions and expenses of shares sold in the offering. Additionally, ExchangeRight incurs certain organization and offering costs in connection with the offering of the Class I Common Shares and the organization of the Company. These costs include, but are not limited to, fees related to special purpose entity formation, legal and accounting fees, valuation fees related to any expansion of the offering, marketing expenses and other costs and expenses directly related to the offering and organization of the Company. All of these expenses are paid by ExchangeRight or its affiliates. ExchangeRight earns an amount equal to 1% of the gross proceeds to the Company from the offering of Class I Common Shares which is expected to offset the organizational and offering costs incurred described above. These amounts totaled $1.5 million since the inception of the offering.

Class A Common Shares Offering

On April 14, 2023, the Trustee declared a $27.74 NAV per Class A Common Share, and the offering price of Class A Common Shares has been adjusted to $29.49 to match the declared NAV per Class A Common Share, inclusive of net selling commissions, as of March 31, 2023. Going forward, the offering price of the Class A Common Shares will be adjusted quarterly in conjunction with any updates to the NAV per Class A Common Share. The following table provides pertinent information regarding the offering prices of the Class A Common Shares offered by us since the inception of the offering on February 28, 2019 through the date of this registration statement:

Effective date	Offering price
Inception	$	26.58
March 2, 2021	$	27.64
November 8, 2021	$	27.74
January 4, 2022	$	28.33
April 4, 2022	$	29.58
August 3, 2022	$	29.96
April 1, 2023	$	29.46
April 14, 2023	$	29.49

As of the date of this registration statement, the Company has sold 9,804,288 Class A Common Shares pursuant to this offering resulting in gross offering proceeds of approximately $271.8  million. Of this amount, 13,007 shares have been purchased and remain outstanding by Key Principals and executive officers of the Company. See “Item 4. Security Ownership of Certain Beneficial Owners and Management” for further ownership information. As of the date of this registration statement, 9,659,130 Class A Common Shares remain outstanding.

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Additionally, as of the date of this registration statement, holders of 145,158 Class A Common Shares have elected to redeem their Class A Common Shares, resulting in a total cash outlay by the Company to such holders of $3.8 million.

We have engaged broker-dealers who are registered with the SEC and members of the FINRA to act as our exclusive placement agents in connection with the offering. The placement agents are acting on a “best-efforts basis” in connection with the offering and are not purchasing, or otherwise acting as underwriters in connection with, the securities offered by us. Selling commissions and expenses to the placement agents equal a maximum of 7.75% of the gross offering price of shares sold in the offering. As of the date of this registration statement, aggregate selling commissions of $21.1 million have been paid in connection with the offering since inception. ExchangeRight has agreed to pay a portion of selling commissions and expenses of shares sold in the offering in an amount up to approximately 1.80% of the gross offering price of shares sold in the offering, which totaled $4.9 million as of the date of this registration statement. The remaining selling commissions and expenses after ExchangeRight’s support are paid out of the offering proceeds in connection with the offering. Additionally, ExchangeRight incurs certain organization and offering costs in connection with the offering of the Class A Common Shares and the organization of the Company. These costs include, but are not limited to, fees related to special purpose entity formation, legal and accounting fees, valuation fees related to any expansion of the offering, marketing expenses and other costs and expenses directly related to the offering and organization of the Company. All of these expenses are paid by ExchangeRight or its affiliates. ExchangeRight earns an amount equal to 0.94% of the gross proceeds to the Company from the offering of Class A Common Shares which is expected to offset the organizational and offering costs incurred described above. These amounts totaled $2.6 million since the inception of the offering.

Class S Common Shares Offering

On April 14, 2023, the Trustee declared a $27.74 NAV per Class S Common Share, and the offering price of Class S Common Shares has been adjusted to $28.75 to match the declared NAV per Class S Common Share, inclusive of net selling commissions, as of March 31, 2023. Going forward, the offering price of the Class S Common Shares will be adjusted quarterly in conjunction with any updates to the NAV per Class S Common Share. The following table provides pertinent information regarding the offering prices of the Class S Common Shares offered by us since the inception of the Class S Common Share class (April 4, 2022) through the date of this registration statement:

Effective date	Offering price
April 4, 2022	$	28.83
August 3, 2022	$	29.20
April 1, 2023	$	28.72
April 14, 2023	$	28.75

As of the date of this registration statement, the Company has not sold any Class S Common Shares.

We have engaged broker-dealers who are registered with the SEC and members of the FINRA to act as our exclusive placement agents in connection with the offering. The placement agents are acting on a “best-efforts basis” in connection with the offering and are not purchasing, or otherwise acting as underwriters in connection with, the securities offered by us. Selling commissions and expenses to the placement agents equal a maximum of 3.50% of the gross offering price of shares sold in the offering. Additionally, ExchangeRight incurs certain organization and offering costs in connection with the offering of the Class S Common Shares and the organization of the Company. These costs include, but are not limited to, fees related to special purpose entity formation, legal and accounting fees, valuation fees related to any expansion of the offering, marketing expenses and other costs and expenses directly related to the offering and organization of the Company. All of these expenses are paid by ExchangeRight or its affiliates. ExchangeRight earns an amount equal to 0.97% of the gross proceeds to the Company from the offering of Class S Common Shares which is expected to offset the organizational and offering costs incurred described above.

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Class I Common Units of the Operating Partnership

DST Acquisitions

The Class I Common Units are being issued to (1) the holders of interests in various DSTs in connection with the Operating Partnership’s acquisition of the DSTs. These acquisitions of the DSTs are accomplished pursuant to various merger agreements entered into between the applicable DST and the Operating Partnership. Under the terms of the merger agreements, the subject DST merges into the Operating Partnership as a wholly-owned subsidiary, and in consideration therefor, the holders of ownership interests in the DSTs are offered the opportunity to elect to exchange their interests in the DSTs for cash (taxable), to perform another Code Section 1031 exchange (tax-deferred), or exchange their interests in the DSTs for Class I Common Units (tax-deferred) or any combination thereof. As a result of these mergers, the Operating Partnership acquired ownership of the properties owned by each DST.

The holders of Class I Common Units have the right to cause their Class I Common Units to be redeemed by the Operating Partnership for cash, unless we, in our sole discretion, elect to purchase such Class I Common Units in exchange for Class I Common Shares of the Company, issuable on a 1:1 basis, subject to adjustment under certain circumstances. We currently intend to elect to pay the redemption price for all Class I Common Units tendered for redemption in the form of Class I Common Shares. The following table provides information regarding the acquisitions of the DSTs pursuant to the merger transactions described above through the date of this registration statement, and the Class I Common Units issued by the Operating Partnership in connection with those transactions:

DST acquisition date	Properties acquired		Purchase price		Class I Common Unit issuance price per unit		Class I Common Units issued
8/29/2019		1	$	1,512,730	$	25.00		18,069
9/26/2019		7	$	11,444,922	$	25.00		158,109
10/15/2019		13	$	41,317,721	$	25.00		210,728	(a)
12/18/2019		19	$	53,816,149	$	25.00		422,205	(b)(c)
9/29/2020		9	$	14,538,569	$	25.00		183,040
10/29/2020		20	$	51,460,921	$	25.00		299,582	(d)
3/25/2021		17	$	56,329,424	$	26.00		346,766	(e)
3/30/2021		11	$	17,122,959	$	25.00		220,583
11/1/2021		16	$	58,967,550	$	26.00		486,352	(f)
12/9/2021		14	$	24,135,370	$	26.09		169,823
2/9/2022		16	$	31,832,137	$	25.00		119,511	(g)
3/2/2022		19	$	62,073,727	$	26.09		569,943	(h)
4/1/2022		16	$	34,436,292	$	27.54		265,813	(i)
6/24/2022		16	$	69,283,798	$	27.54		828,671	(j)
7/26/2022		17	$	62,371,222	$	28.53		668,800	(k)
8/24/2022		21	$	67,244,054	$	28.53		659,121	(l)
8/30/2022		17	$	47,459,166	$	28.90		463,678	(m)
9/7/2022		22	$	47,877,760	$	28.90		476,923
9/14/2022		20	$	70,459,392	$	28.90		607,908	(n)(o)
10/27/2022		22	$	46,622,886	$	28.90		384,359

(a) Of this amount, W & R Thomas, LLC where Mr. Thomas is the managing member with sole voting and dispositive power, received 2,605 Class I Common Units in exchange for its interest in the acquired DST.

(b) Of this amount, an irrevocable trust of which Mr. Ungerecht is the co-trustee, along with Mr. Ungerecht’s wife, for which the beneficiary of the trust is Mr. Ungerecht’s grandmother, received 9,212 Class I Common Units in exchange for the trust’s interests in the acquired DST.

(c) Of this amount, W & R Thomas, LLC where Mr. Thomas is the managing member with sole voting and dispositive power, received 5,743 Class I Common Units in exchange for its interest in the acquired DST.

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(d) Of this amount, W & R Thomas, LLC where Mr. Thomas is the managing member with sole voting and dispositive power, received 5,270 Class I Common Units in exchange for its interest in the acquired DST.

(e) Of this amount, W & R Thomas, LLC where Mr. Thomas is the managing member with sole voting and dispositive power, received 3,506 Class I Common Units in exchange for its interest in the acquired DST.

(f) Of this amount, W & R Thomas, LLC where Mr. Thomas is the managing member with sole voting and dispositive power, received 5,515 Class I Common Units in exchange for its interest in the acquired DST.

(g) Of this amount, W & R Thomas, LLC where Mr. Thomas is the managing member with sole voting and dispositive power, received 3,827 Class I Common Units in exchange for its interest in the acquired DST.

(h) Of this amount, W & R Thomas, LLC where Mr. Thomas is the managing member with sole voting and dispositive power, received 3,931 Class I Common Units in exchange for its interest in the acquired DST.

(i) Of this amount, W & R Thomas, LLC where Mr. Thomas is the managing member with sole voting and dispositive power, received 3,845 Class I Common Units in exchange for its interest in the acquired DST.

(j) Of this amount, W & R Thomas, LLC where Mr. Thomas is the managing member with sole voting and dispositive power, received 3,838 Class I Common Units in exchange for its interest in the acquired DST.

(k) Of this amount, W & R Thomas, LLC where Mr. Thomas is the managing member with sole voting and dispositive power, received 3,400 Class I Common Units in exchange for its interest in the acquired DST.

(l) Of this amount, W & R Thomas, LLC where Mr. Thomas is the managing member with sole voting and dispositive power, received 3,713 Class I Common Units in exchange for its interest in the acquired DST.

(m) Of this amount, an irrevocable trust of which Mr. Ungerecht is the co-trustee, along with his aunt, for which the beneficiary of the trust is Mr. Ungerecht’s grandmother, received 3,770 Class I Common Units in exchange for the trust’s interests in the acquired DST.

(n) Of this amount, an irrevocable trust of which Mr. Ungerecht is the co-trustee, along with his aunt, for which the beneficiary of the trust is Mr. Ungerecht’s grandmother, received 3,261 Class I Common Units in exchange for trust’s interests in the acquired DST.

(o) Of this amount, W & R Thomas, LLC where Mr. Thomas is the managing member with sole voting and dispositive power, received 3,803 Class I Common Units in exchange for its interest in the acquired DST.

The Operating Partnership has engaged broker-dealers who are registered with the SEC and members of the FINRA to act as its exclusive placement agents in connection with the offering. The placement agents are acting on a “best-efforts basis” in connection with the offering and are not purchasing, or otherwise acting as underwriters in connection with, the securities offered by the Operating Partnership. Selling commissions and expenses to the placement agents are up to 2.50% of the gross offering price of units sold in the offering. As of the date of this registration statement, aggregate selling commissions of $4.9 million have been paid in connection with the offering since inception. For DST acquisitions from inception through April 1, 2022, ExchangeRight agreed to pay the entire selling commissions of units sold in the offering, which totaled $2.8 million. Subsequent to the April 1, 2022 DST acquisition, the Operating Partnership is responsible for the payment of these selling commissions and expenses. Additionally, ExchangeRight incurs certain organization and offering costs in connection with the offering of the Class I Common Units and the organization of the Operating Partnership. These costs include, but are not limited to, fees related to special purpose entity formation, legal and accounting fees, valuation fees related to the expansion of the offering, marketing expenses and other costs and expenses directly related to the offering and organization of the Company. All of these expenses are paid by ExchangeRight or its affiliates. ExchangeRight earns an amount equal to 0.97% of the gross proceeds to the Operating Partnership from the offering of Class I Common Units which is expected to offset the organizational and offering costs incurred described above. These amounts totaled $2.1 million since the inception of the offering.

Additionally, as of the date of this registration statement, holders of 100,745 Class I Common Units have elected to cause the Operating Partnership to redeem their Class I Common Units, and we have elected to purchase 100,745 Class I Common Units in exchange for the issuance of 100,745 Class I Common Shares.

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ExchangeRight Investment in Class I Common Units

Since inception, ExchangeRight has acquired Class I Common Units to accelerate property acquisitions on behalf of the Company. Such capital investment was in lieu of the Company borrowing additional funds. This capital infusion ensured a more quickly diversified portfolio acquisition for the benefit of the Company’s shareholders. ExchangeRight’s investment in Class I Common Units are at the same terms as offered to the other OP Unit holders at the time of acquisition. The following table provides information regard ExchangeRight’s acquisition and redemption activity of Class I Common Units since inception:

Date	Transaction		Class I Common Units issued / (redeemed)			Class I Common Units issuance/redemption price per unit		Transaction amount
9/23/2019		Acquisition		204,000		$	25.00	$	5,100,000
9/26/2019		Acquisition		128,000		$	25.00	$	3,200,000
10/15/2019		Acquisition		604,000		$	25.00	$	15,100,000
10/22/2019		Acquisition		200,000		$	25.00	$	5,000,000
12/18/2019		Acquisition		656,000		$	25.00	$	16,400,000
2/18/2020		Redemption		(320,000	)	$	25.00	$	(8,000,000	)
3/31/2020		Redemption		(232,000	)	$	25.00	$	(5,800,000	)
5/14/2020		Redemption		(240,000	)	$	25.00	$	(6,000,000	)
6/29/2020		Redemption		(328,000	)	$	25.00	$	(8,200,000	)
8/7/2020		Redemption		(480,000	)	$	25.00	$	(12,000,000	)
9/30/2020		Acquisition		900,000		$	25.00	$	22,500,000
10/2/2020		Redemption		(400,000	)	$	25.00	$	(10,000,000	)
12/29/2020		Redemption		(600,000	)	$	25.00	$	(15,000,000	)
12/30/2020		Redemption		(60,000	)	$	25.00	$	(1,500,000	)
3/31/2021		Acquisition		1,150,000		$	26.00	$	29,900,000
6/30/2021		Acquisition		400,000		$	26.00	$	10,400,000
7/27/2021		Redemption		(32,000	)	$	25.00	$	(800,000	)
7/27/2021		Redemption		(1,007,692	)	$	26.00	$	(26,200,000	)
9/30/2021		Redemption		(150,000	)	$	26.00	$	(3,900,000	)
3/30/2022		Redemption		(315,000	)	$	26.00	$	(8,190,000	)
				77,308				$	2,010,000

Other than as set forth above, we have not sold any securities which were not registered under the Securities Act since inception.

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ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

The following is a summary of the rights and preferences of our Common Shares. We encourage you to read carefully this entire Form 10, our Declaration of Trust, and bylaws, and the relevant provisions of Maryland law for a more complete understanding of our Common Shares. Copies of our Declaration of Trust and bylaws are filed as exhibits to this Form 10; and the following summary, to the extent it relates to those documents, is qualified in its entirety by references thereto.

General

We were formed under the laws of the State of Maryland. Under our Declaration of Trust, we are authorized to issue an unlimited number of Common Shares, an unlimited number of which are classified as Class I Common Shares, an unlimited number of which are classified as Class A Common Shares and an unlimited number of which are classified as Class S Common Shares. Subject to the rights of holders of any class or series of shares of beneficial interest, our Trustee has the power, without approval of our shareholders, to classify and reclassify any of the Company’s unissued beneficial interests, which are divided into shares of beneficial interest (all such classes or series of shares, including the Class I Common Shares and the Class A Common Shares, the “Equity Shares”), into other classes or series of common or preferred Equity Shares. The Trustee may, without any action by the shareholders, set the number, par value, designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption for each new class or series of Equity Shares. The Company currently has no preferred Equity Shares outstanding. If shares of one class or series are classified or reclassified into shares of another class or series pursuant to our Declaration of Trust, then, except to the extent that the Company is authorized to issue an unlimited number of shares of any such class or series, the number of authorized shares of the former class or series shall be automatically decreased and the number of authorized shares of the latter class or series shall be automatically increased, in each case by the number of shares so classified or reclassified.

Common Shares

General. The preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the Class I, Class A and Class S Common Shares are identical except for certain conversion rights with respect to the Class A Common Shares as set forth below in the section entitled “Conversion Rights of Class A Common Shares” (the “Class A Common Shares Conversion Rights”). Subject to the provisions of applicable law and the rights of the holders of any outstanding Equity Shares of any other class or series and except as may be provided with respect to any class or series of our common shares the holders of Class I, Class A and Class S Common Shares are entitled to receive ratably such dividends and other distributions as may be authorized by our Trustee of the Trust, in its discretion, from funds legally available therefor, and declared by the Company. We must generally distribute annually to our shareholders an amount that equals at least 90% of our REIT taxable income before the deduction of dividends paid and excluding any net capital gain. In the event we have more REIT taxable income than cash on hand, the Trustee is authorized to declare a “consent dividend” procedure to satisfy the distribution requirement, which consists of deeming a dividend having been made to the holders of common shares. Such consent dividend is generally treated as a taxable dividend even though no cash or property is actually distributed by us. In the event of the dissolution of the Company, holders of Common Shares are entitled to receive the net assets of the Company after any preferential amounts required to be paid or distributed to holders of outstanding Equity Shares of any other class or series. Holders of Common Shares do not have any preemptive or appraisal rights.

Conversion Rights of Class A Common Shares. Each Class A Common Share held in a shareholder’s account shall automatically and without any action on the part of the shareholder thereof convert into a number of Class I Common Shares equal to the Conversion Rate (as defined below) upon a listing (“Listing”) of any class of Common Shares pursuant to an effective registration statement on any securities exchange registered with the SEC under the Securities Act, or any merger, consolidation, transfer of all or substantially all of the

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assets or other business combination of the Company, as a result of which all outstanding Common Shares are canceled in exchange for the right to receive cash or securities, or a combination thereof (an “Extraordinary Transaction” and, together with a Listing, a “Conversion Event”) unless, at least five (5) days before the effective date of such Conversion Event, the Trustee determines, in its sole and absolute discretion, that such conversion shall not occur in connection with such Conversion Event, but any such determination shall not preclude the conversion of Class A Common Shares into Class I Common Shares in connection with the occurrence of any successive Conversion Event. The “Conversion Rate” shall mean a fraction, the numerator of which is the NAV of the Company allocable to the Class A Common Shares, divided by the number of outstanding Class A Common Shares, and the denominator of which is the NAV of the Company allocable to the Class I Common Shares, divided by the number of outstanding Class I Common Shares immediately prior to the Conversion Event.

Voting Rights. Under Maryland law and our Declaration of Trust, our shareholders generally have a right to vote only on the following:

• the removal of the Trustee under limited circumstances and the election of a successor trustee;

• any amendment of our Declaration of Trust that adversely affects the contract rights of our outstanding shares of beneficial interest, except that our Trustee may amend our Declaration of Trust without shareholder approval to increase or decrease the aggregate number of our shares, to increase or decrease the number of our shares of any class or series that we have the authority to issue, to change our name, to classify or reclassify any unissued shares of Common Shares or preferred shares into one or more classes or series of shares and to establish the terms of such shares, and to change the name or other designation or the par value of any class or series of our shares and the aggregate par value of our shares or to effect certain reverse share splits;

• a merger or consolidation of the Company, or the sale or other disposition of all or substantially all of our assets, provided, that, if such action could be taken by a Maryland corporation without the approval of its shareholders pursuant to Subtitle 1 of Title 3 of the Maryland General Corporation Law (the “MGCL”) or if such action is a Reorganization (as defined above), no vote of shareholders will be required;

• such other matters as may be provided in our bylaws;

• such matters that the Trustee has declared advisable and submitted to a vote of the shareholders; and

• any other matters on which shareholders are required to vote by federal law, state law or, following a listing on a national securities exchange, the rules of such exchange.

All other matters are subject to the discretion of our Trustee. Thus, except as set forth above or in any class or series of Equity Shares and subject to the restrictions on transfer and ownership of Equity Shares contained in our Declaration of Trust, holders of Common Shares will not have the right to vote on any matter.

Restrictions on Ownership and Transfer

The Common Shares have not been, and will not be, registered under the Securities Act in reliance on the exemption provided by Section 4(a)(2) thereof and Rule 506 promulgated thereunder. Therefore, the Common Shares are “restricted securities” for purposes of the Securities Act. Accordingly, Common Shares may not be offered, sold, transferred or delivered, directly or indirectly, unless (i) such Common Shares are registered or qualified under the Securities Act and any applicable state securities laws or (ii) an exemption from registration or qualification under the Securities Act and any applicable state securities laws is available. Holders of Common Shares will have no rights to require registration or qualification of the Common Shares under the Securities Act or other applicable securities laws and no such registration or qualification is presently contemplated. No transfer of shares may be effected unless the potential transferee completes, executes and delivers a subscription agreement and agrees to be bound by its terms.

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For the Company to qualify as a REIT, our Equity Shares must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of twelve months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year, which has already been satisfied as of the date of this Form 10. Also, not more than 50% of the value of the outstanding Equity Shares may be owned, directly or indirectly, by five or fewer individuals (as defined in Code) to include certain entities during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).

Subject to the exemptions and waivers described below, no person or entity may beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% (in value or by number of shares, whichever is more restrictive) of our outstanding common shares or 9.8% in value of our outstanding Equity Shares. These restrictions are collectively referred to herein as the “ownership limit.”

The constructive ownership rules under the Code are complex and may cause Equity Shares owned actually or constructively by a group of related individuals and/or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than 9.8% of our outstanding Common Shares or 9.8% of our outstanding Equity Shares, or the acquisition of an interest in an entity that owns Equity Shares, could cause the acquirer or another individual or entity to own Equity Shares in excess of the ownership limit.

Our Trustee may, upon receipt of certain representations and agreements and in its sole discretion, prospectively or retroactively, exempt a person from the ownership limit or establish a different limit on ownership for a person if the person’s ownership in excess of the ownership limit would not result in us being “closely held” under Section 856(h) of the Code (without regard to whether the interest is held during the last half of a taxable year) or otherwise failing to qualify as a REIT. As a condition of granting a waiver of the ownership limit or creating an excepted holder limit, our Trustee may, but is not required to, require an opinion of counsel or IRS ruling satisfactory to our Trustee as it may deem necessary or advisable to determine or ensure the Trust’s status as a REIT and may impose any conditions or restrictions on such a waiver or excepted holder limit as it deems appropriate.

The Trustee may, at any time, increase or decrease the ownership limit for one or more persons unless, after giving effect to any increased or decreased ownership limit, five or fewer persons could beneficially own, in the aggregate, more than 49.9% in value of the aggregate outstanding Equity Shares or the Company would otherwise fail to qualify as a REIT. A decreased ownership limit will not apply to any person whose ownership of Equity Shares at the time the ownership limit is decreased exceeds the decreased ownership limit until the person’s ownership of Equity Shares equals or falls below the decreased ownership limit, but any acquisition of Equity Shares by such a person after the decrease in the ownership limit will violate the decreased ownership limit.

In addition to the ownership limit our Declaration of Trust prohibits:

• any person from beneficially or constructively owning Equity Shares that would result in the Company being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise cause the Company to fail to qualify as a REIT;

• for so long as the Equity Shares do not qualify as a class of publicly offered securities (and we do not meet an alternative exemption to avoid our assets being deemed to be “plan assets” under ERISA), any person from transferring Equity Shares if the transfer would result in the Company failing to meet the Insignificant Participation Exception;

• any person from beneficially owning Common Shares to the extent such ownership would result in our failing to qualify as a “domestically controlled qualified investment entity” within the meaning of Section 897(h) of the Code; and

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• any person from transferring any Equity Shares if the transfer would result in Equity Shares being beneficially owned by fewer than 100 persons, and any transfer that would result in Equity Shares being so owned by fewer than 100 persons will be void and the intended transferee will acquire no rights in the Equity Shares.

If any transfer of Equity Shares occurs which, if effective, would: (i) result in a violation of the ownership limit, (ii) result in the Trust being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), (iii) for so long as the Equity Shares do not qualify as a class of publicly offered securities, result in any person from transferring Equity Shares if the transfer would result in the Company failing to meet the Insignificant Participation Exception, (iv) result in any person beneficially owning common shares to the extent such ownership would result in our failing to qualify as a “domestically controlled qualified investment entity” within the meaning of Section 897(h) of the Code, or (v) would otherwise cause the Company to fail to qualify as a REIT, then that number of Equity Shares, the beneficial or constructive ownership of which otherwise would violate such limitations (rounded up to the nearest whole Equity Share), will automatically be transferred to a trust for the exclusive benefit of one or more charitable beneficiaries (the “Charitable Trust”) and the purported transferee will not have any rights in such Equity Shares. The Trustee of the Charitable Trust (the “Charitable Trustee”) will be appointed by the Company and be unaffiliated with the Company and will have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which the Charitable Trustee must exercise for the exclusive benefit of the charitable beneficiary. The Company or its designee may purchase any Equity Shares held in its Charitable Trust at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in the transfer of the Equity Shares to the Charitable Trust or, if the event causing the Equity Shares to be held in the Charitable Trust did not involve a purchase of the Equity Shares at market price, the market price of the Equity Shares on the day of the event causing the Equity Shares to be held in the Charitable Trust, and (ii) the market price of the Equity Shares on the date the Company or its designee agrees to purchase the Equity Shares. Upon a sale to the Company, our Trustee must distribute the net proceeds of the sale and any dividends and other distributions held in the Charitable Trust to the purported transferee.

Unless purchased by the Company, the Charitable Trustee must sell any Equity Shares held in the Charitable Trust to a person whose ownership of the Equity Shares would not violate the limitations on transfer and ownership of Equity Shares contained in our Declaration of Trust. Upon such a sale, the Charitable Trustee must distribute to the purported transferee the lesser of (i) the price paid by the purported transferee for the Equity Shares (or, if the event causing the shares to be held in the trust did not involve a purchase of the shares at market price, the market price of the Equity Shares on the day of the event causing the transfer to the Charitable Trust) and (ii) the price per share received by the Charitable Trustee from the sale or other disposition of the Equity Shares held in the trust. The charitable beneficiary will be entitled to any net sale proceeds in excess of the amount payable to the purported transferee and any dividends and other distributions held in the Charitable Trust.

If a transfer of Equity Shares to the Charitable Trust as described above is not automatically effective to prevent a violation of the restrictions on ownership and transfer of Equity Shares contained in our Declaration of Trust, then the transfer of such Equity Shares will be void.

Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of Equity Shares that will or may violate any of the foregoing restrictions on transfer and ownership of Equity Shares, and any person who would have owned Equity Shares that were transferred to the Charitable Trust, must give notice to us and provide us with any other information that we request in order to determine the effect of such transfer on the Company’s status as a REIT.

Every owner of more than 5% (or such lower percentage as required by the Code or the regulations promulgated thereunder) of all classes or series of our Equity Shares must give us written notice within 30 days after the end of each taxable year stating the owner’s name and address, the number of the Equity Shares of each class and series beneficially owned, a description of the manner in which the Equity Shares are held and any

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additional information that we request in order to determine the effect, if any, of such ownership on the Company’s status as a REIT and compliance with the ownership and transfer restrictions set forth in our Declaration of Trust. In addition, each beneficial owner or constructive owner and each person (including the holder of record) who is holding Equity Shares for a beneficial or constructive owner must, upon demand, provide us with any information that we request, in good faith, in order to determine the Company’s status as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.

These restrictions on ownership and transfer will cease to apply to Equity Shares if our Trustee determines that it is no longer in the best interests of the Company to attempt to, or to continue to, qualify as a REIT or that compliance is no longer required in order for the Company to qualify as a REIT.

Provisions of Maryland Law and Our Declaration of Trust and Bylaws

The following is a summary of provisions of Maryland law, our Declaration of Trust and our Bylaws with respect to the Common Shares being registered under this Form 10. This summary does not completely describe Maryland law, our Declaration of Trust or the bylaws. For a complete description of each of the foregoing, we refer you to the Maryland Statutory Trust Act, Md. Code § 12-101,et seq., and our Declaration of Trust and bylaws, each of which are filed as Exhibits in this Form 10. See “Item 15. Financial Statements and Exhibits” for copies of these documents.

Duration

Under our Declaration of Trust, we have a perpetual term of existence and will continue perpetually until dissolved in accordance with our Declaration of Trust. The Company may be dissolved only with the approval of our Trustee and shareholders entitled to cast a majority of all of the votes entitled to be cast on the matter.

Trustee

Our Declaration of Trust provides that the number of our trustees will be one. Subject only to the express rights of our shareholders to vote on certain matters described herein, our business and affairs will be managed by or under the direction of our Trustee, our Trustee will have full, exclusive and absolute power, control and authority over our business and affairs and any and all of our property, and no shareholder will have any right to participate in or exercise control or management power over the business and affairs of the Company. The Trustee will serve until his, her or its resignation, removal, death, dissolution, termination of legal existence or adjudication of incompetence. Our Trustee will have the power to designate its successor unless the Trustee has been removed by our shareholders for Cause, as defined below. If for any reason our Trustee ceases to serve and no successor has been identified by the former Trustee, such event will not terminate the Company, and our shareholders will be entitled to elect a successor Trustee. Our Declaration of Trust provides that our Trustee may be removed only for Cause and only by the affirmative vote of at least two-thirds of the outstanding Common Shares. “Cause” is defined in our Declaration of Trust as: (a) fraud or embezzlement with respect to the Company or its affiliates; or (b) willful misconduct as determined by a court.

Amendment to our Declaration of Trust and Bylaws

Subject to the terms of any outstanding class or series of our Equity Shares, our Declaration of Trust may be amended by our Trustee without the consent of our shareholders; provided that, amendments to our Declaration of Trust that adversely affect the contract rights of our outstanding Equity Shares must be approved by our Trustee and shareholders entitled to cast a majority of all of the votes entitled to be cast on the matter.

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Merger, Consolidation or Sale of Company Property

We may (a) merge with or into or convert into another entity, (b) consolidate with one or more other entities into a new entity or (c) transfer all or substantially all of its assets to another person. Subject to the terms of any series or class of Equity Shares at the time outstanding, any such action must be approved by our Trustee and, unless such action could be taken by a Maryland corporation without the approval of its shareholders pursuant to Subtitle 1 of Title 3 of the MGCL or if such action is a Reorganization, shareholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Shareholders will not have any right to vote on a Reorganization.

Meetings of Shareholders

There is no requirement to hold an annual meeting of our shareholders in any year. The Trustee may cause the Company to call meetings of our shareholders to act on any matter that may properly be brought before our shareholders. If there is no Trustee, the officers of the Company will promptly call a special meeting of our shareholders for the purpose of electing a successor Trustee.

Limitation of Liability; Indemnification; Duties

Maryland law permits a Maryland statutory trust, such as the Company, to eliminate the liability of its trustees and the officers to the trust and its beneficial owners for money damages except for liability resulting from:

• actual receipt of an improper benefit or profit in money, property or services; or

• active and deliberate dishonesty that is established by a final judgment and is material to the cause of action.

Our Declaration of Trust contains a provision that eliminates the liability of a Covered Person to the maximum extent permitted by Maryland law.

As permitted by Maryland law, our Declaration of Trust requires the Company to indemnify each Covered Person (including any individual or entity who, while serving as the Covered Person, at the request of the Company, serves or has served any other enterprise in any management or agency capacity) against any claim or liability to which he, she or it may become subject by reason of such status, except for liability for such person’s gross negligence or intentional misconduct.

Our Declaration of Trust also requires us, without requiring a preliminary determination of the ultimate entitlement to indemnification, to pay or reimburse the reasonable expenses of each Covered Person in advance of final disposition of a proceeding upon receipt of:

• a written affirmation by the Covered Person of his, her or its good faith belief that he, she or it has met the standard of conduct necessary for indemnification; and

• a written undertaking by the Covered Person or on his, her or its behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.

However, we will not be required to indemnify or advance funds to any person entitled to indemnification under our Declaration of Trust:

• with respect to any action initiated or brought voluntarily by such indemnified person (and not by way of defense) unless approved or authorized by the Trustee or incurred to establish or enforce such person’s right to indemnification under our Declaration of Trust; or

• in connection with any claim with respect to which such person is found to be liable to the Company.

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These provisions of our Declaration of Trust may limit the remedies available to our shareholders against Covered Persons.

The success of the Company is very important to and is a significant part of ExchangeRight’s overall business plan, and ExchangeRight anticipates spending sufficient time and effort on the various aspects of the Company’s business to help it perform successfully. Our Trustee has a fiduciary obligation to act on behalf of our shareholders. Under Maryland law and our Declaration of Trust, our Trustee must act in good faith, in a manner it reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. However, our Trustee is not required to devote all of its time to our business and is required to devote the time to our affairs as its duties require. Although ExchangeRight intends to provide us with the opportunity to participate in acquisitions, or an aggregated sale, merger, listing or initial public offering that ExchangeRight pursues for its net-leased assets under management or future acquisition pipeline, ExchangeRight is under no obligation to us to pursue such a strategy or to offer to us the opportunity to participate in such acquisitions or a transaction involving its other assets under management. Additionally, our Trustee, our officers, Key Principals, ExchangeRight and its affiliates and other officers, employees and agents of ExchangeRight will not have any duty, fiduciary or otherwise, or obligation to present or offer any business opportunity to the Company or to refrain from acquiring net-leased properties or seeking to execute strategic exits as a part of its other businesses unrelated to the Company, or other activities that could compete with the Company.

Share Repurchase Program

Our share repurchase program, as described below, may provide eligible shareholders with limited, interim liquidity by enabling them to sell shares back to us, subject to restrictions and applicable law, if such repurchases do not impair the capital or operations of the Company.

General Restrictions and Limitations of Program

We have adopted a share repurchase plan, whereby on a quarterly basis, shareholders may request that we repurchase all or any portion of their shares. Due to the illiquid nature of investments in real estate, we may not have sufficient liquid resources to fund repurchase requests. In addition, we have established limitations on the amount of funds we may use for repurchases during any calendar quarter. See “Early Repurchase Prices and Amounts” below.

Sources of Funds for Repurchases

We may fund repurchase requests from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds (including from future sales of our shares or OP Units), and we have no limits on the amounts we may pay from such sources.

In an effort to have adequate cash available to support our share repurchase plan, we may reserve borrowing capacity under a line of credit. We could then elect to borrow against this line of credit in part to repurchase shares presented for repurchase during periods when we do not have sufficient proceeds from operating cash flows or the sale of shares or OP Units to fund all repurchase requests. If we determine to obtain additional lines of credit, we would expect that they would afford us borrowing availability to fund repurchases.

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Early Repurchase Prices and Amounts

Holders of shares may request that we repurchase shares through redemptions on a quarterly basis of up to five percent (5%) of the Company’s issued and outstanding shares per fiscal year. The repurchase prices for the Class I, Class A and Class S Common Shares are as follows:

Common Share purchase date	Prior to year one (a)		Beginning after year one	Beginning after year two	Beginning after year three	Beginning after year four	Beginning after year five
Inception through March 1, 2021		n/a	Lower of $25.00 per share or NAV	Lower of $25.10 per share or NAV	Lower of $25.15 per share or NAV	Lower of $25.20 per share or NAV	NAV per share
March 2, 2021 through November 7, 2021		n/a	Lower of $26.00 per share or NAV	Lower of $26.10 per share or NAV	Lower of $26.16 per share or NAV	Lower of $26.21 per share or NAV	NAV per share
November 8, 2021 through November 22, 2021		n/a	Lower of $26.09 per share or NAV	Lower of $26.19 per share or NAV	Lower of $26.25 per share or NAV	Lower of $26.30 per share or NAV	NAV per share
November 23, 2021 through January 3, 2022	$	24.79	Lower of $26.09 per share or NAV	Lower of $26.19 per share or NAV	Lower of $26.25 per share or NAV	Lower of $26.30 per share or NAV	NAV per share
January 4, 2022 through April 3, 2022	$	25.31	Lower of $26.64 per share or NAV	Lower of $26.75 per share or NAV	Lower of $26.80 per share or NAV	Lower of $26.85 per share or NAV	NAV per share
April 4, 2022 through August 2, 2022	$	26.43	Lower of $27.82 per share or NAV	Lower of $27.93 per share or NAV	Lower of $27.99 per share or NAV	Lower of $28.04 per share or NAV	NAV per share
August 3, 2022 through March 31, 2023	$	26.77	Lower of $28.18 per share or NAV	Lower of $28.29 per share or NAV	Lower of $28.35 per share or NAV	Lower of $28.41 per share or NAV	NAV per share
April 1, 2023 through April 13, 2023	$	26.32	Lower of $27.71 per share or NAV	Lower of $27.82 per share or NAV	Lower of $27.88 per share or NAV	Lower of $27.93 per share or NAV	NAV per share
April 14, 2023 through present	$	26.35	Lower of $27.74 per share or NAV	Lower of $27.85 per share or NAV	Lower of $27.91 per share or NAV	Lower of $27.96 per share or NAV	NAV per share

(a) The redemption amounts above represent standard redemption requests. Common Shares purchased prior to November 23, 2021 were not permitted to be redeemed prior to their one year anniversary unless upon death or a qualifying disability. Upon the death or qualifying disability (as such term is defined in Section 72(m)(7) of the Code) of a shareholder, upon request, we will waive the five percent volume limitation noted above. In such instances, the repurchase price will be equal to the original purchase price, net of selling commissions. A shareholder (or his or her estate, heir or beneficiary in the event of the death of the shareholder) must provide such evidence as the Trustee may reasonably require in connection with such a waiver. Such repurchases will be subject to all of the other conditions and limitations described herein.

The redemption prices will be based on the share price paid by investors at the time of investment and may vary for prior investors based on the share price paid by those investors. The limitations on the repurchase price set forth above will inure indirectly to the benefit of our remaining shareholders and is intended to offset the trading costs, market impact and other costs associated with short-term holding of our shares. Upon the death or qualifying disability (as such term is defined in Section 72(m)(7) of the Code) of a shareholder, upon request, we will waive the five percent volume limitation noted above. In such instances, the repurchase price will be equal to the original purchase price, net of selling commissions, and such repurchases will be subject to the other conditions and limitations described below under “Death or Qualifying Disability.”

There are several additional restrictions and limitations on a shareholder’s ability to sell shares to us under our share repurchase program, as follows:

• Direct Purchasers Only: Only those shareholders who purchased their shares from us or received their shares from us (directly or indirectly) through one or more non-cash transactions (e.g., upon exchange of OP Units) may be able to participate in the share repurchase program. In other words, once our shares are transferred for value by a shareholder, the transferee and all subsequent holders of the shares are not eligible to participate in the share repurchase program.

• Limited Closing Dates: We plan to repurchase shares on the first business day of any fiscal quarter. Each shareholder whose repurchase request is granted will receive the repurchase amount within 15 days after the end of the fiscal quarter in which we grant his or her repurchase request.

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• Compliance with Laws: Repurchases of shares under our share repurchase program will be subject to our compliance with applicable federal and state securities laws and restrictions applicable to preserve the status of the Trust as a REIT under the Code.

• ERISA Limitations: If, in the Trustee’s reasonable judgment, the assets of the Company could be deemed to be plan assets of one or more benefit plan investors, the Trustee shall have the authority to decline to repurchase any shares of any shareholder.

Death or Qualifying Disability

Upon the death or qualifying disability (as such term is defined in Section 72(m)(7) of the Code) of a shareholder, upon request, we will waive the five percent volume limitation noted above. In such instances, the repurchase price will be equal to the original purchase price, net of selling commissions. A shareholder (or his or her estate, heir or beneficiary in the event of the death of the shareholder) must provide such evidence as the Trustee may reasonably require in connection with such a waiver. Such repurchases will be subject to all of the other conditions and limitations described herein.

In order for a disability to be considered a “qualifying disability,” (1) the shareholder must receive a determination of disability based upon a physical or mental condition or impairment arising after the date the shareholder acquired the shares to be redeemed, and (2) such determination of disability must be made by the applicable governmental agency responsible for reviewing the disability retirement benefits that the shareholder could be eligible to receive. The “applicable governmental agencies” are limited to the following: (1) the Social Security Administration; (2) the U.S. Office of Personnel Management; or (3) the Veterans Benefits Administration.

Miscellaneous Provisions

We may repurchase fewer shares than have been requested in any particular quarter to be repurchased under our share repurchase program, or none at all, in our discretion at any time. In addition, the aggregate amount of Common Shares repurchased will be limited to five percent (5%) of the issued and outstanding Common Shares per fiscal year. During 2022, we redeemed 74,039 Class I Common Shares and 62,231 Class A Common Shares, representing 0.9% of Common Shares outstanding at December 31, 2022.

Should repurchase 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 repurchasing our shares is in the best interests of the Company as a whole, we may choose to repurchase fewer shares in any particular quarter than have been requested to be repurchased, or none at all. Further, our Trustee may modify, suspend or terminate our share repurchase plan if it deems such action to be in our best interest and the best interest of our shareholders. Material modifications, including any amendment to the annual limitations on repurchases, to and suspensions of the share repurchase plan will be promptly disclosed to shareholders. In addition, we may determine to suspend the share repurchase plan due to regulatory changes, changes in law or if we become aware of undisclosed material information that we believe should be disclosed before shares are repurchased. Once the share repurchase plan is suspended, our Trustee must affirmatively authorize the recommencement of the plan before shareholder requests will be considered again.

Our Trustee reserves the right, in its sole discretion, at any time and from time to time, to:

• reject any request for repurchase;

• change the purchase price for repurchases; or

• otherwise amend, suspend or terminate the terms of our share repurchase program.

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Additionally, the Company will not repurchase shares if such repurchase would result in a violation of the restrictions on ownership and transfer set forth in our Declaration of Trust.

Subject to the foregoing limitations and conditions, in the event that we determine to repurchase some but not all of the shares submitted for repurchase during any quarter, shares will generally be repurchased as follows: (i) first, pro rata as to repurchases upon the death of a shareholder; (ii) next, pro rata as to repurchases from shareholders who demonstrate, in the discretion of our Trustee, another involuntary exigent circumstance, such as bankruptcy; (iii) next, pro rata as to repurchases from shareholders subject to a mandatory distribution requirement under such shareholder’s IRA; and (iv) finally, pro rata as to all other repurchase requests. All unsatisfied repurchase requests must be resubmitted after the start of the next quarter, or upon the recommencement of the share repurchase program, as applicable.

In general, a shareholder or his or her estate, heir or beneficiary may present to us fewer than all of the shares then- owned for repurchase.

Under our share repurchase program, to the extent we choose to repurchase shares in any particular quarter we will only repurchase shares as of the opening of the first calendar day of the following quarter. Repurchase requests and required documentation must be received in good order by 4:00 p.m. (Pacific time) on the 5th business day prior to the end of each quarter. A shareholder may withdraw his or her repurchase request by notifying us in writing before 4:00 P.M (Pacific time) on the 5th business day prior to the end of the applicable quarter. We will determine the repurchase price set forth above under “Early Repurchase Prices and Amounts” based on our last published NAV (which will generally be the NAV we publish in the preceding quarter).

A shareholder who wishes to have shares repurchased must mail or deliver to us a completed written request form, or such other form as we may require, and executed by the shareholder, its trustee or authorized agent. An estate, heir or beneficiary that wishes to have shares repurchased following the death of a shareholder must mail or deliver to us a written request on a form provided by us, including evidence acceptable to our Trustee of the death of the shareholder, and executed by the executor or executrix of the estate, the heir or beneficiary, or their trustee or authorized agent. Shares that are not repurchased may be passed to an estate, heir or beneficiary following the death of a shareholder. In the event of a qualifying disability, we must receive the written repurchase request within 12 months of the initial determination of the shareholder’s disability in order for the shareholder to rely on any of the waivers described above that may be granted in the event of the disability of a shareholder. If the shares are to be repurchased under any conditions outlined herein, we will forward the documents necessary to effect the repurchase, including any signature guaranty we may require.

The share repurchase program immediately will terminate if our shares are listed on any national securities exchange. Any material modifications, suspension or termination of our share repurchase program by our Trustee will be disclosed to shareholders promptly in writing or via our website.

Shareholders are not required to sell their shares to us. The share repurchase program is only intended to provide interim liquidity for shareholders until a liquidity event occurs, such as the listing of the shares on a national stock exchange or our merger with another REIT. We cannot guarantee that a liquidity event will occur. Shares we purchase under our share repurchase program will have the status of authorized but unissued shares.

Description of the Limited Partnership Agreement of the Operating Partnership

Following is a summary of the material terms of the Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Operating Partnership Agreement”). This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Operating Partnership Agreement, which is filed as an exhibit to this Form 10.

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General Partner

The Company is the general partner of the Operating Partnership. The Company has the exclusive power to manage and conduct the business and affairs of the Operating Partnership except where the consent of limited partners is expressly required by the Operating Partnership Agreement. We may not be removed as the general partner of the Operating Partnership without our consent unless we dissolve or file for bankruptcy. Except in connection with a permitted transfer of our general partnership interest in the Operating Partnership described below under “ — Transferability of Interests,” we may not withdraw as the general partner of the Operating Partnership or transfer our interest as general partner without the approval of limited partners holding a majority of the OP Units then held by limited partners (including us and our affiliates).

Capital Contributions

As we raise capital for Common Shares, we will transfer the net investment proceeds to our Operating Partnership. We will be deemed to have made capital contributions in the amount of the gross offering proceeds received from investors and our Operating Partnership will be deemed to have simultaneously paid any commissions, fees or other costs associated with the offering deducted from the gross offering proceeds received by us from investors. If our Operating Partnership requires additional funds at any time in excess of capital contributions made by us, or from borrowings, we may cause our Operating Partnership to borrow funds from a financial institution or other lender or we may elect to borrow funds and lend such funds to our Operating Partnership on the same terms and conditions as are applicable to our borrowing of such funds. In addition, we are authorized to cause our Operating Partnership to issue OP Units or partnership interests of any other class or series (a) in connection with our issuance of Common Shares or shares of beneficial interest of any other class or series authorized by our Trustee, (b) upon the conversion, redemption, or exchange of any debt or securities issued by our Operating Partnership, (c) for less than fair market value or for no consideration, (d) in connection with a merger or consolidation of our Operating Partnership or (e) upon contribution of property or assets to our Operating Partnership.

Classes of Units

Our Operating Partnership is currently authorized to issue two classes of limited partnership interests, OP Units, which have been further separated into Class A Common Units, Class I Common Units and Class S Common Units, and the special limited partner interest held by an affiliate of ExchangeRight. In general, the OP Units are intended to correspond on a one-for-one basis with our Common Shares, so that each Class I Common Unit entitles the holder thereof to the rights of a holder of a Class I Common Unit as provided in the Operating Partnership Agreement and which corresponds to a Class I Common Share of the Company and each Class A Common Unit and Class S Common Unit entitles the holder thereof to the rights of a holder of a Class A Common Unit and Class S Common Unit as provided in the Operating Partnership Agreement and which corresponds to a Class A Common Share or Class S Common Unit of the Company, and which Class A Common Units, Class I Common Units and Class S Common Units are identical except for the Class A and Class S Common Share Conversion Rights. When we receive proceeds from the sale of our Common Shares, we must contribute such proceeds to the Operating Partnership and receive OP Units. When we receive proceeds from the sale of shares of beneficial interest of any other class or series, we must contribute such proceeds to the Operating Partnership and receive OP Units with distribution rights that correspond to the class of shares of beneficial interest sold.

In general, each OP Unit will share in distributions from the Operating Partnership when such distributions are declared by us, as the general partner of the Operating Partnership, which decision will be made in our sole discretion. Upon liquidation of the Operating Partnership, after payment of, or adequate provision for, debts and obligations of the Operating Partnership, including any partner loans or preferred returns owed to holders of any preferred units of limited partnership interest, and after payment of any accrued performance distribution to our affiliate as holder of the special limited partner interest, any remaining assets of the Operating Partnership shall

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be distributed among the holders of OP Units ratably in proportion to their respective capital accounts. In addition, a portion of the items of income, gain, loss and deduction of the Operating Partnership for U.S. federal income tax purposes will be allocated to each partnership unit, regardless of whether any distributions are made by the Operating Partnership.

For each OP Unit, investors generally will be required to contribute money or property, with a net equity value determined by the general partner. Holders of OP Units will not be obligated to make additional capital contributions to the Operating Partnership. Further, these holders will not have the right to make additional capital contributions to the Operating Partnership or to purchase additional OP Units without our consent as general partner.

Special Limited Partner Interest

EIFG holds a special limited partner interest in the Operating Partnership that entitles it to receive 20% of all amounts otherwise available for distribution from our Operating Partnership to holders of OP Units, after holders of OP Units have received a 7% non-compounded return on all such capital contributions (the “Hurdle Amount”) and a return of all capital contributions with respect to such OP Units.

Specifically, distributions from our Operating Partnership shall be allocated as follows:

• First, to any partnership interests that may hereafter be issued by our Operating Partnership that are entitled to any preference in distribution (“Preferred Units”), in accordance with the respective rights of the holders of such class of Preferred Units, and, within each such class of Preferred Units, among the holders of such class, pro rata in proportion to their respective percentage interests of such class;

• Second, to any OP Units in accordance with the respective rights of the holders of each such class of OP Units, and, within each such class of common OP Units, among the holders of each such class, pro rata in proportion to their respective percentage interests of such class, until the holders of OP Units have received, in the aggregate, cash distributions from our Operating Partnership equal to the Hurdle Amount;

• Third, to any OP Units in accordance with the respective rights of the holders of each such class of OP Units, and, within each such class of OP Units, among the holders of each such class, pro rata in proportion to their respective percentage interests of such class, until the holders of OP Units have received, in the aggregate, cash distributions from our Operating Partnership equal to their initial capital contribution; and

• Thereafter, 80% to the holders of OP Units in accordance with the respective rights of the holders of each class of OP Units, and, within each such class of OP Units, among the holders of each such class, pro rata in proportion to their respective percentage interests of such class, and 20% to the special limited partner.

At such time as our Common Shares, or of the common equity securities of a successor entity in a business combination involving us, have been listed on a national securities exchange and any contractual lockup restrictions entered into by our shareholders in connection with such listing have expired for 180 days, our Operating Partnership will be required to redeem the interest of the special limited partner in our Operating Partnership in exchange for, at our option, cash or a number of Common Shares (or such common equity securities) having a market value equal to 20% of the amount by which (i) the sum of the market value of our outstanding Common Shares and OP Units plus total cash distributions made on our Common Shares and OP Units (including any cash paid upon redemption of any OP Units as described below) exceeds (ii) the sum of our common shareholders’ and OP Unitholders’ invested capital plus total distributions required to be made to our common shareholders and OP Unitholders in order to pay the shareholders and OP Unitholders a 7% cumulative, non-compounded annual return on invested capital, reduced by any amounts previously distributed to the special

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limited partner. The market value of a Common Share or OP Unit for purposes of determining the redemption price of the special limited partner’s interest in our Operating Partnership will be the volume-weighted average trading price per common share over the 30-day period ending on the redemption date.

Upon a merger or other business combination of us or our Operating Partnership, or both, in which our common shareholders receive only cash, securities that have been, as of the closing date of such transaction, listed on a national securities exchange for at least 180 days, or a combination thereof, our Operating Partnership will be required to redeem the interest of the special limited partner in our Operating Partnership in exchange for consideration of the same type as is received by our common shareholders in such transaction (and if our common shareholders receive a mix of cash and listed securities, or have the right to elect the form of consideration to be received in such transaction, consideration in the combination of types received by a plurality of our common shareholders), having a value equal to 20% of the amount by which (i) the value of all consideration paid to our common shareholders and limited partners in exchange for outstanding Common Shares and OP Units, plus total cash distributions made on our Common Shares and OP Units prior to such transaction (including any cash paid upon redemption of any OP Units as described below), exceeds (ii) the sum of our common shareholders’ and OP Unitholders’ invested capital plus total distributions required to be made to our common shareholders and OP Unitholders in order to pay the shareholders and OP Unitholders a 7% cumulative, non-compounded annual return on invested capital, reduced by any amounts previously distributed to the special limited partner. The value of any consideration paid to our common shareholders and limited partners in the form of listed securities for purposes of determining the redemption price of the special limited partner’s interest in our Operating Partnership will be the volume-weighted average trading price per share over the 30-day period ending on the redemption date.

The special limited partner will be entitled to cash distributions in amounts sufficient to enable the special limited partner and its individual members to pay federal, state and local tax liability arising as a result of allocations of tax items of partnership income or gain to the special limited partner if and to the extent that the amount of such tax liability exceeds the total amount of cash distributed to the special limited partner for such taxable year, and any amount so distributed will reduce future distributions to the special limited partner. If the special limited partner’s interest in our Operating Partnership is redeemed as described above in exchange for consideration other than cash, the redemption price paid to the special limited partner will be reduced for the reasonably estimated amount of such cash distributions.

OP Units held by us will not be treated as outstanding or having received any distributions for purposes of calculating the redemption price for the special limited partnership interest.

Operations

Our Operating Partnership Agreement requires that our Operating Partnership be operated in a manner that will enable us to (1) satisfy the requirements for being classified as a REIT for tax purposes, (2) avoid any federal income or excise tax liability, and (3) ensure that our Operating Partnership will not be classified as a “publicly-traded partnership” for purposes of Section 7704 of the Code, which classification could result in our Operating Partnership being taxed as a corporation, rather than as a partnership.

Provisions in our OP Agreement may delay or make more difficult unsolicited acquisitions of us or changes in our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some shareholders might consider such proposals, if made, desirable. These provisions also make it more difficult for third parties to alter the management structure of our Operating Partnership without the concurrence of our Trustee. These provisions include, among others:

• redemption rights of limited partners and certain assignees of OP Units;

• transfer restrictions on partnership interests, including the OP Units;

• a requirement that we may not be removed as the general partner of our Operating Partnership without our consent;

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• our ability in some cases to amend the Operating Partnership Agreement and to cause our Operating Partnership to issue preferred partnership interests in our Operating Partnership with terms that we may determine, in either case, without the approval or consent of any limited partner; and

• the right of the limited partners to consent to certain transfers of our general partnership interest (whether by merger, consolidation or other business combination).

Distributions and Allocations of Profits and Losses

Our Operating Partnership Agreement provides that our Operating Partnership will distribute cash to its partners at such times and in such amounts we, as general partner, determine. We expect that our Operating Partnership will make monthly distributions at the same times as distributions are made to holders of our common shares. See “Distribution Policy.” The effect of these distributions is intended to be that a holder of one OP Unit will receive the same amount of annual cash flow distributions as the amount of annual distributions made to the holder of one common share.

Similarly, our Operating Partnership Agreement provides that profits and taxable income are allocated to the partners of our Operating Partnership in accordance with their relative percentage interests. Subject to compliance with the provisions of Sections 704(b) and 704(c) of the Code and corresponding Treasury Regulations, the effect of these allocations will be that a holder of one OP Unit will be allocated, to the extent possible, taxable income for each taxable year in an amount equal to the amount of taxable income to be recognized by a holder of one of our common shares. Losses, if any, will generally be allocated among the partners in accordance with their respective percentage interests in our Operating Partnership.

If our Operating Partnership liquidates, debts and other obligations must be satisfied before the partners may receive any distributions. Any distributions to partners then will be made to partners in accordance with their respective positive capital account balances. If we were to have a negative balance in our capital account following a liquidation, we would be obligated to contribute cash to our Operating Partnership equal to such negative balance for distribution to other partners, if any, having positive balances in such capital accounts.

Rights, Obligations and Powers of the General Partner

As our Operating Partnership’s general partner, we generally have complete and exclusive discretion to manage and control our Operating Partnership’s business and to make all decisions affecting its assets. This authority generally includes, among other things, the authority to:

• enter into agreements or engage in transactions with affiliates of our Operating Partnership or the general partner;

• issue additional partnership interests in one or more classes or series, including any class or series of Preferred Units and additional series of OP Units, and to set the terms of such class or series of units;

• make distributions;

• incur or guarantee debt;

• maintain insurance coverage in amounts and types as we determine is necessary;

• sell, pledge, lease, mortgage or otherwise dispose of all, substantially all or any portion of our Operating Partnership’s assets; and

• form or acquire interests in joint ventures.

In addition to the administrative and operating costs and expenses incurred by our Operating Partnership in acquiring and operating real properties, we, as general partner of our Operating Partnership, in our sole discretion, shall be reimbursed for all of our administrative and operating costs and expenses, and such expenses will be treated as expenses of our Operating Partnership. Such expenses will include:

• all expenses relating to the formation and continuity of our existence;

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• all expenses relating to this or any future offering of our securities;

• all expenses associated with the preparation and filing of any periodic reports by us under federal, state or local laws or regulations;

• all expenses associated with compliance by us with applicable laws, rules and regulations;

• all costs and expenses relating to any issuance or redemption of partnership interests; and

• all of our other operating or administrative costs incurred in the ordinary course of our business on behalf of our Operating Partnership.

Redemption Rights

Subject to certain limitations described below, limited partners and certain other holders of OP Units have the right to cause their OP Units to be redeemed by our Operating Partnership for cash, unless we, in our sole discretion, elect to redeem such OP Units in exchange for Common Shares. In the case of any such redemption by an OP Unit holder we intend to issue Common Shares of the Company instead of paying cash to the redeemed unitholder, although we retain the discretion to pay cash proceeds in redemption of the units. Unless we elect to acquire the OP Units tendered for redemption in exchange for Common Shares as described below, the cash redemption price or purchase price, as the case may be, will be equal to the cash value, determined as described in our Operating Partnership Agreement, of an equal number of our Common Shares, subject to adjustment under certain circumstances. Alternatively, at our sole discretion, we may elect to purchase OP Units tendered for redemption in exchange for an equal number of the class of our Common Shares corresponding to the class of OP Units being redeemed, subject to adjustment under certain circumstances. These redemption rights may not be exercised, however, if and to the extent that the delivery of Common Shares upon our election to acquire the OP Units in exchange for Common Shares (and regardless of whether we elect to exercise such option) would (1) result in any person owning Common Shares in excess of our ownership limits, (2) result in shares of beneficial interest in us being owned by fewer than 100 persons, (3) cause us to be “closely held” within the meaning of Section 856(h) of the Code or otherwise fail to qualify as a REIT, or (4) cause us to cease to qualify as a “domestically-controlled REIT”; or (5) until our Common Shares are listed or traded on a national securities exchange (or we meet an alternative exemption to avoid our assets being deemed to be “plan assets” under ERISA), result in the Company failing to meet the Insignificant Participation Exception. See “Description of Shares — Restrictions on Ownership and Transfer.”

Subject to the foregoing, limited partners of our Operating Partnership may exercise their redemption rights at any time after the date such limited partner first became a limited partner of our Operating Partnership. However, a limited partner may not deliver more than two redemption notices each calendar year and may not exercise a redemption right for less than 1,000 OP Units, unless such limited partner holds less than 1,000 OP Units, in which case, it must exercise its redemption right for all of its OP Units.

At any time when the aggregate partnership interests of the limited partners of our Operating Partnership (other than partnership interests held by us and other affiliates of ExchangeRight) are less than 1% of the outstanding percentage interests of all classes and series of interests in our Operating Partnership, we shall have the right, but not the obligation to purchase any and all outstanding OP Units held by a limited partner by delivering written notice to the limited partner of our election thereof. We may elect to pay cash or Common Shares for the OP Units pursuant to the procedures applicable to a redemption exercised by the limited partner, except that the limitations with respect to the length of time such limited partner held its OP Units or the number of OP Units held by such limited partner shall not apply to a purchase initiated by us.

Amendments to the Operating Partnership Agreement

Our consent, as the general partner of our Operating Partnership, is required for any amendment to the Operating Partnership Agreement. We, as the general partner of our Operating Partnership, and without the

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consent of any limited partner, may amend the Operating Partnership Agreement in any manner, except that the consent of limited partners holding a majority of the OP Units then held by limited partners (including us) is required to amend the Operating Partnership Agreement, whether by merger, consolidation or otherwise, if the amendment:

• affects the redemption right of OP Units in a manner adverse to the limited partners;

• would adversely affect the rights of the limited partners to receive the distributions payable to them pursuant to our Operating Partnership Agreement (other than the issuance of additional limited partnership interests);

• would alter the allocations of our Operating Partnership’s profit and loss to the limited partners (other than the issuance of additional limited partnership interests); or

• would impose on the limited partners any obligation to make additional capital contributions to our Operating Partnership.

In addition, any amendment to the Operating Partnership Agreement, whether by merger, consolidation or otherwise, that would materially and adversely affect the rights of our special limited partner to receive the distributions payable to it pursuant to our Operating Partnership Agreement (other than the issuance of additional limited partnership interests) must be approved by our special limited partner.

Mergers and Other Business Combinations

Any merger, consolidation, conversion, division or sale of all or substantially all of the assets of our Operating Partnership outside of the ordinary course of its business must be approved by us, as the general partner of our Operating Partnership, and the limited partners holding a majority of the outstanding OP Units then held by limited partners (including us) unless:

• Substantially all of our Operating Partnership’s assets will continue to be owned by the surviving or successor entity, the limited partners holding OP Units immediately before the transaction will hold a percentage interest in the surviving or successor entity based on the relative fair market value of the net assets of our Operating Partnership and the other net assets of the surviving or successor entity immediately before the event, and the rights of the limited partners that hold OP Units following the transaction will be at least as favorable as the rights of the limited partners that hold OP Units in our Operating Partnership immediately before the transaction; or

• The merger, consolidation, conversion, division or sale of assets in connection with a transfer of our general partnership interest in the Operating Partnership that may be effected without approval of the limited partners, as described below under “—Transferability of Interests.”

Termination of Our Operating Partnership

Our Operating Partnership will have perpetual duration, unless it is dissolved earlier upon the first to occur of the following:

• we declare for bankruptcy or withdraw from the partnership, unless the remaining partners decide to continue the partnership; or

• we, as the general partner, elect to dissolve our Operating Partnership.

Transferability of Interests

We may not engage in any merger, consolidation or other business combination or otherwise transfer our general partnership interest in our Operating Partnership (except to a wholly-owned subsidiary or pursuant to a

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transaction that does not require the approval of our common shareholders under applicable law or the rules of any national securities exchange on which our common shares are listed or traded), without the approval of the limited partners holding a majority of the outstanding OP Units then held by limited partners (including us), unless the transaction in which such withdrawal, business combination or transfer occurs results in either:

• Holders of OP Units receive or have the right to elect to receive, for each OP Unit, the greatest amount of cash, securities or other property paid to a holder of one common share (subject to adjustment in accordance with the Operating Partnership Agreement) in the transaction and, if a purchase, tender or exchange offer is made and accepted by holders of our common shares in connection with the event, each holder of OP Units receives, or has the right to elect to receive, the greatest amount of cash, securities or other property that the holder would have received if it had exercised its redemption right and received common shares in exchange for its OP Units immediately before the expiration of the purchase, tender or exchange offer and had accepted the purchase, tender or exchange offer; or

• Substantially all of our Operating Partnership’s assets will continue to be owned by the surviving or successor entity following the transaction (which may be our Operating Partnership), the limited partners holding OP Units immediately before the transaction will hold a percentage interest in the surviving or successor entity based on the relative fair market value of the net assets of our Operating Partnership and the other net assets of the surviving or successor entity immediately before the event, and the rights of the limited partners that hold OP Units in our Operating Partnership or the successor entity following the transaction are at least as favorable as the rights of the limited partners that hold OP Units in our Operating Partnership immediately prior to the transaction, which rights must include a right to require the surviving or successor entity to redeem their interests in exchange for cash or listed common equity securities of the successor general partner or other person controlling the surviving or successor entity having a value equal to the consideration described in the preceding bullet, or, if the common equity securities of the person controlling the surviving or successor entity are not publicly traded, cash in an amount equal to the fair market value of their OP Units at the time of such redemption, as determined at least once every calendar quarter by an independent appraisal firm.

With certain exceptions for transfers to certain immediate family members or entities controlled by the limited partner or his or her immediate family members, a limited partner may not transfer its interests in our Operating Partnership, in whole or in part, without our written consent as general partner.

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ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Maryland law permits a Maryland statutory trust, such as the Company, to eliminate the liability of its trustees and the officers to the trust and its beneficial owners for money damages except for liability resulting from:

• actual receipt of an improper benefit or profit in money, property or services; or

• active and deliberate dishonesty that is established by a final judgment and is material to the cause of action.

Our Declaration of Trust contains a provision that eliminates the liability of a Covered Person to the maximum extent permitted by Maryland law.

As permitted by Maryland law, our Declaration of Trust requires the Company to indemnify each Covered Person (including any individual or entity who, while serving as the Covered Person, at the request of the Company, serves or has served any other enterprise in any management or agency capacity) against any claim or liability to which he, she or it may become subject by reason of such status, except for liability for such person’s gross negligence or intentional misconduct.

Our Declaration of Trust also requires us, without requiring a preliminary determination of the ultimate entitlement to indemnification, to pay or reimburse the reasonable expenses of each Covered Person in advance of final disposition of a proceeding upon receipt of:

• a written affirmation by the Covered Person of his, her or its good faith belief that he, she or it has met the standard of conduct necessary for indemnification; and

• a written undertaking by the Covered Person or on his, her or its behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.

However, we will not be required to indemnify or advance funds to any person entitled to indemnification under our Declaration of Trust:

• with respect to any action initiated or brought voluntarily by such indemnified person (and not by way of defense) unless approved or authorized by the Trustee or incurred to establish or enforce such person’s right to indemnification under our Declaration of Trust; or

• in connection with any claim with respect to which such person is found to be liable to the Company.

These provisions of our Declaration of Trust may limit the remedies available to our shareholders against Covered Persons.

Our Trustee has a fiduciary obligation to act on behalf of our shareholders. Under Maryland law and our Declaration of Trust, our Trustee must act in good faith, in a manner it reasonably believes to be our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our Declaration of Trust provides that, to the maximum extent permitted by Maryland law, no Covered Person (including the Trustee) will have any duty, fiduciary or otherwise, or obligation to present or offer any business opportunity to the Company or to refrain from competing with the Company. Thus, the Trustee and any other Covered Person may have business interests and engage in business activities similar, in addition to or in competition with those of or relating to the Company, so long as they act in good faith.

132

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See “Index to Financial Statements” on page F-1 of this Form 10.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

133

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

The following documents are filed as part of this report.

(a) Financial Statements

See “Index to Financial Statements” on page F-1 of this Form 10.

(b) Exhibits:

Exhibit Number	Exhibit Description
3.1	Certificate of Trust of ExchangeRight Income Fund
3.2	Amended and Restated Declaration of Trust of ExchangeRight Income Fund dated April 4, 2022
3.3	Bylaws of ExchangeRight Income Fund
4.1	Form of Share Repurchase Authorization
10.1	Amended and Restated Limited Partnership Agreement of ExchangeRight Income Fund Operating Partnership, LP, dated April 4, 2022
10.2(a)	Amended and Restated Uncommitted Senior Revolving Secured Line of Credit Agreement dated April 4, 2022 between ExchangeRight Real Estate, LLC and ExchangeRight Income Fund Operating Partnership, LP
10.2(b)	Amended and Restated Secured Revolving Note dated April  4, 2022 made by ExchangeRight Real Estate, LLC and payable to ExchangeRight Income Fund Operating Partnership, LP (included as Exhibit A to Exhibit 10.2(a) hereof)
10.2(c)	Amended and Restated Subordination Agreement dated April  4, 2022 between the Members of ExchangeRight Real Estate, LLC named therein and ExchangeRight Income Fund Operating Partnership, LP (included as Exhibit B to Exhibit 10.2(a) hereof)
10.2(d)	Amended and Restated Member Interest Pledge Agreement dated April  4, 2022 between ExchangeRight Real Estate, LLC and ExchangeRight Income Fund Operating Partnership, LP (included as Exhibit C to Exhibit 10.2(a) hereof)
10.3	Form of Agreement and Plan of Merger by and among an ExchangeRight Net Leased Portfolio DST and ExchangeRight Income Fund Operating Partnership, LP
10.4	Form of Interest Assignment Agreement between ExchangeRight Real Estate, LLC (as Assignor), ExchangeRight Income Fund Operating Partnership, LP (as Assignee) and an ExchangeRight NLP Master Lessee, LLC
10.5	Property Management Agreement dated February  28, 2019 between ExchangeRight Income Fund Operating Partnership, LP and ExchangeRight Net-Leased Property Management, LLC
10.6	Asset Management Agreement dated February  28, 2019 between ExchangeRight Income Fund Operating Partnership, LP and ExchangeRight Net-Leased Asset Management, LLC
10.7	Indemnity Agreement dated December  31, 2021 by and among ExchangeRight Income Fund, ExchangeRight Income Fund Operating Partnership, LP, ExchangeRight Real Estate, LLC, David Fisher, Joshua Ungerecht, and Warren Thomas
10.8(a)	Loan Agreement made and entered into as of May 19, 2021, by and between ExchangeRight Real Estate, LLC and Ameris Bank
10.8(b)	First Loan Documents Modification Agreement made as of June 8, 2021, by and between ExchangeRight Real Estate, LLC and Ameris Bank

134

Exhibit Number	Exhibit Description
10.8(c)	Second Loan Documents Modification Agreement made as of August 17, 2021 by and between ExchangeRight Real Estate, LLC and Ameris Bank
10.8(d)	Third Loan Documents Modification Agreement made as of December 13, 2021, by and between ExchangeRight Real Estate, LLC and Ameris Bank
10.8(e)	Fourth Loan Documents Modification Agreement made as of December 28, 2021, by and between ExchangeRight Real Estate, LLC and Ameris Bank
10.8(f)	Fifth Loan Documents Modification Agreement made as of February 4, 2022, by and between ExchangeRight Real Estate, LLC and Ameris Bank
10.8(g)	Sixth Loan Documents Modification Agreement made as of November 15, 2022, by and between ExchangeRight Real Estate, LLC and Ameris Bank
10.9	Tax Protection Agreement dated July 18, 2022, by and among ExchangeRight Income Fund Partnership, LP, and each Property Contributor
21.1	List of Subsidiaries

135

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

ExchangeRight Income Fund

Date: April 27, 2023

By:	ExchangeRight Income Fund Trustee, LLC, Trustee of the Registrant
By:	ExchangeRight Real Estate, LLC, Manager of ExchangeRight Income Fund Trustee, LLC
By:	/s/ David Van Steenis
Name:	David Van Steenis
Title:	Chief Financial Officer and Chief Investment Officer

136

ExchangeRight Income Fund

INDEX TO FINANCIAL STATEMENTS

	Page
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm		F - 2
Consolidated Balance Sheets as of December 31, 2022 and 2021		F - 3
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2022 and 2021		F - 4
Consolidated Statements of Equity for the years ended December  31, 2022 and 2021		F - 5
Consolidated Statements of Cash Flows for the years ended December  31, 2022 and 2021		F - 6
Notes to Consolidated Financial Statements		F - 8
Schedule III – Real Estate and Accumulated Depreciation for the Year Ended December 31, 2022		F - 30
2022 Acquired Portfolios
Report of Independent Registered Public Accounting Firm		F - 44
Combined Statements of Revenues and Certain Expenses for the nine months ended September 30, 2022 (unaudited) and for the year ended December 31, 2021		F - 46
Notes to Combined Statements of Revenues and Certain Expenses		F - 47
Identified Portfolio Acquisitions
Report of Independent Registered Public Accounting Firm		F - 50
Combined Statement of Revenues and Certain Expenses for the year ended December 31, 2022		F - 52
Notes to Combined Statement of Revenues and Certain Expenses		F - 53
Pro forma Financial Statements
Introduction to Unaudited Pro forma Condensed Financial Statement		F - 56
Pro forma Condensed Consolidated Balance Sheet as of December  31, 2022 (unaudited)		F - 58
Pro forma Condensed Consolidated Statements of Operations for the year ended December 31, 2022 (unaudited)		F - 59
Notes to Pro forma Condensed Consolidated Financial Statements (unaudited)		F - 60

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustee and Shareholders of

ExchangeRight Income Fund

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of ExchangeRight Income Fund and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements, and Schedule III – Real Estate and Accumulated Depreciation (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

BAKER TILLY US, LLP

/S/ BAKER TILLY US, LLP

We have served as the Company’s auditor since 2019.

Irvine, California

April 21, 2023

F-2

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Consolidated Balance Sheets

	December 31,
	2022			2021
ASSETS
Real estate:
Land	$	195,295,000		$	91,412,000
Buildings and improvements		828,454,000			441,099,000
		1,023,749,000			532,511,000
Less accumulated depreciation		(34,663,000	)		(14,681,000	)
Real estate, net		989,086,000			517,830,000
Intangible assets, net		76,387,000			42,625,000
RSLCA notes receivable from affiliates		26,723,000			72,990,000
Cash and cash equivalents		22,439,000			15,140,000
Restricted cash		14,206,000			6,919,000
Receivables		7,187,000			4,561,000
Notes receivable from affiliates		6,007,000			—
Right-of-use asset		4,609,000			4,571,000
Other assets		1,712,000			1,471,000
Due from affiliates		54,000			154,000
TOTAL ASSETS	$	1,148,410,000		$	666,261,000
LIABILITIES AND EQUITY
Mortgage loans payable	$	497,067,000		$	223,462,000
Revolving credit facilities		73,311,000			87,060,000
Intangible liabilities, net		25,337,000			18,603,000
Accounts payable, accrued expenses and other liabilities		9,214,000			5,229,000
Pending trade deposits		6,446,000			9,488,000
Right-of-use liability		4,772,000			4,571,000
Distributions payable		3,189,000			1,908,000
Due to affiliates		—			49,000
Total liabilities		619,336,000			350,370,000
Commitments and contingencies		—			—
Equity:
Class A common shares, $0.01 par value per share, 77,425,099 and 19,519,258 shares authorized, 9,268,108 and 6,550,707 shares issued and outstanding as of December 31, 2022 and 2021, respectively		93,000			66,000
Class I common shares, $0.01 par value per share, 77,425,099 and 19,519,258 shares authorized, 5,193,941 and 3,813,690 shares issued and outstanding as of December 31, 2022 and 2021, respectively		52,000			38,000
Class S common shares, $0.01 par value per share, 77,425,099 and 0 shares authorized, 0 and 0 shares issued and outstanding as of December 31, 2022 and 2021, respectively		—			—
Additional paid-in capital		371,459,000			260,732,000
Cumulative distributions in excess of net income		(30,761,000	)		(11,909,000	)
Total shareholders’ equity		340,843,000			248,927,000
Noncontrolling interests attributable to operating partnership		188,231,000			66,964,000
Total equity		529,074,000			315,891,000
TOTAL LIABILITIES AND EQUITY	$	1,148,410,000		$	666,261,000

F-3

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Consolidated Statements of Operations and Comprehensive Income

	Years ended December 31,
	2022			2021
Revenues
Rental revenue	$	57,376,000		$	28,144,000
Interest income on notes receivable from affiliates		9,006,000			6,800,000
Other		85,000			62,000
Total revenues		66,467,000			35,006,000
Operating Expenses
Property operating expenses		7,369,000			3,349,000
Management fees to affiliates		2,082,000			1,109,000
General and administrative expenses		997,000			652,000
Depreciation and amortization		30,483,000			14,535,000
Total operating expenses		40,931,000			19,645,000
Income from Operations		25,536,000			15,361,000
Other (Expenses)
Interest expense		(20,614,000	)		(8,687,000	)
Total other expenses		(20,614,000	)		(8,687,000	)
Net income		4,922,000			6,674,000
Net (income) attributable to noncontrolling interests		(1,361,000	)		(1,608,000	)
Net income attributable to common shareholders	$	3,561,000		$	5,066,000
Net income per common share attributable to common shareholders, basic and diluted	$	0.28		$	0.66
Weighted average number of common shares outstanding, basic and diluted		12,908,540			7,634,357
Other comprehensive income:
Net income	$	4,922,000		$	6,674,000
Comprehensive (income) attributable to noncontrolling interests		(1,361,000	)		(1,608,000	)
Comprehensive income attributable to common shareholders	$	3,561,000		$	5,066,000

F-4

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Consolidated Statements of Equity

Years ended December 31, 2022 and 2021

	Common Shares																Additional paid-in capital			Cumulative distributions in excess of net income			Total shareholders’ equity			Noncontrolling interest attributable to Operating Partnership			Total equity
	Class A						Class I						Class S
	Shares			Amount			Shares			Amount			Shares		Amount
Balance, December 31, 2020		2,954,063		$	30,000			1,794,993		$	18,000			—	$	—	$	117,470,000		$	(3,695,000	)	$	113,823,000		$	29,725,000		$	143,548,000
Net income		—			—			—			—			—		—		—			5,066,000			5,066,000			1,608,000			6,674,000
Issuance of common shares		3,596,644			36,000			2,041,673			20,000			—		—		151,134,000			—			151,190,000			—			151,190,000
Redemption of common shares		—			—			(43,308	)		—			—		—		(1,083,000	)		—			(1,083,000	)		—			(1,083,000	)
Issuance of OP Units		—			—			—			—			—		—		—			—			—			71,636,000			71,636,000
Redemption of OP Units		—			—			—			—			—		—		—			—			—			(30,900,000	)		(30,900,000	)
Conversion of OP Units to common shares		—			—			20,332			—			—		—		508,000			—			508,000			(508,000	)		—
Offering costs		—			—			—			—			—		—		(7,297,000	)		—			(7,297,000	)		(407,000	)		(7,704,000	)
Distributions		—			—			—			—			—		—		—			(13,280,000	)		(13,280,000	)		(4,190,000	)		(17,470,000	)
Balance, December 31, 2021		6,550,707			66,000			3,813,690			38,000			—		—		260,732,000			(11,909,000	)		248,927,000			66,964,000			315,891,000
Net income		—			—			—			—			—		—		—			3,561,000			3,561,000			1,361,000			4,922,000
Issuance of common shares		2,779,632			28,000			1,402,635			14,000			—		—		118,914,000			—			118,956,000			—			118,956,000
Redemption of common shares		(62,231	)		(1,000	)		(74,039	)		(1,000	)		—		—		(3,687,000	)		—			(3,689,000	)		—			(3,689,000	)
Issuance of OP Units		—			—			—			—			—		—		—			—			—			141,749,000			141,749,000
Redemption of OP Units		—			—			—			—			—		—		—			—			—			(8,190,000	)		(8,190,000	)
Conversion of OP Units to common shares		—			—			51,655			1,000			—		—		1,425,000			—			1,426,000			(1,426,000	)		—
Offering costs		—			—			—			—			—		—		(5,925,000	)		—			(5,925,000	)		(3,679,000	)		(9,604,000	)
Distributions		—			—			—			—			—		—		—			(22,413,000	)		(22,413,000	)		(8,548,000	)		(30,961,000	)
Balance, December 31, 2022		9,268,108		$	93,000			5,193,941		$	52,000			—	$	—	$	371,459,000		$	(30,761,000	)	$	340,843,000		$	188,231,000		$	529,074,000

F-5

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Consolidated Statements of Cash Flows

	Years ended December 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	4,922,000		$	6,674,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		30,483,000			14,535,000
Amortization of deferred rent receivables/liabilities, net		(764,000	)		(442,000	)
Amortization of above/below-market lease intangibles, net		(2,090,000	)		(1,183,000	)
Amortization of assumed debt premium/discount, net		1,030,000			(46,000	)
Amortization of lease incentive		206,000			62,000
Amortization of deferred financing costs		501,000			214,000
Amortization of deferred ground rent		163,000			—
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Receivables		(1,863,000	)		(2,342,000	)
Other assets		(522,000	)		(275,000	)
Due from affiliates		100,000			(154,000	)
Accounts payable, accrued expenses and other liabilities		3,986,000			2,802,000
Due to affiliates		(49,000	)		(192,000	)
Net cash provided by operating activities		36,103,000			19,653,000
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of real estate		(111,392,000	)		(194,976,000	)
Improvements of real estate		(555,000	)		(234,000	)
Advances on notes receivable from affiliated parties		(6,007,000	)		—
Advances on RSLCA notes receivable from affiliated party		(155,566,000	)		(156,883,000	)
Repayments on RSLCA notes receivable from affiliated party		201,833,000			103,700,000
Proceeds from sales-type lease		—			16,222,000
Net cash used in investing activities		(71,687,000	)		(232,171,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Class A and Class I common shares, net of issuance costs		103,543,000			139,884,000
Redemptions of common shares		(3,689,000	)		(1,083,000	)
Issuances of noncontrolling interests, net of issuance costs		(3,761,000	)		39,581,000
Redemption of noncontrolling interests		(8,108,000	)		(30,591,000	)
Proceeds from pending trade deposits		6,446,000			9,488,000
Repayments of mortgage loans payable		(475,000	)		(250,000	)
Proceeds from revolving credit facilities borrowings		22,500,000			102,120,000
Repayments of revolving credit facilities		(36,249,000	)		(15,060,000	)
Payments of financing costs		(357,000	)		(440,000	)
Class A and Class I common shares distributions		(21,816,000	)		(12,464,000	)
Noncontrolling interests distributions		(7,864,000	)		(4,056,000	)
Net cash provided by financing activities		50,170,000			227,129,000
Net increase in cash, cash equivalents and restricted cash		14,586,000			14,611,000
Cash, cash equivalents and restricted cash at beginning of period		22,059,000			7,448,000
Cash, cash equivalents and restricted cash at end of year	$	36,645,000		$	22,059,000

F-6

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Consolidated Statements of Cash Flows

continued

	Years ended December 31,
	2022		2021
Reconciliation to consolidated balance sheets:
Cash and cash equivalents	$	22,439,000	$	15,140,000
Restricted cash		14,206,000		6,919,000
Cash, cash equivalents and restricted cash at end of year	$	36,645,000	$	22,059,000
Supplemental disclosures of cash flow information:
Cash paid for interest	$	18,049,000	$	7,932,000
Supplemental disclosures of non-cash investing and financing activities:
Assumption of loans payable in conjunction with acquisitions of real estate	$	286,519,000	$	78,544,000
Issuance of noncontrolling interest in conjunction with acquisitions of real estate	$	141,749,000	$	31,336,000
Conversion of OP Units to Class I common shares	$	1,426,000	$	508,000
Distributions payable	$	3,189,000	$	1,908,000
Recognition of right-of-use assets and related lease liabilities	$	—	$	4,571,000

F-7

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

Note 1. Business and Organization

ExchangeRight Income Fund, doing business as ExchangeRight Essential Income REIT, a Maryland statutory trust (the “Trust” or the “Company”), is a self-administered real estate company, formed on January 11, 2019, focusing on investing in single-tenant, primarily investment-grade net-leased real estate. The Company, through the Operating Partnership owned 336 properties in 34 states (collectively, the “Trust Properties”) as of December 31, 2022. The Trust Properties are occupied by 36 different national primarily investment-grade necessity-based retail tenants and are additionally diversified by industry, geographic region and lease term.

Unless the context requires otherwise, references to (i) “Trust” or the “Company” or the “General Partner” refer to ExchangeRight Essential Income REIT, a Maryland statutory trust, together with its subsidiaries, including ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership of which the Company is the sole general partner, together with its subsidiaries, (ii) “Operating Partnership” or the “Partnership” refers to ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership of which the Company is the sole general partner, together with its subsidiaries, (iii) “Trustee” refers to a related party, ExchangeRight Income Fund Trustee, LLC, a Delaware limited liability company that is the sole member of the Company’s board of trustees (iv) “ExchangeRight” or “Sponsor” refers to ExchangeRight Real Estate, LLC, a California limited liability company which is the Company’s sponsor, together with its subsidiaries, (v) “Advisory Agreement” refers to the agreement among the Partnership, the General Partner and any Advisor, pursuant to which any such Advisor will direct or perform the day-to-day business affairs of the General Partner and the Partnership, (vi) “ExchangeRight Income Fund GP, LLC” refers to a wholly-owned subsidiary of ExchangeRight which owns $15.0 million of the Company’s Class I common shares and holds a special limited partnership interest in the Operating Partnership, which entitles ExchangeRight Income Fund GP, LLC to receive a promote interest in the profits of the Operating Partnership in accordance with the a distribution waterfall set forth in the Operating Partnership’s limited partnership agreement, and (vii) “Advisor” or “Advisors” refers to any person or persons, if any, hereafter appointed, employed or contracted with by the General Partner and responsible for directing or performing the day-to-day business affairs of the General Partner, including any person to whom the Advisor hereafter subcontracts substantially all of such functions.

The Company has elected and is qualified to be taxed as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes beginning with the taxable year ended December 31, 2019. The Trust is the sole general partner and a limited partner of the Operating Partnership, a Delaware partnership formed on January 9, 2019. Substantially all of the Company’s business is conducted through the Operating Partnership. The Trust Properties are owned and controlled by the Company and are managed by ExchangeRight Net-Leased Property Management, LLC (the “Property Manager”) and ExchangeRight Net-Leased Asset Management, LLC (the “Asset Manager”), which are both wholly-owned subsidiaries of ExchangeRight, pursuant to executed property management and asset management agreements with each respective entity.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). In the opinion of management, all adjustments necessary for fair presentation (including normal recurring accruals) have been included.

F-8

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, the Operating Partnership, its subsidiaries and any single member limited liability companies or other entities which are consolidated in accordance with GAAP. The Company consolidates variable interest entities (“VIEs”) when it is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. Generally, a VIE is an entity with one or more of the following characteristics: (1) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) as a group, the holders of the equity investment at risk (a) lack the power through voting or similar rights to make decisions about the entity’s activities that significantly impact the entity’s performance, (b) have no obligation to absorb the expected losses of the entity, or (c) have no right to receive the expected residual returns of the entity, or (3) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately fewer voting rights. A VIE is required to be consolidated by its primary beneficiary. The primary beneficiary of a VIE has (1) the power to direct the activities that most significantly impact the entity’s economic performance, and (2) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. Significant judgments related to these determinations include estimates about the current values, performance of real estate held by these VIEs, and general market conditions.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s most significant assumptions and estimates relate to the useful lives of real estate assets, lease accounting, real estate impairment assessments and allocation of fair value of purchase consideration. These estimates are based on historical experience and other assumptions which management believes are reasonable. The Company evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.

Investment in Real Estate

Real estate assets are stated at cost, less accumulated depreciation and amortization. The Company evaluates each acquisition transaction to determine whether the acquired asset meets the definition of a business and therefore accounted for as a business combination or if the acquisition transaction should be accounted for as an asset acquisition. Under Accounting Standards Update (“ASU”) 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), an acquisition does not qualify as a business when substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that qualify as asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred.

The Company allocates the purchase price of acquired properties accounted for as asset acquisitions to tangible and identifiable intangible assets or liabilities based on their relative fair values. Tangible assets may

F-9

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

include land, buildings, site improvements and tenant improvements. Intangible assets include the value of in-place leases and above-market leases and intangible liabilities include below-market leases. The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to the tangible assets based on the relative fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions as well as costs to execute similar leases based on the specific characteristics of each tenant’s lease. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including tenant improvements, leasing commissions, legal and other related expenses.

The values of acquired above-market and below-market leases are recorded based on the present values (using discount rates which reflect the risks associated with the leases acquired) of the differences between the contractual amounts to be received and management’s estimate of market lease rates, measured over the terms of the respective leases that management deemed appropriate at the time of the acquisitions. Such valuations include consideration of the noncancelable terms of the respective leases as well as any applicable renewal periods. The fair values associated with below-market rental renewal options are determined based on the Company’s experience and the relevant facts and circumstances that existed at the time of the acquisitions. The values of the above-market and below-market leases are amortized over the term of the respective leases, including certain renewal options (as applicable), as an adjustment to rental revenue on the Company’s consolidated statements of operations and comprehensive income. The value of other intangible assets (including leasing commissions, tenant improvements, etc.) is amortized to expense over the applicable terms of the respective leases. If a lease were to be terminated prior to its stated expiration or not renewed, all unamortized amounts relating to that lease would be recognized in operations at that time. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources and also considers information and other factors including market conditions, the industry that the tenant operates in, characteristics of the real estate; e.g., location, size, demographics, value and comparative rental rates; tenant credit profile and the importance of the location of the real estate to the operations of the tenant’s business. Additionally, the Company considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the relative fair value of the tangible and intangible assets and liabilities acquired. The Company’s methodology for measuring and allocating the fair value of real estate acquisitions includes both observable market data (categorized as level 2 on the three-level valuation hierarchy of Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement), and unobservable inputs that reflect the Company’s own internal assumptions (categorized as level 3 under ASC Topic 820). Given the significance of the unobservable inputs the Company believes the allocations of fair value of real estate acquisitions should be categorized as level 3 under ASC Topic 820.

Management reviews each real estate investment for impairment whenever events or circumstances indicate that the carrying value of a real estate investment may not be recoverable. The review of recoverability of real estate investments held for use is based on an estimate of the future cash flows that are expected to result from the real estate investment’s use and eventual disposition. These cash flows consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, capital expenditures, competition and other factors. If an impairment event exists due to the projected inability to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds estimated fair value. No impairments were recorded during the years ended December 31, 2022 and 2021, respectively.

F-10

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets. The Company considers the period of future benefit of each respective asset to determine its appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows:

Description	Depreciable life
Buildings	39 years
Building and site improvements	Ranging from 5 to 20 years
Tenant improvements	Shorter of the term of the related lease or useful life
Intangible lease assets and liabilities	Term of the related lease

Expenditures for improvements that substantially extend the useful lives of the assets are capitalized. Expenditures for maintenance, repairs and betterments that do not substantially prolong the normal useful life of an asset are charged to operations as incurred.

Real Estate Held for Sale

The Company follows the guidance for reporting discontinued operations, whereby a disposal of an individual property or group of properties is required to be reported in “discontinued operations” only if the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. The results of operations for those properties not meeting such criteria are reported in “continuing operations” in the consolidated statements of operations and comprehensive income.

The carrying values of the assets and liabilities of properties determined to be held for sale, principally the net book values of the real estate and the related mortgage loans payable expected to be assumed by the buyers, are reclassified as “held for sale” on the Company’s consolidated balance sheets at the time such determinations are made, on a prospective basis only.

The Company, when applicable, conducts a continuing review of the values for all properties “held for sale” based on final sales prices and sales contracts entered into. Impairment charges/reversals, if applicable, are based on a comparison of the carrying values of the properties with either (1) actual sales prices less costs to sell for properties sold, or contract amounts for properties in the process of being sold, (2) estimated sales prices, less costs to sell, based on discounted cash flow analyses, if no contract amounts are being negotiated, or (3) with respect to land parcels, estimated sales prices, less costs to sell, based on comparable sales completed in the selected market areas. Prior to the Company’s determination to dispose of properties, which are subsequently reclassified to “held for sale”, the Company would perform recoverability analyses based on the estimated undiscounted cash flows that would be expected to result from the real estate investments’ use and eventual disposal. The projected undiscounted cash flows of each property would reflect that the carrying value of each real estate investment would be recovered. The Company had no real estate held for sale as of December 31, 2022 and 2021, respectively.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash in banks and short-term investments with original maturities when purchased of less than ninety days. The Company did not have any cash equivalents as of December 31, 2022 and 2021, respectively.

F-11

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

The terms of mortgage loans payable may require the Company to deposit certain replacement and other reserves with its lenders. Restricted cash was $14.2 million and $6.9 million as of December 31, 2022 and 2021, respectively, and represents funds held in reserve by lenders to cover real estate taxes, insurance, repairs, tenant improvements and leasing commissions of the underlying properties collateralized by the respective loan.

Fair Value Measurements

The accounting guidance for fair value measurement establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels:

• Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

• Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible while also considering counterparty credit risk in the assessment of fair value.

Revenue Recognition and Receivables

Management has determined that predominantly all of the Company’s leases with its various tenants are operating leases (excluding the three sales-type leases disclosed in Note 3. Investment in Real Estate below). The Company recognizes minimum rent, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases on a straight-line basis over the term of the related leases when collectability is reasonably assured and records amounts expected to be received in later years as deferred rent receivable. Deferred rent receivable was $1.4 million and $0.6 million as of December 31, 2022 and, 2021, respectively, and represents rent earned in excess of rent received as a result of straight-lining rents over the terms of the leases, in accordance with the guidance and is included in receivables on the accompanying consolidated balance sheets. Deferred rent liability represents rent received in excess of rent earned as a result of straight-lining rents over the terms of the leases. These amounts were de minimis for the year ended December 31, 2022 and 2021 and are included in accounts payable, accrued expenses and other liabilities on the accompanying consolidated balance sheets. The Company records property operating expense reimbursements due from tenants for common area maintenance, real estate taxes and other recoverable costs in the period the related expenses are incurred.

A limited number of operating leases contain contingent rent provisions under which tenants are required to pay, as additional rent, a percentage of their sales in excess of a specified amount. The Company defers recognition of contingent rental income until those specified sales targets are met. The Company recorded no contingent rent during 2022 or 2021. Revenues also may include items such as lease termination fees, which tend to fluctuate more than rents from year to year. Termination fees are fees that the Company has agreed to accept in consideration for permitting certain tenants to terminate their lease prior to the contractual expiration. The Company recognizes lease termination income when the following conditions are met: (1) the lease termination

F-12

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

agreement has been executed, (2) the lease termination fee is determinable, (3) all the Company’s landlord services pursuant to the terminated lease have been rendered, and (4) collectability of the lease termination fee is assured. $367,000 and $0 have been recorded as lease terminations during 2022 or 2021, respectively, and are included in rental revenues on the accompanying consolidated statements of operations and comprehensive income.

If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or by the Company. When the Company is the owner of the tenant improvements, the tenant is typically not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed.

When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to:

• whether the lease stipulates how a tenant improvement allowance may be spent;

• whether the amount of a tenant improvement allowance is in excess of market rates;

• whether the tenant or landlord retains legal title to the improvements at the end of the lease term;

• whether the tenant improvements are unique to the tenant or general-purpose in nature; and

• whether the tenant improvements are expected to have any residual value at the end of the lease.

Pending Trade Deposits

Pending trade deposits were $6.4 million and $9.5 million as of December 31, 2022 and 2021, respectively, and represents funds received by the Company from investors for future purchases of Class A and Class I common shares. Shares are issued by the Company upon the investment being accepted by the Company.

Right-of-Use Assets and Liabilities

The Company is the lessee under a ground lease. In accordance with the lease accounting standard, the Company recorded a right-of-use asset and related liability for this ground lease of the date of acquisition in December 2021. As of December 31, 2022, the remaining lease term, including options which were deemed probable to be exercised, was approximately 68 years and the discount rate used to calculate the Company’s lease liability was 7.1%. Rent expense under the ground lease was $0.4 million for the year ended December 31, 2022.

F-13

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

The following table represent a reconciliation of the Company’s undiscounted future minimum lease payments for its ground lease agreement applicable to right-of-use liabilities as of December 31, 2022:

2023	$	285,000
2024		285,000
2025		285,000
2026		285,000
2027		285,000
Thereafter		29,004,000
Total undiscounted future minimum lease payments		30,429,000
Future minimum lease payments, discount		(25,657,000	)
Right-of-use liability	$	4,772,000

Deferred Financing Costs

Financing costs related to the issuance of the Company’s long-term debt are deferred and amortized as an increase to interest expense over the term of the related debt instrument using the effective-interest method. The carrying value of the deferred financing costs related to mortgage loans payable was $521,000 and $592,000, which was net of accumulated amortization of $177,000 and $107,000 as of December 31, 2022 and 2021 respectively, and was recorded as a direct deduction to the related debt on the consolidated balance sheets. The carrying value of the deferred financing costs related to revolving credit facilities was $223,000 and $297,000, which was net of accumulated amortization of $574,000 and $143,000 as of December 31, 2022 and 2021 respectively, and was recorded within other assets on the consolidated balance sheets. Amortization of deferred financing costs was $501,000 and $214,000 for 2022 and 2021, respectively, and is included in interest expense on the accompanying consolidated statements of operations and comprehensive income.

Noncontrolling Interests

The Company presents noncontrolling interests, which represents OP Units, and classifies such interests as a component of equity, separate from the Company’s shareholders’ equity. Noncontrolling interests were created as part of contribution and merger agreements with former 1031-exchangeable portfolios that were previously managed by the Sponsor on behalf of investors and recognized at fair value as of the date of the merger transaction. The holders of OP Units have the right to exchange their OP Units for the same number of shares of the Company’s Class I common shares, subject to a one-year holding period from the date of initial investment.

Segment Information

The Company’s primary business is the ownership and operation of net-lease primarily investment-grade tenants. The Company reviews operating and financial information for each property on an individual basis and, accordingly, each property represents an individual operating segment. The Company evaluates financial performance using property operating income, which consists of rental income and other property income, less operating expenses. No individual property constitutes more than 10% of the Company’s revenues or property operating income, and the Company has no operations outside of the United States of America. Therefore, the Company has aggregated its properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies.

F-14

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

Income Taxes

The Company has elected and is qualified to be taxed as a REIT, as it complies with the related provisions under the Internal Revenue Code of 1986, as amended. Accordingly, the Company generally is not and will not be subject to U.S. federal income tax to the extent of its distributions to shareholders and as long as certain asset, income and share ownership tests are met. To qualify as a REIT, the Company must annually distribute at least 90% of its REIT taxable income to its shareholders and meet certain other requirements. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income. The Company may also be subject to certain state, local and franchise taxes. If the Company fails to meet these requirements, it will be subject to U.S. federal income tax, which could have a material adverse impact on its results of operations and amounts available for distributions to its shareholders. Application of tax laws and regulations to various types of transactions is susceptible to varying interpretations. Therefore, amounts reported in the financial statements could be changed at a later date upon final determination by the taxing authorities. No such examinations by taxing authorities are presently in process.

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

Issued and Adopted Accounting Pronouncements

In April 2020, the Financial Accounting Standards Board (the “FASB”) issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of a novel strain of coronavirus (“COVID-19”). Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under ASC 842—Leases. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance (i.e. assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract). Both lessees and lessors may make this election. The Company evaluated its election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. The Company provided no lease concessions to tenants during 2022 and 2021, respectively.

Note 3. Investments in Real Estate

The Company acquires, owns and manages primarily single-tenant, investment-grade net-leased real estate. The Company owned 336 properties in 34 states as of December 31, 2022. As of December 31, 2022, the Company’s portfolio was 99.8% leased and is occupied by 36 different national primarily investment-grade necessity-based retail tenants, and is additionally diversified by industry, geographic region and lease term.

F-15

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

Real estate activity, excluding the effect of sale-type lease transactions for 2021, is composed of the following:

	Years ended December 31,
	2022			2021
Cost
Balance - beginning of year	$	532,511,000		$	258,988,000
Property acquisitions		490,683,000			273,289,000
Improvements		555,000			234,000
Balance - end of year	$	1,023,749,000		$	532,511,000
Accumulated depreciation
Balance - beginning of year	$	(14,681,000	)	$	(4,954,000	)
Depreciation expense		(19,982,000	)		(9,727,000	)
Balance - end of year	$	(34,663,000	)	$	(14,681,000	)
Net book value - end of year	$	989,086,000		$	517,830,000

Acquisitions

The Company acquired 186 properties for a total purchase price, including acquisition costs, of $539.7 million during 2022. These 186 properties were acquired via merger agreements with ten former 1031-exchangable portfolios that were previously managed by the Sponsor on behalf of investors. The Company assumed the following mortgages in connection with these acquisitions during 2022:

Date of assumption	Amortization	Maturity date	Balance at assumption		Contractual interest rate
2/9/2022	Interest only	10/1/2024	$	16,902,000		4.25	%
3/2/2022	Interest only	6/6/2027		32,722,000		3.98	%
4/1/2022	Interest only	6/1/2024		18,008,000		4.71	%
6/24/2022	Interest only	9/1/2027		36,860,000		3.99	%
7/26/2022	Interest only	12/1/2027		33,441,000		4.09	%
8/24/2022	Interest only	1/11/2028		35,840,000		4.05	%
8/31/2022	Interest only	12/1/2025		25,012,000		4.59	%
9/7/2022	Interest only	5/1/2025		25,519,000		4.15	%
9/14/2022	Interest only	4/8/2028		37,795,000		4.27	%
10/27/2022	Interest only	9/6/2025		24,420,000		4.38	%
			$	286,519,000

The Company acquired 68 properties for a total purchase price, including acquisitions costs, of $288.6 million during 2021. Of these properties, 58 were acquired via merger agreements with four former 1031-exchangable portfolios that were previously managed by the Sponsor on behalf of investors for a total purchase price of $156.6 million. 10 of the properties were acquired from unaffiliated entities not managed by the Sponsor for a total purchase price of $132.1 million. ExchangeRight earned a 1.0% acquisition fee on these 10 property

F-16

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

acquisitions totaling $1.3 million. (see Note 10. Related and Affiliated Party Transactions for further details regarding acquisition fees). The Company assumed the following mortgages in connection with these acquisitions during 2021:

Date of assumption	Amortization	Maturity date	Balance at assumption		Contractual interest rate
3/25/2021	Interest only	12/1/2026	$	28,110,000		4.06	%
3/30/2021	30 Year Amort	10/1/2023		8,035,000		5.54	%
11/1/2021	Interest only	4/1/2027		31,200,000		4.38	%
12/9/2021	30 Year Amort	3/1/2024		11,199,000		4.91	%
			$	78,544,000

An allocation of the purchase price and acquisition costs paid for the completed acquisitions is as follows:

	Years ended December 31,
	2022			2021
Land	$	103,883,000		$	40,063,000
Building and site improvements		376,886,000			227,274,000
Tenant improvements		9,914,000			5,952,000
Lease in-place intangible assets		43,060,000			24,811,000
Lease above-market intangible assets		1,600,000			1,362,000
Other assets		—			707,000
		535,343,000			300,169,000
Liabilities assumed:
Debt premium / (discount), net		13,540,000			(201,000	)
Lease below-market intangible liabilities		(9,222,000	)		(11,334,000	)
Purchase price (including acquisition costs)	$	539,661,000		$	288,634,000

Sales-Type Leases

The Company, as lessor, has entered into long-term leases with affiliated parties that transfer the rights, title and interest of certain in-line, non-anchor tenants at certain multi-tenant properties the Company has acquired. These leases range from 50 years to 99 years, and all include 10 five-year renewal options. These in-line tenants do not fit within the Company’s investment criteria of being investment-grade necessity-based retail tenants. Simultaneously upon the acquisition of these properties, the Company transferred the rights, title and interest of the in-line tenants for consideration in the form of lump sum payments which equaled the fair value associated with the in-line tenants at their respective properties. The Company has classified these lease transactions as sales-type leases. Additionally, as the lump sum payment totaled the fair value of the in-line tenants at each respective property, and the remaining annual lease payments at each respective property is de minimis, these transactions had no effect on the Company’s consolidated statements of operations and comprehensive income for the years ended December 31, 2022 and 2021, respectively. Accordingly, the effect of the purchase and immediate resale of these properties has been excluded from the allocation of purchase price and acquisition costs summary above. The Company did not enter into any sales-type lease transactions for the year ended December 31, 2022. The Company entered into three sales-type lease transactions for the year ended December 31, 2021 and received lump sum lease payments totaling $16.2 million during the year ended December 31, 2021.

F-17

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

Revenues

Substantially all of the Company’s tenants are subject to net-lease agreements where the tenant is generally responsible for minimum monthly rent and actual property operating expenses incurred, including property taxes, insurance and maintenance. In addition, the Company’s tenants are typically subject to future rent increases based on fixed amounts or, in limited cases, increases in the consumer price index. In addition, certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level. The Company recorded no percentage rent revenue for the years ended December 31, 2022 and 2021. Certain of the Company’s properties are subject to leases under which it retains responsibility for specific costs and expenses of the property. The Company’s leases typically provide the tenant one or more multi-year renewal options to extend their leases, subject to generally the same terms and conditions, including rent increases, consistent with the initial lease term.

All lease-related income is reported as a single line item, rental revenue, in the consolidated statements of operations and comprehensive income. Rental revenue is comprised of the following:

	Years ended December 31,
	2022		2021
Base rents	$	47,697,000	$	23,538,000
Tenant reimbursables		6,458,000		2,981,000
Straight-line rent adjustments		764,000		442,000
Above/below market lease amortization, net		2,090,000		1,183,000
Lease termination income		367,000		—
	$	57,376,000	$	28,144,000

Annual future contractual base rents due to be received under non-cancelable operating leases in effect at December 31, 2022 are as follows:

2023	$	64,404,000
2024		61,553,000
2025		60,002,000
2026		56,396,000
2027		50,108,000
Thereafter		191,262,000
Total	$	483,725,000

Concentration of Credit Risk

As of December 31, 2022, the Company’s portfolio is occupied by 36 different national primarily investment-grade necessity-based retail tenants, and is additionally diversified by industry, geographic region and lease term. The following tenants contributed more than 10% of contractual base rents during 2022 and 2021:

	Years ended December 31,
	2022			2021
Dollar General		16.8	%		14.5	%
Walgreens		14.8	%		14.0	%
Family Dollar		n/a			11.0	%

F-18

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

Note 4. Notes Receivable

RSLCA Notes Receivable From Affiliated Party

In order to maintain liquidity to fund the share repurchase program and other liquidity needs, the Company has invested in a short-term mezzanine loan to ExchangeRight (“ExchangeRight Mezz Loans”) for ExchangeRight’s Delaware Statutory Trust (“DST”) programs under a Revolving Secured Line of Credit Agreement (“RSLCA”). These notes receivables most commonly have an average loan length of 60 to 120 days. The loan agreement, as amended, matures on April 4, 2027, with a maximum of $250.0 million outstanding at any time, and bears interest at a rate equal to 12.0% per annum, while outstanding.

The Trust’s notes receivable are secured by interests in an affiliated party that indirectly owns net-leased necessity-based retail properties similar to the Trust’s acquired properties, as well as a pledge agreement and subordination agreement provided by ExchangeRight. As a result, the risk profile of an investment in this program is intended to be similar to ownership of the Company’s acquired properties while providing liquidity and an enhanced risk-adjusted return over investments with similar liquidity. The Company’s investment in notes receivable are held at cost and totaled $26.7 million and $73.0 million as of December 31, 2022 and 2021, respectively.

Notes Receivable from Affiliated Parties

On August 25, 2022, the Company entered into a real estate note as the lender with a two property net-leased DST managed by ExchangeRight. The real estate note is for $3.6 million, matures on August 25, 2027, bears interest at a fixed-rate of 6.00% and requires interest only payments. The Company had a $3.6 million receivable under this real estate note as of December 31, 2022, and is included in notes receivable from affiliates in the consolidated balance sheets.

On November 18, 2022, the Company entered into a junior unsecured line of credit agreement as the lender with a four property net-leased DST managed by ExchangeRight. The junior unsecured line of credit agreement is for a maximum of $2.6 million, matures on November 18, 2027, bears interest at a fixed-rate of 7.25% and requires interest only payments. The Company had a $2.4 million receivable under this junior unsecured line of credit agreement as of December 31, 2022, and is included in notes receivable from affiliates in the consolidated balance sheets.

Note 5. Intangible Assets and Liabilities

Intangible assets and liabilities consisted of the following:

	December 31, 2022
	Gross carrying amount		Accumulated amortization			Net carrying amount		Weighted average amortization period (years)
In-place leases	$	91,461,000	$	(17,920,000	)	$	73,541,000		7.8
Above-market leases		3,474,000		(628,000	)		2,846,000		6.9
Total intangible assets, net	$	94,935,000	$	(18,548,000	)	$	76,387,000
Below-market leases	$	29,991,000	$	(4,654,000	)	$	25,337,000		11.6

F-19

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

	December 31, 2021
	Gross carrying amount		Accumulated amortization			Net carrying amount		Weighted average amortization period (years)
In-place leases	$	48,401,000	$	(7,419,000	)	$	40,982,000		9.5
Above-market leases		1,874,000		(231,000	)		1,643,000		8.6
Total intangible assets, net	$	50,275,000	$	(7,650,000	)	$	42,625,000
Below-market leases	$	20,769,000	$	(2,166,000	)	$	18,603,000		12.8

The Company records amortization of in-place lease assets to amortization expense and records net amortization of above-market and below-market lease intangibles to rental revenue. Amortization of intangibles assets and liabilities are as follows:

	Years ended December 31,
	2022		2021
Net adjustment to rental revenue	$	2,090,000	$	1,183,000
Amortization of in-place leases	$	10,501,000	$	4,806,000

The estimated future amortization of in-place lease assets to amortization expense and the amortization of above-market and below-market lease intangibles to rental revenue are as follows:

	Amortization		Rental revenue
	In-place lease assets		Above-market leases			Below-market leases		Total
2023	$	13,073,000	$	(515,000	)	$	2,848,000	$	2,333,000
2024		11,131,000		(454,000	)		2,723,000		2,269,000
2025		10,376,000		(436,000	)		2,701,000		2,265,000
2026		9,247,000		(397,000	)		2,638,000		2,241,000
2027		7,478,000		(300,000	)		2,201,000		1,901,000
Thereafter		22,236,000		(744,000	)		12,226,000		11,482,000
Total	$	73,541,000	$	(2,846,000	)	$	25,337,000	$	22,491,000

Note 6. Fair Value Measurements

The carrying amounts of cash and cash equivalents, restricted cash, receivables, certain other assets, accounts payable, accrued expenses and other liabilities approximate their fair value due to their terms and/or short-term nature.

The fair value of the Company’s fixed-rate mortgage loans payable and revolving credit facilities, which were determined to be Level 3 within the valuation hierarchy, were estimated using available market information and discounted cash flow analyses based on borrowing rates the Company believes it could obtain with similar terms and maturities. As of December 31, 2022, the aggregate fair values of the Company’s fixed-rate mortgage loans payable was $470.1 million and the carrying value of such loans was $497.1 million. As of December 31, 2022, the aggregate fair values of the Company’s revolving credit facilities approximated its carrying value. As of December 31, 2021, the aggregate fair values of the Company’s fixed-rate mortgage loans payable and revolving credit facilities approximated the carrying value of such loans.

F-20

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

GAAP has concluded that transactions involving related and affiliated parties cannot be presumed to be carried out on an arm’s length-basis, as the requisite conditions of competitive, free-market dealings may not exist. Therefore, in the opinion of management, the fair value of the RSLCA notes receivable from affiliated party and notes receivable from affiliates cannot be readily estimated, as the transactions are with affiliated parties. Other information about related and affiliated party transactions are provided, where applicable, elsewhere in these notes to the financial statements.

Note 7. Debt

Mortgage Loans Payable

Mortgage loans payable are secured by the properties on which the debt was placed and are considered nonrecourse debt with limited customary exceptions. The Company was in compliance with all of its debt covenants related to its mortgage loans payable as of December 31, 2022. Fixed-rate mortgage loans payable are composed of the following as December 31, 2022 and 2021:

				December 31, 2022						December 31, 2021
Description	Amortization	Maturity dates		Balance outstanding			Contractual interest rate			Balance outstanding			Contractual interest rate
Fixed-rate mortgage (a)	30 Year Amort		2/1/2023	$	6,369,000			4.93	%	$	6,540,000			4.93	%
Fixed-rate mortgage (b)	30 Year Amort		10/1/2023		7,823,000			5.54	%		7,948,000			5.54	%
Fixed-rate mortgage	30 Year Amort		3/1/2024		11,019,000			4.91	%		11,199,000			4.91	%
Fixed-rate mortgage	Interest-only		6/1/2024		18,008,000			4.71	%		—			—
Fixed-rate mortgage	Interest-only		10/1/2024		16,902,000			4.25	%		—			—
Fixed-rate mortgage	Interest-only		2/2/2025		21,550,000			3.97	%		21,550,000			3.97	%
Fixed-rate mortgage	Interest-only		5/1/2025		25,519,000			4.15	%		—			—
Fixed-rate mortgage	Interest-only		9/2/2025		24,420,000			4.38	%		—			—
Fixed-rate mortgage	Interest-only		12/1/2025		25,012,000			4.59	%		—			—
Fixed-rate mortgage	Interest-only		5/10/2026		24,850,000			4.66	%		24,850,000			4.66	%
Fixed-rate mortgage	Interest-only		9/1/2026		24,485,000			3.82	%		24,485,000			3.82	%
Fixed-rate mortgage	Interest-only		12/1/2026		28,110,000			4.06	%		28,110,000			4.06	%
Fixed-rate mortgage	Interest-only		4/1/2027		31,200,000			4.38	%		31,200,000			4.38	%
Fixed-rate mortgage	Interest-only		6/6/2027		32,722,000			3.98	%		—			—
Fixed-rate mortgage	Interest-only		9/1/2027		36,860,000			3.99	%		—			—
Fixed-rate mortgage	Interest-only		12/1/2027		33,441,000			4.09	%		—			—
Fixed-rate mortgage	Interest-only		1/11/2028		35,840,000			4.05	%		—			—
Fixed-rate mortgage	Interest-only		4/8/2028		37,795,000			4.27	%		—			—
Fixed-rate mortgage	Interest-only		10/1/2029		30,231,000			3.13	%		30,231,000			3.13	%
Fixed-rate mortgage	Interest-only		1/1/2031		37,564,000			3.45	%		37,564,000			3.45	%
					509,720,000			4.13	%		223,677,000			4.03	%
Unamortized issuance costs, net					(521,000	)					(592,000	)
Unamortized (discount)/premium, net					(12,132,000	)					377,000
				$	497,067,000					$	223,462,000

(a) Mortgage was repaid in full by its maturity date of February 1, 2023.

(b) Mortgage is currently callable by the lender as a result of the merger agreement.

Revolving Lines of Credit

In January 2021, the Company entered into a revolving line of credit with Pacific Western Bank. The revolving line of credit agreement, as amended on February 9, 2022, has a maturity date of January 15, 2024,

F-21

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

with a maximum of $15.0 million outstanding at any time and bears interest at a rate equal to the prime rate plus 1.00% per annum with an interest rate floor of 3.75%, while outstanding. The revolving line of credit will require monthly interest only payments, while outstanding. The Company had $0.0 million and $7.5 million outstanding under this revolving line of credit as of December 31, 2022 and December 31, 2021, respectively. The Company was in compliance with the debt covenants related to this revolving line of credit as of December 31, 2022.

Additionally, on May 19, 2021, the Company and ExchangeRight entered into a revolving line of credit with Ameris Bank. The Company is only legally responsible for the specific borrowings related to the Company, whereas ExchangeRight is a guarantor on all outstanding borrowings. The revolving line of credit agreement, as amended, is for an initial term of two years, with a maximum of $85.0 million outstanding at any time and requires monthly payments. The Company had $73.3 million and $79.6 million outstanding under this revolving line of credit as of December 31, 2022 and 2021, respectively. Repayment terms for each borrowing note within the line of credit is as follows:

Loan to cost %	Repayment terms
80%	Three months interest only followed by a 25-year amortization
75%	Six months interest only followed by a 30-year amortization
70 % or less	12 months interest only followed by a 30-year amortization

The interest only period bears interest at a rate equal to the prime less 50 basis points. The amortization principal period requires payments at a current interest rate of 7.0% as of December 31, 2022. Each borrowing under the facility had an initial term of 12 months, with two, six-month extension options. The Company was in compliance with the debt covenants related to this revolving line of credit as of December 31, 2022.

Scheduled Principal Payments

Scheduled principal payments on mortgage loans payable and revolving credit facilities and the scheduled amortization of unamortized issuance costs and unamortized premium, net, are as follows:

	Mortgage loans payable										Unamortized			Unamortized
Year	Scheduled principal		Balloon payments			Total		Revolving credit facilities			issuance costs, net			(discount) / premium, net			Total
2023	$	341,000	$	14,039,000	(a)	$	14,380,000	$	73,311,000	(b)	$	(70,000	)	$	(2,867,000	)	$	84,754,000
2024		31,000		45,710,000			45,741,000		—			(70,000	)		(2,970,000	)		42,701,000
2025		—		96,501,000			96,501,000		—			(70,000	)		(2,521,000	)		93,910,000
2026		—		77,445,000			77,445,000		—			(70,000	)		(2,017,000	)		75,358,000
2027		—		134,223,000			134,223,000		—			(70,000	)		(1,655,000	)		132,498,000
Thereafter		—		141,430,000			141,430,000		—			(171,000	)		(102,000	)		141,157,000
	$	372,000	$	509,348,000		$	509,720,000	$	73,311,000		$	(521,000	)	$	(12,132,000	)	$	570,378,000

(a) Includes (1) a $6.4 million mortgage that was repaid in full by its contractual maturity date in February 2023 and (2) a $7.7 million balloon payment for a mortgage with a contractual maturity date in October 2023 which is currently callable by the lenders as a result of the merger agreement.

(b) The entire $73.3 million balance under the Ameris Bank revolving credit facility was repaid during 2023.

F-22

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

Note 8. Commitments and Contingencies

Litigation and Regulatory Matters

The Company is a party to certain legal actions arising in the normal course of business. Management does not expect there to be adverse consequences from these actions that would be material to the Company’s consolidated financial statements.

Environmental Matters

Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances, or petroleum product releases, at its properties. The owner may be liable to governmental entities or to third parties for property damage, and for investigation and cleanup costs incurred by such parties in connection with any contamination. Generally, the Company’s tenants must comply with environmental laws and meet any remediation requirements. In addition, leases typically impose obligations on tenants to indemnify the Company from any compliance costs the Company may incur as a result of environmental conditions on the property caused by the tenant. However, if a lease does not require compliance, or if a tenant fails to or cannot comply, the Company could be forced to pay these costs. Management is unaware of any environmental matters that would have a material impact on the Company’s consolidated financial statements.

Note 9. Equity and Noncontrolling Interests

Common Shares Detail

The Company’s common shares consist of Class A shares, Class I shares and Class S shares, which are collectively referred to herein as common shares. The Class A shares, Class I and Class S shares have identical rights and privileges, including identical voting rights, but have different upfront selling commissions and related fees. Each Class A common share and Class S common share shall automatically and without any action on the part of the shareholder thereof convert into the same number of Class I common shares upon a listing of any class of common shares pursuant to an effective registration statement on any securities exchange registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, or any merger, consolidation, transfer of all or substantially all of the assets or other business combination of the Company, as a result of which all outstanding common shares are canceled in exchange for the right to receive cash or securities, or a combination thereof. The Trustee may increase the maximum offering as long as it is anticipated to be accretive to the Trust investors, in its sole discretion. A wholly-owned subsidiary of the Sponsor, ExchangeRight Income Fund GP, LLC, owned 600,000 Class I shares as of December 31, 2022 and 2021, respectively, which were purchased at the same terms as shareholders at acquisition. The following table provides a summary of certain Class I, Class A and Class S shares attributes:

	Offering price
Effective date	Class I		Class A		Class S
Inception	$	25.00	$	26.58		n/a
March 2, 2021	$	26.00	$	27.64		n/a
November 8, 2021	$	26.09	$	27.74		n/a
January 4, 2022	$	26.64	$	28.33		n/a
April 4, 2022	$	27.82	$	29.58	$	28.83
August 3, 2022	$	28.18	$	29.96	$	29.20

F-23

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

Common Share Repurchase Plan

The Company has adopted a share repurchase plan whereby, subject to certain limitations, shareholders may request on a quarterly basis that the Company repurchases all or any portion of their shares. Shareholders are eligible to have their shares repurchased by the Company pursuant to the share repurchase program and the authorization of the Trustee. Holders of shares may request that the Company repurchase shares, in an amount not to exceed five percent (5.0%) per fiscal year of the issued and outstanding shares. The Company may repurchase fewer shares than have been requested in any particular quarter to be repurchased under its share repurchase plan, or none at all, at the Company’s full discretion. The Company also has no obligation to repurchase shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency. The Trustee may modify, suspend or terminate the share repurchase plan if it deems such action to be in the Company’s best interest and the best interest of the Company’s shareholders. 74,039 Class I common shares totaling $2.0 million, and 62,231 Class A common shares totaling $1.7 million were redeemed during 2022, respectively. 43,308 Class I common shares totaling $1.1 million were redeemed during 2021. There were no Class A common shares redeemed during 2021.

Distributions

The amount of distributions payable to the Company’s shareholders is determined by the Trustee and is dependent on a number of factors, including funds available for distribution, the Company’s financial condition, capital expenditure requirements, requirements of Maryland law and annual distribution requirements needed to qualify and maintain its status as a REIT. The Trustee has authorized, and the Company has declared, distributions through December 31, 2022. The distributions are payable on or around the 15^th day following each month end to shareholders of record at the close of business on the last day of the prior month.

The following table provides a summary of the monthly distributions declared per share:

	Years ended December 31,
	2022				2021
	Class A		Class I		Class A		Class I
January	$	0.1445	$	0.1445	$	0.1435	$	0.1435
February	$	0.1445	$	0.1445	$	0.1435	$	0.1435
March	$	0.1445	$	0.1445	$	0.1445	$	0.1445
April	$	0.1449	$	0.1449	$	0.1445	$	0.1445
May	$	0.1449	$	0.1449	$	0.1445	$	0.1445
June	$	0.1449	$	0.1449	$	0.1445	$	0.1445
July	$	0.1449	$	0.1449	$	0.1445	$	0.1445
August	$	0.1449	$	0.1449	$	0.1445	$	0.1445
September	$	0.1449	$	0.1449	$	0.1445	$	0.1445
October	$	0.1449	$	0.1449	$	0.1445	$	0.1445
November	$	0.1449	$	0.1449	$	0.1445	$	0.1445
December	$	0.1449	$	0.1449	$	0.1445	$	0.1445
	$	1.7376	$	1.7376	$	1.7320	$	1.7320

Cumulative distributions relating to common shares and Operating Partnership Units (“OP Units”) totaling $3.2 million and $1.9 million were declared but not yet paid as of December 31, 2022 and 2021, respectively,

F-24

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

and have been included in distributions payable in the accompanying consolidated balance sheets. The unpaid distributions as of December 31, 2022 and 2021 were paid during January 2023 and January 2022, respectively.

Noncontrolling Interests

The Operating Partnership had 7,554,622 and 2,876,414 OP Units outstanding as of December 31, 2022 and 2021, respectively. The holders of OP Units have the right to cause their OP Units to be redeemed, subject to a one-year holding period, by the Operating Partnership for cash, unless the Company, in its sole discretion, elect to purchase such OP Units in exchange for Class I Common Shares of the Company, issuable on a 1:1 basis, subject to adjustment under certain circumstances. The Company currently intends to elect to pay the redemption price for all OP Units tendered for redemption in Class I common shares. 51,655 and 20,332 OP Units were exchanged for the same number of Class I common shares during 2022 and 2021, respectively.

The Company acquired 186 properties via merger agreements with ten former 1031-exchangeable portfolios that were previously managed by the Sponsor on behalf of investors during 2022 for a total purchase price of $539.7 million. In connection with these acquisitions, the Operating Partnership (excluding ExchangeRight’s related party activity) issued 5,044,863 OP Units totaling $141.7 million.

The Company acquired 58 properties via merger agreements with four former 1031-exchangeable portfolios that were previously managed by the Sponsor on behalf of investors during 2021 for a total purchase price of $156.6 million. In connection with these acquisitions, the Operating Partnership (excluding ExchangeRight’s related party activity) issued 1,212,705 OP Units totaling $31.3 million.

These OP Units were issued in consideration for certain DST interests in merger transactions that the Operating Partnership utilized in the acquisition of certain properties that are owned as of December 31, 2022. The transactions were structured for DST investors to qualify as a nontaxable property transfer to a partnership pursuant to Section 721 of the Internal Revenue Code for federal income tax purposes. These transactions reduced the amount of capital to be provided by the common shareholders in order to acquire the properties.

See Note 10. Related and Affiliated Party Transactions for more details regarding ExchangeRight’s ownership activity in the Operating Partnership.

Note 10. Related and Affiliated Party Transactions

Property Acquisitions

The Company acquired ten properties from unaffiliated entities not managed by the Sponsor during 2021. ExchangeRight earned a 1% acquisition fee on these property acquisitions totaling $1.3 million during 2021. These acquisition fees were included in the allocation of the purchase price for these completed acquisitions. The Company did not acquire any properties from unaffiliated entities not managed by the Sponsor during 2022. ExchangeRight shares common ownership with JRW Realty, Inc. (“JRW Realty”), a real estate brokerage firm. Commissions and referral fees earned by JRW Realty from assets acquired for the Company are shared with ExchangeRight. Additionally, ExchangeRight and JRW Realty currently share office space. ExchangeRight received $0 and $1.1 million during 2022 and 2021, respectively, in commissions that were paid by sellers and were reallowed to ExchangeRight through JRW Realty.

Organization and Offering Costs

The Sponsor incurs certain organization and offering costs in connection with the offering of the common shares and OP Units and the organization of the Trust. These costs include, but are not limited to, fees related to

F-25

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

special purpose entity formation, legal and accounting fees, marketing expenses, and other costs and expenses directly related to the offering and organization of the Trust. All of these expenses are paid by the Sponsor or its affiliates. The Sponsor earns an amount equal to 1% of the gross proceeds to the Company from the offering of common shares and OP Units which is expected to offset the organizational and offering costs incurred described above.

Offering costs of $2.6 million and $1.9 million were included in equity for 2022 and 2021, respectively, for which Company was obligated to pay the Sponsor. As of December 31, 2022 and 2021, the Company is obligated to pay the Sponsor for organization and offering costs in the amount of $20,000 and $102,000, respectively, which is included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets.

In addition, Class A common shares incur broker dealer commissions as an offering cost, a portion of which could be eligible to be earned by an affiliate of the Company. These net commissions totaled $4.8 million and $5.8 million in total offering costs for 2022 and 2021, respectively, which are included in offering costs in shareholders’ equity for 2022 and 2021, respectively.

Furthermore, OP Units began incurring broker dealer commissions as an offering cost on merger agreements with six former 1031-exchangable portfolios during 2022. These commissions totaled $2.3 million in total offering costs for 2022, which are included in offering costs in noncontrolling interests attributable to operating partnership for 2022.

Common Share and Noncontrolling Interest Ownership Interests

The Sponsor’s wholly-owned subsidiary, ExchangeRight Income Fund GP, LLC, owned 600,000 Class I shares as of December 31, 2022 and 2021, respectively, which were purchased at the same terms as shareholders at acquisition.

In addition, ExchangeRight has made an investment into OP Units at the same terms offered to OP Unit holders to provide liquidity in advance of property acquisitions. ExchangeRight’s ownership activity in the Operating Partnership is as follows:

	Years ended December 31,
	2022						2021
	OP Units			Dollars			OP Units			Dollars
Beginning Balance		392,308		$	10,200,000			32,000		$	800,000
Purchases		—			—			1,550,000			40,300,000
Redemptions		(315,000	)		(8,190,000	)		(1,189,692	)		(30,900,000	)
Ending Balance		77,308		$	2,010,000			392,308		$	10,200,000

Performance Participation

In addition to distributions payable on the 600,000 Class I common shares that ExchangeRight Income Fund GP, LLC acquired, it has also acquired a special limited partnership interest in our Operating Partnership, which entitles it to receive an incentive fee in accordance with the following waterfall:

(1) First, 100% to the holders of OP Units (including OP Units held by the Trust, with respect to common shares issued by the Trust) until they have received distributions, in cash, equal to a seven percent (7.0%)

F-26

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

cumulative, non-compounding annual return on all capital contributions made, or deemed to have been made, to the Operating Partnership;

(2) Second, 100% to the holders of OP Units, pro rata in accordance with their respective capital accounts, until all of the holders of shares have received cumulative distributions, in cash, equal to their respective capital contributions made, or deemed to have been made, to the Operating Partnership; and

(3) Third, (i) 80% to the holders of OP Units, pro rata in accordance with their respective capital accounts, and (ii) 20% to the special limited partner.

There was no performance participation earned or paid during 2022 and 2021, respectively.

Asset Management and Property Management Fees

The annual asset management fee is payable by the Operating Partnership to the Asset Manager, pursuant to the asset management agreement between the Asset Manager and the Operating Partnership. The asset management fee is an amount equal to fifteen basis points (0.15%) of the Trust’s assets under management. The asset management fee is payable quarterly (0.0375% each quarter) and in arrears. The asset management agreement has an initial term of five years and will automatically renew at the expiration of the initial or any subsequent five-year term for an additional five-year term.

The annual property management fee is payable by the Operating Partnership to the Property Manager pursuant to the property management agreement between the Property Manager and the Operating Partnership. The property management fee is equal to 1.10% of the gross revenues received by the Trust from the Trust Properties and any other assets acquired by the Trust, but excluding reimbursements relating to real estate taxes, insurance and common area maintenance charges and the fees earned by the Trust from the RSLCA. The Property Management Agreement had an initial term of three years and renewed on February 28, 2022 and will automatically renew at the expiration of any subsequent three-year term for an additional three-year term.

Asset management and property management fees were as follows:

	Years ended December 31,
	2022		2021
Asset management fees	$	1,556,000	$	849,000
Property management fees	$	526,000	$	260,000

Asset management fees of $0 and $49,000 remained unpaid as of December 31, 2022 and 2021, respectively, which are included in due to affiliates in the accompanying consolidated balance sheets. Property management fees were paid in full as of December 31, 2022 and 2021, respectively.

Note 11. Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing net income attributable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period including participating securities, if applicable. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue shares of common shares were exercised or converted into shares of common shares and then shared in the earnings of the Company. OP Units are convertible to Class I common shares of the Company

F-27

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

on a 1-to-1 basis and are allocated income on the same basis as common shares of the Company. Therefore, the result of an assumed conversion of the OP Units would have neither a dilutive or anti-dilutive effect on earnings per share. Accordingly, basic earnings per share is the same as diluted earnings per share for the year ended December 31, 2022 and 2021, respectively. The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the years ended December 31, 2022 and 2021, respectively:

	Years ended December 31,
	2022			2021
Numerator
Net income	$	4,922,000		$	6,674,000
Net (income) attributable to noncontrolling interests		(1,361,000	)		(1,608,000	)
Net income attributable to common shareholders, basic and diluted	$	3,561,000		$	5,066,000
Denominator
Weighted average number of common shares outstanding, basic and diluted		12,908,540			7,634,357
Net income per common share attributable to common shareholders, basic and diluted	$	0.28		$	0.66

Note 12. Subsequent Events

Management has evaluated subsequent events through the date the consolidated financial statements were available to be issued. Management has determined that there are no material events that would require adjustment to, or additional disclosure in, the Company’s consolidated financial statements, other than those disclosed throughout this report and below.

Acquisition

On March 31, 2023, the Company acquired a property in cash from an unaffiliated entity not managed by the Sponsor for a total purchase price of $2.3 million. ExchangeRight earned a 1.0% acquisition fee on this property acquisition totaling $22,000.

Mortgage Loans Payable and Revolving Line of Credit

On February 1, 2023, the Company entered into a mortgage secured by five properties for $38.5 million. The mortgage matures on February 1, 2028, bears interest at a fixed-rate of 6.12% and requires interest only payments.

On February 9, 2023, the Company entered into a mortgage for $26.9 million. The mortgage matures on February 1, 2028, and bears interest at a variable-rate of 1.70% in excess of the Secured Overnight Financing Rate and requires interest only payments. The loan is secured by four properties. Additionally, concurrent with the closing of the mortgage, the Company entered into an interest rate swap agreement which converted the variable-rate mortgage to a fixed-rate mortgage of 5.80% through its maturity.

F-28

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Consolidated Financial Statements

December 31, 2022

The Company repaid a $6.4 million mortgage loan payable by its contractual maturity date of February 1, 2023.

Utilizing the net proceeds from the mortgages entered in February 2023 disclosed above, along with available cash, the Company made repayments totaling $73.3 million under borrowing notes within the Ameris Bank revolving line of credit during 2023. These repayments reduced the outstanding balance under this revolving credit facility to zero.

Common Share Activity

The Company issued 473,949 Class A common shares and 354,732 Class I common shares (excluding the 28,758 OP Units that were exchanged for same number of Class I common shares discussed below) totaling an aggregate $23.8 million in proceeds from January 1, 2023 through the date of issuance of this report.

82,927 Class A common shares totaling $2.1 million and 137,930 Class I common shares totaling $3.6 million were redeemed from January 1, 2023 through the date of issuance of this report. Additionally, 28,758 OP Units were exchanged for the same number of Class I common shares from January 1, 2023 through the date of issuance of this report.

The Company adjusted the offering price of its common shares from January 1, 2023 through the date of issuance of this report as follows:

Offering price
Effective date	Class I		Class A		Class S
April 1, 2023	$	27.71	$	29.46	$	28.72
April 14, 2023	$	27.74	$	29.49	$	28.75

F-29

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Schedule III Real Estate and Accumulated Depreciation

As of December 31, 2022

					Initial cost				Costs capitalized subsequent to acquisition		Gross amount at which carried at December 31, 2022
Tenant	Location	Date of acquisition		Debt (a)	Land		Building and improvements				Land		Building and improvements		Total (b)		Accumulated depreciation (c)
Aaron’s	Hutchinson, KS		2021	(2)	$	239,000	$	1,068,000	$	—	$	239,000	$	1,068,000	$	1,307,000	$	61,000
Advance Auto Parts	Allentown, PA		2019	(6)		727,000		1,238,000		—		727,000		1,238,000		1,965,000		150,000
Advance Auto Parts	Denham Springs, LA		2019	(6)		559,000		1,385,000		—		559,000		1,385,000		1,944,000		166,000
Advance Auto Parts	New Iberia, LA		2019	(6)		85,000		1,420,000		—		85,000		1,420,000		1,505,000		148,000
Advance Auto Parts	Heath, OH		2019	(10)		304,000		783,000		44,000		304,000		827,000		1,131,000		93,000
Advance Auto Parts	Greenville, SC		2019	(10)		206,000		1,317,000		—		206,000		1,317,000		1,523,000		127,000
Advance Auto Parts	Steubenville, OH		2019	(10)		189,000		1,752,000		—		189,000		1,752,000		1,941,000		163,000
Advance Auto Parts	Houston, TX		2020	(11)		516,000		1,419,000		—		516,000		1,419,000		1,935,000		93,000
Advance Auto Parts	Anderson, IN		2021	(2)		264,000		638,000		—		264,000		638,000		902,000		48,000
Advance Auto Parts	Braselton, GA		2021	(3)		583,000		2,090,000		—		583,000		2,090,000		2,673,000		68,000
Advance Auto Parts	Kenosha, WI		2021	(3)		463,000		1,323,000		—		463,000		1,323,000		1,786,000		47,000
Advance Auto Parts	Eau Claire, WI		2021	(12)		352,000		2,234,000		—		352,000		2,234,000		2,586,000		139,000
Advance Auto Parts	Norcross, GA		2021	(13)		648,000		1,566,000		—		648,000		1,566,000		2,214,000		57,000
Advance Auto Parts	Mokena, IL		2021	(13)		788,000		1,426,000		—		788,000		1,426,000		2,214,000		53,000
Advance Auto Parts	San Angelo, TX		2022	(4)		125,000		1,103,000		—		125,000		1,103,000		1,228,000		27,000
Advance Auto Parts	Machesney Park, IL		2022	(5)		577,000		1,427,000		—		577,000		1,427,000		2,004,000		42,000
Advance Auto Parts	Eau Claire, WI		2022	(7)		316,000		1,398,000		—		316,000		1,398,000		1,714,000		14,000
Advance Auto Parts	Mount Joy, PA		2022	(7)		456,000		1,415,000		—		456,000		1,415,000		1,871,000		14,000
Advance Auto Parts	Natrona Heights, PA		2022	(7)		440,000		1,485,000		—		440,000		1,485,000		1,925,000		14,000
Advance Auto Parts	Burleson, TX		2022	(8)		549,000		1,343,000		—		549,000		1,343,000		1,892,000		9,000
Advance Auto Parts	Greensboro, NC		2022	(8)		344,000		810,000		—		344,000		810,000		1,154,000		7,000
Advance Auto Parts	Milwaukee, WI		2022	(8)		373,000		1,466,000		—		373,000		1,466,000		1,839,000		9,000
Advance Auto Parts	Dalton, GA		2022	(9)		534,000		1,282,000		—		534,000		1,282,000		1,816,000		17,000
Advance Auto Parts	New Bern, NC		2022	(9)		275,000		1,011,000		—		275,000		1,011,000		1,286,000		14,000
Advance Auto Parts	Superior, WI		2022	(9)		258,000		1,626,000		—		258,000		1,626,000		1,884,000		20,000
Advance Auto Parts	Normal, IL		2022	(14)		170,000		1,231,000		—		170,000		1,231,000		1,401,000		33,000

F-30

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Schedule III Real Estate and Accumulated Depreciation

As of December 31, 2022

							Initial cost				Costs capitalized subsequent to acquisition		Gross amount at which carried at December 31, 2022
Tenant	Location	Date of acquisition		Debt (a)			Land		Building and improvements				Land		Building and improvements		Total (b)		Accumulated depreciation (c)
Advance Auto Parts	St. Louis, MO		2022		(14)			196,000		778,000		—		196,000		778,000		974,000		26,000
Advance Auto Parts	Zion, IL		2022		(14)			428,000		831,000		—		428,000		831,000		1,259,000		31,000
Advance Auto Parts	Travelers Rest, SC		2022		(15)			284,000		1,012,000		—		284,000		1,012,000		1,296,000		20,000
Advance Auto Parts	Chicago, IL		2022		(16)			378,000		1,703,000		—		378,000		1,703,000		2,081,000		23,000
Advance Auto Parts	Beavercreek, OH		2022		(17)			776,000		1,282,000		—		776,000		1,282,000		2,058,000		17,000
Advance Auto Parts	El Paso, TX		2022		(17)			396,000		1,766,000		—		396,000		1,766,000		2,162,000		21,000
Advance Auto Parts	Gillette, WY		2022		(18)			576,000		1,540,000		—		576,000		1,540,000		2,116,000		16,000
Athletico Physical Therapy	Chicago, IL		2021		(12)			359,000		819,000		—		359,000		819,000		1,178,000		46,000
AutoZone	Garner, NC		2019		(6)			846,000		1,744,000		—		846,000		1,744,000		2,590,000		184,000
AutoZone	Immokalee, Fl		2019		(6	)		510,000		1,837,000		—		510,000		1,837,000		2,347,000		182,000
AutoZone	Carpentersville, IL		2021		(3	)		478,000		950,000		—		478,000		950,000		1,428,000		33,000
AutoZone	Tampa, FL		2022		(4	)		233,000		1,723,000		—		233,000		1,723,000		1,956,000		41,000
AutoZone	Clarksville, TN		2022		(7	)		517,000		1,421,000		—		517,000		1,421,000		1,938,000		13,000
AutoZone	San Antonio, TX		2022		(7	)		223,000		1,126,000		—		223,000		1,126,000		1,349,000		10,000
AutoZone	Spring Hill, TN		2022		(7	)		761,000		1,296,000		—		761,000		1,296,000		2,057,000		12,000
AutoZone	Sumter, SC		2022		(7	)		233,000		632,000		—		233,000		632,000		865,000		8,000
AutoZone	Johnson City, TN		2022		(8	)		258,000		803,000		—		258,000		803,000		1,061,000		6,000
BioLife Plasma Services L.P.	Las Vegas, NV		2020		(20	)		2,544,000		7,960,000		—		2,544,000		7,960,000		10,504,000		465,000
CVS Pharmacy	Indianapolis, IN		2019		(6	)		713,000		3,787,000		—		713,000		3,787,000		4,500,000		362,000
CVS Pharmacy	Gadsden, AL		2020		(11	)		1,123,000		3,703,000		—		1,123,000		3,703,000		4,826,000		249,000
CVS Pharmacy	Bolingbrook, IL		2021		(13	)		511,000		6,173,000		—		511,000		6,173,000		6,684,000		203,000
CVS Pharmacy	Bessemer, AL		2022		(4	)		1,035,000		4,939,000		—		1,035,000		4,939,000		5,974,000		102,000
CVS Pharmacy	Beverly Hills, FL		2022		(5	)		614,000		4,278,000		—		614,000		4,278,000		4,892,000		113,000
CVS Pharmacy	Houston, TX		2022		(7	)		848,000		3,712,000		—		848,000		3,712,000		4,560,000		31,000
CVS Pharmacy	Spartanburg, SC		2022		(8	)		479,000		3,515,000		—		479,000		3,515,000		3,994,000		23,000
CVS Pharmacy	Las Vegas, NV		2022		(9	)		762,000		5,811,000		—		762,000		5,811,000		6,573,000		66,000
CVS Pharmacy	Richmond, IN		2022		(16	)		239,000		2,445,000		—		239,000		2,445,000		2,684,000		38,000
CVS Pharmacy	Rome, GA		2022		(17	)		408,000		2,283,000		—		408,000		2,283,000		2,691,000		29,000

F-31

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Schedule III Real Estate and Accumulated Depreciation

As of December 31, 2022

							Initial cost				Costs capitalized subsequent to acquisition		Gross amount at which carried at December 31, 2022
Tenant	Location	Date of acquisition		Debt (a)			Land		Building and improvements				Land		Building and improvements		Total (b)		Accumulated depreciation (c)
Dollar General	McAdoo, PA		2019		(6	)		236,000		1,304,000		—		236,000		1,304,000		1,540,000		150,000
Dollar General	Vernon, CT		2019		(6	)		592,000		1,118,000		—		592,000		1,118,000		1,710,000		126,000
Dollar General	Hickory, NC		2019		(10	)		298,000		1,320,000		—		298,000		1,320,000		1,618,000		134,000
Dollar General	Gastonia, NC		2019		(10	)		211,000		1,309,000		—		211,000		1,309,000		1,520,000		135,000
Dollar General	Denham Springs, LA		2019		(10	)		240,000		1,523,000		—		240,000		1,523,000		1,763,000		142,000
Dollar General	Hammond, LA		2019		(10	)		304,000		1,372,000		—		304,000		1,372,000		1,676,000		132,000
Dollar General	Alorton, IL		2019		(10	)		159,000		1,204,000		—		159,000		1,204,000		1,363,000		122,000
Dollar General	Dupo, IL		2019		(10	)		161,000		1,132,000		—		161,000		1,132,000		1,293,000		115,000
Dollar General	Hickory, NC		2019		(10	)		339,000		1,420,000		—		339,000		1,420,000		1,759,000		142,000
Dollar General	Cincinnati, OH		2019		(10	)		282,000		1,410,000		—		282,000		1,410,000		1,692,000		143,000
Dollar General	Hamilton, OH		2019		(10	)		340,000		1,647,000		—		340,000		1,647,000		1,987,000		163,000
Dollar General	Waterloo, IA		2019		(19	)		413,000		975,000		—		413,000		975,000		1,388,000		115,000
Dollar General	Pleasant Grove, AL		2019		(19	)		119,000		1,212,000		—		119,000		1,212,000		1,331,000		135,000
Dollar General	Beaumont, TX		2019		(19	)		456,000		1,002,000		—		456,000		1,002,000		1,458,000		116,000
Dollar General	Houston, TX		2020		(20	)		282,000		1,430,000		—		282,000		1,430,000		1,712,000		148,000
Dollar General	Oklahoma City, OK		2020		(20)			340,000		1,073,000		—		340,000		1,073,000		1,413,000		114,000
Dollar General	Chicago, IL		2020		(20)			558,000		1,165,000		15,000		558,000		1,180,000		1,738,000		132,000
Dollar General	Corpus Christi, TX		2020		(1)			363,000		958,000		—		363,000		958,000		1,321,000		77,000
Dollar General	Superior, WI		2020		(11)			418,000		1,117,000		16,000		418,000		1,133,000		1,551,000		86,000
Dollar General	Walbridge, OH		2020		(11)			21,000		1,059,000		—		21,000		1,059,000		1,080,000		81,000
Dollar General	Knoxville, TN		2020		(11)			284,000		1,073,000		—		284,000		1,073,000		1,357,000		82,000
Dollar General	Dothan, AL		2020		(11)			273,000		1,178,000		—		273,000		1,178,000		1,451,000		89,000
Dollar General	Knoxville, TN		2020		(11)			342,000		1,198,000		—		342,000		1,198,000		1,540,000		90,000
Dollar General	Cincinnati, OH		2021		(2)			872,000		753,000		—		872,000		753,000		1,625,000		65,000
Dollar General	Norton Shores, MI		2021		(2)			270,000		852,000		—		270,000		852,000		1,122,000		56,000
Dollar General	Columbus, GA		2021		(3)			375,000		1,130,000		—		375,000		1,130,000		1,505,000		43,000

F-32

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Schedule III Real Estate and Accumulated Depreciation

As of December 31, 2022

					Initial cost				Costs capitalized subsequent to acquisition		Gross amount at which carried at December 31, 2022
Tenant	Location	Date of acquisition		Debt (a)	Land		Building and improvements				Land		Building and improvements		Total (b)		Accumulated depreciation (c)
Dollar General	Elyria, OH		2021	(3)		234,000		1,297,000		—		234,000		1,297,000		1,531,000		48,000
Dollar General	Cleveland, OH		2021	(3)		104,000		1,439,000		—		104,000		1,439,000		1,543,000		49,000
Dollar General	Auburn, AL		2021	(3)		757,000		1,147,000		—		757,000		1,147,000		1,904,000		41,000
Dollar General	Birmingham, AL		2021	(12)		211,000		1,370,000		—		211,000		1,370,000		1,581,000		82,000
Dollar General	Huntsville, TX		2021	(12)		141,000		1,515,000		—		141,000		1,515,000		1,656,000		87,000
Dollar General	Huntsville, TX		2021	(12)		144,000		1,468,000		—		144,000		1,468,000		1,612,000		85,000
Dollar General	Birmingham, AL		2021	(12)		158,000		1,237,000		—		158,000		1,237,000		1,395,000		74,000
Dollar General	Slidell, LA		2021	(12)		469,000		1,919,000		—		469,000		1,919,000		2,388,000		107,000
Dollar General	Rockford, IL		2021	(12)		276,000		1,121,000		—		276,000		1,121,000		1,397,000		67,000
Dollar General	Sugar Creek, MO		2021	(13)		286,000		1,227,000		184,000		286,000		1,411,000		1,697,000		56,000
Dollar General	Baton Rouge, LA		2021	(13)		197,000		1,377,000		—		197,000		1,377,000		1,574,000		51,000
Dollar General	Hammond, LA		2021	(13)		366,000		1,334,000		—		366,000		1,334,000		1,700,000		49,000
Dollar General	St. Amant, LA		2021	(13)		452,000		1,292,000		—		452,000		1,292,000		1,744,000		50,000
Dollar General	Goshen, IN		2021	(13)		169,000		1,286,000		—		169,000		1,286,000		1,455,000		51,000
Dollar General	Gadsden, AL		2021	(13)		312,000		1,652,000		—		312,000		1,652,000		1,964,000		59,000
Dollar General	Cranston, RI		2021	—		143,000		1,751,000		—		143,000		1,751,000		1,894,000		103,000
Dollar General	Birmingham, AL		2022	(4)		475,000		930,000		—		475,000		930,000		1,405,000		30,000
Dollar General	Baton Rouge, LA		2022	(4)		298,000		1,232,000		—		298,000		1,232,000		1,530,000		24,000
Dollar General	Cleveland, OH		2022	(4)		233,000		1,036,000		—		233,000		1,036,000		1,269,000		29,000
Dollar General	Cuyahoga Falls, OH		2022	(4)		377,000		1,059,000		—		377,000		1,059,000		1,436,000		28,000
Dollar General	Gulfport, MS		2022	(4)		209,000		1,338,000		—		209,000		1,338,000		1,547,000		32,000
Dollar General	Lafayette, LA		2022	(4)		353,000		800,000		—		353,000		800,000		1,153,000		21,000
Dollar General	Lakeland, FL		2022	(4)		139,000		1,585,000		—		139,000		1,585,000		1,724,000		36,000
Dollar General	Westwego, LA		2022	(4)		1,166,000		1,460,000		—		1,166,000		1,460,000		2,626,000		38,000
Dollar General	Richmond, VA		2022	(5)		352,000		1,016,000		—		352,000		1,016,000		1,368,000		32,000
Dollar General	Kansas City, MO		2022	(5)		304,000		1,352,000		—		304,000		1,352,000		1,656,000		41,000

F-33

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Schedule III Real Estate and Accumulated Depreciation

As of December 31, 2022

					Initial cost				Costs capitalized subsequent to acquisition		Gross amount at which carried at December 31, 2022
Tenant	Location	Date of acquisition		Debt (a)	Land		Building and improvements				Land		Building and improvements		Total (b)		Accumulated depreciation (c)
Dollar General	Kansas City, MO		2022	(5)		246,000		1,223,000		—		246,000		1,223,000		1,469,000		36,000
Dollar General	Lake City, FL		2022	(5)		435,000		1,227,000		—		435,000		1,227,000		1,662,000		39,000
Dollar General	Ocala, FL		2022	(5)		378,000		1,954,000		—		378,000		1,954,000		2,332,000		53,000
Dollar General	Petersburg, VA		2022	(5)		216,000		1,321,000		—		216,000		1,321,000		1,537,000		40,000
Dollar General	Toledo, OH		2022	(5)		142,000		1,353,000		—		142,000		1,353,000		1,495,000		42,000
Dollar General	Tulsa, OK		2022	(5)		341,000		943,000		—		341,000		943,000		1,284,000		33,000
Dollar General	Boiling Springs, SC		2022	(7)		142,000		1,263,000		—		142,000		1,263,000		1,405,000		13,000
Dollar General	Burlington, NC		2022	(7)		734,000		1,708,000		—		734,000		1,708,000		2,442,000		19,000
Dollar General	Conway, AR		2022	(7)		288,000		1,166,000		—		288,000		1,166,000		1,454,000		12,000
Dollar General	Fort Smith, AR		2022	(7)		143,000		1,167,000		—		143,000		1,167,000		1,310,000		12,000
Dollar General	Marion, OH		2022	(7)		132,000		1,217,000		—		132,000		1,217,000		1,349,000		13,000
Dollar General	Pensacola, FL		2022	(7)		743,000		976,000		—		743,000		976,000		1,719,000		11,000
Dollar General	Pine Bluff, AR		2022	(7)		201,000		1,192,000		—		201,000		1,192,000		1,393,000		13,000
Dollar General	Sheffield Lake, OH		2022	(7)		295,000		1,094,000		—		295,000		1,094,000		1,389,000		12,000
Dollar General	Toledo, OH		2022	(7)		94,000		1,423,000		—		94,000		1,423,000		1,517,000		14,000
Dollar General	Byron, GA		2022	(8)		99,000		1,099,000		—		99,000		1,099,000		1,198,000		8,000
Dollar General	Lubbock, TX		2022	(8)		216,000		1,060,000		—		216,000		1,060,000		1,276,000		8,000
Dollar General	Tallahassee, FL		2022	(8)		244,000		1,510,000		—		244,000		1,510,000		1,754,000		11,000
Dollar General	Valdosta, GA		2022	(8)		321,000		1,504,000		—		321,000		1,504,000		1,825,000		11,000
Dollar General	Alexandria, LA		2022	(8)		131,000		1,117,000		—		131,000		1,117,000		1,248,000		8,000
Dollar General	Gretna, LA		2022	(9)		576,000		1,389,000		—		576,000		1,389,000		1,965,000		18,000
Dollar General	Douglasville, GA		2022	(9)		150,000		1,449,000		—		150,000		1,449,000		1,599,000		20,000
Dollar General	Mobile, AL		2022	(9)		257,000		1,088,000		—		257,000		1,088,000		1,345,000		13,000
Dollar General	Sumter, SC		2022	(9)		216,000		1,041,000		—		216,000		1,041,000		1,257,000		15,000
Dollar General	Shreveport, LA		2022	(9)		324,000		1,116,000		—		324,000		1,116,000		1,440,000		15,000
Dollar General	Evansville, IN		2022	(14)		97,000		1,356,000		—		97,000		1,356,000		1,453,000		36,000

F-34

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Schedule III Real Estate and Accumulated Depreciation

As of December 31, 2022

					Initial cost				Costs capitalized subsequent to acquisition		Gross amount at which carried at December 31, 2022
Tenant	Location	Date of acquisition		Debt (a)	Land		Building and improvements				Land		Building and improvements		Total (b)		Accumulated depreciation (c)
Dollar General	Tampa, FL		2022	(14)		512,000		1,765,000		—		512,000		1,765,000		2,277,000		48,000
Dollar General	Butler, PA		2022	(14)		338,000		1,418,000		—		338,000		1,418,000		1,756,000		39,000
Dollar General	Washington, PA		2022	(14)		608,000		1,587,000		—		608,000		1,587,000		2,195,000		43,000
Dollar General	Leesport, PA		2022	(14)		399,000		1,117,000		—		399,000		1,117,000		1,516,000		32,000
Dollar General	Baton Rouge, LA		2022	(14)		229,000		1,178,000		—		229,000		1,178,000		1,407,000		31,000
Dollar General	Jermyn, PA		2022	(14)		142,000		1,490,000		—		142,000		1,490,000		1,632,000		40,000
Dollar General	Columbia, SC		2022	(15)		194,000		1,292,000		—		194,000		1,292,000		1,486,000		25,000
Dollar General	Denham Springs, LA		2022	(15)		143,000		1,466,000		—		143,000		1,466,000		1,609,000		25,000
Dollar General	Zanesville, OH		2022	(15)		178,000		1,349,000		—		178,000		1,349,000		1,527,000		25,000
Dollar General	Norton, OH		2022	(15)		187,000		1,365,000		—		187,000		1,365,000		1,552,000		26,000
Dollar General	Belleville, IL		2022	(15)		226,000		1,175,000		—		226,000		1,175,000		1,401,000		23,000
Dollar General	Aiken, SC		2022	(15)		176,000		1,183,000		—		176,000		1,183,000		1,359,000		22,000
Dollar General	Walker, LA		2022	(15)		175,000		1,988,000		—		175,000		1,988,000		2,163,000		34,000
Dollar General	Baton Rouge, LA		2022	(16)		114,000		1,677,000		—		114,000		1,677,000		1,791,000		23,000
Dollar General	Altoona, PA		2022	(16)		203,000		1,402,000		—		203,000		1,402,000		1,605,000		21,000
Dollar General	Elizabeth, PA		2022	(16)		345,000		1,448,000		—		345,000		1,448,000		1,793,000		25,000
Dollar General	Fayetteville, NC		2022	(16)		189,000		1,200,000		—		189,000		1,200,000		1,389,000		19,000
Dollar General	Panama City, FL		2022	(16)		575,000		1,477,000		—		575,000		1,477,000		2,052,000		23,000
Dollar General	Odessa, TX		2022	(16)		104,000		1,316,000		—		104,000		1,316,000		1,420,000		20,000
Dollar General	Fairborn, OH		2022	(17)		315,000		1,492,000		—		315,000		1,492,000		1,807,000		19,000
Dollar General	San Angelo, TX		2022	(17)		515,000		898,000		—		515,000		898,000		1,413,000		12,000
Dollar General	Xenia, OH		2022	(17)		457,000		1,826,000		—		457,000		1,826,000		2,283,000		24,000
Dollar General	Trotwood, OH		2022	(17)		46,000		1,444,000		—		46,000		1,444,000		1,490,000		19,000
Dollar General	Rosenberg, TX		2022	(17)		115,000		1,415,000		—		115,000		1,415,000		1,530,000		18,000
Dollar General	Mableton, GA		2022	(17)		210,000		1,442,000		—		210,000		1,442,000		1,652,000		19,000
Dollar General	Nashville, TN		2022	(17)		810,000		1,182,000		—		810,000		1,182,000		1,992,000		18,000

F-35

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Schedule III Real Estate and Accumulated Depreciation

As of December 31, 2022

					Initial cost				Costs capitalized subsequent to acquisition		Gross amount at which carried at December 31, 2022
Tenant	Location	Date of acquisition		Debt (a)	Land		Building and improvements				Land		Building and improvements		Total (b)		Accumulated depreciation (c)
Dollar General	Johnson City, TN		2022	(17)		241,000		1,253,000		—		241,000		1,253,000		1,494,000		17,000
Dollar General	Lakeland, FL		2022	(17)		481,000		1,544,000		—		481,000		1,544,000		2,025,000		20,000
Dollar General	Mandeville, LA		2022	(18)		296,000		1,307,000		—		296,000		1,307,000		1,603,000		13,000
Dollar General	Warren, OH		2022	(18)		154,000		1,204,000		—		154,000		1,204,000		1,358,000		13,000
Dollar General	Amherst, OH		2022	(18)		205,000		1,329,000		—		205,000		1,329,000		1,534,000		14,000
Dollar General	Harvey, LA		2022	(18)		918,000		1,876,000		—		918,000		1,876,000		2,794,000		19,000
Dollar General	Louisville, OH		2022	(18)		214,000		1,283,000		—		214,000		1,283,000		1,497,000		14,000
Dollar General	Reynoldsburg, OH		2022	(18)		193,000		1,307,000		—		193,000		1,307,000		1,500,000		14,000
Dollar Tree	Mission, TX		2020	(1)		377,000		1,175,000		—		377,000		1,175,000		1,552,000		84,000
Dollar Tree	Fort Wayne, IN		2020	(20)		199,000		1,108,000		—		199,000		1,108,000		1,307,000		87,000
Dollar Tree	Shreveport, LA		2021	(2)		372,000		841,000		—		372,000		841,000		1,213,000		60,000
Dollar Tree	Amarillo, TX		2021	(3)		367,000		1,157,000		—		367,000		1,157,000		1,524,000		39,000
Dollar Tree	Palm Harbor, FL		2021	(3)		553,000		1,249,000		15,000		553,000		1,264,000		1,817,000		45,000
Dollar Tree	Summit, IL		2021	(3)		195,000		780,000		—		195,000		780,000		975,000		37,000
Dollar Tree	Brook Park, OH		2021	—		215,000		483,000		—		215,000		483,000		698,000		51,000
Dollar Tree	Davenport, IA		2022	(4)		168,000		1,123,000		—		168,000		1,123,000		1,291,000		28,000
Dollar Tree	Jacksonville, FL		2022	(8)		472,000		1,017,000		—		472,000		1,017,000		1,489,000		8,000
Family Dollar	Terrytown, LA		2019	(6)		539,000		1,258,000		—		539,000		1,258,000		1,797,000		133,000
Family Dollar	Baton Rouge, LA		2019	(10)		410,000		1,232,000		—		410,000		1,232,000		1,642,000		122,000
Family Dollar	San Antonio, TX		2019	(19)		496,000		898,000		—		496,000		898,000		1,394,000		99,000
Family Dollar	Memphis, TN		2020	(20)		579,000		890,000		20,000		579,000		910,000		1,489,000		108,000
Family Dollar	Beaumont, TX		2020	(20)		226,000		856,000		91,000		226,000		947,000		1,173,000		128,000
Family Dollar	Columbus, OH		2020	(20)		518,000		1,040,000		—		518,000		1,040,000		1,558,000		111,000
Family Dollar	Commerce City, CO		2020	(20)		671,000		773,000		—		671,000		773,000		1,444,000		91,000
Family Dollar	Greenville, SC		2020	(1)		367,000		971,000		—		367,000		971,000		1,338,000		73,000
Family Dollar	Abilene, TX		2020	(1)		195,000		1,173,000		—		195,000		1,173,000		1,368,000		85,000
Family Dollar	Laredo, TX		2020	(1)		264,000		1,434,000		—		264,000		1,434,000		1,698,000		104,000
Family Dollar	Phoenix, AZ		2020	(1)		349,000		1,384,000		—		349,000		1,384,000		1,733,000		101,000
Family Dollar	Edinburg, TX		2020	(1)		93,000		1,268,000		—		93,000		1,268,000		1,361,000		89,000

F-36

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Schedule III Real Estate and Accumulated Depreciation

As of December 31, 2022

					Initial cost				Costs capitalized subsequent to acquisition		Gross amount at which carried at December 31, 2022
Tenant	Location	Date of acquisition		Debt (a)	Land		Building and improvements				Land		Building and improvements		Total (b)		Accumulated depreciation (c)
Family Dollar	Columbia, SC		2020	(1)		747,000		789,000		—		747,000		789,000		1,536,000		65,000
Family Dollar	Plainville, CT		2020	(11)		482,000		1,454,000		—		482,000		1,454,000		1,936,000		110,000
Family Dollar	Lafayette, LA		2020	(11)		337,000		1,121,000		—		337,000		1,121,000		1,458,000		81,000
Family Dollar	Scott, LA		2020	(11)		282,000		1,032,000		—		282,000		1,032,000		1,314,000		77,000
Family Dollar	Lafayette, LA		2020	(11)		408,000		984,000		—		408,000		984,000		1,392,000		74,000
Family Dollar	Houston, TX		2021	(2)		317,000		1,262,000		—		317,000		1,262,000		1,579,000		71,000
Family Dollar	Phoenix, AZ		2021	(2)		525,000		1,387,000		26,000		525,000		1,413,000		1,938,000		80,000
Family Dollar	Everman, TX		2021	(2)		404,000		920,000		—		404,000		920,000		1,324,000		63,000
Family Dollar	Roanoke, VA		2021	(2)		236,000		1,454,000		—		236,000		1,454,000		1,690,000		80,000
Family Dollar	Lima, OH		2021	(2)		269,000		1,032,000		—		269,000		1,032,000		1,301,000		70,000
Family Dollar	Alsip, IL		2021	(2)		537,000		1,283,000		54,000		537,000		1,337,000		1,874,000		86,000
Family Dollar	Birmingham, AL		2021	(3)		332,000		1,348,000		—		332,000		1,348,000		1,680,000		48,000
Family Dollar	Dallas, TX		2021	(3)		116,000		766,000		—		116,000		766,000		882,000		37,000
Family Dollar	Baton Rouge, LA		2021	(13)		168,000		1,033,000		—		168,000		1,033,000		1,201,000		40,000
Family Dollar	Cleveland, OH		2022	(4)		233,000		1,260,000		—		233,000		1,260,000		1,493,000		30,000
Family Dollar	Oklahoma City, OK		2022	(4)		484,000		1,181,000		—		484,000		1,181,000		1,665,000		29,000
Family Dollar	Cleveland, OH		2022	(4)		292,000		1,291,000		—		292,000		1,291,000		1,583,000		31,000
Family Dollar	Bethany, OK		2022	(5)		207,000		1,469,000		—		207,000		1,469,000		1,676,000		40,000
Family Dollar	Cleveland, OH		2022	(5)		285,000		1,229,000		—		285,000		1,229,000		1,514,000		35,000
Family Dollar	Danville, VA		2022	(5)		228,000		1,583,000		—		228,000		1,583,000		1,811,000		45,000
Family Dollar	Raleigh, NC		2022	(5)		548,000		1,035,000		—		548,000		1,035,000		1,583,000		35,000
Family Dollar	Chalmette, LA		2022	(8)		326,000		930,000		—		326,000		930,000		1,256,000		7,000
Family Dollar	Myrtle Beach, SC		2022	(8)		417,000		1,065,000		—		417,000		1,065,000		1,482,000		7,000
Family Dollar	Ruston, LA		2022	(8)		384,000		1,525,000		—		384,000		1,525,000		1,909,000		11,000
Family Dollar	West Monroe, LA		2022	(8)		367,000		1,461,000		—		367,000		1,461,000		1,828,000		10,000
Family Dollar	Shreveport, LA		2022	(9)		389,000		1,437,000		—		389,000		1,437,000		1,826,000		18,000

F-37

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Schedule III Real Estate and Accumulated Depreciation

As of December 31, 2022

					Initial cost				Costs capitalized subsequent to acquisition		Gross amount at which carried at December 31, 2022
Tenant	Location	Date of acquisition		Debt (a)	Land		Building and improvements				Land		Building and improvements		Total (b)		Accumulated depreciation (c)
Family Dollar	Cocoa, FL		2022	(9)		501,000		1,440,000		—		501,000		1,440,000		1,941,000		19,000
Family Dollar	Baton Rouge, LA		2022	(14)		101,000		1,134,000		—		101,000		1,134,000		1,235,000		30,000
Five Below	Sevierville, TN		2021	—		—		1,619,000		—		—		1,619,000		1,619,000		54,000
Food Lion	Greenwood, SC		2021	—		671,000		4,538,000		—		671,000		4,538,000		5,209,000		188,000
Franciscan Alliance, Inc.	Indianapolis, IN		2019	(6)		136,000		2,575,000		—		136,000		2,575,000		2,711,000		235,000
Fresenius Medical Care	Nashville, TN		2019	(10)		399,000		4,585,000		—		399,000		4,585,000		4,984,000		394,000
Fresenius Medical Care	Sumter, SC		2021	(12)		273,000		4,879,000		—		273,000		4,879,000		5,152,000		256,000
Fresenius Medical Care	El Paso, TX		2021	(12)		404,000		4,476,000		—		404,000		4,476,000		4,880,000		222,000
Fresenius Medical Care	St. Louis, MO		2021	(13)		501,000		3,798,000		—		501,000		3,798,000		4,299,000		125,000
Fresenius Medical Care	Bethlehem, PA		2022	(16)		492,000		3,400,000		—		492,000		3,400,000		3,892,000		47,000
Fresenius Medical Care	Chicago, IL		2022	(17)		582,000		5,399,000		—		582,000		5,399,000		5,981,000		57,000
Fresenius Medical Care	Lithonia, GA		2022	(17)		465,000		1,900,000		—		465,000		1,900,000		2,365,000		24,000
Fresenius Medical Care	Hammond, IN		2022	(18)		187,000		2,486,000		—		187,000		2,486,000		2,673,000		23,000
Fresenius Medical Care	Belpre, OH		2022	(18)		440,000		4,338,000		—		440,000		4,338,000		4,778,000		38,000
Fresenius Medical Care	Chicago, IL		2022	(18)		746,000		3,680,000		—		746,000		3,680,000		4,426,000		32,000
Giant Eagle	Brook Park, OH		2021	—		1,823,000		10,413,000		—		1,823,000		10,413,000		12,236,000		617,000
Goodwill	Skokie, IL		2021	(13)		2,763,000		3,765,000		—		2,763,000		3,765,000		6,528,000		146,000
Goodwill	Grafton, WI		2022	(15)		1,000,000		2,602,000		—		1,000,000		2,602,000		3,602,000		52,000
Hobby Lobby	Franklin, WI		2020	(11)		1,217,000		4,813,000		—		1,217,000		4,813,000		6,030,000		410,000
Hobby Lobby	Greenville, NC		2020	(20)		2,166,000		5,619,000		—		2,166,000		5,619,000		7,785,000		376,000
Hobby Lobby	Brunswick, GA		2021	(13)		1,185,000		6,902,000		—		1,185,000		6,902,000		8,087,000		251,000
Hobby Lobby	Statesville, NC		2022	(7)		1,731,000		5,285,000		—		1,731,000		5,285,000		7,016,000		55,000

F-38

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Schedule III Real Estate and Accumulated Depreciation

As of December 31, 2022

					Initial cost				Costs capitalized subsequent to acquisition		Gross amount at which carried at December 31, 2022
Tenant	Location	Date of acquisition		Debt (a)	Land		Building and improvements				Land		Building and improvements		Total (b)		Accumulated depreciation (c)
Hobby Lobby	Lawrenceville, GA		2022	(9)		1,588,000		5,995,000		—		1,588,000		5,995,000		7,583,000		78,000
Hobby Lobby	Mansfield, TX		2022	(14)		1,134,000		6,930,000		—		1,134,000		6,930,000		8,064,000		171,000
Hobby Lobby	Fort Wayne, IN		2022	(16)		2,038,000		4,176,000		197,000		2,038,000		4,373,000		6,411,000		91,000
Hobby Lobby	Warner Robins, GA		2022	(17)		2,526,000		4,872,000		—		2,526,000		4,872,000		7,398,000		64,000
Hobby Lobby	Birmingham, AL		2022	(18)		1,337,000		5,893,000		—		1,337,000		5,893,000		7,230,000		60,000
HomeGoods	Sevierville, TN		2021	—		—		3,228,000		—		—		3,228,000		3,228,000		96,000
Hy-Vee	Shakopee, MN		2019	(19)		5,842,000		16,278,000		—		5,842,000		16,278,000		22,120,000		1,670,000
Indianapolis Osteopathic Hospital, Inc	Indianapolis, IN		2021	(13)		846,000		4,442,000		—		846,000		4,442,000		5,288,000		171,000
Kroger	Hamilton, OH		2019	(10)		1,819,000		11,247,000		—		1,819,000		11,247,000		13,066,000		1,076,000
Kroger	Fort Wayne, IN		2020	(20)		1,000,000		6,723,000		—		1,000,000		6,723,000		7,723,000		512,000
Kroger	Farmington, MI		2020	(20)		1,276,000		8,114,000		—		1,276,000		8,114,000		9,390,000		575,000
Kroger	West Bend, WI		2022	(15)		2,273,000		15,811,000		—		2,273,000		15,811,000		18,084,000		255,000
MedSpring	Dallas, TX		2021	(12)		687,000		2,468,000		—		687,000		2,468,000		3,155,000		124,000
Napa Auto Parts	Belvidere, IL		2019	(10)		277,000		1,036,000		—		277,000		1,036,000		1,313,000		107,000
Napa Auto Parts	Freeport, IL		2019	(10)		107,000		1,258,000		—		107,000		1,258,000		1,365,000		132,000
Napa Auto Parts	Madison, WI		2020	(11)		349,000		1,440,000		—		349,000		1,440,000		1,789,000		100,000
Napa Auto Parts	Iowa City, IA		2021	(12)		770,000		1,030,000		—		770,000		1,030,000		1,800,000		70,000
Napa Auto Parts	Orange Park, FL		2022	(5)		443,000		1,242,000		—		443,000		1,242,000		1,685,000		36,000
Napa Auto Parts	Kenosha, WI		2022	(7)		175,000		1,344,000		—		175,000		1,344,000		1,519,000		16,000
Napa Auto Parts	Racine, WI		2022	(7)		188,000		1,340,000		—		188,000		1,340,000		1,528,000		14,000
Napa Auto Parts	Beloit, WI		2022	(8)		47,000		1,147,000		—		47,000		1,147,000		1,194,000		8,000
Napa Auto Parts	Janesville, WI		2022	(8)		187,000		1,286,000		—		187,000		1,286,000		1,473,000		10,000
Napa Auto Parts	Bloomington, IL		2022	(9)		353,000		1,371,000		—		353,000		1,371,000		1,724,000		17,000
Napa Auto Parts	Morton, IL		2022	(9)		237,000		1,434,000		—		237,000		1,434,000		1,671,000		20,000
Napa Auto Parts	Decatur, IL		2022	(9)		158,000		1,012,000		—		158,000		1,012,000		1,170,000		14,000
Napa Auto Parts	Sun Prairie, WI		2022	(15)		232,000		565,000		—		232,000		565,000		797,000		12,000

F-39

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Schedule III Real Estate and Accumulated Depreciation

As of December 31, 2022

					Initial cost				Costs capitalized subsequent to acquisition		Gross amount at which carried at December 31, 2022
Tenant	Location	Date of acquisition		Debt (a)	Land		Building and improvements				Land		Building and improvements		Total (b)		Accumulated depreciation (c)
Napa Auto Parts	Jerome, IL		2022	(16)		341,000		2,058,000		—		341,000		2,058,000		2,399,000		31,000
Napa Auto Parts	Rockford, IL		2022	(17)		1,029,000		1,521,000		—		1,029,000		1,521,000		2,550,000		28,000
Napa Auto Parts	Woodstock, IL		2022	(17)		288,000		1,274,000		—		288,000		1,274,000		1,562,000		18,000
Napa Auto Parts	McHenry, IL		2022	(18)		225,000		1,278,000		—		225,000		1,278,000		1,503,000		15,000
Napa Auto Parts	Crystal Lake, IL		2022	(18)		126,000		1,446,000		—		126,000		1,446,000		1,572,000		14,000
Old National Bank	Palos Heights, IL		2021	—		840,000		7,050,000		—		840,000		7,050,000		7,890,000		305,000
Old National Bank	Blue Island, IL		2021	—		734,000		5,837,000		—		734,000		5,837,000		6,571,000		266,000
O’Reilly	South Holland, IL		2021	(12)		219,000		1,320,000		—		219,000		1,320,000		1,539,000		81,000
O’Reilly	St. Augustine, FL		2022	(5)		399,000		1,276,000		—		399,000		1,276,000		1,675,000		35,000
O’Reilly	Avon, OH		2022	(7)		699,000		836,000		—		699,000		836,000		1,535,000		10,000
O’Reilly	Chattanooga, TN		2022	(8)		237,000		896,000		—		237,000		896,000		1,133,000		7,000
O’Reilly	Slidell, LA		2022	(8)		349,000		804,000		—		349,000		804,000		1,153,000		6,000
O’Reilly	Knoxville, TN		2022	(18)		566,000		1,098,000		—		566,000		1,098,000		1,664,000		11,000
PNC Bank, N.A.	Jacksonville, NC		2022	(8)		745,000		3,453,000		—		745,000		3,453,000		4,198,000		21,000
Publix	Birmingham, AL		2021	—		2,565,000		12,189,000		—		2,565,000		12,189,000		14,754,000		629,000
Publix	Sevierville, TN		2021	—		—		11,126,000		—		—		11,126,000		11,126,000		361,000
Ross Stores	Ceres, CA		2019	(6)		505,000		4,922,000		—		505,000		4,922,000		5,427,000		507,000
Sherwin Williams	Arlington, TX		2020	(11)		485,000		655,000		—		485,000		655,000		1,140,000		53,000
Sherwin Williams	Naples, FL		2020	(11)		440,000		389,000		—		440,000		389,000		829,000		33,000
Sherwin Williams	Sherman, TX		2020	(11)		140,000		943,000		16,000		140,000		959,000		1,099,000		76,000
Sherwin Williams	Shreveport, LA		2020	(11)		192,000		870,000		—		192,000		870,000		1,062,000		64,000
Sherwin Williams	Lima, OH		2021	(3)		139,000		905,000		—		139,000		905,000		1,044,000		29,000
Sherwin Williams	Winston-Salem, NC		2022	(9)		611,000		1,359,000		—		611,000		1,359,000		1,970,000		16,000
Sherwin Williams	Peoria, IL		2022	(14)		399,000		1,397,000		—		399,000		1,397,000		1,796,000		35,000
Stop & Shop	Andover, MA		2021	—		3,351,000		48,303,000		—		3,351,000		48,303,000		51,654,000		1,808,000
TCF National Bank	Kenosha, WI		2022	(7)		376,000		1,512,000		—		376,000		1,512,000		1,888,000		15,000
The Christ Hospital	Cincinnati, OH		2021	(3)		224,000		2,055,000		—		224,000		2,055,000		2,279,000		67,000
Tractor Supply	Denham Springs, LA		2022	(4)		652,000		3,204,000		—		652,000		3,204,000		3,856,000		74,000

F-40

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Schedule III Real Estate and Accumulated Depreciation

As of December 31, 2022

					Initial cost				Costs capitalized subsequent to acquisition		Gross amount at which carried at December 31, 2022
Tenant	Location	Date of acquisition		Debt (a)	Land		Building and improvements				Land		Building and improvements		Total (b)		Accumulated depreciation (c)
Tractor Supply	Johnson City, TN		2022	(8)		705,000		2,290,000		—		705,000		2,290,000		2,995,000		17,000
Tractor Supply	West Haven, UT		2022	(8)		515,000		4,152,000		—		515,000		4,152,000		4,667,000		29,000
Tractor Supply	Kuna, ID		2022	(14)		722,000		3,896,000		—		722,000		3,896,000		4,618,000		102,000
Tractor Supply	Royse City, TX		2022	(14)		1,238,000		4,173,000		—		1,238,000		4,173,000		5,411,000		102,000
Tractor Supply	Conway, SC		2022	(15)		996,000		4,256,000		—		996,000		4,256,000		5,252,000		76,000
Tractor Supply	Staunton, VA		2022	(15)		564,000		4,889,000		—		564,000		4,889,000		5,453,000		82,000
Tractor Supply	Collinsville, OK		2022	(16)		893,000		3,021,000		—		893,000		3,021,000		3,914,000		47,000
Tractor Supply	Meraux, LA		2022	(16)		820,000		3,037,000		—		820,000		3,037,000		3,857,000		47,000
Tractor Supply	Chesapeake, VA		2022	(18)		1,063,000		3,765,000		—		1,063,000		3,765,000		4,828,000		34,000
Tractor Supply	Scott, LA		2022	(18)		762,000		3,097,000		—		762,000		3,097,000		3,859,000		31,000
Tractor Supply	Hollywood, MD		2022	(18)		515,000		4,563,000		—		515,000		4,563,000		5,078,000		41,000
Tractor Supply	Harrisburg, PA		2019	(6)		371,000		4,526,000		—		371,000		4,526,000		4,897,000		451,000
Tractor Supply	North Windham, CT		2019	(6)		677,000		4,628,000		—		677,000		4,628,000		5,305,000		451,000
Tractor Supply	Woods Cross, UT		2019	(10)		482,000		4,521,000		—		482,000		4,521,000		5,003,000		421,000
Tractor Supply	Chillicothe, OH		2020	(11)		598,000		2,509,000		25,000		598,000		2,534,000		3,132,000		208,000
Tractor Supply	Laplace, LA		2021	(12)		644,000		3,599,000		—		644,000		3,599,000		4,243,000		207,000
Truist Bank	Atco, NJ		2021	—		184,000		1,191,000		—		184,000		1,191,000		1,375,000		64,000
Vacant	Reynoldsburg, OH		2020	(1)		276,000		877,000		40,000		276,000		917,000		1,193,000		86,000
Verizon Wireless	Columbia, SC		2022	(15)		2,093,000		2,968,000		—		2,093,000		2,968,000		5,061,000		50,000
Verizon Wireless	Gastonia, NC		2022	(17)		272,000		3,195,000		—		272,000		3,195,000		3,467,000		35,000
Walgreens	Lawrenceville, GA		2022	(9)		1,844,000		4,615,000		—		1,844,000		4,615,000		6,459,000		52,000
Walgreens	Baytown, TX		2022	(14)		814,000		3,039,000		—		814,000		3,039,000		3,853,000		74,000
Walgreens	St. Louis, MO		2022	(14)		1,950,000		5,005,000		—		1,950,000		5,005,000		6,955,000		120,000
Walgreens	North Ridgeville, OH		2022	(14)		407,000		5,545,000		—		407,000		5,545,000		5,952,000		132,000
Walgreens	Hammond, IN		2022	(14)		1,311,000		3,366,000		—		1,311,000		3,366,000		4,677,000		89,000
Walgreens	Blacklick, OH		2022	(15)		2,141,000		2,652,000		—		2,141,000		2,652,000		4,793,000		48,000
Walgreens	Waukesha, WI		2022	(15)		1,342,000		4,990,000		13,000		1,342,000		5,003,000		6,345,000		85,000
Walgreens	League City, TX		2022	(16)		1,392,000		3,768,000		—		1,392,000		3,768,000		5,160,000		52,000
Walgreens	Chicago, IL		2022	(16)		1,478,000		4,104,000		—		1,478,000		4,104,000		5,582,000		56,000

F-41

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Schedule III Real Estate and Accumulated Depreciation

As of December 31, 2022

					Initial cost				Costs capitalized subsequent to acquisition		Gross amount at which carried at December 31, 2022
Tenant	Location	Date of acquisition		Debt (a)	Land		Building and improvements				Land		Building and improvements		Total (b)		Accumulated depreciation (c)
Walgreens	Chicago, IL		2022	(16)		1,107,000		5,724,000		—		1,107,000		5,724,000		6,831,000		74,000
Walgreens	Ocala, FL		2022	(16)		1,600,000		2,038,000		—		1,600,000		2,038,000		3,638,000		33,000
Walgreens	Gainesville, FL		2022	(17)		1,968,000		3,408,000		—		1,968,000		3,408,000		5,376,000		40,000
Walgreens	Houston, TX		2022	(17)		1,106,000		3,719,000		—		1,106,000		3,719,000		4,825,000		42,000
Walgreens	Franklin, TN		2022	(17)		1,903,000		2,849,000		—		1,903,000		2,849,000		4,752,000		36,000
Walgreens	Yorktown, VA		2022	(18)		2,940,000		3,254,000		—		2,940,000		3,254,000		6,194,000		31,000
Walgreens	Huber Heights, OH		2022	(18)		1,143,000		1,205,000		—		1,143,000		1,205,000		2,348,000		18,000
Walgreens	Valrico, FL		2022	(18)		1,941,000		2,167,000		—		1,941,000		2,167,000		4,108,000		23,000
Walgreens	Fort Worth, TX		2019	(10)		735,000		5,836,000		—		735,000		5,836,000		6,571,000		498,000
Walgreens	Geismar, LA		2019	(19)		1,224,000		4,112,000		—		1,224,000		4,112,000		5,336,000		399,000
Walgreens	Dolton, IL		2019	(19)		963,000		2,795,000		—		963,000		2,795,000		3,758,000		304,000
Walgreens	Grafton, WI		2019	(19)		1,196,000		4,448,000		—		1,196,000		4,448,000		5,644,000		436,000
Walgreens	Pleasant Prairie, WI		2019	(19)		1,319,000		3,735,000		—		1,319,000		3,735,000		5,054,000		375,000
Walgreens	Fairfield, OH		2020	(11)		483,000		6,232,000		—		483,000		6,232,000		6,715,000		386,000
Walgreens	Panama City, FL		2020	(11)		1,882,000		3,992,000		—		1,882,000		3,992,000		5,874,000		263,000
Walgreens	Chicago, IL		2021	(12)		1,894,000		5,423,000		—		1,894,000		5,423,000		7,317,000		289,000
Walgreens	Montgomery, AL		2021	(12)		294,000		5,387,000		—		294,000		5,387,000		5,681,000		283,000
Walgreens	Naperville, IL		2021	(12)		1,564,000		4,474,000		—		1,564,000		4,474,000		6,038,000		250,000
Walgreens	Arlington, TX		2021	(13)		1,110,000		3,666,000		—		1,110,000		3,666,000		4,776,000		121,000
Walgreens	Independence, MO		2021	(13)		798,000		4,816,000		107,000		798,000		4,923,000		5,721,000		170,000
Walgreens	Kingston, PA		2021	—		353,000		5,877,000		—		353,000		5,877,000		6,230,000		297,000
Walmart Neighborhood Market	Huntsville, AL		2020	(20)		1,901,000		10,502,000		—		1,901,000		10,502,000		12,403,000		650,000
Total Portfolio					$	195,295,000	$	827,591,000	$	863,000	$	195,295,000	$	828,454,000	$	1,023,749,000	$	34,663,000

F-42

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Schedule III Real Estate and Accumulated Depreciation

As of December 31, 2022

(a) Properties are collateralized with fixed-rate CMBS debt as follows:

	Amount
(1)	$	6,369,000
(2)		7,823,000
(3)		11,019,000
(4)		18,008,000
(5)		16,902,000
(6)		21,550,000
(7)		25,519,000
(8)		24,420,000
(9)		25,012,000
(10)		24,850,000
(11)		24,485,000
(12)		28,110,000
(13)		31,200,000
(14)		32,722,000
(15)		36,860,000
(16)		33,441,000
(17)		35,840,000
(18)		37,795,000
(19)		30,231,000
(20)		37,564,000
	$	509,720,000

(b) At December 31, 2022, the aggregate cost of real estate for federal income tax purposes was $931.7 million (unaudited).

(c) The life on which depreciation in the latest statement of operations and comprehensive income was calculated was between 5 and 39 years.

The changes in real estate and accumulated depreciation for the years ended December 31, 2022 and 2021, respectively, are as follows:

	Years ended December 31,
	2022			2021
Cost
Balance - beginning of year	$	532,511,000		$	258,988,000
Property acquisitions		490,683,000			273,289,000
Improvements		555,000			234,000
Balance - end of year	$	1,023,749,000		$	532,511,000
Accumulated depreciation
Balance - beginning of year	$	(14,681,000	)	$	(4,954,000	)
Depreciation expense		(19,982,000	)		(9,727,000	)
Balance - end of year	$	(34,663,000	)	$	(14,681,000	)
Net book value - end of year	$	989,086,000		$	517,830,000

F-43

Independent Auditors’ Report

To the Trustee and Shareholders of

ExchangeRight Income Fund

Opinion

We have audited the accompanying combined statement of revenues and certain expenses of the portfolio of 186 properties (the 2022 Acquired Portfolios), which are under common management, for the year ended December 31, 2021, and the related notes (the financial statement).

In our opinion, the accompanying financial statement presents fairly, in all material respects, the combined revenues and certain expenses described in Note 2 of the financial statement for the year ended December 31, 2021, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Statement section of our report. We are required to be independent of the 2022 Acquired Portfolios and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis of Accounting

We draw attention to Note 2 to the financial statement, which describes that the accompanying financial statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, specifically, presenting the historical revenues and certain expenses of the 2022 Acquired Portfolios, and are not intended to be a complete presentation of the 2022 Acquired Portfolios’ revenues and expenses. As a result, the financial statement may not be suitable for another purpose. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statement

Management is responsible for the preparation and fair presentation of the financial statement in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statement that is free from material misstatement, whether due to fraud or error.

Auditors’ Responsibilities for the Audit of the Financial Statement

Our objectives are to obtain reasonable assurance about whether the financial statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statement.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.

F-44

• Identify and assess the risks of material misstatement of the financial statement, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 2022 Acquired Portfolios’ internal control. Accordingly, no such opinion is expressed.

• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statement.

• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the 2022 Acquired Portfolios’ ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings and certain internal control-related matters that we identified during the audit.

BAKER TILLY US, LLP

/S/ BAKER TILLY US, LLP

Irvine, California

April 25, 2023

F-45

2022 Acquired Portfolios

Combined Statements of Revenues and Certain Expenses

	For the Nine Months Ended September 30, 2022		For the Year Ended December 31, 2021
	(unaudited)
REVENUES
Rental revenue	$	26,485,000	$	35,030,000
Other		41,000		52,000
Total revenues		26,526,000		35,082,000
CERTAIN EXPENSES
Property operating expenses		3,187,000		4,126,000
Management fees to affiliates		552,000		714,000
Total certain expenses		3,739,000		4,840,000
Revenue in excess of certain expenses	$	22,787,000	$	30,242,000

See accompanying Notes to Combined Statements of Revenues and Certain Expenses

F-46

2022 Acquired Portfolios

Notes to Combined Statements of Revenues and Certain Expenses

For the Nine Months Ended September 30, 2022 (Unaudited) and

For the Year Ended December 31, 2021

Note 1 – Organization and Nature of Business

The accompanying Combined Statements of Revenues and Certain Expenses include the results of operations of 186 properties that were acquired during the year ended December 31, 2022 by ExchangeRight Income Fund (the “Company”), through its majority owned subsidiary ExchangeRight Income Fund Operating Partnership, LP, via 10 merger agreements with 1031-exchangeable Delaware Statutory Trusts (“DSTs”) and their respective third-party owned master lessees (collectively the “2022 Acquired Portfolios”). The DSTs were previously managed and sponsored by a wholly owned subsidiary of ExchangeRight Real Estate, LLC (the “Sponsor”), a California limited liability company, which also is the sole owner of the Trustee of the Company. Prior to the DSTs being acquired by the Company, the DSTs operated under master leasing arrangements as a master lessor of the various portfolio properties. At the time of each DST acquisition, the Company also acquired each of the respective master lessee entities, which transferred the rights, title, and interest of the related master lessee entities. The results of operations of the 2022 Acquired Portfolios have been combined for purposes of these Combined Statements of Revenues and Certain Expenses, as each of the properties within the portfolios were under common management by the Sponsor prior to their acquisition. The Company acquired these 186 properties for an aggregate purchase price of $539.7 million on various dates during the year ended December 31, 2022. The 186 properties are located in 24 states and are occupied by 18 different national, primarily investment-grade, necessity-based retail tenants and are additionally diversified by industry, geographic region, and lease term.

Note 2 – Basis of Presentation

The accompanying Combined Statements of Revenues and Certain Expenses for the 2022 Acquired Portfolios has been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and with the provisions of SEC Rule 3-14 of Regulation S-X, which require certain information with respect to real estate operations to be included with certain filings with the SEC. The accompanying Combined Statements of Revenues and Certain Expenses include the historical revenues and certain expenses for the nine months ended September 30, 2022 and for the year ended December 31, 2021 of the 2022 Acquired Portfolios for the 186 properties acquired by the Company during the year ended December 31, 2022. The accompanying Combined Statements of Revenues and Certain Expenses for the 2022 Acquired Portfolios are exclusive of items which may not be comparable to the proposed future operations of the 2022 Acquired Portfolios subsequent to their acquisitions by the Company. Material amounts that would not be directly attributable to future operating results of the 2022 Acquired Portfolios are excluded, and the Combined Statements of Revenues and Certain Expenses are not intended to be a complete presentation of the 2022 Acquired Portfolios revenues and expenses. Items excluded consist primarily of depreciation and amortization, amortization of above- and below-market leases, interest, and other administrative costs.

The Combined Statements of Revenues and Certain Expenses for the nine months ended September 30, 2022 (unaudited) and for the year ended December 31, 2021 reflect all adjustments, consisting of only normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results. The results of operations for the unaudited interim period presented are not necessarily indicative of the full year results of operations.

Note 3 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of the Combined Statements of Revenues and Certain Expenses in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and certain expenses. Actual results could differ from those estimates.

F-47

2022 Acquired Portfolios

Notes to Combined Statements of Revenues and Certain Expenses

For the Nine Months Ended September 30, 2022 (Unaudited) and

For the Year Ended December 31, 2021

Revenue Recognition

Rental revenue is recognized on a straight-line basis over the terms of the lease agreements when collectability is reasonably assured. The Company records property operating expense reimbursements due from tenants for common area maintenance, real estate taxes, and other recoverable costs in the period the related expenses are incurred.

All lease-related income is reported as a single line item, rental revenue, in the Combined Statements of Revenues and Certain Expenses. Rental revenue for the nine months ended September 30, 2022 and for the year ended December 31, 2021 is comprised of the following:

	September 30, 2022		December 31, 2021
	(unaudited)
Base rents	$	23,160,000	$	30,530,000
Tenant reimbursables		2,941,000		3,806,000
Straight-line rent adjustments		384,000		694,000
Total	$	26,485,000	$	35,030,000

Property Operating Expenses

Property operating expense represents the direct expenses of operating the properties and consist primarily of repairs and maintenance, real estate taxes, insurance, utilities and other operating expenses that are expected to continue in the proposed future operations of the properties.

Note 4 – Minimum Future Lease Rentals

Annual aggregate future contractual base rents due to be received under non-cancelable operating leases in effect at December 31, 2021 are as follows:

2022	$	30,653,000
2023		30,892,000
2024		29,645,000
2025		28,781,000
2026		27,082,000
Thereafter		90,186,000
Total	$	237,239,000

F-48

2022 Acquired Portfolios

Notes to Combined Statements of Revenues and Certain Expenses

For the Nine Months Ended September 30, 2022 (Unaudited) and

For the Year Ended December 31, 2021

Annual aggregate future contractual base rents due to be received under non-cancelable operating leases in effect at September 30, 2022 are as follows (unaudited):

Remainder of 2022	$	7,493,000
2023		30,892,000
2024		29,645,000
2025		28,781,000
2026		27,082,000
Thereafter		90,186,000
Total	$	214,079,000

Note 5 – Tenant Concentrations

As of September 30, 2022, the 2022 Acquired Portfolios are occupied by 18 different national, primarily investment-grade, necessity-based retail tenants, and are additionally diversified by industry, geographic region and lease term. The following tenants contributed more than 10% of base rents during the nine months ended September 30, 2022 and for the year ended December 31, 2021:

	September 30, 2022			December 31, 2021
	(unaudited)
Dollar General		23.3	%		23.4	%
Walgreens		17.5	%		17.7	%
Tractor Supply		10.9	%		10.8	%

Note 6 – Affiliated Party Transactions

The 2022 Acquired Portfolios were managed by ExchangeRight Real Estate, LLC, which is the Company’s sponsor, together with its subsidiaries. Property management and asset management fees to ExchangeRight Real Estate, LLC, together with its subsidiaries, were $0.6 million and $0.7 million, for the nine months ended September 30, 2022 and year ended December 31, 2021, respectively and were included in management fees to affiliates in the Combined Statements of Revenues and Certain Expenses.

Note 7 – Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. There is no material litigation nor to management’s knowledge is any material litigation currently threatened against the properties other than routine litigation, claims and administrative proceedings arising in the ordinary course of business.

Note 8—Subsequent Events

The Company has evaluated subsequent events through the date on which the Combined Statements of Revenues and Certain Expenses has been issued and has determined that there have not been any events that have occurred that would require adjustments to, or disclosure in, these combined financial statements.

F-49

Independent Auditors’ Report

To the Trustee and Shareholders of

ExchangeRight Income Fund

Opinion

We have audited the accompanying combined statement of revenues and certain expenses of the portfolio of 478 properties (the Identified Portfolios), which are under common management, for the year ended December 31, 2022, and the related notes (the financial statement).

In our opinion, the accompanying financial statement presents fairly, in all material respects, the combined revenues and certain expenses described in Note 2 of the financial statement for the year ended December 31, 2022, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Statement section of our report. We are required to be independent of the Identified Portfolios and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis of Accounting

We draw attention to Note 2 to the financial statement, which describes that the accompanying financial statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, specifically, presenting the historical revenues and certain expenses of the Identified Portfolios, and are not intended to be a complete presentation of the Identified Portfolios’ revenues and expenses. As a result, the financial statement may not be suitable for another purpose. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statement

Management is responsible for the preparation and fair presentation of the financial statement in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statement that is free from material misstatement, whether due to fraud or error.

Auditors’ Responsibilities for the Audit of the Financial Statement

Our objectives are to obtain reasonable assurance about whether the financial statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statement.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.

F-50

• Identify and assess the risks of material misstatement of the financial statement, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Identified Portfolios’ internal control. Accordingly, no such opinion is expressed.

• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statement.

• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Identified Portfolios’ ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings and certain internal control-related matters that we identified during the audit.

BAKER TILLY US, LLP

/S/ BAKER TILLY US, LLP

Irvine, California

April 25, 2023

F-51

Identified Portfolios

Combined Statement of Revenues and Certain Expenses

For the Year Ended December 31, 2022

REVENUES
Rental revenue	$	142,771,000
Other		76,000
Total revenues		142,847,000
CERTAIN EXPENSES
Property operating expenses		13,031,000
Management fees to affiliates		3,713,000
Total certain expenses		16,744,000
Revenue in excess of certain expenses	$	126,103,000

See accompanying Notes to Combined Statement of Revenues and Certain Expenses

F-52

Identified Portfolios

Notes to Combined Statement of Revenues and Certain Expenses

For the Year Ended December 31, 2022

Note 1 – Organization and Nature of Business

The accompanying Combined Statement of Revenues and Certain Expenses includes the results of operations of 478 properties that are probable to be acquired subsequent to the year ended December 31, 2022 by ExchangeRight Income Fund (the “Company”), through its majority owned subsidiary ExchangeRight Income Fund Operating Partnership, LP, via 27 merger agreements with 1031-exchangeable Delaware Statutory Trusts (“DSTs”) and their respective third-party owned master lessees (collectively the “Identified Portfolios”). The DSTs are currently managed and sponsored by a wholly owned subsidiary of ExchangeRight Real Estate, LLC (the “Sponsor”), a California limited liability company, which also is the sole owner of the Trustee of the Company. Prior to the DSTs being acquired by the Company, the DSTs are currently operating under master leasing arrangements as a master lessor of the various portfolio properties. At the time of each DST acquisition, the Company will also acquire each of the respective master lessee entities, which will transfer the rights, title, and interest of the related master lessee entities. The results of operations of the Identified Portfolios have been combined for purposes of this Combined Statement of Revenues and Certain Expenses, as each of the properties within the portfolios are under common management by the Sponsor prior to their acquisition. The Company plans to acquire these 478 properties for an aggregate purchase price of $2.4 billion. The 478 properties are located in 37 states and are occupied by 34 different national, primarily investment-grade, necessity-based retail tenants and are additionally diversified by industry, geographic region, and lease term.

Note 2 – Basis of Presentation

The accompanying Combined Statement of Revenues and Certain Expenses for the Identified Portfolios has been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and with the provisions of SEC Rule 3-14 of Regulation S-X, which require certain information with respect to real estate operations to be included with certain filings with the SEC. The accompanying Combined Statement of Revenues and Certain Expenses includes the historical revenues and certain expenses for the year ended December 31, 2022 of the Identified Portfolios for the 478 properties to be acquired by the Company subsequent to the year ended December 31, 2022. The accompanying Combined Statement of Revenues and Certain Expenses for the Identified Portfolios is exclusive of items which may not be comparable to the proposed future operations of the Identified Portfolios subsequent to their acquisitions by the Company. Material amounts that would not be directly attributable to future operating results of the Identified Portfolios are excluded, and the Combined Statement of Revenues and Certain Expenses is not intended to be a complete presentation of the Identified Portfolios revenues and expenses. Items excluded consist primarily of depreciation and amortization, amortization of above- and below-market leases, interest, and other administrative costs.

The Combined Statement of Revenues and Certain Expenses for the year ended December 31, 2022 reflects all adjustments, consisting of only normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results. The results of operations for the unaudited interim period presented are not necessarily indicative of the full year results of operations.

Note 3 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of the Combined Statements of Revenues and Certain Expenses in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and certain expenses. Actual results could differ from those estimates.

F-53

Identified Portfolios

Notes to Combined Statement of Revenues and Certain Expenses

For the Year Ended December 31, 2022

Revenue Recognition

Rental revenue is recognized on a straight-line basis over the terms of the lease agreements when collectability is reasonably assured. The Company records property operating expense reimbursements due from tenants for common area maintenance, real estate taxes, and other recoverable costs in the period the related expenses are incurred.

All lease-related income is reported as a single line item, rental revenue, in the Combined Statement of Revenues and Certain Expenses. Rental revenue for the year ended December 31, 2022 is comprised of the following:

Base rents	$	128,031,000
Tenant reimbursables		11,751,000
Straight-line rent adjustments		2,989,000
Total	$	142,771,000

Property Operating Expenses

Property operating expense represents the direct expenses of operating the properties and consist primarily of repairs and maintenance, real estate taxes, insurance, utilities and other operating expenses that are expected to continue in the proposed future operations of the properties.

Note 4 – Minimum Future Lease Rentals

Annual aggregate future contractual base rents due to be received under non-cancelable operating leases in effect at December 31, 2022 are as follows:

2023	$	128,441,000
2024		129,266,000
2025		130,335,000
2026		130,812,000
2027		128,737,000
Thereafter		572,659,000
Total	$	1,220,250,000

Note 5 – Tenant Concentrations

As of December 31, 2022, the Identified Portfolios are occupied by 34 different national, primarily investment-grade, necessity-based retail tenants, and is additionally diversified by industry, geographic region and lease term. The following tenants contributed more than 10% of base rents during 2022:

Walgreens	26.4	%
Dollar General	11.5	%
Tractor Supply	10.7	%

F-54

Identified Portfolios

Notes to Combined Statement of Revenues and Certain Expenses

For the Year Ended December 31, 2022

Note 6 – Affiliated Party Transactions

The Identified Portfolios were managed by ExchangeRight Real Estate, LLC, which is the Company’s sponsor, together with its subsidiaries, for the year ended December 31, 2022. Property management and asset management fees to ExchangeRight Real Estate, LLC, together with its subsidiaries, were $3.7 million for the year ended December 31, 2022 and were included in management fees to affiliates in the Combined Statement of Revenues and Certain Expenses.

Note 7 – Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. There is no material litigation nor to management’s knowledge is any material litigation currently threatened against the properties other than routine litigation, claims and administrative proceedings arising in the ordinary course of business.

Note 8 - Subsequent Events

The Company has evaluated subsequent events through the date on which the Combined Statements of Revenues and Certain Expenses has been issued and has determined that there have not been any events that have occurred that would require adjustments to, or disclosure in, these combined financial statements.

F-55

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Introduction to Unaudited Pro Forma Condensed Financial Information

ExchangeRight Income Fund, doing business as ExchangeRight Essential Income REIT, a Maryland statutory trust (the “Company”), which is a self-administered real estate company focusing on investing in single-tenant, primarily investment-grade net-leased real estate, is filing a registration statement on Form 10 (the “Registration Statement”), of which this unaudited pro forma condensed consolidated financial information is a part, to register its Class A Common Shares, Class I Common Shares and Class S Common Shares, (together the “Common Shares”), pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). As a result of the registration of the Company’s Common Shares pursuant to the Exchange Act, following the effectiveness of this Registration Statement, the Company will be subject to the requirements of the Exchange Act and the rules promulgated thereunder. The Company is the sole general partner and a limited partner of ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”).

During the year ended December 31, 2022, the Company, through the Operating Partnership, acquired 186 properties via 10 merger agreements (the “2022 Acquired Portfolios”) with 1031-exchangeable Delaware Statutory Trusts (“DSTs”) that were previously managed by ExchangeRight Real Estate, LLC, a California limited liability company which is the Company’s sponsor, together with its subsidiaries (“ExchangeRight”). At the time of each acquisition, ExchangeRight, as the sole member of the related master lessee entities, also assigned all the rights, title, and interest of these master lessee entities for each of the 2022 Acquired Portfolios to the Operating Partnership. The Company acquired these 186 properties for a total aggregate purchase price of $539.7 million on various dates during the year ended December 31, 2022. The 186 properties are located in 24 states and are occupied by 18 different national, primarily investment-grade, necessity-based retail tenants.

As of December 31, 2022, the Company has identified 478 properties (the “Identified Portfolios”) that are probable to be acquired subsequent to the year ended December 31, 2022 by the Company, through the Operating Partnership, via 27 merger agreements with 1031-exchangeable DSTs that are currently managed by ExchangeRight. At the time of each acquisition, ExchangeRight, as the sole member of the related master lessee entities, also will assign all the rights, title, and interest of these master lessee entities for each of the Identified Portfolios to the Operating Partnership. The estimated aggregate purchase price for these 478 properties totals $2.4 billion. The 478 properties are located in 37 states and are currently occupied by 34 different national, primarily investment-grade, necessity-based retail tenants.

The following unaudited pro forma condensed consolidated balance sheet as of December 31, 2022 (and related footnotes) is presented as if the acquisitions of the Identified Portfolios occurred on December 31, 2022. The acquisitions of the 2022 Acquired Portfolios were completed prior to the balance sheet date and are already reflected in the Company’s historical audited consolidated balance sheet as of December 31, 2022 for purposes of this presentation. The following unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2022 (and related footnotes) is presented as if the acquisition of the 2022 Acquired Portfolios and Identified Portfolios occurred on January 1, 2022. Accordingly, the unaudited pro form condensed consolidated statement of operations for the year ended December 31, 2022 includes adjustments for the full-year historical operating results for all of the 2022 Acquired Portfolios and the to-be-acquired Identified Portfolios.

These unaudited pro forma condensed consolidated financial statements and footnotes should be read in conjunction with (i) the historical audited consolidated financial statements of the Company as of and for the year ended December 31, 2022 and the notes thereto, included in Item 15 of this Registration Statement, (ii) the historical unaudited Combined Statements of Revenues and Certain Expenses of the 2022 Acquired Portfolios for the nine months ended September 30, 2022 and the historical audited Combined Statements of Revenues and Certain Expense of the 2022 Acquired Portfolios for the year ended December 31, 2021 and the notes thereto

F-56

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Introduction to Unaudited Pro Forma Condensed Financial Information

which has been prepared for the purpose of complying with the provisions of Securities and Exchange Commission (“SEC”) Rule 3-14 of Regulation S-X, included in Item 15 of this Registration Statement and (iii) the historical audited Combined Statement of Revenues and Certain Expenses of the Identified Portfolios for the year ended December 31, 2022 and the notes thereto, which has been prepared for the purpose of complying with the provisions of SEC Rule 3-14 of Regulation S-X, included in Item 15 of this Registration Statement.

These unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth in the accompanying notes. In the opinion of the Company’s management, all adjustments necessary to reflect the effects of these acquisitions have been included and are based upon events that are (i) directly attributable to the transactions referred to above, (ii) factually supportable and (iii) with respect to the pro form consolidated statement of operations, expected to have a continuing impact on the Company. These unaudited pro forma condensed consolidated financial statements and footnotes are not necessarily indicative of the Company’s expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in property level operating expenses and revenues, including rental revenue expected to be received from the 2022 Acquired Portfolios and Identified Portfolios existing leases or leases that may be entered into the future, capital structure (including the percentage of DST investors that exchange their interests in the respective DST for units of limited partnership interest in the Operating Partnership (“OP Units”), additional property acquisitions, changes in interest rates and other reasons.

The presentation of the pro forma condensed consolidated balance sheet reflects the assumption that the Company raised the necessary $1.2 billion of equity capital ($2.4 billion purchase price of the Identified Portfolios less the assumption of $1.2 billion of mortgage loans payable) to acquire the Identified Portfolios on December 31, 2022. Based on historical results regarding the Company’s actual acquisitions of 1031-exchangeable DSTs that were previously managed by ExchangeRight and current economic conditions, the Company assumed that 60% of the sales proceeds that would be allocable to DST investors of the Identified Portfolios would be reinvested via a tax-deferred Code Section 721 exchange into the Operating Partnership. These Code Section 721 exchanges into the Operating Partnership would result in $696.7 million of OP Units being issued in connection with the acquisition of the Identified Portfolios, which would reduce the amount of cash equity that would need to be raised to complete the acquisition of the Identified Portfolios. Further, the Company assumed the allocation of the remaining required equity capital needed to acquire the Identified Portfolios on December 31, 2022 would be consistent with the historical capital raise allocation between the Company’s Class A Common Shares and Class I Common Shares. The Company further notes that, without the additional equity from these sources, it may not be able to acquire any of the Identified Portfolios. Actual future results are likely to be different from the amounts presented in these unaudited pro forma condensed consolidated financial statements and such differences could be significant.

F-57

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Pro Forma Condensed Consolidated Balance Sheet

As of December 31, 2022

(unaudited)

	As Reported (a)			Acquisition of Identified Portfolios (b)			Pro forma
ASSETS
Real estate:
Land	$	195,295,000		$	390,093,000	(c)	$	585,388,000
Buildings and improvements		828,454,000			1,659,823,000	(c)		2,488,277,000
		1,023,749,000			2,049,916,000			3,073,665,000
Less accumulated depreciation		(34,663,000	)		—			(34,663,000	)
Real estate, net		989,086,000			2,049,916,000			3,039,002,000
Intangible assets, net		76,387,000			203,177,000	(c)		279,564,000
RSLCA notes receivable from affiliates		26,723,000			—			26,723,000
Cash and cash equivalents		22,439,000			—			22,439,000
Restricted cash		14,206,000			32,050,000	(d)		46,256,000
Receivables		7,187,000			—			7,187,000
Notes receivable from affiliates		6,007,000			—			6,007,000
Right-of-use asset		4,609,000			—			4,609,000
Other assets		1,712,000			—			1,712,000
Due from affiliates		54,000			—			54,000
TOTAL ASSETS	$	1,148,410,000		$	2,285,143,000		$	3,433,553,000
LIABILITIES AND EQUITY
Mortgage loans payable	$	497,067,000		$	1,064,322,000	(c) (e)	$	1,561,389,000
Revolving credit facilities		73,311,000			—			73,311,000
Intangible liabilities, net		25,337,000			27,542,000	(c)		52,879,000
Accounts payable, accrued expenses and other liabilities		9,214,000			—			9,214,000
Pending trade deposits		6,446,000			—			6,446,000
Right-of-use liability		4,772,000			—			4,772,000
Distributions payable		3,189,000			—			3,189,000
Total liabilities		619,336,000			1,091,864,000			1,711,200,000
Commitments and contingencies		—						—
Equity:								—
Class A common shares, $0.01 par value per share		93,000			123,000	(f)		216,000
Class I common shares, $0.01 par value per share		52,000			63,000	(f)		115,000
Class S common shares, $0.01 par value per share		—			—			—
Additional paid-in capital		371,459,000			520,567,000	(f)		892,026,000
Cumulative distributions in excess of net income		(30,761,000	)		—			(30,761,000	)
Total shareholders’ equity		340,843,000			520,753,000			861,596,000
Noncontrolling interests attributable to operating partnership		188,231,000			672,526,000	(f)		860,757,000
Total equity		529,074,000			1,193,279,000			1,722,353,000
TOTAL LIABILITIES AND EQUITY	$	1,148,410,000		$	2,285,143,000		$	3,433,553,000

The accompanying notes are an integral part of this unaudited pro forma condensed consolidated financial statement.

F-58

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

ProForma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2022

(unaudited)

	As Reported (a)			Removal of 2022 Acquired Portfolios Included in Historical Financials (b)			As Adjusted			Acquisition of 2022 Acquired Portfolios (c)			Acquisition of Identified Portfolios (d)			Pro forma
Revenues
Rental revenue	$	57,376,000		$	(17,420,000	)	$	39,956,000		$	36,056,000		$	146,284,000		$	222,296,000
Interest income on notes receivable from affiliates		9,006,000			—			9,006,000			—			—			9,006,000
Other		85,000			(10,000	)		75,000			56,000			76,000			207,000
Total revenues		66,467,000			(17,430,000	)		49,037,000			36,112,000			146,360,000			231,509,000
Operating Expenses
Property operating expenses		7,369,000			(2,030,000	)		5,339,000			4,250,000			13,031,000			22,620,000
Management fees to affiliates		2,082,000			(1,715,000	)		367,000			1,285,000			5,592,000			7,244,000
General and administrative expenses		997,000			(24,000	)		973,000			—			—			973,000
Depreciation and amortization		30,483,000			(9,874,000	)		20,609,000			19,130,000			74,724,000			114,463,000
Total operating expenses		40,931,000			(13,643,000	)		27,288,000			24,665,000			93,347,000			145,300,000
Income from Operations		25,536,000			(3,787,000	)		21,749,000			11,447,000			53,013,000			86,209,000
Other (Expenses)
Interest expense		(20,614,000	)		6,908,000			(13,706,000	)		(12,576,000	) (e)		(52,554,000	) (f)		(78,836,000	)
Total other expenses		(20,614,000	)		6,908,000			(13,706,000	)		(12,576,000	)		(52,554,000	)		(78,836,000	)
Net income		4,922,000			3,121,000			8,043,000			(1,129,000	)		459,000			7,373,000
Net (income) attributable to noncontrolling interests		(1,361,000	)														(3,676,000	) (g)
Net income attributable to common shareholders	$	3,561,000														$	3,697,000
Net income per common share attributable to common shareholders, basic and diluted	$	0.28														$	0.11
Weighted average number of common shares outstanding, basic and diluted		12,908,540															35,204,920	(h)

The accompanying notes are an integral part of this unaudited pro forma condensed consolidated financial statement.

F-59

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Pro Forma Condensed Consolidated Financial Statements

For the Year Ended December 31, 2022

(unaudited)

Adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet

(a) Includes the Company’s historical audited consolidated balance sheet as of December 31, 2022.

(b) Includes the adjustments necessary to reflect the balance sheet for the Identified Portfolios as if these acquisitions occurred on December 31, 2022.

(c) Reflects the allocation of the purchase price of each asset acquisition to tangible and identifiable intangible assets or liabilities based on their fair values as if the acquisitions of the Identified Portfolios occurred on December 31, 2022.

(d) Reflects the assumption of restricted cash related to the assumption of mortgage loans payable of the Identified Portfolios as if the assumption of the mortgage loans payable occurred concurrently with the acquisitions of the Identified Portfolios on December 31, 2022.

(e) Reflects $1.2 billion of mortgage loans payable being assumed at the loans fair value in connection with the acquisitions of the Identified Portfolios.

(f) Reflects the assumption that the Company raised the necessary $1.2 billion of equity capital ($2.4 billion purchase price of the Identified Portfolios plus the assumption of restricted cash of $32.0 million less the assumption of $1.2 billion of mortgage loans payable) to acquire the Identified Portfolios on December 31, 2022. Based on historical results regarding the Company’s actual acquisitions of 1031-exchangeable DSTs that were previously managed by ExchangeRight and current economic conditions, the Company assumed that 60% of the sales proceeds that would be allocable to DST investors of the Identified Portfolios would be reinvested via a tax-deferred Code Section 721 exchange into the Operating Partnership. These Code Section 721 exchanges into the Operating Partnership would result in $696.7 million of OP Units being issued at $28.18 per OP Unit in connection with the acquisition of the Identified Portfolios, which would reduce the amount of cash equity that would need to be raised to complete the acquisition of the Identified Portfolios. Further, the Company assumed the allocation of the remaining required equity capital needed to acquire the Identified Portfolios on December 31, 2022 would be consistent with the historical capital raise allocation between the Company’s Class A Common Shares and Class I Common Shares. The Company utilized the actual December 31, 2022 offering prices of $29.96 per Class A Common Share and $28.18 per Class I Common share in relation to the equity capital raise disclosed above.

Adjustments to the Unaudited Pro Forma Condensed Consolidated Statement of Operations

(a) Includes the Company’s historical audited consolidated statement of operations for the year ended December 31, 2022.

(b) Includes the adjustments necessary to remove the property operations for the 2022 Acquired Portfolios that are included in the Company’s historical audited consolidated statement of operations for the year ended December 31, 2022.

(c) Includes the adjustments necessary to reflect the property operations for the 2022 Acquired Portfolios as if these acquisitions occurred on January 1, 2022.

F-60

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Notes to Pro Forma Condensed Consolidated Financial Statements

For the Year Ended December 31, 2022

(unaudited)

(d) Includes the adjustments necessary to reflect the property operations for the Identified Portfolios as if these acquisitions occurred on January 1, 2022.

(e) Reflects interest expense incurred for the year ended December 31, 2022 related to mortgage loans payable assumed in connection with the acquisitions of the 2022 Acquired Portfolios as if these acquisitions occurred on January 1, 2022. The contractual interest rates on the mortgage loans payable assumed in connection with the acquisition of the 2022 Acquired Portfolios range from 3.98% to 4.71%, with a weighted average interest rate of 4.21%. These mortgage loan payables would have been able to be assumed with limited lender costs and had weighted average interest rates that were more favorable than the weighted average market interest rate of 4.35% utilized as if acquisitions of the 2022 Acquired Portfolios occurred on January 1, 2022.

(f) Reflects interest expense incurred for the year ended December 31, 2022 related to mortgage loans payable assumed in connection with the acquisitions of the Identified Portfolios as if these acquisitions occurred on January 1, 2022. The contractual interest rates on the mortgage loans payable assumed in connection with the acquisition of the 2022 Acquired Portfolios and Identified Portfolios range from 2.90% to 4.63%, with a weighted average interest rate of 3.84%. These mortgage loan payables are anticipated to be able to be assumed with limited lender costs and had weighted average interest rates that were more favorable than the weighted average market interest rate of 4.35% utilized as if acquisitions of the Identified Portfolios occurred on January 1, 2022.

(g) Reflects an adjustment to noncontrolling interest for the increase in weighted average OP Units outstanding as a result of the pro forma acquisitions of the 2022 Acquired Portfolios and Identified Portfolios as if these acquisitions occurred on January 1, 2022. The additional noncontrolling interests will be created as part of the merger agreements with the relevant DSTs for the acquisitions of the Identified Portfolios that were previously managed by ExchangeRight on behalf of investors and recognized at fair value as of January 1, 2022 (the assumed date of the transactions).

(h) Reflects the assumption that the Company raised the necessary $1.4 billion of equity capital ($2.9 billion aggregate purchase price of the 2022 Acquired Portfolios and Identified Portfolios, less the assumption of $1.5 billion of mortgage loans payable) to acquire the 2022 Acquired Portfolios and Identified Portfolios on January 1, 2022. Based on historical results regarding the Company’s actual acquisitions of 1031-exchangeable DSTs that were previously managed by ExchangeRight and current economic conditions, the Company assumed that 60% of the sales proceeds that would be allocable to DST investors of the Identified Portfolios would be reinvested via a tax-deferred Code Section 721 exchange into the Operating Partnership. These Code Section 721 exchanges into the Operating Partnership would result in $696.7 million of OP Units being issued at $26.09 per OP Unit in connection with the acquisition of the Identified Portfolios, which would reduce the amount of cash equity that would need to be raised to complete the acquisition of the Identified Portfolios. Further, the Company assumed the allocation of the remaining required equity capital of $488.8 million needed to acquire the Identified Portfolios on January 1, 2022 would be consistent with the historical capital raise allocation between the Company’s Class A Common Shares and Class I Common Shares. Additionally, the Company utilized the $141.7 million of 721 exchanges into the Operating Partnership in connection with the acquisitions of the 2022 Acquired Portfolios, which was consistent with actual results. The remaining $117.2 million of required equity capital needed to acquire the 2022 Acquired Portfolios on January 1, 2022 would be consistent with the historical capital raise allocation between the Company’s Class A Common Shares and Class I Common Shares. The Company utilized the actual January 1, 2022 offering prices of $27.74 per Class A Common Share and $26.09 per Class I Common share in relation to the equity capital raise disclosed above.

F-61

EX-3.1

EXHIBIT 3.1

EXCHANGERIGHT INCOME FUND

CERTIFICATE OF TRUST

THIS IS TO CERTIFY THAT:

FIRST: The undersigned trustee does hereby form a statutory trust pursuant to the laws of the State of Maryland.

SECOND: The name of the statutory trust (the “Trust”) is:

ExchangeRight Income Fund

THIRD: The address of the Trust’s principal office in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, MD 21202.

FOURTH: The name and business address of the Trust’s resident agent are CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, MD 21202.

FIFTH: Pursuant to Section 12-501(d) of the Maryland Statutory Trust Act, the assets of each series or class of beneficial interest in the Trust are subject to limitations on liability as set forth in the governing instrument of the Trust.

SIXTH: The undersigned, being the sole trustee of the Trust, acknowledges under the penalties of perjury, that to the best of its knowledge and belief, the facts stated herein are true.

IN WITNESS WHEREOF, the undersigned trustee has signed this Certificate of Trust this 8^th day of January, 2019.

ExchangeRight Income Fund Trustee, LLC, a Delaware limited liability company
By:	/S/ DAVID FISHER
Name:	David Fisher
Title:	Manager

EX-3.2

EXHIBIT 3.2

EXECUTION VERSION

EXCHANGERIGHT INCOME FUND

AMENDED AND RESTATED DECLARATION OF TRUST

April 4, 2022

This AMENDED AND RESTATED DECLARATION OF TRUST is made effective as of the date set forth above by the undersigned trustee of the Trust (the “Trust”), in order to amend and restate the Declaration of Trust in the manner set forth herein.

ARTICLE I

FORMATION; CERTIFICATE OF TRUST

The Trust is a statutory trust within the meaning of the Maryland Statutory Trust Act, as amended from time to time (the “Act”). The Trust shall not be deemed to be a general partnership, limited partnership, joint venture, joint stock company or a corporation, but nothing herein shall preclude the Trust from being treated for tax purposes as a partnership, association, corporation or real estate investment trust or being disregarded for tax purposes as an entity separate from its owners under the Internal Revenue Code of 1986, as amended from time to time (the “Code”). The Trust intends to elect to be treated as a REIT, as of its first taxable year, for federal, and applicable state and local, income tax purposes, and has the right to change such election at any time subject to any restrictions set forth in this Declaration of Trust (as defined below). The undersigned trustee has formed the Trust by filing a Certificate of Trust with the State Department of Assessments and Taxation of Maryland (as amended, restated or corrected from time to time, the “Certificate”). The governing instrument of the Trust, as that term is defined in the Act, shall be this Declaration of Trust, as it may hereafter be amended or restated (the “Declaration of Trust”), together with any bylaws adopted in accordance herewith for the regulation and management of the affairs of the Trust (the “Bylaws”).

ARTICLE II

NAME

The name of the Trust is “ExchangeRight Income Fund”. The Trustee (as defined below) may cause the Trust to use any other designation or name for the Trust.

ARTICLE III

PURPOSES AND POWERS

Section 3.1 Purposes. The purposes for which the Trust is formed are to engage in any lawful act or activity for which a statutory trust may be formed under the general laws of the State of Maryland as now or hereafter in force, including, without limitation or obligation, engaging in business as a real estate investment trust within the meaning of Sections 856-859 of the Code (a “REIT”).

Section 3.2 Powers. The Trust shall have all of the powers granted to a statutory trust by the Act and all other powers that are not inconsistent with law and are appropriate to promote and attain the purposes of the Trust set forth in the Declaration of Trust.

ARTICLE IV

RESIDENT AGENT; PRINCIPAL OFFICE

The name and address of the resident agent of the Trust in the State of Maryland are CSC – Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202, or such other name and address as may be determined by the Trustee or any officer of the Trust. The resident agent is a Maryland corporation. The address of the Trust’s principal office in the State of Maryland is c/o CSC – Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202, or such other place as may be determined by the Trustee or any officer of the Trust. The Trust may have such offices or places of business within or outside the State of Maryland as the Trustee may from time to time determine.

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meanings:

ARTICLE V DEFINITIONS

As used in the Declaration of Trust, the following terms shall have the following

“Aggregate Share Ownership Limit” means 9.8 percent (in value) of the aggregate of the outstanding Shares, or such other percentage determined by the Trustee in accordance with Section 8.1.8.

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“Beneficial Ownership” means ownership of Shares by a Person, whether the interest in Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “Beneficial Owner,” “Beneficially Owns,” “Beneficially Own” and “Beneficially Owned” shall have the correlative meanings.

“Benefit Plan Investor” means any holder of Shares that is (a) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA; (b) a plan as defined in and is subject to Section 4975(e) of the Code (any such employee benefit plan or “plan” described in clause (a) or this clause (b) being referred to herein as a “Plan”); (c) an entity whose underlying assets include (or are deemed to include under ERISA or Section 4975(e) of the Code) assets of a Plan by reason of such Plan’s investment in such entity; or (d) any other entity that otherwise constitutes a benefit plan investor for purposes of the plan asset regulations.

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“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in Iowa are authorized or required by law, regulation or executive order to close.

“Charitable Beneficiary” means one or more beneficiaries of the Charitable Trust as determined pursuant to Section 8.2.7.

“Charitable Trust” means any trust provided for in Section 8.2.1.

“Charitable Trustee” means the Person unaffiliated with the Trust and any Prohibited Owner that is appointed by the Trust to serve as trustee of the Charitable Trust.

“Class A Conversion Rate” means a fraction, the numerator of which is the net asset value of the Trust allocable to the Class A Common Shares determined as described in the Class A PPM, divided by the number of outstanding Class A Common Shares, and the denominator of which is the net asset value of the Trust allocable to the Class I Common Shares determined as described in the Class A PPM, divided by the number of outstanding Class I Common Shares immediately prior to the Conversion Event.

“Class A PPM” means that certain Confidential Private Placement Memorandum of the Trust, dated April 4, 2022, with respect to Class A Common Shares, in such form (including any amendments or supplements thereto) as approved by or at the direction of the Trustee.

“Class S Conversion Rate” means a fraction, the numerator of which is the net asset value of the Trust allocable to the Class S Common Shares determined as described in the Class S PPM, divided by the number of outstanding Class S Common Shares, and the denominator of which is the net asset value of the Trust allocable to the Class I Common Shares determined as described in the Class S PPM, divided by the number of outstanding Class I Common Shares immediately prior to the Conversion Event.

“Class S PPM” means that certain Confidential Private Placement Memorandum of the Trust, dated April 4, 2022, with respect to Class S Common Shares, in such form (including any amendments or supplements thereto) as approved by or at the direction of the Trustee.

“Common Share Ownership Limit” means 9.8 percent (in value or in number of Common Shares, whichever is more restrictive) of the aggregate of the outstanding Common Shares, or such other percentage determined by the Trustee in accordance with Section 8.1.8.

“Constructive Ownership” means ownership of Shares by a Person, whether the interest in Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code.

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“Controlling Person” shall mean a Person (other than a Benefit Plan Investor) who has discretionary authority or control with respect to the assets of the Trust or who provides investment advice to the Trust for a fee (direct or indirect) with respect to such assets, and any affiliate of such Person.

“Covered Person” means (a) the Trustee, (b) each equityholder, member, manager, director, officer, employee or agent of the Trustee and (c) each officer of the Trust.

“ExchangeRight” means ExchangeRight Real Estate, LLC, a California limited liability company.

“Excepted Holder” means a Person for whom an exemption is granted and/or an Excepted Holder Limit is created by the Declaration of Trust or the Trustee pursuant to Section 8.1.7.

“Excepted Holder Limit” means, provided that the affected Excepted Holder agrees to comply with the requirements established by the Trustee pursuant to Section 8.1.7 and subject to adjustment pursuant to Section 8.1.8, the percentage limit established by the Trustee pursuant to Section 8.1.7.

“Gross Proceeds” means he aggregate purchase price of all Shares sold for the account of the Trust through an offering of Common Shares, without deduction for selling commissions, volume discounts, any marketing support and due diligence expense reimbursement or Organization and Offering Expenses.

“Individual” means (a) an “individual” within the meaning of Section 542(a)(2) of the Code, as modified by Section 544 of the Code, and (b) any beneficiary of a “qualified trust” (as defined in Section 856(h)(3)(E) of the Code) which qualified trust is eligible for look-through treatment under Section 856(h)(3)(A) of the Code for purposes of determining whether a REIT is closely held under Section 856(a)(6) of the Code, in which case the qualified trust shall not be treated as an Individual.

“Initial Date” means the first date on which Shares are beneficially owned by at least 100 Persons.

“Insignificant Participation Exception” means the exception under the plan asset regulations that provides that an entity’s assets will not be deemed to constitute the underlying assets of a Benefit Plan Investor that invests in the entity if at all times less than 25% of the value of each class of equity interests in the entity is held by one or more Benefit Plan Investors (disregarding any investment by a Controlling Person).

“Market Price” on any date means, with respect to any class or series of outstanding Shares, the Closing Price for such Shares on such date. The “Closing Price” on any date shall mean the last sale price for such Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Shares, in either case as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Shares are listed or admitted to trading or, if such Shares are not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of

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Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if such Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Shares selected by the Trustee or, in the event that no trading price is available for such Shares, the net asset value of Shares, as determined by the Trustee in accordance with the PPM.

“MGCL” means the Maryland General Corporation Law.

“Organization and Offering Expenses” means any and all costs and expenses incurred by the Trust in connection with the formation of the Trust and the marketing and distribution of Shares, including, without limitation, total underwriting and brokerage discounts and commissions, expenses for printing, engraving and amending the PPM or supplementing the PPM, mailing and distributing costs, salaries of employees while engaged in sales activity, telephone and other telecommunications costs, all advertising and marketing expenses (including the costs related to investor and broker-dealer sales meetings), charges of transfer agents, registrars, trustees (including the Trustee), escrow holders, depositories and experts and fees, expenses and taxes related to the filing, registration and qualification of the sale of the Shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees.

“Person” means an Individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(l7) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and also includes a group as that term is used for purposes of Section l3(d)(3) of the Securities Exchange Act of 1934, as amended.

“Plan Assets” mean “plan assets” as defined in the plan asset regulations.

“Plan Asset Regulations” means 29 C.F.R. Section 2510.3-101 et seq. issued by the U.S. Department of Labor, as modified by Section 3(42) of ERISA.

“PPM” means shall mean the Confidential Private Placement Memorandum of the Trust, dated April 4, 2022, with respect to the Class I Common Shares, as may be amended or supplemented from time to time.

“Prohibited Owner” means, with respect to any purported Transfer, any Person who, but for the provisions of Article VIII, would Beneficially Own or Constructively Own Shares in violation of Article VIII, and if appropriate in the context, shall also mean any Person who would have been the record owner of Shares that the Prohibited Owner would have so owned.

“REIT” has the meaning set forth in Section 3.1.

“Reorganization” means a merger, consolidation or conversion of the Trust or exchange of Common Shares in which Common Shares are converted into or exchanged for common ownership interests of another REIT; provided that (i) the exchange ratio used to determine the consideration payable to holders of Common Shares in such transaction is based on the respective net asset value of the Trust and such other entity, as adjusted for transaction costs, (ii) the holders of Common Shares of different classes or series share in such consideration in proportion to their respective net asset values per Common Share and (iii) the only cash paid in such transaction is paid in lieu of the issuance of fractional shares.

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“Restriction Termination Date” means the first day after the Initial Date on which the Trustee determines that it is no longer in the best interests of the Trust to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of Shares set forth herein is no longer required in order for the Trust to qualify as a REIT.

“Sponsor” means ExchangeRight.

“Transfer” means any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire, or change its level of, Beneficial Ownership or Constructive Ownership, or any agreement to take any such actions or cause any such events, of Shares or the right to vote (other than solely by revocable proxy) or receive dividends or distributions on Shares, including (a) a change in the capital structure of the Trust, (b) a change in the relationship between two or more Persons that causes a change in ownership of Shares by application of Section 544 of the Code, as modified by Section 856(h) of the Code, (c) the granting or exercise of any option or warrant (or any acquisition or disposition of any option or warrant), pledge, security interest, or similar right to acquire Shares, (d) any acquisition or disposition of any securities or rights convertible into or exchangeable for Shares or any interest in Shares or any exercise of any such conversion or exchange right and (e) Transfers of interests in other entities that result in changes in Beneficial Ownership or Constructive Ownership of Shares; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms “Transfers,” “Transferring” and “Transferred” shall have the correlative meanings.

ARTICLE VI

TRUSTEE

Section 6.1 Powers. Subject only to any limitations expressly set forth in the Act, Certificate, the Declaration of Trust or the Bylaws, (a) the business and affairs of the Trust shall be managed exclusively by or under the direction of a single trustee, who shall be appointed and shall serve in accordance with the Declaration of Trust (the “Trustee”), (b) the Trustee shall have full, exclusive and absolute power, control and authority over the business and affairs of the Trust and any and all property of the Trust, and no Beneficial Owner of the Trust (each, a “Shareholder” and, collectively, the “Shareholders”) shall have any right to participate in or exercise control or management power over the business and affairs of the Trust, and (c) the Trustee shall have the exclusive power to take or authorize any action within the powers of the Trust under the Act, the Certificate, the Declaration of Trust and the Bylaws including, without limitation, the power to authorize or approve any action that would otherwise require the approval of one or more Shareholders under the Act. The Declaration of Trust shall be construed with the presumption in favor of the grant of power and authority to the Trustee. The

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enumeration and definition of particular powers of the Trustee included in the Declaration of Trust or the Bylaws shall in no way be limited or restricted by reference to or inference from the terms of this or any other provision of the Declaration of Trust or the Bylaws or construed or deemed by inference or otherwise in any manner to exclude or limit the powers conferred upon the Trustee under the general laws of the State of Maryland or any other law. Any determination regarding any matter within the powers of the Trustee or any construction of the Certificate, the Declaration of Trust or the Bylaws (including any construction of the Certificate, the Declaration of Trust or the Bylaws regarding the scope of the powers of the Trustee) made by the Trustee shall be conclusive.

The Trustee, without any action by the Shareholders, shall have and may exercise, on behalf of the Trust, without limitation, the power to adopt, amend and repeal the Bylaws, which may contain any provisions not inconsistent with the Act, the Certificate or the Declaration of Trust; the power to cause the Trust to effect a Reorganization; the power to elect or appoint officers or other agents of the Trust in the manner provided in the Bylaws; to solicit proxies from Shareholders; to authorize the issuance of Shares (as defined below) in one or more classes and series; to authorize the declaration and payment of distributions; to cause the Trust to elect to qualify as a REIT and take such actions as may be necessary or appropriate to maintain such qualification; to cause the Trust to cease to qualify, or attempt to qualify, as a REIT; to determine that compliance with any restriction or limitation on ownership or transfer of shares of the Trust’s beneficial interest set forth in Article VIII of the Declaration of Trust is no longer required in order for the Trust to qualify as a REIT; and to do any other act and authorize the Trust to do any other act or enter into any agreement or other document necessary or appropriate to exercise the powers or effectuate the purposes of the Trust.

Section 6.2 Initial Trustee; Number of Trustees. The undersigned shall serve as the Trustee in accordance with the Declaration of Trust. The Trust shall have, from time to time, one Trustee, and the Trustee may be an entity or an individual.

Section 6.3 Term and Election. The Trustee shall serve until his, her or its resignation, removal, death, dissolution, termination of legal existence or adjudication of legal incompetence. If for any reason the Trustee ceases to be serve as trustee of the Trust, such event shall not terminate the Trust or affect the Declaration of Trust. The Trustee may appoint his, her or its successor; provided, however, that, if the Trustee is removed for “cause” as set forth in Section 6.4, the successor to the Trustee shall be elected by the Shareholders in the manner set forth in Article VII, and the removed Trustee shall have no right to appoint his, her or its successor. If a Trustee has ceased to serve as such and no successor has been appointed or qualifies, a successor Trustee shall be elected by the Shareholders.

Section 6.4 Resignation and Removal. The Trustee may resign, effective upon delivery of notice of such resignation to the Trust, or at any future date specified in the resignation. A Trustee may be removed, at any time, but only for cause, and then only by the affirmative vote of Shareholders entitled to cast a two-thirds of the votes entitled to be cast generally in the election of Trustees. For the purpose of this paragraph, “cause” shall mean (a) fraud or embezzlement with respect to the Trust or its affiliates or (b) willful misconduct as determined in a final judgment of a court of competent jurisdiction.

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Section 6.5 Determinations by Trustee. The determination as to any of the following matters by or pursuant to the direction of the Trustee and consistent with the Declaration of Trust, shall be final and conclusive and shall be binding upon the Trust and every Shareholder: the amount of the net income of the Trust for any period and the amount of assets at any time legally available for the payment of dividends, redemption of Shares or the payment of other distributions to the Shareholders; the amount of paid-in surplus, net assets, other surplus, annual or other cash flow, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any class or series of Shares; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Trust or of any Shares; the number of outstanding Shares at any time or from time to time; the net asset value of the Trust allocable to any class or series of Shares; any matter relating to the acquisition, holding or disposition of any assets by the Trust; whether any transaction or series of transactions constitutes a Reorganization; or any other matter relating to the business and affairs of the Trust or required or permitted by law, the Declaration of Trust or otherwise to be determined by the Trustee.

Section 6.6 Compensation of Trustee. The Trustee shall not receive any stated salary for its services as trustee but the Trustee shall be reimbursed for expenses, if any, incurred on behalf of the Trust or in connection with any service or activity it performs or engages in as Trustee; but nothing herein contained shall be construed to preclude the Trustee or any affiliate of the Trustee from serving the Trust or any of its subsidiaries in any other capacity and receiving compensation therefor.

Section 6.7 ERISA Matters. Notwithstanding any other provision of the Declaration of Trust, the Trustee is authorized to take any action or refrain from taking any action which in its judgment is necessary or desirable in order to prevent the Trust or any of its assets from being deemed to constitute Plan Assets of any Benefit Plan Investor.

Section 6.8 REIT Qualification. If the Trust elects to qualify for federal income tax treatment as a REIT, the Trustee shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Trust as a REIT; however, if the Trustee determines that it is no longer in the best interests of the Trust to attempt to, or continue to, qualify as a REIT, the Trustee may revoke or otherwise terminate the Corporation’s REIT election pursuant to Section 856(g) of the Code. The Trustee, in its sole and absolute discretion, also may (a) determine that compliance with any restriction or limitation on stock ownership and transfers set forth in Article VIII is no longer required for REIT qualification and (b) make any other determination or take any other action pursuant to Article VIII.

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ARTICLE VII

SHARES OF BENEFICIAL INTEREST

Section 7.1 Authorized Shares. The beneficial interest in the Trust shall be divided into shares of beneficial interest (the “Shares”). The Trust has authority to issue an unlimited number of common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), an unlimited number of which are classified as Class A Common Shares (the “Class A Common Shares”), an unlimited number of which are classified as Class I Common Shares (the “Class I Common Shares”) and an unlimited number of which are classified as Class S Common Shares (the “Class S Common Shares”), and, subject to the relative rights of any other class or series of Common Shares designated from time to time, shall have all of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of Common Shares as set forth herein. Subject to the provisions of Article VIII and the terms of any class or series of Shares at the time outstanding, the Trustee may, by amendment to this Article VII and without any action by the Shareholders, classify or reclassify any unissued Shares from time to time and set or change the number, par value, designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the class or series of Shares. If Shares of one class or series are classified or reclassified into Shares of another class or series pursuant to this Article VII, then, except to the extent that the Trust is authorized to issue an unlimited number of Shares of any such class or series, the number of authorized Shares of the former class or series shall be automatically decreased and the number of authorized Shares of the latter class or series shall be automatically increased, in each case by the number of Shares so classified or reclassified.

(a) Class A Common Shares. The preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the Class A Common Shares are identical to the Common Shares generally, except as specifically set forth in this Section 7.1(a). Each Class A Common Share held in a Shareholder’s account shall automatically and without any action on the part of the Shareholder thereof convert into a number of Class I Common Shares equal to the Class A Conversion Rate upon a listing (a “Listing”) of any class of Common Shares pursuant to an effective registration statement on any securities exchange registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any merger, consolidation, transfer of all or substantially all of the assets or other business combination of the Trust, as a result of which all outstanding Common Shares are cancelled in exchange for the right to receive cash or securities, or a combination thereof (an “Extraordinary Transaction” and, together with a Listing, a “Conversion Event”) unless, at least five (5) days before the effective date of such Conversion Event, the sole trustee of the Trust determines, in its sole and absolute discretion, that such conversion shall not occur in connection with such Conversion Event, but any such determination shall not preclude the conversion of Class A Common Shares into Class I Common Shares in connection with the occurrence of any successive Conversion Event.

(b) Class I Common Shares. The preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the Class I Common Shares are identical to the Common Shares generally.

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(c) Class S Common Shares. The preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the Class S Common Shares are identical to the Common Shares generally, except as specifically set forth in this Section 7.1(c). Each Class S Common Share held in a Shareholder’s account shall automatically and without any action on the part of the Shareholder thereof convert into a number of Class I Common Shares equal to the Class S Conversion Rate upon a Conversion Event unless, at least five (5) days before the effective date of such Conversion Event, the sole trustee of the Trust determines, in its sole and absolute discretion, that such conversion shall not occur in connection with such Conversion Event, but any such determination shall not preclude the conversion of Class S Common Shares into Class I Common Shares in connection with the occurrence of any successive Conversion Event.

Section 7.2 Authorization by Trustee of Share Issuance. The Trustee may authorize or cause the Trust to issue from time to time Shares of any class or series, whether now or hereafter authorized, or securities or rights convertible into Shares of any class or series, whether now or hereafter authorized, for such consideration, whether in cash, property, past or future services, obligation for future payment or otherwise, or without consideration (including in connection with a Share split or distribution of Shares), determined by the Trustee, subject to such restrictions or limitations, if any, as may be set forth in the Certificate or the Declaration of Trust.

Section 7.3 Voting Rights. Except as may otherwise be specified in the terms of any class or series of Shares or as provided herein, each Share shall entitle the holder thereof to one vote on each matter upon which holders of Shares are entitled to vote. Except to the extent that the Trust directly or indirectly owns Shares in a fiduciary capacity, neither the Trust nor any entity of which the Trust is entitled to exercise a majority of the outstanding voting power may vote on any matter, and Shares held by the Trust or any such entity shall not be counted in determining the total number of votes entitled to be cast on any matter or at any time. Subject to the terms of any class or series of Shares then outstanding limiting or expanding the voting rights of such Shares, Shareholders shall be entitled to vote only on the following matters:

(a) the removal of the Trustee and the election of a successor Trustee as provided in Article VI;

(b) the amendment of the Declaration of Trust, to the extent provided in Section 10.3;

(c) the merger, consolidation or conversion of the Trust or the transfer of all or substantially all of its assets, to the extent provided in Article XI;

(d) such others matters as may be provided in the Bylaws of the Trust;

(d) such other matters that the Trustee has submitted to the Shareholders for approval or ratification; and

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(e) such matters with respect to which Shareholders are required to vote (whether in a binding or advisory capacity) by federal law, state law or securities exchange rule.

Except with respect to the foregoing matters, no action taken by the Shareholders shall in any way bind the Trust or the Trustee. Unless a different proportion is specified in the Certificate, the Declaration of Trust or the Bylaws (and notwithstanding any different proportion of votes that may be specified in the Act to approve any matter), the affirmative vote of a plurality of the votes cast in the election of a Trustee shall be sufficient to elect any Trustee, and the affirmative vote of a majority of the votes cast at a meeting of Shareholders duly called and at which a quorum is present shall be sufficient to approve any other matter that may properly come before the Shareholders at such meeting.

Section 7.4 Reorganization. Holders of Shares shall not have the right to vote on or approve any Reorganization.

Section 7.5 Dividends and Distributions. The Trustee may from time to time authorize or cause the Trust to pay such dividends or other distributions, in cash or other assets of the Trust or in securities of the Trust or from any other source as the Trustee shall determine. The Trustee shall endeavor to cause the Trust to declare and pay such dividends and distributions as shall be necessary for the Trust to qualify under the Code as a REIT; however, shareholders shall have no right to any dividend or distribution unless and until authorized by the Trustee and declared by the Trust. Before payment of any dividends or other distributions, there may be set aside out of any funds of the Trust available for dividends or other distributions such amounts as the Trustee may from time to time reserve for any Trust purpose, and the Trustee may modify or abolish any such reserve. Distributions shall be made to the holders of Common Shares, pro rata, in proportion to the number of Common Shares held by each of them. Shareholders shall have no right to any dividend or distribution unless and until authorized by the Trustee and declared by the Trust, and then only at the time and in the amount and form authorized by the Trustee. Any action by the Trustee to cause the Trust to declare or pay any dividend or other distribution shall be conclusive evidence of the authorization by the Trustee of such distribution. The exercise of the powers and rights of the Trustee pursuant to this Section 7.5 shall be subject to the terms of any class or series of Shares at the time outstanding.

Section 7.6 Consent Dividends. If the Trustee determines that consent dividends (within the meaning of Section 565 of the Code) with respect to a taxable year are necessary or appropriate to insure or maintain the qualification of the Trust as a REIT for U.S. federal income tax purposes; to avoid the imposition of any U.S. federal income or excise tax; or for any other reason, the Trustee may require the holders of Common Shares and any other Persons to take any and all actions necessary or appropriate under the Code, any regulations promulgated thereunder, any court decision or any administrative interpretations of the U.S. Department of Treasury (including any U.S. Internal Revenue Service forms or other forms) to declare consent dividends sufficient to maintain REIT qualification and avoid U.S. federal income or excise tax or otherwise.

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Section 7.7 General Nature of Shares. All Shares shall be personal property entitling the Shareholder only to those rights provided in the Certificate, the Declaration of Trust and the Bylaws. The rights of all Shareholders and the terms of all Shares are subject to the provisions of the Certificate, the Declaration of Trust and the Bylaws. The Shareholders shall have no interest in the property of the Trust and shall have no right to compel any partition, division, dividend or distribution of the Trust or of the property of the Trust. The death of a Shareholder shall not terminate the Trust. The Trust is entitled to treat as Shareholders only those persons in whose names Shares are registered as holders of Shares on the beneficial interest ledger of the Trust. Notwithstanding any other provision in the Declaration of Trust, no determination shall be made by the Trustee nor shall any transaction be entered into by the Trust which would cause any Shares or other beneficial interest in the Trust not to constitute “transferable shares” or “transferable certificates of beneficial interest” under Section 856(a)(2) of the Code. Each Share, whether or not evidenced by a certificate, shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Maryland Uniform Commercial Code (including Section 8-102(a)(l5) thereof) as in effect and as it may be amended or superseded from time to time, and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995 or any successor uniform act or law in effect in the State of Maryland from time to time.

Section 7.9 Fractional Shares. The Trust may, without the consent or approval of any Shareholder, issue fractional Shares, eliminate any outstanding fraction of a Share by rounding up to a full Share, arrange for the disposition of a fraction of a Share by the person entitled to it or pay cash for the fair value of a fraction of a Share.

ARTICLE VIII

RESTRICTIONS ON OWNERSHIP AND TRANSFER OF SHARES

Section 8.1 Shares.

Section 8.1.1. Ownership Limitations.

(a) Basic Restrictions.

(i) During the period commencing on the Initial Date and prior to the Restriction Termination Date, (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Share Ownership Limit, (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit applicable to such Excepted Holder.

(ii) During the period commencing on the Initial Date and prior to the Restriction Termination Date, no Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares would result in the Trust being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the

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last half of a taxable year). From the date of the Declaration of Trust (the “Effective Date”) until the Restriction Termination Date, no Person shall Beneficially Own or Constructively Own Shares to the extent that (I) such Beneficial Ownership or Constructive Ownership would result in the Trust otherwise failing to qualify as a REIT

(including, but not limited to, Beneficial Ownership or Constructive Ownership that would result in the Trust owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Trust from such tenant would cause the Trust to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).

(iii) From the Initial Date, or such other date as determined by the Trustee in its discretion, until the Restriction Termination Date, no Person shall Transfer any Shares if, as a result of the Transfer, the Shares would be beneficially owned by fewer than 100 Persons (determined without reference to the rules of attribution under Section 544 of the Code). Notwithstanding any other provisions contained herein, any Transfer of Shares (whether or not such Transfer is the result of a transaction entered into through the facilities of any national securities exchange or automated inter-dealer quotation system) that, if effective, would result in Shares being beneficially owned by less than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares.

(iv) During the period commencing on the Initial Date and prior to the Restriction Termination Date, no Person shall Beneficially Own or Constructively Own Shares to the extent that such Beneficial Ownership or Constructive Ownership of Shares could result in the Trust failing to qualify as a “domestically-controlled qualified investment entity” within the meaning of Section 897(h)(4)(B) of the Code.

(v) During the period commencing on the Initial Date and prior to the date that the Trust qualifies for an exception to the plan asset regulations (other than the Insignificant Participation Exception), no Person shall Transfer or attempt to Transfer Shares to the extent such Transfer would result in the Trust failing to meet the Insignificant Participation Exception.

(b) Transfer in Trust. If any Transfer of Shares (whether or not such Transfer is the result of a transaction entered into through the facilities of any national securities exchange or automated inter-dealer quotation system) occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning Shares in violation of Section 8.1.1(a)(i), (ii), (iv) or (v), then that number of Shares the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 8.1.1(a)(i), (ii), (iv) or (v) (rounded up to the nearest whole Share) shall be automatically transferred to a Charitable Trust for the exclusive benefit of a Charitable Beneficiary, as described in Section 8.2, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such Shares. If the transfer to the Charitable Trust described in this Section 8.1.1(b) would not be effective for any reason to prevent the violation of Section 8.1.1(a)(i), (ii), (iv) or (v), or would not prevent the Trust from failing to qualify as a REIT, then the Transfer of that number of Shares that otherwise would cause any Person to violate Section 8.1.1(a)(i), (ii), (iv) or (v) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares.

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Section 8.1.2. Remedies for Breach. If the Trustee shall at any time determine that a Transfer or other event has taken place that results in a violation of Section 8.1.1 or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any Shares that would result in a violation of Section 8.1.1 (whether or not such violation is intended), the Trustee shall take or cause to be taken such action as the Trustee deems necessary or advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Trust to redeem Shares at a price per Share equal to the Market Price on the date of the redemption, refusing to give effect to such Transfer on the books of the Trust or instituting proceedings to enjoin such Transfer or other event; provided, however, that any Transfers or attempted Transfers or other events in violation of Section 8.1.1 shall automatically result in the transfer to the Charitable Trust described above, or, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Trustee.

Section 8.1.3. Notice of Restricted Transfer. Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of Shares that will or may violate Section 8.1.1(a), or any Person who would have owned Shares that resulted in a transfer to the Charitable Trust pursuant to the provisions of Section 8.1.1(b), shall immediately give written notice to the Trust of such event or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Trust such other information as the Trust may request in order to determine the effect, if any, of such Transfer on the Trust’s qualification as a REIT.

Section 8.1.4. Owners Required To Provide Information. From the Initial Date and prior to the Restriction Termination Date:

(a) every owner of more than five percent (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder) of the outstanding Shares, within 30 days after the end of each taxable year, shall give written notice to the Trust stating the name and address of such owner, the number of Shares and other Shares Beneficially Owned and a description of the manner in which such shares are held; provided, that a Shareholder of record who holds outstanding Shares as nominee for another Person, which other Person is required to include in gross income the dividends or distributions received on such Shares (an “Actual Owner”), shall give written notice to the Trust stating the name and address of such Actual Owner and the number of shares of such Actual Owner with respect to which the Shareholder of record is nominee. Each such owner shall provide to the Trust such additional information as the Trust may request in order to determine the effect, if any, of such Beneficial Ownership on the Trust’s qualification as a REIT and to ensure compliance with this Article VIII.

(b) each Person who is a Beneficial Owner or Constructive Owner of Shares and each Person (including the Shareholder of record) who is holding Shares for a Beneficial Owner or Constructive Owner shall provide to the Trust such information as the Trust may request, in good faith, in order to determine the Trust’s qualification as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance.

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Section 8.1.5 Remedies Not Limited. Subject to Section 6.1, nothing contained in this Section 8.1 shall limit the authority of the Trustee to take such other action as it deems necessary or advisable to protect the Trust and the interests of its Shareholders in preserving the Trust’s qualification as a REIT.

Section 8.1.6 Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 8.1, Section 8.2 or any definition contained in Article V, the Trustee shall have the power to determine the application of the provisions of this Section 8.1 or Section 8.2 with respect to any situation based on the facts known to it. In the event Section 8.1 or Section 8.2 require an action by the Trustee and the Declaration of Trust fails to provide specific guidance with respect to such action, the Trustee shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Section 8.1 or Section 8.2.

Section 8.1.7 Exceptions.

(a) Subject to Section 8.1.1(a)(ii) and upon receipt of such representations and agreement as the Trustee may require, the Trustee may exempt (prospectively or retroactively) a Person from the Aggregate Share Ownership Limit or the Common Share Ownership Limit, or both, and may establish or increase an Excepted Holder Limit for such Person.

(b) Prior to granting any exception pursuant to Section 8.1.7(a), the Trustee may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the Trustee, as it may deem necessary or advisable in order to determine or ensure the Trust’s qualification as a REIT. Notwithstanding the receipt of any ruling or opinion, the Trustee may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

(c) Subject to Section 8.1.1(a)(ii), an underwriter, placement agent or initial purchaser which participates in a public offering or a private placement of Shares (or securities convertible into or exchangeable for Shares) may Beneficially Own or Constructively Own Shares (or securities convertible into or exchangeable for Shares) in excess of the Aggregate Share Ownership Limit or the Common Share Ownership Limit, or both such limits, but only to the extent necessary to facilitate such public offering or private placement.

(d) The Trustee may only reduce the Excepted Holder Limit for an Excepted Holder: (1) with the written consent of such Excepted Holder at any time, or (2) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than the Aggregate Share Ownership Limit.

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Section 8.1.8 Increase or Decrease in Aggregate Share Ownership Limit or the Common Share Ownership Limit. The Trustee may from time to time increase or decrease the Aggregate Share Ownership Limit and/or the Common Share Ownership Limit for one or more Persons and increase or decrease the Aggregate Share Ownership Limit and/or the Common Shares Ownership Limit for all other Persons. No decreased Aggregate Share Ownership Limit or Common Share Ownership Limit will be effective for any Person whose percentage of ownership of Shares is in excess of such decreased Aggregate Share Ownership Limit or Common Share Ownership Limit, as applicable, until such time as such Person’s percentage of ownership of Shares equals or falls below the decreased Aggregate Share Ownership Limit or Common Share Ownership Limit, as applicable; provided, however, that any further acquisition of Shares by any such Person (other than a Person for whom an exemption has been granted pursuant to Section 8.1.7(a) or an Excepted Holder) in excess of the Shares owned by such person on the date the decreased Aggregate Share Ownership Limit or Common Share Ownership Limit became effective will be in violation of the Aggregate Share Ownership Limit or Common Share Ownership Limit. No increase to the Aggregate Share Ownership Limit or Common Share Ownership Limit may be approved if the new Aggregate Share Ownership Limit or Common Share Ownership Limit would allow five or fewer Persons to Beneficially Own, in the aggregate more than 49.9% in value of the outstanding Shares or otherwise cause the Trust to fail to qualify as a REIT. Prior to increasing or decreasing the Aggregate Share Ownership Limit or Common Share Ownership Limit pursuant to this Section 8.1.8, the Trustee may require such opinions of counsel, affidavits, undertakings or agreements, in form and substance satisfactory to the Trustee, as it may deem necessary or advisable in order to determine or ensure the Trust’s qualification as a REIT.

Section 8.1.9 Legend. Each certificate or notice in lieu of any certificate, if any, for Shares shall bear a legend summarizing the restrictions on ownership and transfer contained herein. Instead of a legend, the certificate, if any, may state that the Corporation will furnish a full statement about certain restrictions on transferability to a Shareholder on request and without charge.

Section 8.2. Transfer of Shares in Trust.

Section 8.2.1. Ownership in Trust. Upon any purported Transfer or other event described in Section 8.1.1 that would result in a transfer of Shares to a Charitable Trust, such Shares shall be deemed to have been transferred to the Charitable Trustee as trustee of a Charitable Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Charitable Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Charitable Trust pursuant to Section 8.1.1(b). Each Charitable Beneficiary shall be designated by the Trust as provided in Section 8.2.7.

Section 8.2.2 Status of Shares Held by the Charitable Trustee. Shares held by the Charitable Trustee shall be issued and outstanding Shares. The Prohibited Owner shall have no rights in the Shares held by the Charitable Trustee. The Prohibited Owner shall not benefit economically from ownership of any Shares held in trust by the Charitable Trustee, shall have no rights to dividends or other distributions and shall not possess any rights to vote or other rights attributable to the Shares held in the Charitable Trust. The Prohibited Owner shall have no claim, cause of action, or any other recourse whatsoever against the purported transferor of such Shares.

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Section 8.2.3. Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Trust that Shares have been transferred to the Charitable Trustee shall be paid with respect to such Shares to the Charitable Trustee upon demand and any dividend or other distribution authorized but unpaid shall be paid when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Charitable Trust and, subject to Maryland law, effective as of the date that Shares have been transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust that Shares have been transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust has already taken irreversible trust action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VIII, until the Trust has received notification that Shares have been transferred into a Charitable Trust, the Trust shall be entitled to rely on its Share transfer and other Shareholder records for purposes of preparing lists of Shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Shareholders.

Section 8.2.4. Rights Upon Dissolution. Upon any voluntary or involuntary liquidation, dissolution or winding up of or any distribution of the assets of the Trust, the Charitable Trustee shall be entitled to receive, ratably with each other holder of Shares of the class or series of Shares that is held in the Charitable Trust, that portion of the assets of the Trust available for distribution to the holders of such class or series (determined based upon the ratio that the number of Shares of such class or series of Shares held by the Charitable Trustee bears to the total number of Shares of such class or series of Shares then outstanding). The Charitable Trustee shall distribute any such assets received in respect of the Shares held in the Charitable Trust in any liquidation, dissolution or winding up of, or distribution of the assets of the Trust, in accordance with Section 8.2.5.

Section 8.2.5. Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust that Shares have been transferred to the Charitable Trust, the Charitable Trustee shall sell the Shares held in the Charitable Trust to a Person, designated by the Charitable Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in Section 8.1.1(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 8.2.5. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the event causing the Shares to be held in the Charitable Trust did not involve a purchase of such Shares at Market Price, the Market Price of the Shares on the day of the event causing the Shares to be held in the Charitable Trust and (2) the price per Share received by the Charitable Trustee (net of any commissions and other expenses) from the sale or other disposition of the Shares held in the Charitable Trust. The Charitable Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which

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have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 8.2.3. Any net sales proceeds in excess of the amount payable to the Prohibited Owner and any other amounts received by the Trustee with respect to such Shares shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust that Shares have been transferred to the Charitable Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 8.2.5, such excess shall be paid to the Charitable Trustee upon demand for payment to the Charitable Beneficiary.

Section 8.2.6. Purchase Right in Shares Transferred to the Charitable Trustee. Shares transferred to the Charitable Trustee shall be deemed to have been offered for sale to the Trust, or its designee, at a price per Share equal to the lesser of (i) the price per Share in the transaction that resulted in such transfer to the Charitable Trust (or, if the event that resulted in the Transfer to the Charitable Trust did not involve a purchase of such Shares at Market Price, the Market Price of such shares on the day of the event that resulted in the Transfer of such shares to the Charitable Trust) and (ii) the Market Price on the date the Trust, or its designee, accepts such offer. The Trust may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 8.2.3. The Trust may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary. The Trust shall have the right to accept such offer until the Charitable Trustee has sold the Shares held in the Charitable Trust pursuant to Section 8.2.5. Upon such a sale to the Trust, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and any other amounts held by the Trustee with respect to such Shares to the Charitable Beneficiary.

Section 8.2.7 Designation of Charitable Beneficiaries. By written notice to the Charitable Trustee, the Trust shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Charitable Trust such that (i) Shares held in the Charitable Trust would not violate the restrictions set forth in Section 8.1.1(a) in the hands of such Charitable Beneficiary and (ii) each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code. Neither the failure of the Trust to make such designation nor the failure of the Trust to appoint the Charitable Trustee before the automatic transfer provided for in Section 8.1.1 shall make such transfer ineffective, provided that the Trust thereafter makes such designation and appointment.

Section 8.3 Enforcement. The Trust is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article VIII.

Section 8.4 Non-Waiver. No delay or failure on the part of the Trust or the Trustee in exercising any right hereunder shall operate as a waiver of any right of the Trust or the Trustee, as the case may be, except to the extent specifically waived in writing.

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ARTICLE IX

LIABILITY OF SHAREHOLDERS, TRUSTEES,

OFFICERS, EMPLOYEES AND AGENTS AND

TRANSACTIONS BETWEEN SUCH PERSONS AND THE

TRUST

Section 9.1 Limitation of Shareholder Liability. No Shareholder shall be liable for any debt, claim, demand, judgment or obligation of any kind of, against or with respect to the Trust by reason of his, her or it being a Shareholder, nor shall any Shareholder be subject to any personal liability whatsoever, in tort, contract or otherwise, to any Person in connection with the property or affairs of the Trust.

Section 9.2 Limitation of Trustee and Officer Liability. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of trustees and officers of a statutory trust, no Covered Person shall be liable to the Trust or to any Shareholder for money damages. Neither the amendment nor repeal of this Section 9.2, nor the adoption or amendment of any other provision of the Declaration of Trust inconsistent with this Section 9.2, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act that occurred prior to such amendment, repeal or adoption.

Section 9.3 Indemnification. To the maximum extent permitted by Maryland law in effect from time to time, the Trust shall indemnify (a) any Covered Person (including among the foregoing, for all purposes of this Article IX and without limitation, any individual or entity who, while serving as the Covered Person and, at the request of the Trust, serves or has served any other enterprise in any management or agency capacity) against any claim or liability to which such Covered Person may become subject by reason of such status, except for liability for such Covered Person’s gross negligence or intentional misconduct, and (b) each present or former Shareholder against any claim or liability to which such Shareholder may become subject by reason of such status. In addition, the Trust shall, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse, in advance of final disposition of a proceeding, reasonable expenses incurred by a present or former Covered Person or Shareholder made a party to or witness in a proceeding by reason such status, provided that, in the case of a Covered Person, the Trust shall have received (i) a written affirmation by the Covered Person of the Covered Person’s good faith belief that the Covered Person has met the applicable standard of conduct necessary for indemnification by the Trust pursuant to this Section 9.3 and (ii) a written undertaking by or on behalf of the Covered Person to repay the amount paid or reimbursed by the Trust if it shall ultimately be determined that the applicable standard of conduct was not met. Notwithstanding the foregoing, the Trust shall not be required to indemnify or advance funds to any Person entitled to indemnification hereunder (x) with respect to any action initiated or brought voluntarily by such indemnified Person (and not by way of defense) unless (I) approved or authorized by the Trustee or (II) incurred to establish or enforce such Person’s right to indemnification hereunder, or (y) in connection with any claim with respect to which such Person is found to be liable to the Trust.

The Trust may provide or obligate itself to provide such indemnification or payment or reimbursement of expenses to any Person that served a predecessor of the Trust as a Covered Person or any employee or agent of the Trust or any predecessor of the Trust.

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Any indemnification or payment or reimbursement of the expenses permitted by the Declaration of Trust shall be furnished in accordance with the procedures provided for indemnification or advance or reimbursement of expenses, as the case may be, under Section 2- 418 of the MGCL (or any successor provision thereto) for directors of Maryland corporations.

Neither the amendment nor repeal of this Article IX, nor the adoption or amendment of any other provision of the Declaration of Trust inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. The rights to indemnification and advance of expenses provided by the Declaration of Trust shall vest immediately upon a Person or entity becoming a Covered Person or the acquisition of Shares by a Shareholder.

Section 9.4 Transactions between the Trust and its Trustees, Officers, Employees and Agents. Subject to any express restrictions in the Certificate or the Declaration of Trust or adopted by the Trustee, the Trust may enter into any contract or transaction of any kind, including, without limitation, for the purchase or sale of property or for any type of services, including those in connection with the offer or sale of securities of the Trust, with any Person, including any Covered Person or employee or agent of the Trust or any Person affiliated with a Covered Person or employee or agent of the Trust, whether or not any of them has a financial interest in such transaction. The procedures and presumptions set forth in Section 2-419 of the MGCL (or any successor provision thereto) shall be available for and apply to any contract or other transaction between the Trust and the Trustee or between the Trust and any other trust, corporation, firm or other entity in which the Trustee is a trustee or director or has a material financial interest.

Section 9.5 Duties of Trustee, Officers and Agents. Any Covered Person may have business interests and engage in business activities similar, in addition to or in competition with those of or relating to the Trust. The Trustee shall have the duties set forth in Section 12- 402 of the Act, except that neither the Trustee, nor any other Covered Person, shall have any duty, fiduciary or otherwise, or obligation to the Trust, any Shareholder or any creditor of the Trust to present or offer any business opportunity to the Trust or to refrain from competing with the Trust. No Covered Person shall have any duties, including fiduciary duties under the common law of trusts, or be subject to any duties or other standard of conduct, other than as set forth in the preceding sentence. Any action or failure to act by the Trustee shall be presumed to be in accordance with the duties described in this Section 9.5, and any Person alleging the contrary shall bear the burden of proof that the action or failure to act was not consistent with such duties. To the maximum extent permitted by the Act, as in effect from time to time. Each Covered Person shall, in the performance of his, her or its duties with respect to the Trust, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Trust whom the Trustee or officer reasonably believes to be reliable and competent in the matters presented or by a lawyer, certified public accountant or other Person as to a matter which the Trustee or officer reasonably believes to be within the Person’s professional or expert competence.

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ARTICLE X

AMENDMENT

Section 10.1 General. The Trust reserves the right from time to time to make any amendment to the Certificate or the Declaration of Trust now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Declaration, of any outstanding Shares. The Certificate or the Declaration of Trust may be amended only as provided in this Article X. The merger or consolidation of the Trust with another Person, the dissolution of the Trust or any other transaction between the Trust and another Person in which the Trust does not survive as a separate entity shall not be considered an amendment to the Declaration of Trust for purposes of this Article X.

Section 10.2 By Trustee. Except as expressly provided in the Certificate, Section 10.3 or in the terms of any class or series of Shares, the Declaration of Trust may be amended by the Trustee, without any action by the Shareholders. Except as may otherwise be expressly provided in the Certificate, the Certificate may be amended only by the Trustee, without any action or approval by the Shareholders.

Section 10.3 By Shareholders. Amendments to the Declaration of Trust that materially and adversely affect the contract rights of outstanding Shares, but excluding amendments of the type specified in Section 7.1 of the Declaration of Trust or Section 2-605 of the MGCL (which shall not require approval of any Shareholder), must be approved by the Trustee and Shareholders entitled to cast a majority of the votes entitled to be cast on the matter.

ARTICLE XI

MERGER, CONSOLIDATION OR SALE OF TRUST PROPERTY

The Trust may (a) merge with or into or convert into another entity, (b) consolidate with one or more other entities into a new entity or (c) transfer all or substantially all of its assets to another person. Subject to the terms of any series or class of Shares at the time outstanding, any such action must be approved by the Trustee and, unless such action could be taken by a Maryland corporation without the approval of its Shareholders pursuant to Subtitle 1 of Title 3 of the MGCL or if such action is a Reorganization, Shareholders entitled to cast a majority of all of the votes entitled to be cast on the matter. No holder of Shares shall have the right to vote on any Reorganization.

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ARTICLE XII

DURATION OF TRUST

Section 12.1 Duration. The Trust shall continue perpetually unless dissolved pursuant to Section 12.2 pursuant to any applicable provision of the Act. No Shareholder or other Person shall have any right to petition a court for judicial dissolution of the Trust.

Section 12.2 Dissolution. Subject to the terms of any class or series of Shares at the time outstanding, the Trust may be dissolved with the approval of the Trustee.

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ARTICLE XIII

MISCELLANEOUS

Section 13.1 Certificate of Trust. In the event of any conflict between the provisions of the Certificate and the Declaration of Trust, the provisions of the Certificate shall control.

Section 13.2 Inspection. Any Shareholder shall be entitled to examine the Trust’s books and records to the extent permitted by Section 12-305 of the Act, but only if, and to the extent, approved by the Trustee.

Section 13.3. Rights of Objecting Shareholders; Derivative Claims. Shareholders shall not be entitled to exercise any appraisal rights or rights analogous to those of an objecting Shareholder provided for under Title 3, Subtitle 2 of the MGCL (or any successor provision thereto). A Shareholder shall not be entitled to recover a judgment in favor of the Trust, assert any claim in the name of the Trust or bring any other action that is derivative in nature without the approval of the Trustee.

Section 13.4 Organization and Offering Expenses. The Trust may reimburse Trustee or the Sponsor for Organization and Offering Expenses incurred by the Trustee or the Sponsor in connection with any offering of Shares, on an accountable or nonaccountable basis; provided, however, that (i) the total amount of all Organization and Offering Expenses reimbursed by the Trust shall be reasonable and (ii) the total Organization and Offering Expenses reimbursed by the Trust in connection with any offering of Shares shall in no event exceed 1% of the Gross Proceeds of such offering of Shares.

Section 13.5 Governing Law. The rights of all parties and the validity, construction and effect of every provision of the Declaration of Trust shall be subject to and construed according to the laws of the State of Maryland, without regard to conflicts of laws provisions thereof.

- Signature Page Follows -

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IN WITNESS WHEREOF, this Amended and Restated Declaration of Trust has been executed as of the date and year first above written, by the undersigned Trustee.

ExchangeRight Income Fund Trustee, LLC a Delaware limited liability company

By: ExchangeRight Real Estate, LLC

/S/ WARREN THOMASa California limited liability company, its sole member

By:
Name:	Warren Thomas
Title:	Manager

- Signature Page to Declaration of Trust -

EX-3.3

EXHIBIT 3.3

EXCHANGERIGHT INCOME FUND

BYLAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of the Trust in the State of Maryland shall be located at such place as the Trustee may designate.

Section 2. ADDITIONAL OFFICES. The Trust may have additional offices, including a principal executive office, at such places as the Trustee may from time to time determine or the business of the Trust may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. PLACE. All meetings of shareholders shall be held at the principal executive office of the Trust or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2. ANNUAL MEETING. There shall be no requirement to hold an annual meeting of the shareholders in any year. The Trustee may cause the Trust to call an annual meeting of shareholders for the transaction of any business within the powers of the Trust, which shall be held on the date and at the time and place set by the Trustee.

Section 3. SPECIAL MEETINGS. The president, chief executive officer or Trustee may call special meetings of the shareholders.

Section 4. NOTICE. Not less than ten nor more than 90 days before each meeting of shareholders, the secretary shall give to each shareholder entitled to vote at such meeting, and to each shareholder not entitled to vote who is entitled to notice of the meeting, notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called. Notice may be provided by mail, by presenting it to such shareholder personally, by leaving it at the shareholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the records of the Trust, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the shareholder by an electronic transmission to any address or number of the shareholder at which the shareholder receives electronic transmissions. The Trust may give a single notice to all shareholders who share an address, which single notice shall be effective as to any shareholder at such address, unless such shareholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more shareholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Any business of the Trust may be transacted at an annual meeting of shareholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of shareholders except as specifically designated in the notice.

Section 5. ORGANIZATION AND CONDUCT. Every meeting of shareholders shall be conducted by an individual appointed by the Trustee to be chairman of the meeting or, in the absence of such appointment or appointed individual, by one of the following officers present at the meeting in the following order: the chief executive officer, the president, the vice presidents in their order of rank and, within each rank, in their order of seniority, the secretary or, in the absence of such officers, a chairman chosen by the shareholders by the vote of a majority of the votes cast by shareholders present in person or by proxy. The secretary or, in the secretary’s absence, an individual appointed by the Trustee or, in the absence of such appointment, an individual appointed by the chairman of the meeting, shall act as secretary. In the event that the secretary presides at a meeting of shareholders, an individual appointed by the Trustee or the chairman of the meeting shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of shareholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the shareholders, are appropriate for the proper conduct of the meeting, including, without limitation: (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to shareholders of record of the Trust, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to shareholders of record of the Trust entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments; (e) determining when and for how long the polls should be opened and when the polls should be closed and when announcement of the results shall be made ; (f) maintaining order and security at the meeting; (g) removing any shareholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6. QUORUM. At any meeting of shareholders, the presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the Declaration of Trust of the Trust (the “Declaration of Trust”) for the vote

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necessary for the approval of any matter. If such quorum is not established at any meeting of the shareholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The shareholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough shareholders to leave fewer than would be required to establish a quorum.

Section 7. VOTING. A plurality of all the votes cast at a meeting of shareholders duly called and at which a quorum is present shall be sufficient to elect a successor trustee. A majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Declaration of Trust. Unless otherwise provided by statute or by the Declaration of Trust, each outstanding share of beneficial interest, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot or otherwise.

Section 8. PROXIES. A holder of record of shares of beneficial interest of the Trust may cast votes in person or by proxy executed by the shareholder or by the shareholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Trust before or at the meeting. No proxy shall be valid more than eleven months after its date, unless otherwise provided in the proxy.

Section 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of beneficial interest of the Trust registered in the name of a corporation, partnership, trust, limited liability company or other entity, if entitled to be voted, may be voted by the president or a vice president, general partner, trustee or managing member thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such shares pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such shares. Any trustee or fiduciary may vote shares of beneficial interest registered in the name of such person in the capacity of such trustee or fiduciary, either in person or by proxy.

Shares of beneficial interest of the Trust directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

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The Trustee may adopt by resolution a procedure by which a shareholder may certify in writing to the Trust that any shares of beneficial interest registered in the name of the shareholder are held for the account of a specified person other than the shareholder. The resolution shall set forth the class of shareholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Trust; and any other provisions with respect to the procedure which the Trustee considers necessary or desirable. On receipt by the Trust of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the shareholder of record of the specified shares of beneficial interest in place of the shareholder who makes the certification.

Section 10. INSPECTORS. The Trustee or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chairman of the meeting, the inspectors, if any, shall (a) determine the number of shares of beneficial interest represented at the meeting in person or by proxy and the validity and effect of proxies, (b) receive and tabulate all votes, ballots or consents, (c) report such tabulation to the chairman of the meeting, (d) hear and determine all challenges and questions arising in connection with the right to vote, and (e) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11. TELEPHONE MEETINGS. The Trustee or chairman of the meeting may permit one or more shareholders to participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.

Section 12. SHAREHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of shareholders may be taken without a meeting (a) if a unanimous consent setting forth the action is given in writing or by electronic transmission by each shareholder entitled to vote on the matter and filed with the minutes of proceedings of the shareholders or (b) if the action is advised, and submitted to the shareholders for approval, by the Trustee and a consent in writing or by electronic transmission of shareholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of shareholders at which all shareholders entitled to vote were present and voted is delivered to the Trust in accordance with the Maryland Statutory Trust Act. The Trust shall give notice of any action taken by less than unanimous consent to each shareholder not later than ten days after the effective time of such action.

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ARTICLE III

OFFICERS

Section 1. GENERAL PROVISIONS. The Trustee may, from time to time, appoint and remove officers, employees and other agents of the Trust, to serve at the pleasure of the Trustee, with such powers and duties as the Trustee may determine. The officers of the Trust may include a chief executive officer, a president, one or more vice presidents, a chief operating officer, a chief financial officer, a treasurer, a secretary, and such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Trust, if any, shall be appointed by the Trustee, except that the chief executive officer or president may from time to time appoint one or more vice presidents or other subordinate officers and remove any officer so appointed. The duties of the officers of the Trust shall be as set forth in these Bylaws and as from time to time prescribed by the Trustee or, in the case of any officer other than the chief executive officer or president, the chief executive officer or president. Each officer shall serve until his or her successor is appointed and qualifies or until his or her death or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Appointment of an officer or agent shall not of itself create contract rights between the Trust and such officer or agent. In the absence of any other appointment of such officers, solely for the purpose of executing and attesting any amendment to the Certificate or any other document required by law to be executed and/or attested by one or more officers of the Trust, the managing member of the Trustee shall be the chief executive officer and president of the Trust and any individual signing as such at the direction of the Trustee shall be the secretary of the Trust.

Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Trust may be removed, with or without cause, by the Trustee, and any subordinate officer or agent of the Trust may be removed, with or without cause, by the chief executive officer or the president of the Trust, but any such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Trust may resign at any time by delivering his or her resignation to the Trustee, or to the chief executive officer, president or secretary of the Trust, if one is then appointed. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Trust.

Section 3. CHIEF EXECUTIVE OFFICER. The Trustee may designate a chief executive officer. The chief executive officer shall have general responsibility for implementation of the policies of the Trust, as determined by the Trustee, and for the management of the business and affairs of the Trust. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Trustee or by these Bylaws to some other officer or agent of the Trust or shall be required by law to be otherwise executed; and in general shall perform all responsibilities and duties incident to the office of chief executive officer and such other responsibilities and duties as may be prescribed by the Trustee from time to time.

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Section 4. CHIEF OPERATING OFFICER. The Trustee may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Trustee or the chief executive officer.

Section 5. CHIEF FINANCIAL OFFICER. The Trustee may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Trustee or the chief executive officer.

Section 6. PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Trust. In the absence of a designation of a chief operating officer by the Trustee, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Trustee or by these Bylaws to some other officer or agent of the Trust or shall be required by law to be otherwise executed; and in general shall perform all responsibilities and duties incident to the office of president and such other responsibilities and duties as may be prescribed by the Trustee from time to time.

Section 7. VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the responsibilities and duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other responsibilities and duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Trustee. The Trustee may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility.

Section 8. SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the shareholders, the Trustee and committees of the Trustee, if any, in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the trust records and of the seal of the Trust; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) have general charge of the share transfer books of the Trust; and (f) in general perform such other responsibilities and duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Trustee.

Section 9. TREASURER. The treasurer shall have the custody of the funds and securities of the Trust, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Trust, shall deposit all moneys and other valuable effects in the name and to the credit of the Trust in such depositories as may be designated by the Trustee and in general perform such other responsibilities and duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Trustee. In the absence of a designation of a chief financial officer by the Trustee, the treasurer shall be the chief financial officer of the Trust.

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The treasurer shall disburse the funds of the Trust as may be ordered by the Trustee, taking proper vouchers for such disbursements, and shall render to the president and Trustee, at the regular meetings of the Trustee or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Trust.

Section 10. COMPENSATION. The compensation of the officers shall be fixed from time to time by or under the authority of the Trustee, except that the chief executive officer or president may, from time to time, set the compensation for any vice president or other subordinate officer. No officer shall be prevented from receiving such compensation by reason of the fact that he or she is also the Trustee.

ARTICLE IV

CONTRACTS, CHECKS AND DEPOSITS

Section 1. CONTRACTS. The Trustee may authorize any officer or agent of the Trust or the Trustee to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Trust and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Trust when duly authorized or ratified by action of the Trustee and executed by an authorized person.

Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Trust shall be signed by such officer or agent of the Trust or the Trustee in such manner as shall from time to time be determined by the Trustee.

Section 3. DEPOSITS. All funds of the Trust not otherwise employed shall be deposited or invested from time to time to the credit of the Trust as the Trustee, the chief executive officer, the president, the chief financial officer, or any other officer or agent of the Trust or the Trustee designated by the Trustee may determine.

ARTICLE V

SHARES

Section 1. CERTIFICATES. Except as may be otherwise provided by the Trustee, shareholders of the Trust are not entitled to certificates evidencing the shares of beneficial interest held by them. In the event that the Trust issues shares of beneficial interest evidenced by certificates, such certificates shall be in such form as prescribed by the Trustee or a duly authorized officer. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are evidenced by certificates.

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Section 2. TRANSFERS. All transfers of shares shall be made on the books of the Trust, by the holder of the shares, in person or by his or her attorney, in such manner as the Trustee or any officer of the Trust may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Trustee that such shares shall no longer be evidenced by certificates.

The Trust shall be entitled to treat the holder of record of any share of beneficial interest as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of beneficial interest will be subject in all respects to the Declaration of Trust and all of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE. The Trustee or any officer or agent of the Trust may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such shareholder and the Trustee has determined that such certificates may be issued. Unless otherwise determined by the Trustee or an officer or agent of the Trust, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Trust a bond in such sums as it may direct as indemnity against any claim that may be made against the Trust.

Section 4. FIXING OF RECORD DATE. The Trustee may set, in advance, a record date for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or determining shareholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of shareholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of shareholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of shareholders of record is to be held or taken.

When a record date for the determination of shareholders entitled to notice of and to vote at any meeting of shareholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting may be determined as set forth herein.

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Section 5. SHARE LEDGER. The Trust shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate share ledger containing the name and address of each shareholder and the number of shares of each class held by such shareholder.

Section 6. FRACTIONAL SHARES; ISSUANCE OF UNITS. The Trustee may authorize the Trust to issue fractional shares or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Declaration of Trust or these Bylaws, the Trustee may issue units consisting of different securities of the Trust. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Trust, except that the Trustee may provide that for a specified period securities of the Trust issued in such unit may be transferred on the books of the Trust only in such unit.

ARTICLE VI

ACCOUNTING

YEAR

The Trustee shall have the power, from time to time, to fix the fiscal year of the Trust.

ARTICLE VII

DISTRIBUTIONS

Section 1. AUTHORIZATION. Dividends and other distributions upon the shares of beneficial interest of the Trust may be authorized by the Trustee, subject to the provisions of law and the Declaration of Trust. Dividends and other distributions may be paid in cash, property or shares of beneficial interest of the Trust, subject to the provisions of law and the Declaration of Trust.

Section 2. CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Trust available for dividends or other distributions such sum or sums as the Trustee may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Trust or for such other purpose as the Trustee shall determine, and the Trustee may modify or abolish any such reserve.

ARTICLE

VIII SEAL

Section 1. SEAL. The Trustee may authorize the adoption of a seal by the Trust. The seal shall contain the name of the Trust and the year of its formation and the words “Formed Maryland.” The Trustee may authorize one or more duplicate seals and provide for the custody thereof.

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Section 2. AFFIXING SEAL. Whenever the Trust is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Trust.

ARTICLE IX

WAIVER OF

NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Declaration of Trust or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE X

AMENDMENT OF BYLAWS

The Trustee shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

ARTICLE XI

MISCELLANEOUS

All references to the Declaration of Trust shall include all amendments and supplements thereto.

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EX-4.1

Exhibit 4.1

	REPURCHASE AUTHORIZATION
	FOR The ExchangeRight Essential Income REIT

Use this form to request repurchase of your common shares in ExchangeRight Essential Income REIT. Please complete all sections below.

1. REPURCHASE FROM THE FOLLOWING ACCOUNT

Name(s) on the Account

Social Security Number/TIN

2.  REPURCHASE AMOUNT (Check one)	3.  REPURCHASE TYPE (Check one)
❑  All Shares	❑  Normal
❑  Number of Shares ________________________________________	❑  Death
❑  Dollar Amount $ _________________________________________	❑  Disability

Additional documentation is required if repurchasing due to Death or Disability.

Contact Investor Relations for detailed instructions at 855-379-8172.

4. SHARE REPURCHASE PLAN CONSIDERATIONS (Select only one)

Our share repurchase plan contains limitations on the number of shares that can be repurchased under the plan during any year. In addition to these limitations, we cannot guarantee that we will have sufficient funds to accommodate all repurchase requests made in any applicable repurchase period and we may elect to repurchase fewer shares than have been requested in any particular quarter, or none at all. If the number of shares subject to repurchase requests exceeds the then applicable limitations, or if we otherwise do not make all requested repurchases, generally each shareholder’s request will be reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability, exigent circumstance and mandatory distribution requirements under a shareholder’s IRA; provided that, we reserve the right to reject any request for repurchase and will not repurchase any shares that would result in a violation of the restrictions on ownership and transfer set forth in our declaration of trust. If repurchase requests are reduced on a pro rata basis, you may elect (at the time of your repurchase request) to either withdraw your entire request for repurchase or have your request honored on a pro- rata basis. If you wish to have the remainder of your initial request repurchased, you must resubmit a new repurchase request for the remaining amount. Please select one of the following options below. If an option is not selected, your repurchase request will be processed on a pro-rata basis, if needed.

❑ Process my repurchase request on a pro-rata basis.

❑ Withdraw (do not process) my entire repurchase request if amount will be reduced on a pro-rata basis.

5. COST BASIS SELECTION (Select only one)

U.S. federal income tax information reporting rules generally apply to certain transactions in our shares. Where they apply, the “cost basis” calculated for the shares involved will be reported to the Internal Revenue Service (“IRS”) and to you. Generally these rules apply to our shares. You should consult your own tax advisor regarding the consequences of these rules and your cost basis reporting options.

Indicate below the cost basis method you would like us to apply.

IMPORTANT: If an option is not selected, your cost basis will be calculated using the FIFO method.

❑ FIFO (First - In / First Out)

❑ LIFO (Last - In / First Out) Consult your tax advisor to determine whether this method is available to you.

❑ Specific Lots

If you have selected “Specific Lots,” please identify the lots below:

Date of Purchase:	Amount of Purchase:
Date of Purchase:	Amount of Purchase:
Date of Purchase:	Amount of Purchase:

6. AUTHORIZATION AND SIGNATURE

IMPORTANT: Signature Guarantee may be required if any of the following applies:

• Amount to be repurchased is $500,000 or more.

• The repurchase is to be sent to an address other than the address we have had on record for the past 30 days.

Investor Name (Please Print)   Signature Date

Co-Investor Name (Please Print)   Signature Date

Signature Guarantee	Custodian and/or Broker/Dealer Authorization
(Affix Medallion or Signature Guarantee Stamp Below)	(if applicable)
	Signature of Authorized Person

* Please refer to the confidential private placement memorandum (the “memorandum”) you received in connection with your initial investment in ExchangeRight Essential Income REIT, as amended by any amendments or supplements to that memorandum, for a description of the current terms of our share repurchase plan, which applicable share repurchase price is determined based on the schedule presented in the memorandum at the time of your initial investment. There are various limitations on your ability to request that we repurchase your shares. Our trustee may determine to amend, suspend or terminate our share repurchase plan without shareholder approval, and we may choose to repurchase fewer shares in any particular quarter (or none at all) if repurchase requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Trust as a whole, or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than repurchasing our shares is in the best interests of the Trust as a whole. Repurchase of shares, when requested, will generally be made as of the opening of the first calendar day of the following quarter; provided however, that the trustee may determine from time to time to adjust the timing of repurchases. All requests for repurchases must be received in good order by 4:00 p.m. (Pacific time) on the 5th business day prior to the end of each quarter. A shareholder may withdraw his or her repurchase request by notifying us in writing, directly or through the shareholder’s financial intermediary, at our mailing address noted below. Repurchase requests must be cancelled before 4:00 p.m. (Eastern time) on the 5th business day prior to the end of each quarter. We will determine the repurchase price set forth above based on the terms outlined in the memorandum under section “Early Repurchase Prices and Amounts” and based on our last published NAV (which will generally be the NAV we publish in the preceding quarter). We cannot guarantee that we will have sufficient available funds or that we will otherwise be able to accommodate any or all requests made in any applicable repurchase period.

An investor’s repurchase price schedule shall be based on the figures presented in the memorandum that is effective as of their subscription date regardless of any changes to the offering purchase price in subsequent memorandums. The following is the share repurchase schedule:

^○  beginning from the date of original subscription for the shares to be repurchased, 95% of the original purchase price;

^○  beginning one year from the date of original subscription for the shares to be repurchased, the lower of the original purchase price or NAV;

^○  beginning two years from the date of original subscription for the shares to be repurchased, the lower of the original purchase price plus a 40 basis points (“bps”) premium, or NAV;

^○  beginning three years from the date of original subscription for the shares to be repurchased, the lower of the original purchase price plus a 60 bps premium, or NAV;

^○  beginning four years from the date of original subscription for the shares to be repurchased, the lower of the original purchase price plus an 80 bps premium, or NAV; and

^○  beginning five years from the date of original subscription for the shares, the shares will be purchased at NAV.

Any proceeds due to investors for the shares to be repurchased through redemptions shall be reduced by amounts the special limited partner is entitled to receive for its incentive fee (i.e., a market value equal to 20% of the amount by which (i) the sum of the market value of our outstanding common shares and OP Units, plus total cash distributions made on our common shares and OP Units, exceeds (ii) the sum of our common shareholders’ and OP Unitholders’ invested capital plus total distributions required to be made to our common shareholders and OP Unitholders in order to pay the shareholders and OP Unitholders a 7% cumulative, non-compounded annual return on invested capital, reduced by any distributions previously made to the special limited partner). Such calculation shall be performed individually based on the dates corresponding to an investor’s investment that is being redeemed.

* Your repurchase payment will be sent to the account you have elected to receive distributions from ExchangeRight Essential Income REIT.

Email and Mail to: investors@exchangeright.com; ExchangeRight Income Fund Trustee, LLC c/o ExchangeRight Essential Income REIT, 1055 E. Colorado Blvd., Suite 310, Pasadena, CA 91106

Investor Relations: 855-379-8172

EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP

ExchangeRight Income Fund Operating Partnership, LP (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on January 9, 2019. This Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of April 4, 2022, among ExchangeRight Income Fund, a Maryland statutory trust (the “General Partner”), and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

WHEREAS, the General Partner and the original Limited Partners of the Partnership entered into a Limited Partnership Agreement of ExchangeRight Income Fund Operating Partnership, LP, dated as of January 9, 2019 (the “Original Agreement”);

WHEREAS, the General Partner and the original Limited Partners of the Partnership amended and restated the Original Agreement to, among other things, reflect that the Partnership will act as the operating partnership for the General Partner, which intends to qualify as a real estate investment trust, establish additional classes of Partnership Units, and make other conforming changes, as set forth in the Amended and Restated Limited Partnership Agreement, effective as of February 28, 2019 (the “First Amended and Restated LPA”);

WHEREAS, in connection with a contemporaneous amendment and restatement of the Declaration classifying an unlimited number of REIT Shares as Class I REIT Shares, the General Partner and the original Limited Partners of the Partnership amended and restated the First Amended and Restated LPA to, among other things, reclassify all authorized, issued and outstanding Common Units as Class I Common Units, as set forth in the Amended and Restated Limited Partnership Agreement, effective as of February 28, 2019 (the “Second Amended and Restated LPA”); and

WHEREAS, in connection with a contemporaneous the amendment of the Declaration classifying an unlimited number of REIT Shares as Class A REIT Shares, the General Partner, acting pursuant to a power contained in Section 4.3 of the Second Amended and Restated LPA, amended the Second Amended and Restated LPA to, among other things, classify and designate an unlimited number of Partnership Units as Class A Common Units, as set forth in the Amendment to Classify Common Units, dated April 2019 (the “First Amendment to Second Amended and Restated LPA”)

WHEREAS, in connection with a contemporaneous amendment and restatement of the Declaration classifying an unlimited number of REIT Shares as Class S REIT Shares, the General Partner, acting pursuant to a power contained in Section 4.3 of the Second Amended and Restated LPA, wishes to amend and restate the Second Amended and Restated LPA, as amended by the First Amendment to Second Amended and Restated LPA (the Second Amended and Restated LPA, as so amended, the “Current Agreement”), to, among other things, classify and designate an unlimited number of Partnership Units as Class A Common Units, and to otherwise restate the Current Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of mutual covenants between the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Current Agreement in its entirety and continue the Partnership as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, as follows:

ARTICLE 1

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time.

Additional Partnership Securities means any (i) any rights, options, warrants or convertible or exchangeable securities that entitle the holder thereof to subscribe for or purchase, convert such securities into or exchange such securities for, Junior Units, Preferred Units or other Partnership Interests, excluding Preferred Units and grants under any share incentive plan or plans now or hereafter adopted by the Partnership or the General Partner, or (ii) any debt securities issued by the Partnership that provide any of the rights described in clause (i).

Additional REIT Securities means any (i) any rights, options, warrants or convertible or exchangeable securities that entitle the holder thereof to subscribe for or purchase, convert such securities into or exchange such securities for, REIT Shares, Preferred Shares or other Shares, excluding Preferred Shares and grants under any share incentive plan or plans now or hereafter adopted by the Partnership or the General Partner, or (ii) any debt securities issued by the General Partner that provide any of the rights described in clause (i).

Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each Allocation Period (a) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (b) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704- 1(b)(2)(ii)(d)(5), and 1.701-4(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Administrative Expenses means (a) all administrative and operating costs and expenses incurred by the Partnership, (b) those administrative costs and expenses of the General Partner, including salaries or other payments, if any, to any directors, officers or employees of the General Partner, if any are elected or appointed, and any accounting and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (c) to the extent not included in clause (b) above, REIT Expenses; provided, however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership (other than this Partnership) that are owned by the General Partner directly.

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Advisor or Advisors means any Person or Persons, if any, hereafter appointed, employed or contracted with by the General Partner and responsible for directing or performing the day-to- day business affairs of the General Partner, including any Person to whom the Advisor hereafter subcontracts substantially all of such functions.

Advisory Agreement means the agreement among the Partnership, the General Partner and any Advisor, pursuant to which any such Advisor will direct or perform the day-to-day business affairs of the General Partner and the Partnership.

Affiliate or Affiliated means, as to any other Person, any of the following:

(a) any Person directly or indirectly owning, controlling or holding, with power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person;

(b) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with power to vote, by such other Person;

(c) any Person directly or indirectly controlling, controlled by or under common control with such other Person;

(d) any officer, director, trustee, manager, managing member or general partner of such other Person; and

(e) any legal entity for which such Person acts as an officer, director, trustee, manager, managing member or general partner.

Agreed Value means the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner and the General Partner.

Agreement means this Amended and Restated Limited Partnership Agreement, as amended, modified supplemented or restated from time to time, as the context requires.

Allocation Period means (a) the Partnership Year, or (b) any portion of the Partnership Year for which the Partnership is required to allocate Profit, Loss and other items of Partnership income, gain, loss deduction or credit for federal income tax purposes.

Book Value means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows: (a) the Book Value of any asset contributed by a Partner to the Partnership is the Agreed Value of such asset at the time of contribution; (b) the Book Value of all Partnership assets will be adjusted to equal their respective fair market values in accordance with Regulations Section 1.704-1(b)(2)(iv)(f) upon the occurrence of the events set forth in Section 4.6 of this Agreement; (c) the Book Value of any Partnership asset distributed to

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a Partner will be adjusted to equal the fair market value of such asset on the date of distribution; and (d) the Book Values of Partnership assets will be increased (or decreased) to reflect any adjustments in the adjusted basis of such assets pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Book Values will not be adjusted pursuant to clause (d) to the extent that the General Partner determines that an adjustment pursuant to clause (b) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to clause (d). If the Book Value of an asset has been determined or adjusted pursuant to clauses (a), (b) or (d) above, such Book Value will thereafter be adjusted by depreciation in respect of such asset computed in accordance with Regulations Section 1.704-1(b)(2)(iv)(f) for purposes of computing Profits and Losses.

Capital Account has the meaning provided in Section 4.6 hereof.

Capital Contribution means the total amount of cash, cash equivalents, and the Agreed Value of any Property or other asset (other than cash) contributed or agreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to the terms of this Agreement. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the Partnership Interest of such Partner.

Cash Amount means an amount of cash equal to the product of the Value of one REIT Share and the REIT Shares Amount on the date of receipt by the General Partner of a Notice of Redemption.

Certificate means any instrument or document that is required under the laws of the State of Delaware, or any other jurisdiction in which the Partnership conducts business, to be signed and sworn to by the Partners of the Partnership (either by themselves or pursuant to the power- of-attorney granted to the General Partner in Section 8.2 hereof) and filed for recording in the appropriate public offices within the State of Delaware or such other jurisdiction to perfect or maintain the Partnership as a limited partnership, to effect the admission, withdrawal, or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited partners under the laws of the State of Delaware or such other jurisdiction.

Class means a class or series (including a series of any class) of REIT Shares or Partnership Units, as the context may require.

Class A Common Unit means a Partnership Unit that is a Common Unit, which entitles the holder thereof to the rights of a holder of a Common Unit as provided in this Agreement and which Corresponds to a Class A REIT Share.

Class A Conversion Rate means a fraction, the numerator of which is the net asset value of the General Partner allocable to the Class A REIT Shares determined as described in the Class A Offering Memorandum, divided by the number of outstanding Class A REIT Shares, and the denominator of which is the net asset value of the General Partner allocable to the Class I Common Shares determined as described in Class A Offering Memorandum, divided by the number of outstanding Class I Common Shares immediately prior to the Conversion Event.

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Class A Offering Memorandum means that certain Confidential Private Placement Memorandum of the General Partner, dated April 4, 2022, with respect to Class A REIT Shares of the General Partner, in such form (including any amendments or supplements thereto) as approved by or at the direction of the Trustee.

Class A REIT Share means a Class A Common Share in the General Partner, the terms of which are set forth in the Declaration.

Class I Common Unit means a Partnership Unit that is a Common Unit, which entitles the holder thereof to the rights of a holder of a Common Unit as provided in this Agreement and which Corresponds to a Class I REIT Share.

Class I REIT Share means a Class I Common Share in the General Partner, the terms of which are set forth in the Declaration.

Class S Common Unit means a Partnership Unit that is a Common Unit, which entitles the holder thereof to the rights of a holder of a Common Unit as provided in this Agreement and which Corresponds to a Class S REIT Share.

Class S Conversion Rate means a fraction, the numerator of which is the net asset value of the General Partner allocable to the Class S REIT Shares determined as described in the Class A Offering Memorandum, divided by the number of outstanding Class S REIT Shares, and the denominator of which is the net asset value of the General Partner allocable to the Class I Common Shares determined as described in Class S Offering Memorandum, divided by the number of outstanding Class I Common Shares immediately prior to the Conversion Event.

Class S Offering Memorandum means that certain Confidential Private Placement Memorandum of the General Partner, dated April 4, 2022, with respect to Class S REIT Shares of the General Partner, in such form (including any amendments or supplements thereto) as approved by or at the direction of the Trustee.

Class S REIT Share means a Class S Common Share in the General Partner, the terms of which are set forth in the Declaration.

Code means the Internal Revenue Code of 1986, as amended, and as hereafter amended from time to time. Reference to any particular provision of the Code shall mean that provision in the Code at the date hereof and any successor provision of the Code.

Common Unit means, regardless of the applicable Class of such Common Unit, a Partnership Unit entitling the holder thereof to the rights of a holder of a Common Unit, both generally as a holder of a Common Unit and as a holder of the specific Class of Partnership Units, each as provided in this Agreement.

Conversion Event means the Listing of any Class of REIT Shares or an Extraordinary Transaction (without regard to whether or how long the securities to be received by the holders of REIT Shares in such Extraordinary Transaction are listed on a national securities exchange).

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Corresponding means, with respect to a Class of Partnership Units and a Class of Shares, a Class of Partnership Units and a Class of Shares that have substantially the same rights as to distributions, other than distributions upon liquidation, dissolution or winding up of the Partnership and otherwise have economic rights that have substantially the same effect or are intended to preserve the proportionate numbers of, and economic equivalence between, the outstanding Partnership Units and outstanding Shares of such Classes, and with respect to a Class of Additional Partnership Securities and a Class of Additional REIT Securities, a Class of Additional Partnership Securities and a Class of Additional REIT Securities that have rights as to conversion, redemption, exchange or exercise that have substantially the same effect or are intended to preserve the proportionate numbers of, and economic equivalence between, Corresponding Classes of outstanding Partnership Units and outstanding Shares. The terms Correspond and Corresponds shall have correlative meanings. For the avoidance of doubt, the conversion rights, redemption rights, voting powers and restrictions on ownership or transfer of a class of Class of Partnership Units may differ from those of the Corresponding Class of Shares, to the extent that such differences are intended to preserve the proportionate number of outstanding Partnership Units and Shares of each such Class or otherwise preserve the economic equivalence of ownership of a Partnership Unit and Share of each such Class.

Declaration means the General Partner’s Declaration of Trust, as amended, supplemented, or restated from time to time.

DST Program means Delaware statutory trust programs, sponsored by the Sponsor, syndicating ownership in investment-grade single-tenant, net leased retail properties in transactions that qualify for an exchange under Section 1031 of the Code or any other similar programs sponsored by the Sponsor.

Event of Bankruptcy as to any Person means the filing of a petition for relief as to such Person as debtor or bankrupt under the U.S. Bankruptcy Code or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court proceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of his assets; commencement of any proceedings relating to such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is commenced by another, such Person indicates his approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.

Extraordinary Transaction means any merger, consolidation, transfer of all or substantially all of the assets or other business combination of the Partnership or the General Partner, as a result of which all outstanding REIT Shares are cancelled in exchange for the right to receive cash or securities that have been, as of the closing date of such transaction, listed on a national securities exchange for at least 180 days, or a combination thereof.

GAAP means generally accepted accounting principles consistently applied as used in the United States.

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General Partner means ExchangeRight Income Fund, a Maryland statutory trust, or any other Person who is admitted from time to time as a substitute or additional General Partner as provided herein and in the Act, and any of their successors as General Partner, in each case, that has not ceased to be a general partner of the Partnership as provided herein and in the Act, in such Person’s capacity as a general partner of the Partnership.

General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest. The number of Common Units held by the General Partner equal to one percent (1%) of all outstanding Common Units from time to time is hereby designated as the General Partnership Interest.

Hurdle Amount means, as of any date, the excess, if any, of (a) the Priority Return on the Net Capital Contribution Amount as of such date, calculated like simple interest on a daily basis (based on a 365-day year), provided, that, for purposes of calculating such Priority Return, the Net Capital Contribution Amount shall also be determined on a daily basis taking into account the dates on which Capital Contributions, distributions under Section 5.2(a)(iii) and payments of Cash Amounts to redeem or in exchange for Common Units under Section 8.5(a), 8.5(b) or 4.11(c) are made or deemed to be made, over (b) all distributions made pursuant to Section 5.2(a)(ii).

Incentive Distribution Upon Extraordinary Transaction means, with respect to an Extraordinary Transaction, 20% of the amount by which (a) the value of all consideration paid to holders of Common Units of any Class (not including the General Partner) and holders of REIT Shares of any Class(es) pursuant to such Extraordinary Transaction exceeds (b) the sum of the Net Capital Contribution Amount of such Common Units and the Hurdle Amount of such Common Units on the date on which such Incentive Distribution Upon Extraordinary Transaction is payable, in the form of consideration of the same type as is received by holders of REIT Shares of the Corresponding Class(es) in such Extraordinary Transaction (and if such holders of REIT Shares receive a mix of cash and listed securities in exchange for their REIT Shares, or have the right to elect the form of consideration to be received in exchange for their REIT Shares in connection with such Extraordinary Transaction, in the form of consideration in the combination of types received by a plurality of such holders of REIT Shares). For purposes of determining the amount of any Incentive Distribution Upon Extraordinary Transaction, the value of any consideration paid to holders of REIT Shares or Junior Units in the form of listed securities will be the volume-weighted average trading price per security over the 30-day period ending on the date on which the Incentive Distribution Upon Extraordinary Transaction is payable.

Incentive Listing Distribution means 20% of the amount by which (a) the Market Value exceeds (b) the sum of the Net Capital Contribution Amount and the Hurdle Amount on the date on which such Incentive Listing distribution is payable.

Indemnitee means (a) the General Partner or a trustee, officer or employee of the General Partner, (b) any member, manager or agent or employee of the Trustee, (c) any Advisor or a director, officer, manager, member, employee of such an Advisor or another agent of the Advisor if such agent is an Affiliate of the Advisor and (d) such other Persons (including Affiliates of the General Partner, the Advisor or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.

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Joint Venture or Joint Ventures means those joint venture or general partnership arrangements in which the General Partner or the Partnership is a co-venturer or general partner which are established to acquire Properties.

Junior Unit means a Partnership Unit that is not a Preferred Unit, and includes the Common Units.

Limited Partner means each Person that is from time to time admitted as a limited partner of the Partnership as provided herein and in the Act, including any Substitute Limited Partner, each as shown as such on the Register or the other the books and records of the Partnership, in each case, that has not ceased to be a limited partner of the Partnership as provided herein and in the Act, in such Person’s capacity as a Limited Partner in the Partnership. A Limited Partner may hold Junior Units, Preferred Units, or both, in such Person’s capacity as a limited partner of the Partnership.

Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act. All Partnership Units held from time to time by the Person who is the General Partner that are not designated as a General Partnership Interest in accordance with the definition thereof shall constitute a Limited Partnership Interest held by such Person, and such Person shall also have the rights (including the voting rights) of a Limited Partner with respect to such Limited Partnership Interest.

Liquidation Preference means, with respect to any Preferred Unit as of any date of determination, the amount (including distributions accumulated, due or payable through the date of determination) payable with respect to such Preferred Unit (as established by the instrument designating such Preferred Unit) upon the voluntary or involuntary dissolution or winding up of the Partnership as a preference over distributions to Partnership Units ranking junior to such Preferred Unit.

Listing means the approval for listing of REIT Shares of any Class issued by the General Partner pursuant to an effective registration statement on a National Securities Exchange. Upon Listing, the REIT Shares of such Class shall be deemed Listed.

Loss has the meaning provided in Section 5.1(f) hereof.

Market Value means the aggregate market value of all outstanding Common Units (including Common Units held by the General Partner), with the market value of each Common Unit being (a) if the Class of REIT Shares that Corresponds to Common Units of such Class is Listed, the volume-weighted average trading price per REIT Share of such Corresponding Class over the 30-day period ending on the date on which the Incentive Listing Distribution is payable and (b) if the Class of REIT Shares that Corresponds to Common Units of such Class is not Listed, the volume-weighted average trading price per Listed REIT Share over the 30-day period ending on the date on which the Incentive Listing Distribution is payable multiplied by a fraction, the numerator of which is the Net Asset Value per REIT Share of such Corresponding Class and the denominator of which is the Net Asset Value per Listed REIT Share.

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National Securities Exchange means any securities exchange registered with the SEC pursuant to Section 6 of the Securities Exchange Act of 1934, as amended.

Net Asset Value means for any REIT Shares, the net asset value of such REIT Shares, determined as of the last day of each calendar quarter as described in the Offering Memorandum.

Net Asset Value Per REIT Share means, for each Class of REIT Shares, the net asset value per share of such Class of REIT Shares, determined as of the last day of each calendar quarter as described in the Offering Memorandum.

Net Capital Contribution Amount means the excess of (a) the aggregate amount of Capital Contributions made, or deemed to have been made pursuant to Section 4.3(b), in exchange for the issuance of Junior Units, over (b) in each case, without duplication, all distributions made pursuant to Section 5.2(a)(iii) plus the aggregate Cash Amounts distributed by the Partnership to redeem Common Units pursuant to Section 8.5(a) or paid by the General Partner in exchange for Common Units pursuant to Section 8.5(b) plus all amounts paid to redeem Common Units pursuant to Section 4.11(c).

Notice of Redemption means the Notice of Exercise of Redemption Right substantially in the form attached as Exhibit A hereto.

Offering means an offering of Shares that is either (a) registered with the SEC, or (b) exempt from such registration, excluding Shares offered under any employee benefit plan.

Offering Memorandum means that certain Confidential Private Placement Memorandum of the General Partner, dated April 4, 2022, with respect to the Class I REIT Shares, in such form (including any amendments or supplements thereto) as approved by or at the direction of the Trustee.

Partner means any General Partner, Limited Partner or Special Limited Partner.

Partner Nonrecourse Debt Minimum Gain has the meaning set forth in Regulations Section 1.704-2(i). A Partner’s share of Partner Nonrecourse Debt Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(i)(5).

Partnership means ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership.

Partnership Interest means an ownership interest in the Partnership held by a Limited Partner, a Special Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

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Partnership Minimum Gain has the meaning set forth in Regulations Section 1.704-2(d). In accordance with Regulations Section 1.704-2(d), the amount of Partnership Minimum Gain is determined by first computing, for each Partnership nonrecourse liability, any gain the Partnership would realize if it disposed of the property subject to that liability for no consideration other than full satisfaction of the liability, and then aggregating the separately computed gains. A Partner’s share of Partnership Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(g)(1).

Partnership Record Date means the record date established by the General Partner for the determination of holders of any Class of Partnership Units entitled to receive any distribution of cash pursuant to Section 5.2 hereof, which record date shall be the same as the record date established by the General Partner for a distribution to its beneficial owners of the Corresponding Class of REIT Shares, or for the determination of Partners entitled to notice of, or to vote on, any matter or receive any other allocation of rights.

Partnership Unit means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder, including Junior Units, but excluding the Special Limited Partner Interest. Without limitation on the authority of the General Partner as set forth in Section 4.4 hereof, the General Partner may designate any Partnership Units, when issued, as Common Units or Preferred Units, may establish any other Class of Partnership Units. The allocation of Partnership Units among the Partners shall be as set forth from time to time in the Register.

Partnership Unit Designation has the meaning provided in Section 4.3(a) hereof.

Partnership Year means the fiscal year of the Partnership, which shall be the calendar year unless another period is specified by the General Partner.

Percentage Interest means as to a Partner, except to the extent specifically set forth in any Partnership Unit Designation (a) with respect to any Class of Partnership Units held by such Partner, such Partner’s interest in such Class of Partnership Units as determined by dividing the number of Partnership Units in such Class owned by such Partner by the total number of Partnership Units in such Class then outstanding and (b) with respect to all Classes of Partnership Units held by such Partner, such Partner’s interest in the Partnership as determined by dividing the total number of Partnership Units of all Classes owned by such Partner by the total number of Partnership Units of all Classes then outstanding. For purposes of determining the rights and relationships among the various Classes of Partnership Units, Preferred Units shall not be considered to have any share of the aggregate Percentage Interest in the Partnership unless, and only to the extent, provided otherwise in the instrument creating such Class of Preferred Units.

Person means any individual, partnership, limited liability company, corporation, joint venture, trust or other entity.

Preferred Share means any preferred share of beneficial interest in the General Partner (or preferred equity interest in a successor entity, as the case may be).

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Preferred Unit means any Partnership Unit issued from time to time pursuant to Section 4.3 hereof that is specifically designated by the General Partner at the time of its issuance as a Preferred Unit. Each Class of Preferred Units shall have such designations, preferences, and relative, participating, optional, or other special rights, powers, and duties, including rights, powers and duties senior to the Junior Units, all as determined by the General Partner, subject to compliance with the requirements of Section 4.3 hereof.

Priority Return means a seven percent (7%) cumulative, non-compounded pre-tax annual return (based on a 365-day year).

Profit has the meaning provided in Section 5.1(f) hereof.

Property or Properties means the real properties or real estate investments which are acquired by the General Partner either directly or through the Partnership, Joint Ventures, partnerships or other entities.

Redeemed Partner has the meaning provided in Section 8.5(a) hereof.

Redemption Amount means either the Cash Amount or the REIT Shares Amount, as selected by the General Partner in its sole and absolute discretion pursuant to Section 8.5(b) hereof.

Redemption Right has the meaning provided in Section 8.5(a) hereof.

Register means a register maintained by the General Partner in accordance with the terms of this Agreement containing the name and address of, and the number of Partnership Units of each Class held by, each Partner, and such other information as the General Partner may deem necessary or desirable.

Regulations means the Federal income tax regulations promulgated under the Code, as amended and as hereafter amended from time to time. Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of the Regulations.

Regulatory Allocations has the meaning set forth in Section 5.1(g) hereof.

REIT means a real estate investment trust under Sections 856 through 860 of the Code.

REIT Distribution Requirement means, with respect to the General Partner, the amount that the General Partner must distribute to its Shareholders in order to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid any federal income or excise tax liability imposed by the Code.

REIT Expenses means (a) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, if any are elected or appointed, (b) costs and expenses relating to any Offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation,

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underwriting discounts and sales commissions applicable to any such Offering of securities, any shareholder servicing fees and distribution fees, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (c) costs and expenses associated with any repurchase of any securities by the General Partner, (d) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the SEC, (e) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory or self-regulatory body, including the SEC, and any National Securities Exchange upon which any REIT Shares are Listed, (f) any advisory fee payable to any Advisor under any applicable Advisory Agreement and other fees and expenses payable to other service providers of the General Partner, (g) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, including the costs and expenses relating to the registration of any securities issued pursuant to any such plan, (h) costs and expenses incurred by the General Partner relating to any issuance, exchange, repurchase or redemption of Partnership Interests, and (i) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

REIT Share means a common share of beneficial interest in the General Partner (or common equity security in a successor entity, as the case may be), $0.01 par value per share, without regard to class, the terms and conditions of which are set forth in the Declaration.

REIT Shares Amount, with respect to any Partnership Units of any Class tendered for redemption by an Redeemed Partner pursuant to Section 8.5, means a number of REIT Shares equal to the number of such Partnership Units of the Class Corresponding to the Class of Partnership Units tendered for redemption (and if Partnership Units of multiple Classes are tendered for redemption, the REIT Shares Amount shall be determined separately for each Class of Partnership Units); adjusted, if necessary, in accordance with the principles of Section 4.3(a)(iii); provided that, in the event the General Partner issues to all holders of REIT Shares of any Class rights, options, warrants or convertible or exchangeable securities entitling the Shareholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled to rights.

SEC means the Securities and Exchange Commission.

Service means the Internal Revenue Service.

Special Limited Partner means ExchangeRight Income Fund GP, LLC, a Delaware limited liability company, or any other Person who is admitted from time to time as a substitute or additional Special Limited Partner as provided herein, and any of their successors as Special Limited Partner, in each case, that has not ceased to be a general partner of the Partnership as provided herein and in the Act, in such Person’s capacity as a Special Limited Partner of the Partnership.

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Special Limited Partner Interest means the interest of the Special Limited Partner in the Partnership representing its right as the holder of an interest in distributions described in Section 5.2 hereof (and any corresponding allocations of income, gain, loss and deduction under this Agreement), and not any interest in Partnership Units it may own from time to time.

Sponsor means ExchangeRight Real Estate, LLC, a California limited liability company, an Affiliate of the General Partner and the Special Limited Partner.

Shares means shares of beneficial interest in the General Partner of any class or series, including REIT Shares or preferred shares of beneficial interest (or equity securities in a successor entity, as the case may be).

Specified Redemption Date means the first business day of the month that is at least 60 business days after the receipt by the General Partner of the Notice of Redemption.

Shareholders means the registered holders of Shares.

Subsidiary means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

Subsidiary Partnership means any partnership of which the partnership interests therein are owned by the General Partner or a direct or indirect Subsidiary of the General Partner.

Substitute Limited Partner means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.3 hereof.

Surviving General Partner has the meaning set forth in Section 7.1(c) hereof.

Transaction has the meaning set forth in Section 7.1(b) hereof.

Transfer has the meaning set forth in Section 9.2(a) hereof.

Trustee means the trustee of the General Partner.

Value means, with respect to any REIT Shares of a Class, the average of the daily market price of a REIT Share of such Class for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (a) if REIT Shares of such Class are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (b) if REIT Shares of such Class are not Listed, the Net Asset Value Per REIT Share of such Class for the REIT Shares of that Class; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the Value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares of any Class would be entitled to receive, then the Value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

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ARTICLE 2

PARTNERSHIP FORMATION AND IDENTIFICATION

2.1. Formation. The Partnership was formed as a limited partnership pursuant to the Act for the purposes and upon the terms and conditions set forth in this Agreement.

2.2. Name, Office and Registered Agent. The name of the Partnership is ExchangeRight Income Fund Operating Partnership, LP. The principal office and place of business of the Partnership shall be located at 1055 E. Colorado Blvd., Suite 310, Pasadena, CA 91106 or any other place selected by the General Partner. The name and address of the Partnership’s registered agent is Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware, 19808, or any other registered agent selected by the General Partner. The sole duty of the registered agent as such is to forward to the Partnership any notice that is served on him as registered agent.

2.3. Partners.

(a) The General Partner of the Partnership is ExchangeRight Income Fund, a Maryland statutory trust. Its principal place of business is the same as that of the Partnership.

(b) The Limited Partners are those Persons identified as Limited Partners in the Register from time to time.

2.4. Term and Dissolution.

(a) The Partnership shall have perpetual duration, except that the Partnership shall be dissolved upon the first to occur of any of the following events:

(i) The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of the last remaining General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership or limited liability company, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership or member of such limited liability company shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partners or members, either alone or with additional partners or members, and such General Partner and such partners or members comply with any other applicable requirements of this Agreement; or

(ii) The election by the General Partner that the Partnership should be dissolved.

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(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations) or (ii) distribute the assets to the Partners in kind.

2.5. Filing of Certificate and Perfection of Limited Partnership. The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, the Certificate and any and all amendments thereto and shall use commercially reasonable efforts to execute, acknowledge, record and file all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

2.6. Certificates Describing Partnership Units. Upon the request of a Limited Partner, the Partnership may, at the option of the General Partner, issue a certificate summarizing the terms of such Limited Partner’s interest in the Partnership, including the number and Class of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (a) shall be in form and substance as approved by the General Partner, (b) shall not be negotiable and (c) shall bear a legend to the following effect:

THIS CERTIFICATE IS NOT NEGOTIABLE. THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE ARE GOVERNED BY AND TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP, AS AMENDED FROM TIME TO TIME.

ARTICLE 3

BUSINESS OF THE PARTNERSHIP

The purpose and nature of the business to be conducted by the Partnership is (a) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, (b) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (c) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to cease qualifying as a REIT, the Partners acknowledge that the General Partner’s current status as a REIT and the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Declaration. The General Partner shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

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ARTICLE 4

CAPITAL CONTRIBUTIONS AND ACCOUNTS

4.1. Capital Contributions. The General Partner and the Limited Partners have made Capital Contributions to the Partnership in exchange for the Partnership Interests set forth in the Register.

4.2. Classes of Partnership Units. The General Partner is hereby authorized to cause the Partnership to issue Partnership Units designated as Common Units including, but not limited to, Class A Common Units, Class I Common Units and Class S Units. The Common Units shall have the rights and obligations attributed to that Class under this Agreement.

(a) Class A Common Units.

(i) General. Except as otherwise set forth in this Section 4.2(a), each Class A Common Unit is a Common Unit which entitles the holder thereof to the rights of a holder of a Common Unit as provided in this Agreement and which Corresponds to a Class A REIT Share of the General Partner, the terms and conditions of which are set forth in the Declaration.

(ii) Distributions. For purposes of distributions payable to Junior Units pursuant to Section 5.2(a) of this Agreement, the holders of Class A Common Units shall be entitled to share in amounts distributable to the holders of Junior Units, including the Class I Common Units and the Class S Common Units, and, except as may be provided in the terms of any other Class of Common Units, pro rata, based on the total number of Class A Common Units outstanding and by the total number of Common Units of such other Class or Classes outstanding, in each case as of the record date for such distribution.

(iii) Conversion of Class A Common Units. Each Class A Common Unit held by a Limited Partner shall automatically and without any action on the part of the Limited Partner convert into a number of Class I Common Units equal to the Class A Conversion Rate upon a Conversion Event unless, at least five (5) days before the effective date of such Conversion Event, the General Partner determines, in its sole and absolute discretion, that such conversion shall not occur in connection with such Conversion Event, but any such determination shall not preclude the conversion of Class A Common Units into Class I Common Units in connection with the occurrence of any successive Conversion Event.

(b) Class I Common Units.

(i) General. Except as otherwise set forth in this Section 4.2(b), each Class I Common Unit is a Common Unit which entitles the holder thereof to the rights of a holder of a Common Unit as provided in this Agreement and which Corresponds to a Class I Common Share of the General Partner, the terms and conditions of which are set forth in the Declaration.

(ii) Distributions. For purposes of distributions payable to Junior Units pursuant to Section 5.2(a) of this Agreement, the holders of Class I Common Units shall be entitled to share in amounts distributable to the holders of Junior Units, including the Class I Common Units and, except as may be provided in the terms of any other Class of Common Units, pro rata, based on the total number of Class A Common Units outstanding and by the total number of Common Units of such other Class or Classes outstanding, in each case as of the record date for such distribution.

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(c) Class S Common Units.

(i) General. Except as otherwise set forth in this Section 4.2(c), each Class S Common Unit is a Common Unit which entitles the holder thereof to the rights of a holder of a Common Unit as provided in this Agreement and which Corresponds to a Class S REIT Share of the General Partner, the terms and conditions of which are set forth in the Declaration.

(i) Distributions. For purposes of distributions payable to Junior Units pursuant to Section 5.2(a) of this Agreement, the holders of Class S Common Units shall be entitled to share in amounts distributable to the holders of Junior Units, including the Class A Common Units and the Class I Common Units, and, except as may be provided in the terms of any other Class of Common Units, pro rata, based on the total number of Class S Common Units outstanding and by the total number of Common Units of such other Class or Classes outstanding, in each case as of the record date for such distribution.

(ii) Conversion of Class S Common Units. Each Class S Common Unit held by a Limited Partner shall automatically and without any action on the part of the Limited Partner convert into a number of Class I Common Units equal to the Class S Conversion Rate upon a Conversion Event unless, at least five (5) days before the effective date of such Conversion Event, the General Partner determines, in its sole and absolute discretion, that such conversion shall not occur in connection with such Conversion Event, but any such determination shall not preclude the conversion of Class S Common Units into Class I Common Units in connection with the occurrence of any successive Conversion Event.

4.3. Additional Capital Contributions and Issuances of Additional Partnership Interests. Except as provided in this Section 4.3 or in Section 4.4, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, but only in the manner contemplated in this Section 4.3.

(a) Issuances of Additional Partnership Interests.

(i) General. Subject to Section 4.3(a)(ii), the General Partner may cause the Partnership to issue additional Partnership Interests, in the form of Partnership Units of any Class, for any Partnership purpose, at any time or from time to time, to the Partners (including the General Partner) or to other Persons, and to admit such Persons as additional Limited Partners, for such consideration and on such terms and conditions as shall be established by the General Partner, all without the approval of any Limited Partner or any other Person. Without limiting the foregoing, the General Partner may cause the Partnership to issue Partnership Units (A) upon the conversion, redemption or exchange of any debt, Partnership

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Units, or other securities issued by the Partnership, (B) for less than fair market value, (C) for no consideration, (D) in connection with any merger or consolidation of any other Person into the Partnership, or (E) upon the contribution of property or assets to the Partnership. Any additional Partnership Interests may be issued in one or more Classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to any Junior Units, as shall be determined by the General Partner, without the approval of any Limited Partner or any other Person, and set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by this reference (each, a “Partnership Unit Designation”). Without limiting the generality of the foregoing, the General Partner may specify the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests. Except to the extent specifically set forth in any Partnership Unit Designation, a Partnership Interest of any Class other than a Junior Unit shall not entitle the holder thereof to vote on, or consent to, any matter. Upon the issuance of any additional Partnership Interest, the General Partner shall amend the Register and the books and records of the Partnership as appropriate to reflect such issuance.

(ii) Issuances to the General Partner. No additional Partnership Interests or Additional Partnership Securities shall be issued to the General Partner unless:

(A) (1) the additional Partnership Interests or Additional Partnership Securities are issued in connection with an issuance of an equal number (subject to adjustment in accordance with the principles of Section 4.3(a)(iii)) of a Corresponding Class of Shares or Additional REIT Securities in accordance with this Section 4.3 and (2) (I) such Shares or Additional REIT Securities are issued to the Partnership in consideration for the issuance of such additional Partnership Interests or Additional Partnership Securities to the General Partner, (II) the additional Partnership Interests or Additional Partnership Securities are issued upon the conversion, redemption, exercise, exchange or repurchase of outstanding Partnership Interests or Additional Partnership Securities, or debt securities issued by the Partnership that are convertible into or exchangeable for the additional Shares referenced in clause (A)(1), above, or (III) the General Partner makes a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with the issuance of such Shares or Additional REIT Securities;

(B) the additional Partnership Interests or Additional Partnership Securities are issued in exchange for property owned by the General Partner with a fair market value, as determined by the General Partner, in good faith, equal to the value of the Partnership Interests;

(C) the additional Partnership Interests or Additional Partnership Securities are issued to all Partners holding Partnership Units in proportion to their respective Percentage Interests; or

(D) the additional Partnership Interests or Additional Partnership Securities are issued in accordance with Section 4.4 or Section 4.11.

The limitations set forth in this Section 4.3(a)(ii) shall not limit the power of the General Partner to acquire Partnership Interests from other Partners, pursuant to this Agreement or otherwise.

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(iii) Adjustment Events. In the event the General Partner (A) declares or pays a dividend on any Class of its outstanding REIT Shares in REIT Shares of such Class or makes a distribution to all holders of any Class of its outstanding REIT Shares in REIT Shares of such Class, (B) subdivides any Class of its outstanding REIT Shares, or (C) combines the outstanding REIT Shares of any Class into a smaller number of REIT Shares of such Class, then the number of outstanding Partnership Units of the applicable Class shall be adjusted automatically, and without any amendment to this Agreement or consent or approval of any Limited Partner, as necessary to maintain the proportionate relationship between the number of outstanding Partnership Units of such Class to the number of outstanding REIT Shares of the Corresponding Class. Additionally, in the event that any other entity shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity or the division of the General Partner into more than one entity (the “Successor Entity”), the number of outstanding Partnership Units of each affected Class shall be adjusted automatically, and without any amendment to this Agreement or consent or approval of any Limited Partner, by multiplying such number by the number of shares of the Successor Entity into which one REIT Share of the Corresponding Class is converted pursuant to such merger, consolidation, combination or division, determined as of the date of such merger, consolidation, combination or division. Any such adjustment to the number of outstanding Partnership Units of any Class shall become effective immediately after the effective date of such event, retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date, of such dividend, distribution, subdivision, or combination, or such merger, consolidation, combination or division, the number of outstanding Partnership Units of any Class shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision, or combination or such merger, consolidation, combination or division. If the General Partner takes any other action affecting its Shares of any Class other than actions specifically described above and, the General Partner determines that such action would require an adjustment to the number of Partnership Units of the Corresponding Class to maintain the proportionate relationship between the number of outstanding Partnership Units of such Class to the number of outstanding Shares of the Corresponding Class, the number of Partnership Units of such Class, shall be adjusted automatically, and without any amendment to this Agreement or consent or approval of any Limited Partner, at the time specified by the General Partner in its determination, as the General Partner has determined to be necessary to maintain the proportionate relationship between the number of outstanding Partnership Units of such Class to the number of outstanding Shares of the Corresponding Class.

(b) Certain Deemed Contributions of Proceeds of Issuance of REIT Shares. In connection with any and all issuances of REIT Shares, the General Partner shall make Capital Contributions to the Partnership of the proceeds therefrom, provided that, if the proceeds actually received and contributed by the General Partner are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in accordance with Section 6.2 hereof and in connection with the required issuance of additional Partnership Units to the General Partner for such Capital Contributions pursuant to Section 4.3(a)(iii) hereof.

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(c) Issuance of Shares or Additional REIT Securities by the General Partner. Except as provided in Section 4.4 or Section 4.11, or in connection with the acquisition by the General Partner of Partnership Interests of a Class that Correspond to such additional Shares, the General Partner shall not issue any additional Shares or Additional REIT Securities unless (i) the Partnership issues Partnership Interests or Additional Partnership Securities to the General Partner that Correspond to the additional Shares or Additional REIT Securities in an equal number (subject to adjustment in accordance with the principles of Section 4.3(a)(iii)) and (ii) (A) such additional Shares or Additional REIT Securities are issued to the Partnership in consideration for the issuance of the Corresponding additional Partnership Interests or Additional Partnership Securities, (B) the additional Shares or Additional REIT Securities are issued upon the conversion, redemption, exercise, exchange or repurchase of outstanding Shares or Additional REIT Securities, or debt securities issued by the Partnership that are convertible into or exchangeable for the additional Shares referenced in clause (c)(i), above, (C) the additional Shares or Additional REIT Securities are issued pro rata to the holders of all outstanding Shares of any Class or (D) the General Partner contributes the net proceeds from the issuance of such additional Shares or Additional REIT Securities and from any exercise of rights contained in such additional Shares or Additional REIT Securities to the Partnership; provided, however, that the General Partner may issue additional Shares or Additional REIT Securities in connection with an acquisition of a Property to be held directly by the General Partner, but if and only if, such direct acquisition and issuance of additional Shares or Additional REIT Securities have been approved and determined to be in the best interests of the General Partner and the Partnership, collectively, by the Trustee. Without limiting the foregoing, the General Partner is expressly authorized to issue additional Shares or Additional REIT Securities for less than fair market value, or for no consideration, and to cause the Partnership to issue to the General Partner Corresponding Partnership Interests or Additional Partnership Securities, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, collectively. For example, and without limiting the foregoing, in the event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the Partnership shall issue to the General Partner an equal number of additional Partnership Units of the Class of Partnership Units that Corresponds to the Class of REIT Shares so issued by the General Partner.

Section 4.4 Share Incentive Plans; Dividend Reinvestment Plans; Cash Option Purchase Plans and Other Plans.

(a) Nothing in this Agreement shall be construed or applied to preclude or restrain the General Partner from adopting, modifying or terminating share incentive plans for the benefit of employees, directors, trustees, members, managers or business associates of the General Partner, the Partnership, any Advisor or any of their Affiliates or from issuing Shares or Additional REIT Securities pursuant to any such plans. The General Partner may implement such plans and any actions taken under such plans (such as the grant or exercise of options to acquire REIT Shares, or the issuance of restricted REIT Shares and the issuance of Corresponding Partnership Units), whether taken with respect to or by an employee or other service provider of the General Partner, the Partnership or its Subsidiaries, in a manner determined by the General Partner, which may be set forth in plan implementation guidelines that the General Partner may establish or amend from time to time without the consent or approval of any Limited Partner. The Partnership is expressly authorized to issue Partnership Units or Additional Partnership

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Securities (i) in accordance with the terms of any such stock incentive plans or plan implementation guidelines or (ii) in an amount equal to the number of REIT Shares or Additional REIT Securities issued pursuant to any such stock incentive plans (subject to adjustment in accordance with the principles of Section 4.3(a)(iii)), without any further act, approval or vote of any Partner or any other Persons.

(b) Except as may otherwise be provided in this Article 4, all amounts received or deemed received by the General Partner in respect of any dividend reinvestment plan, cash option purchase plan, stock incentive or other stock or subscription plan or agreement, either (i) shall be utilized by the General Partner to effect open market purchases of REIT Shares or (ii) if the General Partner elects instead to issue new REIT Shares with respect to such amounts, shall be contributed by the General Partner to the Partnership in exchange for additional Partnership Units. Upon such contribution, the Partnership will issue to the General Partner an equal number of Partnership Units of a Class that Corresponds to the Class of REIT Shares so issued (subject to adjustment in accordance with the principles of Section 4.3(a)(iii)).

Section 4.5. Additional Funding. If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds for any Partnership purpose, the General Partner may (a) cause the Partnership to obtain such funds from outside borrowings, or (b) elect to have the General Partner or any of its Affiliates provide such additional funds to the Partnership through loans or otherwise.

Section 4.6. Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with Regulations Section 1.704- 1(b)(2)(iv). If (a) a new or existing Partner acquires an additional Partnership Interest in exchange for more than a de minimis Capital Contribution, (b) the Partnership distributes to a Partner more than a de minimis amount of Partnership property as consideration for a Partnership Interest, (c) the Partnership is liquidated within the meaning of Regulation Section 1.704- 1(b)(2)(ii)(g), or (d) a Partnership Interest (other than a de minimis interest) is granted as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity in anticipation of being a Partner, the General Partner shall revalue the property of the Partnership to its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f). When the Partnership’s property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners pursuant to Section 5.1 if there were a taxable disposition of such property for its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.

Section 4.7. Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the

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aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.7, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either (a) as if the taxable year had ended on the date of the adjustment or (b) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

Section 4.8. No Interest on Contributions. No Partner shall be entitled to interest on its Capital Contribution.

Section 4.9. Return of Capital Contributions. No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

Section 4.10. No Third Party Beneficiary. No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners. In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other property in violation of the Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner and not of the General Partner. Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of such Partner nor an asset or property of the Partnership and upon a liquidation within the meaning of Treas. Reg. Section 1.704 1(b)(2)(ii)(g), if any Partner has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any Capital Contribution to reduce or eliminate the negative balance of such Partner’s Capital Account.

Section 4.11. Conversion or Redemption of Preferred Shares; Redemption of REIT Shares.

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(a) Conversion of Preferred Shares. Subject to the terms of any Partnership Unit Designation, if, at any time, any Preferred Shares are converted into REIT Shares of any Class, in whole or in part, then an equal number of Partnership Units held by the General Partner of the Class of Partnership Units Corresponding to the Preferred Shares so converted shall automatically be converted into an equal number of Junior Units of the Class Corresponding to the REIT Shares into which such Preferred Shares were converted (subject to adjustment in accordance with the principles of Section 4.3(a)(iii)).

(b) Redemption of Preferred Shares. Subject to the terms of any Partnership Unit Designation, if, at any time, any Preferred Shares are redeemed, repurchased or otherwise acquired (whether by exercise of a put or call, automatically or by means of another arrangement) by the General Partner for cash, then, immediately prior to such redemption of Preferred Shares, the Partnership shall redeem an equal number of Partnership Units held by the General Partner that Correspond to the Class of Preferred Shares so redeemed, repurchased or acquired (subject to adjustment in accordance with the principles of Section 4.3(a)(iii)) upon the same terms and for the same price per Partnership Unit as such Preferred Shares are redeemed, repurchased or acquired.

(c) Redemption, Repurchase or Forfeiture of REIT Shares. Except as provided in Section 4.4, if, at any time, any REIT Shares of any Class are redeemed, repurchased or otherwise acquired (whether by exercise of a put or call, upon forfeiture of any award granted under any equity plan, automatically or by means of another arrangement) by the General Partner, then, immediately prior to such redemption, repurchase or acquisition of REIT Shares of any Class, the Partnership shall redeem an equal number of Junior Units held by the General Partner of the Class that Corresponds to the Class of REIT Shares so redeemed, repurchased or acquired (subject to adjustment in accordance with the principles of Section 4.3(a)(iii)), such redemption, repurchase or acquisition to be upon the same terms and for the same price per Partnership Junior Unit (after giving effect to any adjustment in accordance with the principles of Section 4.3(a)(iii)) as such REIT Shares are redeemed, repurchased or acquired.

ARTICLE 5

PROFITS AND LOSSES; DISTRIBUTIONS

Section 5.1. Allocations.

(a) Allocation of Profits and Losses.

(i) General. After giving effect to the special allocations set forth in Sections 5.1(b), 5.1(c), 5.1(d) and 5.1(g), the Partnership’s Profits and Losses for each Allocation Period shall be allocated among the Partners in a manner such that, after such allocations have been made, the balance of each Partner’s Capital Account will, to the extent possible, be equal to an amount that would be distributed to such Partner if (A) the Partnership were to sell its assets for their Book Values, (B) all Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the Book Values of the assets securing such liability), and (C) the Partnership were to liquidate and distribute the proceeds of sale pursuant to Section 5.6, minus the sum of (x) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and (y) the amount, if any, that such Partner would be obligated (or deemed obligated) to contribute, in its capacity as a Partner, to the Partnership, computed immediately prior to the hypothetical sale of assets.

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(ii) Stop Loss. To the extent that any allocation of Losses would cause any Partner to have a deficit in its Adjusted Capital Account balance or would cause an increase in any such deficit, the portion of any such Losses that would cause or increase such deficit shall be allocated among the Partners with positive Adjusted Capital Account balances in proportion to such positive balances. If Losses are reallocated pursuant to this Section 5.1(a)(ii) in any Allocation Period, then notwithstanding Section 5.1(a)(i), Profits shall first be allocated to the Partners who were allocated such Losses to the extent of, in proportion to, and in the reverse order in which such Losses were allocated to them pursuant to this Section 5.1(a)(ii) until the cumulative amount of Profits allocated to each Partner pursuant to this sentence is equal to the cumulative amount of Losses previously allocated to such Partner pursuant to this Section 5.1(a)(ii).

(b) Minimum Gain Chargeback. Notwithstanding any provision to the contrary, (i) any expense of the Partnership that is a “nonrecourse deduction” within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated in accordance with the Partners’ respective Percentage Interests in Junior Units, (ii) any expense of the Partnership that is a “partner nonrecourse deduction” within the meaning of Regulations Section 1.704-2(i)(2) shall be allocated to the Partner that bears the “economic risk of loss” with respect to the “partner nonrecourse debt” within the meaning of Regulations Section 1.704-2(b)(4) to which such partner nonrecourse deduction is attributable in accordance with Regulations Section 1.704- 2(i)(1), (iii) if there is a net decrease in Partnership Minimum Gain within the meaning of Regulations Section 1.704-2(f)(1) for any Allocation Period, then, subject to the exceptions set forth in Regulations Section 1.704-2(f)(2),(3), (4) and (5), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(f) and the ordering rules contained in Regulations Section 1.704-2(j), and (iv) if there is a net decrease in Partner Nonrecourse Debt Minimum Gain within the meaning of Regulations Section 1.704-2(i)(4) for any Allocation Period, then, subject to the exceptions set forth in Regulations Section 1.704-2(g), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(i)(4) and the ordering rules contained in Regulations Section 1.704-2(j). A Partner’s “interest in partnership profits” for purposes of determining its share of the nonrecourse liabilities of the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest in Junior Units.

(c) Qualified Income Offset. If a Partner unexpectedly receives in any Allocation Period an adjustment, allocation, or distribution described in subparagraphs (4), (5), or (6) of Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a deficit balance in such Partner’s Capital Account that exceeds the sum of such Partner’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g) and 1.704-2(i), such Partner shall be specially allocated for such Allocation Period (and, if necessary, subsequent Allocation Periods) items of income and gain in an amount and manner sufficient to eliminate such deficit Capital Account balance as quickly as possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d); provided, that an allocation pursuant to this Section 5.1(c) shall be made only if and to the extent that such Partner would have a deficit Capital Account balance after all other allocations provided for in Article 5 have been tentatively made as if this Section 5.1(c) were not in this Agreement. This Section 5.1(c) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

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(d) Priority Allocation With Respect to Preferred Units. Items of Partnership gross income or gain for the current Allocation Period, shall be specially allocated to Partners that own Preferred Units in an amount equal to the excess, if any, of the cumulative distributions received by such Partner for or with respect to the current Allocation Period and all prior Allocation Periods with respect to such Preferred Units (with a distribution made on the first business day after the end of a year being treated as made with respect to such year) (other than distributions that are treated as being in satisfaction of the Liquidation Preference for any Preferred Units held by such Partner or amounts paid in redemption of any Preferred Units, except to the extent that the Liquidation Preference or amount paid in redemption includes accrued and unpaid distributions) over the cumulative allocations of gross income and gain to such Partner under this Section 5.1(d) for all prior taxable years.

(e) Allocations between Transferor and Transferee. If a Partner transfers any part or all of its Partnership Interest, the distributive shares of Profit and Loss and other items of income, gain, loss or deduction allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine which method, or combination thereof, shall be used to allocate the distributive shares of Profit and Loss and other items of income, gain, loss or deduction between the transferor and the transferee Partner.

(f) Definition of Profit and Loss. “Profit” and “Loss” and any items of income, gain, expense, or loss referred to in this Agreement shall be determined in accordance with federal income tax accounting principles, as modified by Regulations Section 1.704- 1(b)(2)(iv), except that Profit and Loss shall not include items of income, gain and expense that are specially allocated pursuant to Sections 5.1(b), 5.1(c) or 5.1(d). All allocations of income, gain, Loss and expense (and all items contained therein) for federal income tax purposes shall be identical to all allocations of such items set forth in this Section 5.1, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). The General Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income, gain, and expense as required by Section 704(c) of the Code including a method that may result in a Partner receiving a disproportionately larger share of the Partnership tax depreciation deductions, and such election shall be binding on all Partners.

(g) Curative Allocations. The allocations set forth in Section 5.1(b) and 5.1(c) of this Agreement (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. The General Partner is authorized to offset all Regulatory Allocations either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 5.1(g). Therefore, notwithstanding any other provision of this Section 5.1 (other than the Regulatory Allocations),

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the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it deems appropriate so that, after such offsetting allocations are made, and taking into account anticipated further Regulatory Allocations, each Partner’s Capital Account is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement and all Partnership items were allocated pursuant to Section 5.1(a), 5.1(d) and 5.1(e).

(h) Time for Making Allocations. Profits, Losses and any other items of income, gain, loss, deduction and credit shall be allocated among the Partners as of the last day of each Allocation Period; provided, however, that Profits, Losses and such other items shall also be allocated at such times as the Partnership’s property is revalued in accordance with Regulations Section 1.704-1(b)(2)(iv)(f).

Section 5.2. Distributions.

(a) Cash Available for Distribution. The Partnership shall distribute cash at such times and in such amounts as determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such distribution period in the following order of priority:

(i) first, to the holders of Preferred Units in such amount as is required for the Partnership to pay all distributions and any other amounts with respect to such Preferred Units accumulated, due or payable in accordance with the instruments designating such Preferred Units through the last day of such distribution period (such distributions shall be made to each Class of Preferred Units in the order of priority and with such preferences as have been established with respect to such Class as of the last day of the applicable distribution period and among the holders of Preferred Units within each such Class, in accordance with their respective Percentage Interests in Preferred Units in such Class on the Partnership Record Date);

(ii) second, to the holders of Junior Units, in accordance with the respective rights of each such Class of Junior Units, and among the holders of Junior Units within each such Class, including the General Partner, in accordance with their respective Percentage Interests in Junior Units in such Class on the Partnership Record Date, until the Hurdle Amount is equal to zero;

(iii) third, to the holders of Junior Units, in accordance with the respective rights of each such Class of Junior Units, and among the holders of Junior Units within each such Class, including the General Partner, in accordance with their respective Percentage Interests in Junior Units in such Class on the Partnership Record Date, until the Net Capital Contribution Amount is equal to zero; and

(iv) thereafter, twenty percent (20%) to the Special Limited Partner and eighty percent (80%) to the holders of Junior Units, in accordance with the respective rights of each such Class of Junior Units, and among the holders of Junior Units within each such Class, including the General Partner, in accordance with their respective Percentage Interests in Junior Units in such Class on the Partnership Record Date;

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provided, however, that if a new or existing Partner other than the General Partner (whether in its capacity as General Partner or in its capacity as a Limited Partner) acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than the next day after a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest (or relating to the Partnership Record Date if such Partnership Interest was acquired on a Partnership Record Date) shall be reduced in the proportion to (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.

(b) Incentive Listing Distribution to Special Limited Partner. Subject to the distribution, liquidation preference, redemption, repurchase and other rights, if any, of the holders of any Preferred Units, and Section 5.2(e), after a Listing, the General Partner shall cause the Special Limited Partner to receive the Incentive Listing Distribution in the form of Listed REIT Shares or, in the sole discretion of the General Partner, cash or any combination of cash and Listed REIT Shares, in complete redemption of the Special Limited Partner Interest, on the first trading day that is 180 days after the first date on which the REIT Shares of any Class are Listed and is after any contractual lockup arrangements or similar prohibitions on the sale of Listed REIT Shares entered into by holders of REIT Shares of any Class in connection with the Listing have expired.

(c) Incentive Distributions to Special Limited Partner upon Extraordinary Transaction. Subject to the distribution, liquidation preference, redemption, repurchase and other rights, if any, of the holders of any Preferred Units, and Section 5.2(e), upon the occurrence of an Extraordinary Transaction, the General Partner shall cause the Special Limited Partner to receive the Incentive Distribution Upon Extraordinary Transaction on the closing date of such Extraordinary Transaction in complete redemption of the Special Limited Partner Interest.

(d) Distributions of Cash to Pay Taxes. Within 90 days of the end of each taxable year of the Partnership, but subject to Section 5.2(e), the Special Limited Partner shall be entitled to receive cash distributions or advances from the Partnership in amounts sufficient to enable the Special Limited Partner and individual members of the Special Limited Partner to discharge any federal, state and local liability arising as a result of allocations of tax items of Partnership income or gain to the Special Limited Partner for such taxable year, determined by assuming the applicability of the highest combined effective marginal federal, state and local income tax rate applicable to an individual residing in Los Angeles, California (a “Tax Distribution”), but only if and to the extent that the amount of such tax liability exceeds the total amount of cash distributed to the Special Limited Partner pursuant to Sections 5.2 (a), (b) or (c) for such taxable year. The amount of such tax liability shall be calculated by taking into account the character of any income or gain and the income tax rates applicable thereto. The calculation shall be made on the assumption that taxable income from the Partnership is the Special Limited Partner’s only taxable income. Tax Distributions determined pursuant to this Section 5.2(d) shall be considered an advance against the next distributions payable by the Partnership to the Special Limited Partner and shall offset such distributions.

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(e) Coordination of Special Limited Partner Distributions. The following provisions shall apply to the General Partner in connection with distributions made pursuant to Sections 5.2(a), (b) or (c) herein:

(i) Any amounts paid or are reasonably estimated to become payable to the Special Limited Partner pursuant to Section 5.2(a)(iv) or Section 5.2(d) prior to Listing shall reduce dollar for dollar the amount of the Incentive Listing Distribution distributed pursuant to Section 5.2(b). If the Special Limited Partner receives the Incentive Listing Distribution pursuant to Section 5.2(b), the Special Limited Partner will no longer be entitled to receive distributions pursuant to Section 5.2(a)(iv), any Tax Distributions pursuant to Section 5.2(d) or the Incentive Distribution Upon Extraordinary Transaction pursuant to Section 5.2(c).

(ii) Any amounts paid or are reasonably estimated to become payable to the Special Limited Partner pursuant to Section 5.2(a)(iv) or Section 5.2(d) prior to an Extraordinary Transaction shall reduce dollar for dollar the amount of the Incentive Distribution Upon Extraordinary Transaction to be distributed pursuant to Section 5.2(c). If the Special Limited Partner receives the Incentive Distribution Upon Extraordinary Transaction pursuant to Section 5.2(c), the Special Limited Partner will no longer be entitled to receive distributions pursuant to Section 5.2(a)(iv), any Tax Distributions pursuant to Section 5.2(d) or the Incentive Listing Distribution pursuant to Section 5.2(b).

(iii) If any amount payable to the Special Limited Partner pursuant to this Section 5.2 would prevent the REIT from being able to, or would prevent the Partnership from being able to distribute sufficient amounts to the General Partner pursuant to Section 5.2(a) to enable the General Partner to, meet its REIT Distribution Requirement, the General Partner may, in its sole discretion, (A) defer the payment of amounts distributable to the Special Limited Partner pursuant to this Section 5.2 until such time or times that such amounts can be paid to the Special Limited Partner without causing the General Partner to fail to meet its REIT Distribution Requirement and (B) cause the Partnership to distribute some or all of the amounts otherwise subject to the priority distribution to the Special Limited Partner pursuant to this Section 5.2 to the General Partner in an amount sufficient to enable the General Partner to meet its REIT Distribution Requirement.

(f) Withholding; Partnership Loans. Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the excess of the amount required to be withheld over the actual amount to be distributed shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall

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be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. Any amounts treated as a Partnership Loan pursuant to this Section 5.2(f) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership is deemed to extend the loan until such loan is repaid in full.

(g) Limitation on Distributions. In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

Section 5.3. REIT Distribution Requirements. The General Partner shall use its commercially reasonable efforts to cause the Partnership to distribute amounts sufficient to enable the General Partner to pay shareholder dividends that will allow the General Partner to meet the REIT Distribution Requirement.

Section 5.4. No Right to Distributions in Kind. No Partner shall be entitled to demand property other than cash in connection with any distributions by the Partnership.

Section 5.5. Limitations of Return of Capital Contributions. Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

Section 5.6. Distributions upon Liquidation. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans any remaining assets of the Partnership shall be distributed among the partners as follows: (a) first, to the holders of the Preferred Units until an amount has been distributed in respect of each Preferred Unit that is equal to such Preferred Unit’s Liquidation Preference (such distributions shall be made to each Class of Preferred Units in the order of priority and with such preferences as have been established with respect to such Class as of the last day of the applicable distribution period and among the Partners within each such Class, in accordance with their respective Percentage Interests in Preferred Units in such Class); and (b) thereafter, in accordance with Section 5.2(a). To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Section 5.7. Treatment of Special Limited Interest as Profits Interest. The Partners acknowledge and agree that the Special Limited Partner has not and will not make Capital Contributions to the Partnership and is receiving only a “profits interest” (within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, as clarified by Rev. Proc. 2001-43, 2001-2 C.B. 191) in the Partnership in exchange for services rendered, or to be rendered, to or for the benefit of the Partnership.

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ARTICLE 6

RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER

Section 6.1. Management of the Partnership.

(a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to the other provisions hereof, including the terms of any Partnership Unit Designation, shall have full and exclusive power and authority, without the consent of any Limited Partner, to conduct or authorize the conduct of the business of the Partnership, to exercise or direct the exercise of all powers of the Partnership and the General Partner under the Act and this Agreement and to effectuate the purposes of the Partnership, including, without limitation, to cause the Partnership to enter into agreements or engage in transactions with affiliates of the Partnership or the General Partner, issue additional Partnership Interests, make distributions, sell, pledge, lease, mortgage or otherwise dispose of all, substantially all or any portion of its assets, form and conduct all or any portion of its business and affairs through subsidiaries or joint ventures of any form, merge with or into, convert to another form of entity or jurisdiction of formation, incur or guarantee debt for any purpose and obtain and maintain casualty, liability and other insurance on the Properties and liability insurance for the Indemnitees hereunder.

(b) Except as otherwise expressly provided in this Agreement and subject to the rights of any holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner is authorized to execute and deliver any affidavit, agreement, certificate, consent, instrument, notice, power of attorney, waiver or other writing or document in the name and on behalf of the Partnership and to otherwise exercise any power of the General Partner under this Agreement and the Act without any further act, approval or vote of the Partners or any other Persons and, in the absence of any specific trust action on the part of the General Partner to the contrary, the taking of any action or the execution of any such document or writing by an officer or trustee of the General Partner, in the name and on behalf of the General Partner, in its capacity as the general partner of the Partnership, shall conclusively evidence (1) the approval thereof by the General Partner, in its capacity as the general partner of the Partnership, (2) the General Partner’s determination that such action, document or writing is necessary or desirable to conduct the business and affairs of the Partnership, exercise the powers of the Partnership under the Act and this Agreement or effectuate the purposes of the Partnership, or any other determination by the General Partner required by this Agreement in connection with the taking of such action or execution of such document or writing, and (3) the authority of such trustee or officer with respect thereto.

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(c) The determination as to any of the following matters, made by or at the direction of the General Partner consistent with the Act and this Agreement, shall be final and conclusive and shall be binding upon the Partnership and every Limited Partner: the amount of assets at any time available for distribution or the redemption of Junior Units or Preferred Units; the amount and timing of any distribution; any determination to redeem Common Units tendered for redemption pursuant to Section 8.5; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Partnership; any matter relating to the acquisition, holding and disposition of any assets by the Partnership; the Value of any REIT Share; the Net Asset Value of any Share or the Net Asset Value Per Share; or any other matter relating to the business and affairs of the Partnership or required or permitted by applicable law, this Agreement or otherwise to be determined by the General Partner.

(d) At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital and other reserves in such amounts as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time.

(e) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT or (ii) to prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

(f) Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

Section 6.2. Reimbursement of General Partner.

(a) Except as provided in this Section 6.2 and elsewhere in this Agreement (including the provisions of Articles 5 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all Administrative Expenses.

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Section 6.3. General Partner Participation. The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of Properties, shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition of any Property, but if and only if, direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership, collectively, by the Trustee.

Section 6.4. Title to Partnership Assets. Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use commercially reasonable efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

Section 6.5. Outside Activities. Subject to the Declaration and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, trustee, Affiliate or shareholder of the General Partner or its Trustee shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.

Section 6.6. Transactions with Affiliates.

(a) The Partnership may lend or contribute funds or other assets to the General Partner and its Subsidiaries or other Persons in which the General Partner has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions no less favorable to the Partnership in the aggregate than would be available from unaffiliated third parties as determined by the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. It is expressly acknowledged and agreed by each Partner that the General Partner may (i) borrow funds from the Partnership in order to redeem, at any time or from time to time, any Shares or Additional REIT Securities previously or hereafter issued by the General Partner or (ii) put to the Partnership, for cash, any Shares or Additional REIT Securities that the General Partner may desire or be required to purchase or redeem.

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(b) Except as provided in Section 6.3 hereof, the Partnership may transfer assets to joint ventures, limited liability companies, partnerships, corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law.

(c) The General Partner and its affiliates may sell, transfer or convey any property to the Partnership, or be employed or retained by the Partnership and may otherwise deal with the Partnership, directly or indirectly, on terms and conditions no less favorable to the Partnership in the aggregate than would be available from unaffiliated third parties as determined by the General Partner.

(d) The General Partner, without the approval of the Partners or any of them or any other Persons, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the General Partner, the Partnership or any of the Partnership’s Subsidiaries.

(e) The General Partner, without the approval of the Partners or any of them or any other Persons, may cause the merger or consolidation of one or more DST Programs with or into the Partnership or any subsidiary of the Partnership, or cause the Partnership to issue Partnership Interests in exchange for or upon conversion of interests in the DST Programs, so long as, in the case of a merger or consolidation, the conditions set forth in Section 7.1(b)(iii) are satisfied as though such merger or consolidation constituted a “Transaction” within the meaning of that Section.

Section 6.7. Liability of the General Partner.

(a) To the maximum extent permitted under the Act, the only duties that the General Partner owes to the Partnership, any Partner or any other Person (including any creditor of any Partner or assignee of any Partnership Interest), fiduciary or otherwise, are to perform its contractual obligations as expressly set forth in this Agreement consistently with the implied contractual covenant of good faith and fair dealing, and to act with the fiduciary duties of care and loyalty which have been, in accordance with the Act, modified as set forth in this Section 6.7. The General Partner, in its capacity as such, shall have no other duty, fiduciary or otherwise, to the Partnership, any Partner or any other Person (including any creditor of any Partner or any assignee of Partnership Interest). The provisions of this Agreement other than this Section 6.7 shall create contractual obligations of the General Partner only, and no such provision shall be interpreted to expand or modify the fiduciary duties of the General Partner under the Act.

(b) The Limited Partners agree that: (i) the General Partner (and the Trustee, and the managers and members of the Trustee) is acting for the benefit of the Partnership, the Limited Partners and the General Partner’s shareholders collectively; and (ii) in the event of a conflict between the interests of the Partnership or any Partner, on the one hand, and the separate interests of the General Partner or its shareholders, on the other hand, the General Partner may give priority to the separate interests of the General Partner and its Shareholders (including,

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without limitation, with respect to the tax consequences to Limited Partners or the Shareholders) and, in the event of such a conflict, any action or failure to act on the part of the General Partner (or the Trustee, or the managers and members of the Trustee) that gives priority to the separate interests of the General Partner or the Shareholders that does not result in a violation of the contract rights of the Limited Partners under this Agreement does not violate the duty of loyalty or any other duty owed by the General Partner to the Partnership and the Partners.

(c) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner of any action taken (or not taken) by it. Except as otherwise agreed by the Partnership, the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner or the Partnership pursuant to the General Partner’s authority under this Agreement.

(d) Subject to its obligations and duties as General Partner set forth in this Agreement and applicable law, the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its employees or agents, including through an Advisor and its employees and agents. The General Partner shall not be responsible to the Partnership or any Partner for any misconduct or negligence on the part of any such employee or agent appointed by it in good faith.

(e) In performing its duties under this Agreement and the Act, the General Partner shall be entitled to rely on the provisions of this Agreement and on any information, opinion, report or statement, including any financial statement or other financial data or the records or books of account of the Partnership or any subsidiary of the Partnership, prepared or presented by an officer, employee or agent of the General Partner or the Trustee, or any agent of the Partnership or any such subsidiary, or by a lawyer, certified public accountant, appraiser or other person engaged by the Partnership as to any matter within such person’s professional or expert competence, and any act taken or omitted to be taken in reliance upon any such information, opinion, report or statement as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

(f) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT or (ii) to prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code, does not violate any duty, fiduciary or otherwise, of the General Partner to the Partnership or any other Partner.

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(g) Notwithstanding anything herein to the contrary, except for fraud, willful misconduct or gross negligence, or pursuant to any express indemnities given to the Partnership by the General Partner pursuant to any other written instrument, the General Partner shall not have any liability whatsoever, to the Partnership or to the other Partners, for any action or omission taken in its capacity as the General Partner or for the debts or liabilities of the Partnership or the Partnership’s obligations hereunder except pursuant to Section 8.5 hereof. Without limitation of the foregoing, and except for fraud, willful misconduct or gross negligence, or pursuant Section 8.5 hereof or any such express indemnity, no property or assets of the General Partner, other than its interest in the Partnership, shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) in favor of any other Partner(s) and arising out of, or in connection with, this Agreement.

(h) No trustee, officer, manager, member or agent of the General Partner or the Trustee, and no member or manager of the trustee of the General Partner shall have any duties directly to the Partnership or any Partner. No trustee, officer, manager, member or agent of the General Partner or the Trustee, and no member or manager of the Trustee shall be directly liable to the Partnership or any Partner for money damages by reason of their service as such.

(i) Any amendment, modification or repeal of this Section 6.6 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s, the Trustee’s or their respective officers’, managers’, members’ or agents’ liability to the Partnership and the Limited Partners under this Section 6.6 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 6.8. Indemnification.

(a) To the fullest extent permitted by applicable law, the Partnership shall indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorney’s fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership (“Actions”) as set forth in this Agreement in which such Indemnitee may be involved, or is threatened to be involved, as a party, witness or otherwise, arising out of such Indemnitee’s service in the capacity that qualifies such Person as an Indemnitee; provided, however, that the Partnership shall not indemnify an Indemnitee (i) arising from actions or omissions by the Indemnitee that are material to the matter giving rise to the action and are established by a final judgment of a court of competent jurisdiction to constitute fraud, intentional harm or gross negligence on the part of the Indemnitee, (ii) arising from an action or proceeding initiated by the Indemnitee (other than an action to enforce such Indemnitee’s rights to indemnification or advance of expenses under this Section 6.8 or under any other applicable law or agreement) or (iii) with respect to any claim as to which the Indemnitee is established by a final judgment of a court of competent jurisdiction to be liable to the Partnership, and then only with respect to such claim. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership

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(including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 6.8 favor of any Indemnitee having or potentially having liability for any such indebtedness. It is the intention of this Section 6.8 that the Partnership indemnify each Indemnitee to the fullest extent permitted by law, subject only to the express limitations set forth in clauses (i), (ii) and (iii) of this Section 6.8. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.8(a). The termination of any proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or an entry of an order of probation against an Indemnitee prior to judgment, does not create a presumption that such Indemnitee acted in a manner contrary to that specified in this Section 6.8(a) with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section 6.8 all be made only out of the assets of the Partnership, and neither the General Partner nor any other Holder shall have any obligation to contribute to the capital of the Partnership or otherwise provide funds to enable the Partnership to fund its obligations under this Section 6.8.

(b) To the fullest extent permitted by law, expenses incurred by an Indemnitee who is a party to a proceeding or otherwise subject to or the focus of or is involved in any Action shall be paid or reimbursed by the Partnership as incurred by the Indemnitee in advance of the final disposition of the Action upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in Section 6.8(a) has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met, provided that such undertaking need not be secured and shall be without reference to the financial ability for repayment.

(c) The indemnification provided by this Section 6.8 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee unless otherwise provided in a written agreement with such Indemnitee or in the writing pursuant to which such Indemnitee is indemnified.

(d) The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of any of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) Any liabilities which an Indemnitee incurs as a result of acting on behalf of the Partnership, the General Partner (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the IRS,

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penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities or judgments or fines under this Section 6.8, unless such liabilities arise as a result of such Indemnitee’s fraud, intentional harm or gross negligence on the part of the Indemnitee.

(f) In no event may an Indemnitee subject any of the holders of Partnership Units to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g) An Indemnitee shall not be denied any indemnification to which such Indemnitee may be entitled under this Section 6.8 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h) The provisions of this Section 6.8 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 6.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Partnership’s liability to any Indemnitee under this Section 6.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(i) It is the intent of the parties that any amounts paid by the Partnership to the General Partner pursuant to this Section 6.8 shall be treated as “guaranteed payments” within the meaning of Code Section 707(c).

ARTICLE 7

CHANGES IN GENERAL PARTNER

Section 7.1. Transfer of the General Partner’s Partnership Interest.

(a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.1(b), (c) or (d).

(b) Except as otherwise provided in Section 7.1(c) hereof, the General Partner shall not engage in any merger, consolidation, division or other combination with or into another Person or sale of all or substantially all of its assets outside of the ordinary course of its business, other than solely in connection with a change in the General Partner’s state of organization or organizational form (a “Transaction”), unless:

(i) the approval of Limited Partners holding a majority of the outstanding Common Units then held by Limited Partners is obtained;

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(ii) in connection with any such Transaction, each holder of Common Units (other than the General Partner and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Junior Unit of any Class, an amount of cash, securities or other property equal to the greatest amount of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT Share of the Corresponding Class (subject to adjustment in accordance with the principles of Section 4.3(a)(iii)) pursuant to the terms of such Transaction; provided, that if, in connection with such Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding REIT Shares, each holder of Common Units of any Class (other than the General Partner and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Common Units of such Class would have received had it exercised its Redemption Right pursuant to Section 8.5 hereof and received REIT Shares in exchange for its Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Transaction shall have been consummated (the fair market value, at the time of the Transaction, of the amount specified herein with respect to each Junior Unit is referred to as the “Transaction Consideration”); or

(iii) all of the following conditions are met: (A) substantially all of the assets directly or indirectly owned by the Partnership prior to the announcement of the Transaction are, immediately after the Transaction, owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation, combination, division or sale of assets with the Partnership (in each case, the “Surviving Partnership”); (B) the Surviving Partnership is classified as a partnership for U.S. Federal income tax purposes; (C) the Limited Partners (other than the General Partner) that held Common Units immediately prior to the consummation of such Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (D) the rights of such Limited Partners with respect to the Surviving Partnership are at least as favorable as those of Limited Partners holding Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (E) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (E) such rights include: (1) if the General Partner or its successor is a REIT with a single class of Listed common equity securities, the right to redeem their interests in the Surviving Partnership at any time for one of the following: (I) a number of such REIT’s Publicly Traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction Consideration, subject to antidilution adjustments comparable to those set forth in Section 4.3(a)(iii) (the “Successor Shares Amount”); or (II) cash in an amount equal to the fair market value of the Successor Shares Amount at the time of such redemption, determined in a manner consistent with the definition of “Value” herein; or (2) if the General Partner or its successor is not a REIT with a single class of Listed common equity securities, the right to redeem their interests in the Surviving Partnership at any time for cash in an amount equal to the fair market value of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving Partnership.

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(c) Notwithstanding Section 7.1(b), the General Partner may, without the vote or approval of any Limited Partner:

(i) transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and

(ii) engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

(d) The General Partner may voluntarily withdraw as a general partner of the Partnership only (i) upon the approval of Limited Partners holding a majority of the outstanding Common Units then held by Limited Partners or (ii) in connection with a transfer of the General Partner’s entire Partnership Interest permitted in this Section 7.1 and the admission of the Transferee as a successor General Partner of the Partnership pursuant to the Act and this Agreement.

7.2. Admission of a Substitute or Additional General Partner. A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:

(a) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.5 hereof in connection with such admission shall have been performed;

(b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and

(c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel and the state or any other jurisdiction as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (i) the Partnership to be classified other than as a partnership for federal income tax purposes, or (ii) the loss of any Limited Partner’s limited liability.

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7.3. Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner.

(a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership or limited liability company, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in or member of such partnership or limited liability company shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partners or members), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger or consolidation of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

(b) Following the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership or limited liability company, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partners or members), the Limited Partners, within ninety (90) days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.4 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General Partner by the consent of Limited Partners holding a majority of the outstanding Common Units then held by Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

7.4. Removal of a General Partner.

(a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership or limited liability company, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership or member of such limited liability company shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partners or members. The Limited Partners may not remove the General Partner, with or without cause.

(b) If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a majority in interest of the Limited Partners in accordance with Section 7.3(b) hereof and otherwise admitted to the Partnership in accordance with Section 7.2 hereof. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Limited Partners within ten (10) days following the removal of the General Partner. In the event that the parties are unable to agree upon an

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appraiser, the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest within thirty (30) days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than twenty percent (20%) of the amount of the lower appraisal, the two (2) appraisers, no later than forty (40) days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no later than sixty (60) days after the removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value.

(c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.4(b), shall be converted to that of a Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b).

(d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary and sufficient to effect all the foregoing provisions of this Section.

ARTICLE 8

RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

Section 8.1. Management of the Partnership. The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

Section 8.2. Power of Attorney. Each Limited Partner hereby irrevocably appoints the General Partner its true and lawful attorney-in-fact, who may act for each Limited Partner and in its name, place and stead, and for its use and benefit, to sign, acknowledge, swear to, deliver, file or record, at the appropriate public offices, any and all documents, certificates, and instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement and the Act in accordance with their terms, which power of attorney is coupled with an interest and shall survive the death, dissolution or legal incapacity of the Limited Partner, or the transfer by the Limited Partner of any part or all of its Partnership Interest. For the purposes of this Section 8.2, the term “Limited Partner” shall be deemed to include the Special Limited Partner, unless the context otherwise requires.

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Section 8.3. Limitation on Liability of Limited Partners. No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

Section 8.4. Ownership by Limited Partner of Corporate General Partner or Affiliate. No Limited Partner shall at any time, either directly or indirectly, own any shares of beneficial interest, or other interest, in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other shares or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section.

Section 8.5. Redemption Right.

(a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Partnership and one or more holders of Common Units with respect to Common Units held by them, each holder of Common Units shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Common Units held by such Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Limited Partner shall have been a Limited Partner for at least one year. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Redeemed Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Common Units subject to the Notice of Redemption pursuant to Section 8.5(b); and provided, further, that no holder of Common Units may deliver more than two (2) Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Common Units or, if such Limited Partner holds less than 1,000 Common Units, all of the Common Units held by such Partner. The Redeemed Partner shall have no right, with respect to any Common Units so exchanged, to receive any distribution paid with respect to Common Units if the record date for such distribution is on or after the Specified Redemption Date.

(b) Notwithstanding the provisions of Section 8.5(a), a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Units described in the Notice of Redemption to the General Partner, and the General Partner may, in its sole and absolute discretion, elect to purchase directly and acquire such Common Units by paying to the Redeemed Partner either the Cash Amount or the REIT Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Units offered for exchange by the Redeemed Partner and shall be treated for all purposes of this Agreement as the owner of such Common Units. If the General Partner shall elect to exercise its right to purchase Common Units under this Section 8.5(b) with respect to a Notice of Redemption, it shall so notify the Redeemed

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Partner within five (5) Business Days after the receipt by the General Partner of such Notice of Redemption. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Common Units from the Redeemed Partner pursuant to this Section 8.5(b), the General Partner shall have no obligation to the Redeemed Partner or the Partnership with respect to the Redeemed Partner’s exercise of the Redemption Right. In the event the General Partner shall exercise its right to purchase Common Units with respect to the exercise of any Redemption Right in the manner described in the first sentence of this Section 8.5(b), the Partnership shall have no obligation to pay any amount to the Redeemed Partner with respect to such Redeemed Partner’s exercise of such Redemption Right, and each of the Redeemed Partner, the Partnership, and the General Partner, as the case may be, shall treat the transaction between the General Partner, as the case may be, and the Redeemed Partner for federal income tax purposes as a sale of the Redeemed Partner’s Common Units to the General Partner, as the case may be. Each Redeemed Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Redemption Right.

(c) Notwithstanding the provisions of Section 8.5(a) and 8.5(b), a Limited Partner shall not be entitled to exercise the Redemption Right if the delivery of REIT Shares to such Partner on the Specified Redemption Date by the General Partner pursuant to Section 8.5(b) (regardless of whether or not the General Partner would in fact exercise its rights under Section 8.5(b)) would violate any restriction on ownership and transfer of Shares set forth in the Declaration or the General Partner otherwise determines in good faith, upon the advice of legal counsel, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code. The General Partner, in its sole and absolute discretion, may waive the restriction on exchange set forth in this Section 8.5(c).

(d) Any Cash Amount to be paid to a Redeemed Partner pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may, by providing notice to each affected Redeemed Partner, elect to cause the Specified Redemption Date to be delayed for up to an additional one hundred eighty (180) days to the extent required for the General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use commercially reasonable efforts to cause the closing of the acquisition of exchanged Common Units hereunder to occur as quickly as reasonably possible.

(e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights as and if deemed necessary to ensure that the Partnership does not constitute a “publicly traded partnership” under Section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid the Partnership being treated as a “publicly traded partnership” under Section 7704 of the Code.

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(f) Each Limited Partner covenants and agrees with the General Partner that all Common Units delivered for exchange shall be delivered to the Partnership or the General Partner, as the case may be, free and clear of all liens; and, notwithstanding anything contained herein to the contrary, neither the General Partner nor the Partnership shall be under any obligation to acquire Common Units which are or may be subject to any liens. Each Limited Partner further agrees that, if any state or local property transfer tax is payable as a result of the transfer of its Common Units to the Partnership or the General Partner, such Limited Partner shall assume and pay such transfer tax.

Section 8.6. Partnership Right to Call Partnership Interests. Notwithstanding any other provision of this Agreement, on and after the date on which the aggregate Percentage Interests of the Limited Partners (other than the General Partner or any of its affiliates) are less than one percent (1%), the Partnership shall have the right, but not the obligation, from time to time and at any time to purchase any and all outstanding Common Units (other than Common Units held by the General Partner or any of its affiliates) by treating any Limited Partner as a Redeemed Partner who has delivered a Notice of Redemption pursuant to Section 8.5 hereof for the amount and Class of Common Units to be specified by the General Partner by notice to such Limited Partner that the Partnership has elected to exercise its rights under this Section 8.6. Such notice given by the General Partner to a Limited Partner pursuant to this Section 8.6 shall be treated as if it were a Notice of Redemption delivered to the General Partner by such Limited Partner. For purposes of this Section 8.6, the provisions of Section 8.5 hereof limiting the Redemption Right of Limited Partners based on the number of Common Units to be Redeemed, the length of time such Limited Partner has held its Common Units or the number of Common Units to be redeemed shall not apply, but the remainder of Section 8.5 hereof shall apply, mutatis mutandis.

Section 8.7. Procedures for Meetings and Actions of the Partners.

(a) Meetings of the Partners may be called only by the General Partner. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than ten (10) days nor more than ninety (90) days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Unless approval by a different number or proportion of the Partners is required by this Agreement, or any Partnership Unit Designation, the affirmative vote of Partners holding a majority of the Common Units then held by Partners shall be sufficient to approve such proposal at a meeting of the Partners. Whenever the consent or approval of any Partners is permitted or required under this Agreement, such consent may be given at a meeting of Partners or in accordance with the procedure prescribed in 8.7(b) hereof.

(b) Any action requiring the consent of any Partner or a group of Partners pursuant to this Agreement, or that is required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a consent in writing or by electronic transmission setting forth the action so taken or consented to is given by Partners whose affirmative vote would be sufficient to approve such action or provide such consent at a meeting of the Partners. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as the affirmative vote of such Partners at a meeting of the Partners. Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a consent in writing

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or by electronic transmission, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a consent that is consistent with the General Partner’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite consents are received even if prior to such specified time.

(c) Each Partner entitled to act at a meeting of Partners may authorize any Person or Persons to act for it by proxy on all matters in which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Each proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the Partnership’s receipt of written notice of such revocation from the Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest.

(d) The General Partner may set, in advance, a Partnership Record Date for the purpose of determining the Partners (i) entitled to consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such Partnership Record Date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than ten (10) days, before the date on which the meeting is to be held. If no record date is fixed, the Partnership Record Date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the Partnership Record Date for any other determination of Partners (other than the Partners entitled to receive any distribution) shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof.

(e) Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s beneficial owners and may be held at the same time as, and as part of, the meetings of the General Partner’s beneficial owners.

ARTICLE 9

TRANSFERS OF LIMITED PARTNERSHIP INTERESTS

Section 9.1. Purchase for Investment.

(a) Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of its Partnership Interests is made as a principal for its account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest.

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(b) Each Limited Partner agrees that it will not sell, assign or otherwise transfer its Partnership Interest or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.1(a) above and similarly agree not to sell, assign or transfer such Partnership Interest or fraction thereof to any Person who does not similarly represent, warrant and agree.

Section 9.2. Restrictions on Transfer of Limited Partnership Interests.

(a) Subject to the provisions of Section 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

(b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Units pursuant to this Article 9 or pursuant to a redemption or exchange of all of its Common Units pursuant to Section 8.5. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner.

(c) Subject to Section 9.2(d), (e) and (f) below, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such Person(s), of which trust such Limited Partner or any such Person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.

(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).

(e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) the General Partner determines (after consultation with the Partnership’s tax counsel) that such transfer would result in the Partnership being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code) including within the meaning of Section 7704 of the Code, (ii) the General Partner determines in good faith, upon the advice of legal counsel, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code or (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code.

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(f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.

(g) Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

(h) The Special Limited Partner may not Transfer its Special Limited Partner Interest without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, in its sole and absolute discretion, any condition or limitation on the Transfer of the Special Limited Partnership Interest or the admission of any substitute Special Limited Partner.

Section 9.3. Admission of Substitute Limited Partner.

(a) Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner and upon the satisfactory completion of the following:

(i) The assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart signature page or joinder thereto or an amendment thereof, and such other documents or instruments as the General Partner may require in order to effect the admission of such Person as a Limited Partner.

(ii) The assignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof.

(iii) If the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory to counsel for the Partnership of the assignee’s authority to become a Limited Partner under the terms and provisions of this Agreement.

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(iv) The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof.

(v) The assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and publication costs in connection with its substitution as a Limited Partner.

(vii) The assignee has obtained the prior written consent of the General Partner to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion.

(b) For the purpose of allocating Profits and Losses and distributing cash received by the Partnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the later of the date specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution.

(c) The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required by this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited Partner of the Partnership.

Section 9.4. Rights of Assignees of Partnership Interests.

(a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

(b) Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Interest, but does not become a Substitute Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited Partnership Interest.

Section 9.5. Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner. The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

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Section 9.6. Joint Ownership of Interests. A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly- held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

ARTICLE 10

BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

Section 10.1. Books and Records. At all times during the continuance of the Partnership, the Partners shall keep or cause to be kept at the Partnership’s specified office true and complete books of account in accordance with generally accepted accounting principles, including: (a) a current list of the full name and last known business address of each Partner, (b) a copy of the Certificate of Limited Partnership and all certificates of amendment thereto, (c) copies of the Partnership’s federal, state and local income tax returns and reports and (d) copies of this Agreement and amendments thereto and any financial statements of the Partnership for the three most recent years. Any Partner or its duly authorized representative, upon paying the costs of collection, duplication and mailing, shall be entitled to inspect or copy such records during ordinary business hours.

Section 10.2. Custody of Partnership Funds; Bank Accounts.

(a) All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine.

(b) All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner in investment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers’ acceptances and municipal notes and bonds. The funds of the Partnership shall not be commingled with the funds of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.2(b).

Section 10.3. Fiscal and Taxable Year. The fiscal and taxable year of the Partnership shall be the calendar year or such other period selected by the General Partner.

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Section 10.4. Annual Tax Information and Report. Within ninety (90) days after the end of each fiscal year of the Partnership, the General Partner shall furnish to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law.

Section 10.5. Partnership Representative; Tax Elections; Special Basis Adjustments.

(a) The General Partner is hereby designated as the “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Code. If any state or local tax law provides for a partnership representative or person having similar rights, powers, authority or obligations, the person designated above shall also serve in such capacity (in any such federal, state or local capacity, the “Partnership Representative”). The General Partner may name a replacement Partnership Representative at any time using the procedures set forth Treasury Regulations Section 301.6223-1; provided, however, that the designated Partnership Representative shall serve as the Partnership Representative until resignation, death, incapacity, or removal. In such capacity, the Partnership Representative shall have all of the rights, authority and power, and shall be subject to all of the obligations, of a partnership representative to the extent provided in the Code and the Treasury Regulations, and the Partners hereby agree to be bound by any actions taken by the Partnership Representative in such capacity. The Partnership Representative shall represent the Partnership in all tax matters to the extent allowed by law. Without limiting the foregoing, the Partnership Representative is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Any decisions made by the Partnership Representative, including, without limitation, whether or not to settle or contest any tax matter, and the choice of forum for any such contest, and whether or not to extend the period of limitations for the assessment or collection of any tax, shall be made in the Partnership Representative’s sole discretion. The Partnership Representative (i) shall have the sole authority to make any elections on behalf of the Partnership permitted to be made pursuant to the Code or the Regulations promulgated thereunder and (ii) may, in its sole discretion, make an election on behalf of the Partnership under Sections 6221(b) or 6226 of the Code, (iii) may request a modification to any assessment of an imputed underpayment, including a modification for any Partner who is a real estate investment trust or regulated investment company as defined in Sections 586 and 851, respectively, based on such Partner making a deficiency dividend pursuant to Section 860 and a modification based on the tax-exempt status of a reviewed year Partner, and (iv) may take all actions the Partnership Representative deems necessary or appropriate in connection with the foregoing. The Partnership Representative shall be reimbursed and indemnified by the Partnership for all claims, liabilities, losses, costs, damages and expenses, and for reasonable legal and accounting fees, incurred in connection with the performance of its duties as Partnership Representative in accordance with the terms hereof, unless the actions of the Partnership Representative constitute gross negligence or intentional misconduct.

(b) Each Partner hereby covenants to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to examinations of the Partnership’s affairs by tax authorities (including, without limitation, promptly filing amended tax returns and promptly paying any related taxes, including penalties and interest) and shall provide promptly and update

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as necessary at any times requested by the Partnership Representative, all information, documents, self-certifications, tax identification numbers, tax forms, and verifications thereof, that the Partnership Representative deems necessary in connection with (1) any information required for the Partnership to determine the application of Sections 6221-6235 of the Code to the Partnership; (2) an election by the Partnership under Section 6221(b) or 6226 of the Code, and (3) an audit or a final adjustment of the Partnership by a tax authority. The Partnership and the Partners hereby agree and acknowledge that (i) the actions of the Partnership Representative in connection with examinations of the Partnership’s affairs by tax authorities shall be binding on the Partnership and the Partners; and (ii) neither the Partnership nor the Partners have any right to contact the IRS with respect to an examination of the Partnership or participate in an audit of the Partnership or proceedings under Sections 6221-6235 of the Code.

(c) If the Partnership elects the application of Section 6226 of the Code (the “Push-out Election”), the Partners shall take into account and report to the IRS (or any other applicable tax authority) any adjustment to their tax items for the reviewed year of which they are notified by the Partnership in a written statement, in the manner provided in Section 6226(b), whether or not the Partner owns a Partnership Interest at such time. Any Partner that fails to report its share of such adjustments on its tax return, shall indemnify and hold harmless the Partnership, the General Partner, the Partnership Representative, and each of their Affiliates from and against any and all liabilities related to taxes (including penalties and interest) imposed on the Partnership as a result of the Partner’s failure. In addition, each Partner shall indemnify and hold the Partnership, the General Partner, the Partnership Representative, and each of their Affiliates harmless from and against any and all liabilities related to taxes (including penalties and interest) imposed on the Partnership resulting from or attributable to such Partner’s failure to comply with the preceding subsection (b) or this subsection (c). Each Partner acknowledges and agrees that no Partner shall have any claim against the Partnership, the General Partner, the Partnership Representative, or any of their Affiliates for any tax, penalties or interest resulting from the Partnership’s election under Section 6226 of the Code.

(d) If the Partnership does not make an election under Section 6226 of the Code, the amount of any imputed underpayment assessed upon the Partnership, pursuant to Code Section 6232, attributable to a Partner (or former Partner), as reasonably determined by the Partnership Representative, shall be treated as a withholding tax with respect to such Partner subject to the provisions of Section 5.2(f) of this Agreement. To the extent any portion of such imputed underpayment cannot be withheld from a current distribution, any such Partner (or former Partner) shall be liable to the Partnership for the amount that cannot be withheld and agrees to pay such amount to the Partnership.

(e) The provisions of this Section 10.5 shall survive the termination of the Partnership, the termination of this Agreement and, with respect to any Partner, the transfer or assignment of any portion of such Partner’s Partnership Interest.

(f) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion.

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(g) In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained in Article 5 of this Agreement, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

(h) The Partnership shall elect to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a sixty (60) month period as provided in Section 709 of the Code.

Section 10.6. Reports Made Available to Limited Partners.

(a) As soon as practicable after the close of each fiscal quarter (other than the last quarter of the fiscal year), upon written request by a Limited Partner to the General Partner, the General Partner will make available, without cost, to each Limited Partner a quarterly report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal quarter, presented in accordance with generally accepted accounting principles. As soon as practicable after the close of each fiscal year, upon written request by a Limited Partner to the General Partner, the General Partner will make available, without cost, to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles.

(b) Any Partner shall further have the right to a private audit of the books and records of the Partnership at the expense of such Partner, provided such audit is made for Partnership purposes and is made during normal business hours.

Section 10.7. State and Local Tax Filings.

(a) The Partnership shall file any tax returns as may be required with any state and local taxing jurisdictions in which the Partnership does business and shall implement any withholding requirements consistent with Section 5.2(g) hereof, the filing of composite returns consistent with this Section 10.7, or such other tax compliance measures as may be required for each such jurisdiction.

(b) When available as a state and local compliance option, the Partnership may file composite returns in lieu of income tax withholding pursuant to Section 5.2(f) hereof or other tax compliance options with respect to its eligible nonresident Partners and each such eligible Partner will assist in completing any consents, elections, or authorizations as may be required to enable the Partnership to file composite returns on such Partner’s behalf.

(c) Each Partner eligible to participate in a composite return (i) may elect to have his, her or its allocable share of Profit, gain, loss and expense from the Partnership included in composite returns filed by the Partnership on its behalf and (ii) agrees to cooperate with the Partnership to execute any authorizations, elections or consents that may be necessary in connection with any such composite return filings.

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ARTICLE 11

AMENDMENT OF AGREEMENT; EXTRAORDINARY TRANSACTIONS

The General Partner’s consent shall be required for any amendment to this Agreement and any merger, consolidation, conversion, division or sale of all or substantially all of the assets of the Partnership. The General Partner, without the consent of any Limited Partner, may approve any merger, consolidation, conversion, division or sale of all or substantially all of the assets of the Partnership outside the ordinary course of its business; provided, however, that either (a) any merger, consolidation, conversion, division or sale of all or substantially all of the assets of the Partnership outside the ordinary course of its business other than in connection with a Transaction described in Section 6.6(e), Section 7.1(b)(ii) or (iii) or Section 7.3(c) or (b) any of the following amendments to this Agreement, whether by merger, consolidation or otherwise, shall require the approval of Limited Partners holding a majority of the outstanding Common Units then held by Limited Partners:

(i) any amendment that would affect the operation of the Redemption Right (except to effect an adjustment in accordance with the principles of Section 4.3(iii) or to give effect to the provisions of Section 7.1(b)(iii)(E)) in a manner adverse to the Limited Partners;

(ii) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than the establishment of any additional Class of Partnership Interests or issuance of any additional Partnership Interests pursuant to Section 4.3(a)(i) hereof;

(iii) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than the establishment of any additional Class of Partnership Interests or issuance of any additional Partnership Interests pursuant to Section 4.3(a)(i) hereof; or

(iv) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

In addition to the foregoing, any amendments to this Agreement, whether by merger, consolidation or otherwise, that would materially and adversely affect the right of the Special Limited Partner to receive the distributions payable to it hereunder in connection with the Special Limited Partner Interest shall require the approval of Special Limited Partner, provided that the issuance of additional Partnership Interests shall not materially and adversely affect the right of the Special Limited Partner to receive the distributions payable to it hereunder in connection with the Special Limited Partner Interest.

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ARTICLE 12

GENERAL PROVISIONS

Section 12.1. Notices. All communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, or sent or made available by electronic transmission, to the Partners at the addresses (including electronic mail address) set forth in the Register; provided, however, that any Partner may specify a different address by notifying the General Partner in writing of such different address. Notices to the Partnership shall be delivered at or mailed to its specified office.

Section 12.2. Survival of Rights. Subject to the provisions hereof limiting transfers, this Agreement shall be binding upon and inure to the benefit of the Partners and the Partnership and their respective legal representatives, successors, transferees and assigns.

Section 12.3. Additional Documents. Each Partner agrees to perform all further acts and execute, swear to, acknowledge and deliver all further documents which may be reasonable, necessary, appropriate or desirable to carry out the provisions of this Agreement or the Act.

Section 12.4. Severability. If any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.

Section 12.5. Entire Agreement. This Agreement and exhibits attached hereto constitute the entire Agreement of the Partners and supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.

Section 12.6. Pronouns and Plurals. When the context in which words are used in the Agreement indicates that such is the intent, words in the singular number shall include the plural and the masculine gender shall include the neuter or female gender as the context may require.

Section 12.7. Headings. The Article headings or sections in this Agreement are for convenience only and shall not be used in construing the scope of this Agreement or any particular Article.

Section 12.8. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.

Section 12.9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of law.

- Signature Page Follows -

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IN WITNESS WHEREOF, the parties hereto have hereunder affixed their signatures to this Amended and Restated Limited Partnership Agreement, to be effective as of the 4th day of April, 2022.

GENERAL PARTNER:
EXCHANGERIGHT INCOME FUND
By:	/S/ WARREN THOMAS
Name: Warren Thomas
Title: Secretary

EXHIBIT A

NOTICE OF EXERCISE OF REDEMPTION RIGHT

In accordance with Section 8.5 of the Amended and Restated Limited Partnership Agreement (the “Agreement”) of ExchangeRight Income Fund Operating Partnership, LP, the undersigned hereby irrevocably (i) presents for exchange      Class        Units in ExchangeRight Income Fund Operating Partnership, LP, in accordance with the terms of the Agreement and the Redemption Right referred to in Section 8.5 thereof, (ii) surrenders such Units and all right, title and interest therein, and (iii) directs that the Cash Amount or REIT Shares Amount (as defined in the Agreement) as determined by the General Partner deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if REIT Shares (as defined in the Agreement) are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below.

Exhibit A-1

EX-10.2(A)

Exhibit 10.2a

AMENDED AND RESTATED UNCOMMITTED SENIOR REVOLVING SECURED

LINE OF CREDIT AGREEMENT

This Amended and Restated Uncommitted Senior Revolving Secured Line of Credit Agreement (this “Agreement”), dated as of April 4, 2022 (the “Effective Date”), is entered into between ExchangeRight Real Estate, LLC, a California limited liability company (“ExchangeRight”), and ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (“Lender”).

RECITALS

A. The parties entered that certain Uncommitted Senior Revolving Secured Line of Credit Agreement dated as of February 28, 2019 (the “Original Agreement”), which had a facility amount of $15,000,000.

B. The parties entered that certain Amended and Restated Uncommitted Senior Revolving Secured Line of Credit Agreement dated as of May 18, 2020 (the “First A&R Agreement”), which had a facility amount of $30,000,000.

C. The parties entered that certain Amended and Restated Uncommitted Senior Revolving Secured Line of Credit Agreement dated as of April 4, 2022 (the “Second A&R Agreement”), which had a facility amount of $75,000,000.

D. The parties entered that certain Amended and Restated Uncommitted Senior Revolving Secured Line of Credit Agreement dated as of November 8, 2021 (the “Third A&R Agreement”), which had a facility amount of $100,000,000

E. ExchangeRight Income Strategy, a Maryland statutory trust and the general partner of Lender (the “REIT”), is concurrently offering up to a maximum amount of $2,165,000,000, subject to an increases as set forth in the Memorandum (as applicable, “Maximum Offering Amount”), of its common shares pursuant to the terms of its confidential private placement memorandum dated as of the Effective Date (the “Memorandum”).

F. ExchangeRight desires to increase the financing facility (the “Facility”) to provide it capital in the aggregate amount of up to $250,000,000 (an amount equal to 11.55% of the current Maximum Offering Amount), as may be increased pro rata as set forth in Section 4 below (the “Facility Amount”), which ExchangeRight will use to make capital contributions to ExchangeRight Income Fund RSLCA, LLC, a Delaware limited liability company (the “SPE”), which capital contributions the SPE will use directly or through other entities (either wholly owned by the SPE or in which the SPE is an equity holder with other persons) (a “2^nd Tier SPE”) to fund the acquisition, financing, or inventorying of single-tenant, net-leased retail and healthcare real estate properties throughout the United States, net leased under leases to investment-grade or other creditworthy tenants similar to the other Identified Trust Properties (collectively the “Properties”). Any Properties held by the SPE or a 2^nd Tier SPE which were acquired using proceeds from the Note are referred to herein as “SPE Properties.”

G. ExchangeRight and Lender have entered into this Agreement to amend and restate the Third A&R Agreement and to evidence Lender’s agreement to make the Facility to ExchangeRight and to reflect the parties’ agreement as to how the Facility will be treated.

NOW, THEREFORE, in consideration of the premises and in further consideration of the mutual covenants and agreements herein set forth, the parties covenant and agree as follows:

AGREEMENT

1. Execution and Delivery of Note. Lender covenants and agrees to make the Facility to ExchangeRight and ExchangeRight covenants and agrees to execute and deliver the Amended and Restated Secured Revolving Note, attached hereto as Exhibit A and as may be amended, modified, supplemented or restated hereafter (the “Note”), and the other Loan Documents (as defined below), to Lender to evidence Lender’s and ExchangeRight’s obligations under the Facility.

2. Advances. ExchangeRight may borrow, subject to Lender’s approval, repay and re-borrow, subject to Lender’s approval, hereunder until the Maturity Date (as defined below), subject to the terms and conditions of this Agreement, the Note, the Subordination Agreement (as defined below), the Pledge Agreement (as defined below) and each Disbursement Request (as defined below) (collectively, the “Loan Documents”).

3. Nonrecourse, Subordination and Security. Except as contemplated by this Section 3, the Note and the Facility Amount shall be non-recourse to ExchangeRight. ExchangeRight shall cause to be delivered to Lender the Amended and Restated Subordination Agreement, dated of even date herewith, by and among each of ExchangeRight’s common equity members and Lender, attached hereto as Exhibit B and as may be amended, modified, supplemented or restated hereafter (the “Subordination Agreement”), which provides that the payment of any obligations due under the Facility, which have been accrued and are currently owed to Lender, will be senior to the payment of any profit distributions to ExchangeRight’s common equity members. The security for the Note (the “Collateral”) is the Amended and Restated Pledge Agreement, dated of even date herewith, by and between ExchangeRight and Lender, attached hereto as Exhibit C and as may be amended, modified, supplemented or restated hereafter (the “Pledge Agreement”), whereby ExchangeRight continues to pledge to Lender its membership interest in the SPE, which pledge provides that upon the occurrence of an Event of Default under the Loan Documents, Lender shall receive the right to execute an assignment of such membership interest in the SPE. The SPE Properties may be transferred by ExchangeRight into a wholly owned subsidiary of the SPE or any 2^nd Tier SPE at ExchangeRight’s discretion, in which case any representation covenant or agreement contained in this Agreement or the Loan Documents related to the SPE or a 2^nd Tier SPE shall also be deemed to apply to such subsidiary. If additional debt financing is used to acquire or inventory the SPE Properties, (a) the SPE Properties may be used as collateral for such financing, (b) the Note will remain secured by the Collateral and the security interest in the Collateral shall be senior to all other security interests in the Collateral; and (c) if Lender forecloses on the Collateral it will do so subject to any such financing and security interest in the Properties.

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4. Facility Amount. The maximum amount available to be disbursed under the Facility at any time shall be no greater than the Facility Amount. The Facility Amount is currently $250,000,000 but shall automatically be increased if the Maximum Offering Amount of the Trust’s Class I shares is increased in excess of $2,165,000,000, and such increased Facility Amount shall be equal to the pro rata amount of the current ratio of the existing Facility Amount (11.55% of the Maximum Offering Amount) and the increased Maximum Offering Amount (i.e., if the Maximum Offering Amount is increased to $3,000,000,000, the Facility Amount shall be automatically increased to $346,500,000). Lender has a right to either increase or lower the Facility Amount upon 60 days’ notice to ExchangeRight and receipt of any reasonable documentation reflecting such increase or decrease as may be advisable. In accordance with the terms hereof, ExchangeRight and Lender shall mutually agree to any such funding. This Facility shall have the ability to be drawn until the Maturity Date. Beginning on the date hereof, any amounts that remain outstanding under the Third A&R Agreement or the Second A&R Agreement or the First A&R Agreement or the Original Agreement shall be treated in accordance with this Agreement and the Loan Documents.

5. Facility Disbursements. Subject to the terms and conditions of this Agreement and up until the Maturity Date and so long as no Event of Default has occurred and is continuing, (a) Lender may make additional loan disbursements to ExchangeRight up to the Facility Amount; (b) ExchangeRight may borrow, subject to Lender’s approval, from time to time amounts which do not, in the aggregate, exceed the Facility Amount; and (c) ExchangeRight shall have the right to repay principal and, subject to Lender’s approval, borrow additional proceeds up to the Facility Amount. Whenever ExchangeRight desires to obtain additional proceeds, ExchangeRight shall notify Lender in writing no later than 1:00 p.m. (Pacific time) on the date which is five days prior to the date on which the requested draw is to be made, which notice shall provide a list of SPE Properties to be acquired and the name of the applicable entity which will hold the SPE Property and the owners of such entity, reaffirm the representations and warranties in this Agreement and confirm that no Event of Default exists (each, a “Disbursement Request”). Subject to the terms and conditions of this Agreement and the other Loan Documents and provided that the aggregate amount of Lender’s draws does not exceed the Facility Amount, and subject to the mutual agreement of both parties to make the additional loan disbursements, Lender shall fund the requested draw on the effective date specified therefor; provided, however, that Lender shall not fund a disbursement if an Event of Default shall have occurred and be continuing or if, for any other reason, Lender shall not have agreed to such funding. The amount funded by Lender of any and all draws shall be added to the outstanding principal balance of the Facility, and interest shall accrue thereon as set forth in Section 4 of the Note.

6. Facility Payments. When any SPE Property is sold or transferred (other than to a wholly owned subsidiary of the SPE or a 2^nd Tier SPE), in whole or in part, which SPE Property has been acquired using principal drawn from the Facility, ExchangeRight must repay the respective principal balance of the Facility associated with such SPE Property no later than the day before the last day of Lender’s fiscal quarter in which the sale or transfer occurs.

7. Prepayment. ExchangeRight may prepay the principal balance of the Note, in full at any time or in part from time to time.

8. Term/Maturity Date. The Facility shall have a term of five years as set forth in the Note (the “Maturity Date”).

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9. Representations and Warranties. To induce the Lender to enter into the Facility and to make each disbursement under the Facility, ExchangeRight makes the representations and warranties set forth in this Section 9 to the Lender (which representations and warranties shall survive the execution and delivery of this Agreement and be deemed reaffirmed each time ExchangeRight requests a disbursement of a portion of the Facility Amount).

(a) Organization; Good-Standing; Qualification. ExchangeRight is a limited liability company duly formed, validly organized and in good standing in the State of California. The SPE is be a limited liability company duly formed, validly organized and in good standing in its state of its formation and each 2^nd Tier SPE will be an entity duly formed, validly organized and in good standing in the state of its formation.

(b) Power and Authority. ExchangeRight has full power and legal authority to enter into this Agreement and each of the other Loan Documents to which it is a party. ExchangeRight has taken all action necessary for the execution and delivery of this Agreement and each of the other Loan Documents and for the performance by it of each of its obligations hereunder and thereunder.

(c) Enforceability. Upon execution and delivery by each of the parties thereto, this Agreement and each of the other Loan Documents shall be the legal, valid and binding obligations of ExchangeRight and shall be enforceable against ExchangeRight in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(d) Litigation. There are no material actions, suits, claims, investigations or adversarial proceedings pending or, to the knowledge of ExchangeRight, threatened against ExchangeRight, the SPE, any 2^nd Tier SPE, the Collateral or any SPE Property.

(e) Orders; Decrees; Judgments. There are no outstanding orders, judgments, writs, injunctions or decrees of any court, government authority or arbitration or mediation panel or tribunal against or affecting ExchangeRight, the SPE, any 2nd Tier SPE, the Collateral or any SPE Property.

(f) Non-Contravention. Neither the execution and delivery of this Agreement and the other Loan Documents nor the performance by ExchangeRight of its obligations hereunder and thereunder will cause any breach, default or violation of any applicable law or require the consent or approval of any court, governmental authority or other third party.

(g) Title to Collateral. ExchangeRight has good, complete, indefeasible and marketable title to, and ownership of, the Collateral, free and clear of all liens (except those granted to Lender under the Loan Documents), defects, claims, security interests and encumbrances.

(h) Title to Real Estate. The SPE or any applicable 2^nd Tier SPE has or will have good, marketable and indefeasible title in fee to its SPE Properties.

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(i) Compliance. ExchangeRight, each SPE, each 2^nd Tier SPE and each SPE Property complies in all material respects with all applicable laws (including with respect to applicable zoning and land use laws, regulations and ordinances and environmental laws).

(j) Physical Condition. The SPE Properties are in good condition, order and repair in all material respects and there exists no structural or other material defect or damages to the SPE Properties, whether latent or otherwise.

(k) Leases. With respect to each lease related to a SPE Property: (i) such lease is in full force and effect; (ii) there are no material defaults on the part of the landlord; (iv) to ExchangeRight’s knowledge, there is no present material default by the tenant; and (vi) it is the valid, binding and enforceable obligation of the parties thereto.

(l) Solvency. As of the date of any requested disbursement of any of the Facility Amount and after giving effect to the disbursement, (1) the present fair saleable value of ExchangeRight’s assets is greater than the amount required to pay ExchangeRight’s total debt (contingent or otherwise) and is greater than the amount that will be required to pay such debt as it matures and as it becomes absolute and matured; and (2) the present fair saleable value of the Collateral exceeds the amount outstanding under the Facility.

(m) No Event of Default. No Event of Default exists under the Third A&R Agreement or the original Loan Documents (as defined in the Original Agreement).

10. Affirmative and Negative Covenants. Until the Note is repaid in full and each of the obligations under the Loan Documents have been satisfied in full and discharged, ExchangeRight shall comply with all of the covenants set forth in this Section 10.

(a) Notices and Deliveries. ExchangeRight shall give prompt written notice to Lender of: (i) any material litigation, proceedings or investigations pending or threatened against ExchangeRight, the SPE, any 2^nd Tier SPE or any SPE Property which might materially adversely affect such entity’s condition (financial or otherwise) or the SPE Properties; and (ii) any Event of Default of which ExchangeRight has knowledge.

(b) Bookkeeping. ExchangeRight shall keep proper and accurate books, records and accounts reflecting all of the financial affairs of ExchangeRight, the SPE and each 2^nd Tier SPEs.

(c) Use of Proceeds. ExchangeRight shall use the net proceeds of disbursements of the Facility Amount solely for the SPE to acquire SPE Properties as set forth in the recitals to this Agreement.

(d) Payments and Obligations to the Lender. ExchangeRight shall make all payments of principal, interest and other charges as and when due under the Note and shall timely make all payments of any comply with any other obligations under the Loan Documents.

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(e) Other Debts. ExchangeRight shall promptly make or cause to be made by the SPE and each 2^nd Tier SPEs all payments of obligations under any debt secured by the SPE Properties.

(f) Taxes. ExchangeRight shall pay and discharge, or cause the SPE and any 2^nd Tier SPEs, to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon such entities or upon their income or profits, or upon any properties belonging to any of them, including the SPE Properties.

(g) Insurance. ExchangeRight, the SPE and any 2^nd Tier SPEs shall maintain adequate insurance to cover the SPE Properties.

(h) Information Requests. ExchangeRight shall furnish from time to time to the Lender all information the Lender may reasonably request. ExchangeRight shall and shall cause the SPE and any 2^nd Tier SPE to permit Lender from time to time during normal business hours upon reasonable notice to examine the books, records and accounts of ExchangeRight, the SPE and any 2^nd Tier SPE at the office of ExchangeRight or other person maintaining them, and to make such copies or extracts thereof as Lender shall desire.

(i) Maintain Existence. ExchangeRight shall take or cause to be taken all steps and perform or cause to be performed all actions necessary or appropriate to preserve and keep in full force and effect its, the SPE’s and any 2^nd Tier SPE’s existence as an entity and such entities’ right to conduct its business.

(j) Protection of Collateral and Properties. ExchangeRight shall take, and cause the SPE or any 2^nd Tier SPE to take, all reasonable steps and perform or cause to be performed all reasonable actions necessary or appropriate to protect the SPE Properties and to maintain the Lender’s perfected security interest in the Collateral. In furtherance of the foregoing, ExchangeRight shall at all times make sure that any ownership interest in the SPE shall not be governed by Article 8 of the applicable Uniform Commercial Code, authorize Lender to file with respect to the SPE and the Collateral a financing statement under the applicable Uniform Commercial Code.

(k) Compliance with Laws. ExchangeRight shall comply and shall cause the SPE and each 2^nd Tier SPE to comply in all material respects with all applicable laws, including environmental laws.

(l) Change of Structure. ExchangeRight shall not, without providing at least 30 days’ prior written notice to the Lender, change its or the SPE’s legal name, identity, type of organization, jurisdiction of organization, corporate structure, location of its chief executive office or its principal place of business or its organizational identification number. ExchangeRight will, prior to any change described in the preceding sentence, take all actions requested by the Lender to maintain the Lender’s security interest in the Collateral.

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(m) Distributions. If an Event of Default has occurred and is continuing, ExchangeRight shall not make or cause to be made any distribution of cash, capital stock or other property of ExchangeRight to any of its members, whether such distribution would be characterized as a dividend or otherwise. ExchangeRight shall not take any action that is inconsistent with the Subordination Agreement and confirms that the members party thereto are the only members of ExchangeRight.

(n) No Encumbrances. ExchangeRight shall not permit to exist against any of the Collateral any lien, mortgage, pledge, security interest, title retention device, or other encumbrance senior to the liens and security interests of the Lender under the Security Documents.

11. Default and Remedies. An Event of Default as defined in the Note shall be an “Event of Default” under this Agreement and each other Loan Document and, after an Event of Default, Lender may exercise the remedies set forth in the Note, this Agreement, the Pledge and the other Loan Documents.

12. Fees and Expenses of the Lender. ExchangeRight shall pay, as and when incurred, all of any fees or expenses of Lender incurred in connection with enforcing its rights under the Loan Documents.

13. Indemnification. ExchangeRight agrees to indemnify, defend and hold harmless the Lender and any of its officers, directors, partners, employees, agents, controlling persons, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities, demands, liens, penalties and related expenses, including reasonable attorneys’ fees and expenses, incurred by or asserted against any of the Indemnified Parties arising out of, in any way in connection with, or as a result of: (a) any fact, matter, thing or event relating to ExchangeRight, the SPE, any 2^nd Tier SPE and/or the SPE Properties; (b) this Agreement and the other Loan Documents (or the Third A&R Agreement or the Second A&R Agreement or the First A&R Agreement or the Original Agreement or the original Loan Documents (as defined in the Original Agreement)), (c) the occurrence of any Event of Default hereunder or under the Third A&R Agreement or the Second A&R Agreement or under the First A&R Agreement or under the Original Agreement or any event that would constitute an Event of Default upon the giving of notice and/or passage of time; (d) any federal, state or local transfer or recording taxes or filing fees which may become payable in connection with this transaction; (e) the spilling, leaking, pumping, pouring, unsettling, discharging, leaching, releasing or clean up of any hazardous materials by any person or entity on any of the SPE Properties prior to a transfer to the Lender of the Collateral or of the SPE Property to a purchaser in a foreclosure or otherwise; or (f) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any of the Indemnified Parties is a party thereto; provided, however, any such indemnity shall not apply to any such losses, claims, damages, liabilities, demands, liens, penalties or related expenses arising from the gross negligence or willful misconduct of the Lender.

14. Permitted Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. Each party hereto agrees not to transfer, assign, pledge, or hypothecate any right or interest in this Agreement without the prior written consent of the other party hereto; provided, however, that Lender shall be permitted to assign this Agreement and its interest in and to the Note to an affiliate of Lender without ExchangeRight’s consent. Except as permitted hereunder, any such transfer, assignment, pledge, or hypothecation made or attempted by any party hereto without the prior written consent of the other party hereto shall be void and with no effect.

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15. Modification. None of the terms and provisions of this Agreement may be changed, waived, modified, discharged, or terminated except by an instrument in writing executed by the party or parties against whom enforcement of the change, waiver, modification, discharge, or termination is asserted.

16. Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument, respectively. Executed copies of the signature pages of this Agreement sent by facsimile or transmitted electronically in either Tagged Image Format Files or Portable Document Format shall be treated as originals, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment.

17. Governing Law. This Agreement shall be governed by and construed, interpreted, and enforced in accordance with the laws of the State of California.

18. Submission to Jurisdiction. The parties irrevocably and unconditionally submit, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of California sitting in Los Angeles, CA and of the United States District Court of the Southern District of California, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such California state court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

19. Waiver of Venue. ExchangeRight irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in Section 13. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

20. COMMERCIAL PURPOSES. EXCHANGERIGHT ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT THE FACILITY EVIDENCED BY THIS AGREEMENT AND THE NOTE IS FOR COMMERCIAL PURPOSES. EXCHANGERIGHT FURTHER ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT IT IS ENGAGED EXCLUSIVELY IN COMMERCIAL PURSUITS AND THAT THE PROCEEDS OF THIS AGREEMENT AND THE NOTE ARE TO BE UTILIZED IN THE BUSINESS ACTIVITIES OF EXCHANGERIGHT AND WILL NOT BE UTILIZED FOR CONSUMER PURPOSES.

21. Time of Essence. Time shall be of the essence for each and every provision of this Agreement of which time is an element.

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first above written.

ExchangeRight: ExchangeRight Real Estate, LLC,

	a California limited liability company
	By:	/S/ WARREN THOMAS
	Name: Warren Thomas
	Title: Manager
LENDER:	ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership,
	By:	ExchangeRight Income Fund, a Maryland statutory trust; its general partner
		By:	/S/ WARREN THOMAS
		Name: Warren Thomas
		Title: Manager

- Signature Page to Amended and Restated

Uncommitted Senior Revolving Secured Line of Credit Agreement dated April 4, 2022 -

EXHIBIT A

FORM OF AMENDED AND RESTATED SECURED REVOLVING NOTE

AMENDED AND RESTATED SECURED REVOLVING NOTE

$250,000,000 April 4, 2022

(as may be increased)     (“Effective Date”)

FOR VALUE RECEIVED, the undersigned, ExchangeRight Real Estate, LLC, a California limited liability company (“Maker”), hereby unconditionally promises to pay to the order of ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (“Payee”), at 1055 E. Colorado Blvd., Suite 310, Pasadena, CA 91106 or such other address given to Maker by Payee, the principal sum of Two Hundred Fifty Million Dollars ($250,000,000) or such increased amount as contemplated below (the “Facility Amount”), or, if less, the aggregate unpaid principal balance of loans and advances outstanding pursuant to the Amended and Restated Uncommitted Senior Revolving Secured Line of Credit Agreement, dated of even date herewith (as such may be amended, modified, supplemented or restated hereafter, the “Loan Agreement”), by and between Maker and Payee, in either case with interest at the rate and payable in the manner stated in the Loan Agreement. The loans and advances shall be repaid as provided in the Loan Agreement, all in accordance with the terms of this Secured Revolving Note, as may be amended, modified, supplemented or restated hereafter (this “Note”).

Section 1. Definitions. When used in this Note, terms used but not defined herein shall have the meanings assigned to them in the Loan Agreement and the following terms shall have the respective meanings specified herein:

“Drawn Interest Rate” has the meaning ascribed to it in Section 4 hereof.

“Effective Date” has the meaning ascribed to it in the Preamble hereof.

“Event of Default” has the meaning ascribed to it in Section 8 hereof.

“Facility Amount” has the meaning ascribed to it in the Preamble hereof; provided, however, the Facility Amount shall automatically be increased as contemplated by Section 4 of the Loan Agreement.

“Loan Documents” means this Note, the Loan Agreement, the Subordination Agreement, the Pledge Agreement and each Disbursement Request.

“Maturity Date” means the fifth year anniversary of the Effective Date.

“Pledge Agreement” means that certain Pledge Agreement dated of even date herewith by and between Maker and Payee, as may be amended, modified, supplemented or restated hereafter.

“Loan Agreement” has the meaning ascribed to it in the Preamble hereof.

“Subordination Agreement” means that certain Subordination Agreement dated of even date herewith by and between the common equity holders of Maker and Payee, as may be amended, modified, supplemented or restated hereafter.

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Section 2. Loan Agreement. This Note is issued in connection with the Loan Agreement and is secured by the Subordination Agreement and the Pledge Agreement.

Section 3. Advances/Disbursements. Maker may borrow, repay and re-borrow hereunder until the Maturity Date, subject to the terms and conditions of this Note, the Loan Agreement and the other Loan Documents. Beginning on the date hereof, any amounts that remain outstanding under the Third A&R Agreement or the Second A&R Agreement or the First A&R Agreement or the Original Agreement shall be treated in accordance with this Agreement and the Loan Documents.

Section 4. Payments and Interest. When the SPE or any 2^nd Tier SPE sells or otherwise transfers any SPE Property (other than to a wholly owned subsidiary of the SPE or a 2^nd Tier SPE), in whole or in part, which Property was been acquired using principal drawn from the Facility, Maker must repay the respective principal balance of Facility Amount associated with such Property and any unpaid interest or other costs associated with such amount no later than the day before the last day of Lender’s fiscal quarter in which the sale or transfer occurs. Except as otherwise expressly provided for herein, interest shall accrue from time to time on the outstanding Facility Amount hereof at the rate of 12% per annum on the actual average outstanding principal balance of the Facility Amount during the month ended immediately prior to the payment date (the “Drawn Interest Rate”) calculated on the basis of actual days outstanding and the actual number of days in a year. Accrued and unpaid interest shall be due and payable in arrears monthly on the first day of each calendar month. All outstanding principal and accrued and unpaid interest on this Note shall be due and payable on or before the Maturity Date in accordance with the terms of the Loan Agreement.

All payments of principal, interest, costs, expenses and fees on this Note shall be made by Maker to Payee in federal or other immediately available funds. Payments made to Payee by Maker hereunder shall be applied first, to the payment of costs, expenses and fees due from Maker to Payee arising under or in connection with this Note or the indebtedness evidenced hereby, second to accrued interest hereon and then to outstanding principal hereunder.

Section 5. Prepayments. Maker may prepay the outstanding Facility Amount of this Note, in whole or in part, at any time and from time to time, without premium or penalty. Any such prepayment shall be made together with payment of interest accrued on the amount of principal being prepaid through the date of such prepayment.

Section 6. Representations, Warranties and Covenants. The representations, warranties and covenants contained in the Loan Agreement are incorporated by reference herein.

Section 7. Waiver. Except as specifically provided for in this Note, Maker waives presentment, demand, protest, notice of protest and non-payment or other notice of default, notice of acceleration and intention to accelerate or other notice of any kind, and agrees that its liability under this Note shall not be affected by any renewal or extension in the time of payment hereof.

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Section 8. Events of Default and Remedies. An “Event of Default” shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) Maker shall fail to pay when due, any principal or interest upon this Note and such failure shall continue for more than 15 business days; (b) any representation or warranty made by Maker to Payee herein, in any other Loan Document or in any other agreement or document shall prove to be untrue or inaccurate in any material respect; (c) any default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in any other Loan Document and such default shall not be cured by Maker within 15 business days following Maker’s receipt of written notice of such default; (d) this Note or any other Loan Document shall cease to be the legal, valid, binding agreement enforceable against Maker in accordance with its terms or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the rights, titles, interests, remedies, powers or privileges intended to be created thereby (including, without limitation, if Lender’s security interest in the Collateral is not effective); or (e) Maker shall (i) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (ii) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (v) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (f) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of Maker or appointing a receiver, trustee, intervenor or liquidator of Maker, or of all or substantially all of its assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days.

Upon the occurrence of any Event of Default, Lender hereof may, at its option, (A) declare the entire unpaid balance of principal and accrued interest upon this Note to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 7 hereof, (B) reduce any claim to judgment, and/or (C) pursue and enforce any of Payee’s rights and remedies available pursuant to any applicable law or any Loan Document (including, without limitation, the right under the Pledge Agreement to replace ExchangeRight as the owner of any SPE).

Section 9. Usury Laws. Regardless of any provisions contained in this Note, Payee shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on this Note, any amount in excess of the maximum rate permitted by applicable law, and, in the event Payee ever receives, collects or applies as interest any such excess, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of this Note, and, if the principal balance of this Note is paid in full, then any remaining excess shall forth with be paid to Maker.

Section 10. Costs. If this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceeding at law or in equity, or in bankruptcy, receivership or other court proceedings, Maker agrees to pay all reasonable costs of collection, including, but not limited to, court costs and reasonable attorneys’ fees, including all costs of appeal.

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Section 11. Governing Law. This Note shall be governed by, and construed in accordance with, the law of the State of California.

Section 12. No Waiver; Amendment. No acceptance of a partial or past due payment, or indulgences granted from time to time shall be construed (a) as a novation of this Note or as a waiver of the right of acceleration or of the right of Payee thereafter to insist upon strict compliance with the terms of this Note, or (b) to prevent the exercise of such right of acceleration or any other right granted under this Note or by any applicable laws. Maker hereby expressly waives and relinquishes the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing. The failure to exercise any remedy available to Payee shall not be deemed to be a waiver of any rights or remedies of Payee under this Note or at law or in equity. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for the payment of this Note, shall operate to release, discharge, modify, change or affect the original liability of Maker under this Note, either in whole or in part, unless Payee specifically, unequivocally and expressly agrees otherwise in writing. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, or modification is sought.

Section 13. ENTIRETY. THIS NOTE AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT OF MAKER AND PAYEE, AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE.

[Remainder of page intentionally left blank; signatures follow.]

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IN WITNESS WHEREOF, the undersigned has caused this Note to be executed on the day and year first above written.

MAKER:
ExchangeRight Real Estate, LLC, a California limited liability company
By:	/S/ WARREN THOMAS
Name: Warren Thomas
Title: Manager

- Signature Page to Amended and Restated Secured Revolving Note dated April 4, 2022 -

EXHIBIT B

FORM OF AMENDED AND RESTATED SUBORDINATION AGREEMENT

AMENDED AND RESTATED SUBORDINATION AGREEMENT

This Amended and Restated Subordination Agreement is made as of April 4, 2022 by and between the undersigned limited liability company members (collectively, the “Members”) of ExchangeRight Real Estate, LLC, a California limited liability company (“ExchangeRight”), and ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (“Company”).

RECITALS

A. The parties entered that certain Subordination Agreement dated as of February 28, 2019 (the “Original Agreement”).

B. The parties entered that certain Amended and Restated Subordination Agreement dated as of May 18, 2020 (the “First A&R Agreement”).

C. The parties entered that certain Amended and Restated Subordination Agreement dated as of March 2, 2021 (the “Second A&R Agreement”).

D. The parties entered that certain Amended and Restated Subordination Agreement dated as of November 8, 2021 (the “Third A&R Agreement”).

E. Company will provide a revised financing facility to ExchangeRight (the “Revised Facility”) and disburse draws under the Revised Facility (“Disbursements”) to ExchangeRight for ExchangeRight to use to fund ExchangeRight Income Fund RSLCA, LLC, a Delaware limited liability company (the “SPE”), which the SPE will use to fund the acquisition and financing of properties directly by the SPE or indirectly by the SPE through other special purpose entities, pursuant to the Amended and Restated Uncommitted Senior Revolving Secured Line of Credit Agreement, dated the date hereof, by and between Company and ExchangeRight, as may be amended, modified, supplemented or restated hereafter (the “Restated Loan Agreement”) and the other Loan Documents. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Restated Loan Agreement.

F. The Members entered into that certain Amended and Restated Operating Agreement of ExchangeRight dated March 31, 2014, as amended (the “Operating Agreement”) and are the sole members of ExchangeRight.

G. In order to induce Company to make Disbursements, the Members are willing to subordinate their Distributions (as defined in the Operating Agreement), including, but not limited to, any Distributions pursuant to Articles IV or XIII of the Operating Agreement (collectively, “Distributions”) for the benefit of Company as set forth in this Agreement.

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AGREEMENT

NOW, THEREFORE, with reference to the foregoing Recitals, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. The Members hereby acknowledge and agree to subordinate to Company the payment of any Distributions to the prior payment of any obligations due under the Revised Facility which have been accrued and are owed to Company, including any increases in the Facility Amount (as defined in the Restated Loan Agreement) pursuant to the terms of the Restated Loan Agreement. The Members acknowledge and agree that the prior payment of obligations due under the Revised Facility, which have been accrued and are owed to Company, are senior in rights to Distributions paid to the Members. For the avoidance of doubt, Company acknowledges and agrees that as long as ExchangeRight is current on its payment obligations owed to Company, Distributions may be made freely and without limit to the Members.

2. Company acknowledges and agrees that notwithstanding anything to the contrary herein Company shall not have any security interest in ExchangeRight’s net profits nor in any limited liability company membership interests owned by the Members.

3. The Members shall promptly deliver to Company in the form received (except for endorsement or assignment by the Members where required by Company), for application to the payment of obligations due under the Revised Facility which have been accrued and are owed to Company, any Distributions received by the Members with respect to Company other than in accordance with this Agreement.

4. This Agreement shall remain effective for so long as any obligations remain outstanding under the Restated Loan Agreement or other Loan Documents and have not been repaid to Company pursuant to the terms of the Restated Loan Agreement or other Loan Documents.

5. This Agreement shall bind any successors or assignees of the Members and shall benefit any successors or assigns of Company.

6. This Agreement may be executed by the parties hereto in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument, respectively. Executed copies of the signature pages of this Agreement sent by facsimile or transmitted electronically in either Tagged Image Format Files or Portable Document Format shall be treated as originals, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment.

7. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to conflicts of laws principles. Members and Company submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.

8. This Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and commitments. This Agreement may be amended only by written instrument signed by the Members and Company.

9. In the event of any legal action to enforce the rights of a party under this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in such action.

[Remainder of page intentionally left blank; signatures follow.]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

“Members”

/S/ DAVID FISHER

David Fisher

/S/ JOSHUA UNGERECHT

Joshua Ungerecht

/S/ WARREN THOMAS

Warren Thomas

“Company”
ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership,
By:	ExchangeRight Income Fund, a Maryland statutory trust; its general partner

By: ExchangeRight Income Fund Trustee, LLC, a Delaware limited liability company; its Trustee

By: ExchangeRight Real Estate, LLC, a California limited liability company; its sole member

By:	/S/ WARREN THOMAS
Name: Warren Thomas
Title: Manager

- Signature Page to Amended and Restated

Subordination Agreement dated April 4, 2022 -

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EXHIBIT C

FORM OF PLEDGE AGREEMENT

AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AGREEMENT

This AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AGREEMENT, dated as of April 4, 2022 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and between ExchangeRight Real Estate, LLC, a California limited liability company (the “Pledgor”), in favor of ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (the “Company”).

RECITALS

A. The parties entered that certain Membership Interest Pledge Agreement dated as of February 28, 2019 (the “Original Agreement”).

B. The parties entered that certain Amended and Restated Membership Interest Pledge Agreement dated as of May 18, 2020 (the “First A&R Agreement”).

C. The parties entered that certain Amended and Restated Membership Interest Pledge Agreement dated as of March 2, 2021 (the “Second A&R Agreement”).

D. The parties entered that certain Amended and Restated Membership Interest Pledge Agreement dated as of November 8, 2021 (the “Third A&R Agreement”).

E. The Company will provide an increased financing facility to Pledgor (the “Revised Facility”) and disburse amounts under the Revised Facility (“Disbursements”) to the Pledgor for the Pledgor to use make capital contributions to ExchangeRight Income Fund RSLCA, LLC, a Delaware limited liability company (the “SPE”), which capital contributions the SPE will use directly or through other entities (either wholly owned by the SPE or in which the SPE is an equity holder with other persons) to fund the acquisition, financing, or inventorying of single-tenant, net-leased retail and healthcare real estate properties throughout the United States, net leased under leases to investment-grade or other creditworthy tenants, pursuant to the Amended and Restated Uncommitted Senior Revolving Secured Line of Credit Agreement, dated the date hereof, by and between Company and Pledgor as may be amended, modified, supplemented or restated hereafter (the “Restated Loan Agreement”) and the other Loan Documents.

F. The parties have entered into this Agreement to amend and restate the Third A&R Agreement and this Agreement is given by the Pledgor in favor of the Company to secure the payment and performance of all of the Secured Obligations (as defined below).

G. It is a condition to the obligations of the Company to make each Disbursement that the Pledgor execute and deliver this Agreement and that it remain in full force and effect.

ARTICLE I

ARTICLE II

AGREEMENT

NOW, THEREFORE, with reference to the foregoing Recitals, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions.

(a) Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement.

(b) Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.

(c) For purposes of this Agreement, capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Restated Loan Agreement and the following terms shall have the following meanings:

“Collateral” has the meaning set forth in Section 2.

“Event of Default” means the occurrence of any of the following events or conditions (each an “Event of Default”): (i) the breach of any material representation, obligation or covenant of Pledgor set forth in this Agreement, which is not cured within 15 business days following Pledgor’s receipt of written notice of such default; or (ii) an Event of Default under the Restated Loan Agreement, the Note or any other Loan Document.

“Pledged Membership Interests” means the membership interests described in Schedule 1 hereto, and, if applicable, the certificates, instruments and agreements representing the Pledged Membership Interests and includes any securities or other interests, howsoever evidenced or denominated, received by the Pledgor in exchange for or as a distribution on or otherwise received in respect of the Pledged Membership Interests.

“Proceeds” means “proceeds” as such term is defined in Section 9-102 of the UCC and, in any event, shall include, without limitation, all distributions or other income from the Pledged Membership Interests, collections thereon or with respect thereto.

“Secured Obligations” has the meaning set forth in Section 3.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of California or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state.

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2. Pledge. The Pledgor hereby pledges, assigns and grants to the Company, and hereby creates a continuing security interest in favor of the Company in and to all of its right, title and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”):

(a) the Pledged Membership Interests; and

(b) all Proceeds and products of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to the Pledgor from time to time with respect to any of the foregoing.

3. Secured Obligations. The Collateral secures the payment and performance of the obligations of the Pledgor from time to time arising pursuant to the terms of the Restated Loan Agreement and the other Loan Documents or otherwise with respect to the due and punctual payment of any current monetary obligation which has accrued and/or is owed by Pledgor to Company with respect to the Revised Facility, including any increases in the Facility Amount (as defined in the Restated Loan Agreement) pursuant to the terms of the Restated Loan Agreement (collectively, the “Secured Obligations”).

4. Representations and Warranties. The Pledgor represents and warrants as follows:

(a) The Pledged Membership Interests have been duly authorized and validly issued, and are fully paid and non-assessable and subject to no options to purchase or similar rights. All information set forth on Schedule 1 relating to the Pledged Membership Interests is accurate and complete.

(b) The Pledgor is, and will be at times while any Secured Obligations remain outstanding, the sole, direct, legal and beneficial owner of the Collateral, free and clear of any lien, security interest, encumbrance, claim, option or right of others except for the security interest created by this Agreement and the Collateral represents 100% of the ownership interests in the SPE.

(c) The pledge of the Collateral pursuant to this Agreement creates a valid security interest in the Collateral, securing the payment and performance when due of the Secured Obligations.

(d) It has full power, authority and legal right to pledge the Collateral pursuant to this Agreement.

(e) This Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

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(f) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other entity is required for the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution and delivery of this Agreement by the Pledgor or the performance by the Pledgor of its obligations hereunder.

(g) Neither the execution and delivery of this Agreement and the other Loan Documents nor the performance by ExchangeRight of its obligations hereunder and thereunder will cause any breach, default or violation of any applicable law or require the consent or approval of any court, governmental authority or other third party.

(h) In the event that any Collateral is a Security (as defined in the UCC), the Pledgor has taken all action required on its part for control (as defined in Section 8-106 of the UCC) to have been obtained by the Company over all Collateral with respect to which such control may be obtained pursuant to the UCC. No person other than the Company has control or possession of all or any part of the Collateral. Without limiting the foregoing, all certificates, agreements or instruments, if any, representing or evidencing the Pledged Membership Interests in existence on the date hereof have been delivered to the Company accompanied by a duly executed assignment in blank in the form set forth on Schedule 2.

5. Distributions and Voting Rights.

(a) The Company agrees that, unless an Event of Default shall have occurred and be continuing, the Pledgor shall continue to have and exercise all of its rights as the sole holder of the Pledged Membership Interests.

(b) The Company agrees that the Pledgor may, unless an Event of Default shall have occurred and be continuing, receive and retain all cash and make distributions with respect to the Pledged Membership Interests.

6. Further Assurances.

(a) The Pledgor shall, at its own cost and expense, defend title to the Collateral and the security interest of the Company therein against the claim of any person claiming against or through the Pledgor and shall maintain and preserve such security interest for so long as this Agreement shall remain in effect.

(b) The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Company may request, in order to perfect and protect any security interest granted hereby or to enable the Company to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

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(c) The Pledgor will not, without providing at least 30 days’ prior written notice to the Company, change its legal name, identity, type of organization, jurisdiction of organization, corporate structure, location of its chief executive office or its principal place of business or its organizational identification number. The Pledgor will, prior to any change described in the preceding sentence, take all actions requested by the Company to maintain the Company’s security interest in the Collateral.

7. Company Appointed Attorney-in-Fact. The Pledgor hereby appoints the Company the Pledgor’s attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time during the continuance of an Event of Default in the Company’s discretion to take any action and to execute any instrument which the Company may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same (but the Company shall not be obligated to and shall have no liability to the Pledgor or any third party for failure to do so or take action). Such appointment, being coupled with an interest, shall be irrevocable. The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

8. Company May Perform. If the Pledgor fails to perform any obligation contained in this Agreement, the Company may itself perform, or cause performance of, such obligation (including executing any document as power of attorney for the Company), and the expenses of the Company incurred in connection therewith shall be payable by the Pledgor; provided that the Company shall not be required to perform or discharge any obligation of the Pledgor.

9. Reasonable Care. The Company shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. The Company shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Company accords its own property, it being understood that the Company shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Company has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise by the Company of any of the rights and remedies hereunder, shall relieve the Pledgor from the performance of any obligation on the Pledgor’s part to be performed or observed in respect of any of the Collateral.

10. Remedies Upon Default. If any Event of Default shall have occurred and be continuing:

(a) The Company may, without any other notice to or demand upon the Pledgor, assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral. If notice prior to disposition of the Collateral or any

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portion thereof is necessary under applicable law, written notice mailed to the Pledgor at its notice address as provided in Section 14 hereof 10-days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, the Company may sell such Collateral on such terms and to such purchaser(s) as the Company in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property. At any sale of the Collateral, if permitted by applicable law, the Company may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against the Company arising out of the exercise by it of any rights hereunder. The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Company or any custodian may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Company nor any custodian shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto.

(b) All rights of the Pledgor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5(a), or (ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section 5(b), shall immediately cease, and all such rights shall thereupon become vested in the Company, which shall have the sole right to exercise such voting and other consensual rights and receive and hold such dividends and other distributions as Collateral. The Company shall have the right to replace Pledgor with the Company or any of the Company’s assigns as a member of the SPE.

(c) Any cash held by the Company as Collateral and all cash Proceeds received by the Company in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied in whole or in part by the Company to the payment of expenses incurred by the Company in connection with the foregoing or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Company hereunder, including reasonable attorneys’ fees, and the balance of such proceeds shall be applied or set off against all or any part of the Secured Obligations in such order as the Company shall elect. Any surplus of such cash or cash Proceeds held by the Company and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

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(d) If the Company shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Pledgor agrees that, upon request of the Company, the Pledgor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

11. No Waiver and Cumulative Remedies. The Company shall not by any act (except by a written instrument pursuant to Section 13), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

12. Security Interest Absolute. The Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Company and liens and security interests hereunder, and all Secured Obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of:

(a) any illegality or lack of validity or enforceability of any Secured Obligation or any related agreement or instrument;

(b) any change in the time, place or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver, amendment or other modification of this Agreement or any other agreement, including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise;

(c) any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations;

(d) any manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured Obligations;

(e) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations;

(f) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Pledgor against the Company; or

(g) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance on any representation by the Company that might vary the risk of the Pledgor or otherwise operate as a defense available to, or a legal or equitable discharge of, the Pledgor or any other grantor, guarantor or surety.

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13. Amendments. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Pledgor therefrom shall be effective unless the same shall be in writing and signed by the Company and the Pledgor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given.

14. Notices. Any notice, payment, report or any other communication required or permitted to be given by one party to the other party by this Agreement, unless otherwise specified herein, shall be in writing and either (a) served personally on the other party, (b) sent by express, registered or certified first-class mail, postage prepaid, addressed to the other party at its address as indicated below, or to such other address as the addressee shall have theretofore furnished to the other party by proper notice, (c) delivered by commercial courier to the other party, or (d) sent by telefax to the other party at its telefax number indicated below or to such other telefax number as the party shall have theretofore furnished to the other party by proper notice, with machine confirmation of transmission.

If to the Pledgor:	ExchangeRight Real Estate, LLC 1055 E. Colorado Blvd., Suite 310
	Pasadena, CA 91106 Attention: Investor Relations
If to the Company:	ExchangeRight Income Fund Operating Partnership, LP
	1055 E. Colorado Blvd., Suite 310
	Pasadena, CA 91106 Attention: Investor Relations

15. Continuing Security Interest; Further Actions. This Agreement shall create a continuing security interest in the Collateral and shall (a) subject to Section 16, remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Pledgor, its successors and assigns, and (c) inure to the benefit of the Company and its successors, transferees and assigns; provided that the Pledgor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Company, which may be withheld in its sole discretion, and any purported assignment in contravention of this provision shall be null and void, ab initio.

16. Termination; Release. On the date on which the Secured Obligations have been paid and performed in full, the Company will, at the request and sole expense of the Pledgor, (a) duly deliver to or at the direction of the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of the Company, together with any monies at the time held by the Company hereunder, and (b) execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.

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17. Governing Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of California.

18. Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement constitutes the entire contract among the parties with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect thereto.

[Remainder of page intentionally left blank; signatures follow.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

PLEDGOR:
ExchangeRight Real Estate, LLC
By:	/S/ WARREN THOMAS
Name:	Warren Thomas
Title:	Manager

COMPANY:
ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership,
By:	ExchangeRight Income Fund, a Maryland statutory trust; its general partner
By:	ExchangeRight Income Fund Trustee, LLC, a Delaware limited liability company; its Trustee
By:	ExchangeRight Real Estate, LLC, a California limited liability company; its sole member
By:	/S/ WARREN THOMAS
Name:	Warren Thomas
Title:	Manager

- Signature Page to Amended and Restated

Pledge Agreement dated April 4, 2022 -

Schedule 1

PLEDGED MEMBERSHIP INTERESTS

100% of the Membership Interests in ExchangeRight Income Fund RSLCA, LLC, a Delaware limited liability company.

SCHEDULE 2

MEMBERSHIP INTEREST ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to ExchangeRight Income Fund Operating Partnership, LP the 100% of the membership interest of ExchangeRight Income Fund RSCLA, LLC, a Delaware limited liability company, and irrevocably appoints ExchangeRight Income Fund Operating Partnership, LP its agent and attorney-in-fact to transfer all or any part of such membership units and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act on its behalf. The effectiveness of a transfer pursuant to this assignment shall be subject to any and all transfer restrictions, if any, referenced on the face of the certificates evidencing such interest, if any, or in the articles of organization or limited liability company agreement of the subject company, to the extent they may from time to time exist.

ExchangeRight Real Estate, LLC
By:	/S/ WARREN THOMAS
Name: Warren Thomas
Title: Manager

EX-10.3

Exhibit 10.3

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of                    , by and among ExchangeRight Net Leased Portfolio          DST, a Delaware statutory trust (“DST”), and ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”).

RECITALS

WHEREAS, the Operating Partnership desires to consolidate the ownership of the properties currently owned by DST and certain of its Affiliates;

WHEREAS, prior to the Closing Date (as defined below) the Operating Partnership will form a wholly-owned, member-managed Delaware limited liability company (such entity, “Merger Sub”), which will merge with and into DST in a transaction (the “Merger”), in which the Class 1 Beneficial Interests in DST (the “DST Interests”) will be converted automatically into the right to receive consideration in cash, without interest, or common partnership units in the Operating Partnership (the “OP Units”), pursuant to an election to be made by the holders of DST Interests (each, a “DST Investor”), as provided in this Agreement;

WHEREAS, in accordance with the Delaware Statutory Trust Act (the “Trust Act”) and the Trust Agreement of DST, dated                          ,              (the “DST Agreement”), DST may merge with another entity, subject to the requisite approvals as provided in the Trust Act and the DST Agreement;

WHEREAS, ExchangeRight Real Estate, LLC, a California limited liability company (the “Manager”), acting in its capacity as the sole manager of ExchangeRight Asset Management, LLC, a California limited-liability company (“Asset Manager” and, together with the Manager, the “Management Entities”), acting in its capacity as the sole manager of DST, has authorized and approved the Merger, this Agreement and the other transactions contemplated hereby on substantially the terms described in this Agreement;

WHEREAS,                                          , acting in his capacity as trustee of DST, has authorized and approved the Merger, this Agreement and the other transactions contemplated hereby on substantially the terms described in this Agreement; and

WHEREAS, ExchangeRight Income Fund, a Maryland statutory trust (“EIF”), acting in its capacity as the sole general partner of the Operating Partnership, has authorized and approved the Merger, this Agreement, the issuance of OP Units in connection with the Merger and the other transactions contemplated hereby on substantially the terms described in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and other terms contained in this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

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ARTICLE I

THE MERGER

Section 1.01 THE MERGER. At the Effective Time (as defined below), and subject to and upon the terms and conditions of this Agreement and in accordance with applicable Laws, Merger Sub shall be merged with and into DST, whereby the separate existence of Merger Sub shall cease, and DST shall continue its existence under the Trust Act.

Section 1.02 EFFECTIVE TIME. At such date and time as may be determined by the Operating Partnership, in its sole and absolute discretion, Merger Sub and DST shall file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware providing that the Merger shall become effective upon the filing of such Certificate of Merger or at such later date and time set as is set forth therein, which shall not be more than thirty (30) days after the filing of the Certificate of Merger (such time, the “Effective Time”), together with any certificates and other filings or recordings related thereto, in such forms as are required by, and executed in accordance with the relevant provisions of applicable Laws.

Section 1.03 EFFECT OF THE MERGER. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger, the Trust Act and the Delaware Limited Liability Company Act.

Section 1.04 ORGANIZATIONAL DOCUMENTS. At the Effective Time, (i) the certificate of trust of DST, as in effect immediately prior to the Effective Time (the “Certificate of Trust”), shall be the Certificate of Trust of DST until thereafter amended as provided therein or in accordance with the Trust Act, and (ii) the DST Agreement (together with the Certificate of Trust, the “Organizational Documents”), shall be in such form as may be mutually agreed upon by DST and the Lender prior to the Closing (as defined below).

Section 1.05 EFFECT ON SECURITIES.

(a) Under and subject to the terms and conditions of this Agreement, each DST Investor is irrevocably bound to accept and entitled to receive, as a result of and upon consummation of the Merger, the Merger Consideration (as defined below) in the form of cash or OP Units as set forth in this Section 1.05.

(b) At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto, each DST Interest shall be converted automatically into the right to receive (collectively, the “Merger Consideration”) (i) an amount of cash and/or (ii) a number of OP Units with an aggregate value equal to the Percentage Share (as defined in the DST Agreement) of the Aggregate Value of the DST represented by such DST Interest. The Merger Consideration shall be determined in accordance with Section 1.05(c) and otherwise in accordance with this Agreement and, from and after the Effective Time, each DST Interest so converted into the right to receive the Merger Consideration pursuant to this Section 1.05 shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of such DST Interest so converted shall thereafter cease to have any rights as a beneficial interest holder of DST except the right to receive the Merger Consideration applicable thereto.

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(c) Subject to Section 2.03, the amount of cash and/or number of OP Units to be delivered to each DST Investor with respect to his, her or its DST Interest shall be as follows:

(i) Cash. The Merger Consideration to be received by a DST Investor in the Merger shall be an amount of cash equal to the Aggregate Value of the DST multiplied by the Percentage Share held by such DST Investor immediately before the Effective Time, and the Merger Consideration to be received by a DST Investor in the Merger shall be payable in cash pursuant to this Section 1.05(c)(i) if such DST Investor (A) does not return a fully-executed and completed Election Form on or before the date specified therein; (B) is not, as determined in the sole discretion of the Operating Partnership, an Accredited Investor; or (C) timely returns a fully- executed and completed Election Form indicating such DST Investor’s election to receive the Merger Consideration in the form of cash.

(ii) OP Units. The Merger Consideration to be received by a DST Investor in the Merger shall be a number of OP Units equal to the Aggregate Value of the DST multiplied by the Percentage Share held by such DST Investor immediately before the Effective Time divided by the Current Offering Price, and the Merger Consideration to be received by a DST Investor in the Merger shall be payable in OP Units pursuant to this Section 1.05(c)(ii) so long as such DST Investor timely returns a fully-executed and completed Election Form indicating such DST Investor’s election to receive the Merger Consideration in the form of OP Units and that such DST Investor is an Accredited Investor; provided, that, if the Operating Partnership has, in its sole discretion, determined that such DST Investor is not an Accredited Investor, such DST Investor shall receive the Merger Consideration solely in cash in accordance with Section 1.05(c)(i).

(iii) Cash and OP Units. The Merger Consideration to be received by a DST Investor in the Merger shall be (A) a number of OP Units equal to (I) such DST Investor’s Elected OP Unit Percentage multiplied by (II) the Aggregate Value of the DST divided by the Current Offering Price multiplied by (III) the Percentage Share held by such DST Investor immediately before the Effective Time and (B) an amount of cash equal to (I) such DST Investor’s Elected Cash Percentage multiplied by (II) the Aggregate Value of the DST multiplied by (III) the Percentage Share held by such DST Investor immediately before the Effective Time, and the Merger Consideration to be received by a DST Investor in the Merger shall be payable in cash and OP Units pursuant to this Section 1.05(c)(iii) so long as such DST Investor timely returns a fully-executed and completed Election Form indicating such DST Investor’s election to

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receive the Merger Consideration in the form of OP Units and cash, specifying both the Elected OP Unit Percentage and the Elected Cash Percentage and that such DST Investor is an Accredited Investor; provided, that, if the Operating Partnership has, in its sole discretion, determined that such DST Investor is not an Accredited Investor, such DST Investor shall receive the Merger Consideration solely in cash in accordance with Section 1.05(c)(i).

(d) At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto, each membership interest in Merger Sub shall be converted automatically into the right to receive an equivalent percentage of DST Interests such that, following the effectiveness of the Merger, the Operating Partnership shall be the sole owner of outstanding DST Interests.

Section 1.06 ADMISSION OF DST INVESTORS AS LIMITED PARTNERS. Each DST Investor that receives OP Units in the Merger shall, upon the recordation by the Operating Partnership of the issuance of such OP Units to such DST Investor, be admitted automatically as a limited partner of the Operating Partnership in accordance with the Delaware Revised Uniform Limited Partnership Act (the “Partnership Act”) and the Amended and Restated Agreement of Limited Partnership of the Operating Partnership in the form attached hereto as Exhibit A (the “Operating Partnership Agreement”)

Section 1.07 TRANSACTION COSTS. The DST shall bear all costs associated with the Merger and the other transactions contemplated by this Agreement, including, but not limited to, all costs relating to obtaining the consent of the Lender and all legal costs relating to the Loan (as defined in the DST Agreement).

ARTICLE II

CLOSING; TERM OF AGREEMENT

Section 2.01 CLOSING. Unless this Agreement shall have been terminated pursuant to Section 2.05 hereof, and subject to the satisfaction or waiver of the conditions in Article VII and the filing of the Certificate of Merger, the Effective Time shall occur on a date and time selected by the Operating Partnership upon three (3) Business Days’ prior written notice to DST (the “Closing” or the “Closing Date”). The Closing shall take place at the offices of Venable LLP, 750 East Pratt St., Suite 900, Baltimore, Maryland 21202 or such other place as determined by any of the Operating Partnership in its sole discretion.

Section 2.02 PAYMENT OF MERGER CONSIDERATION.

(a) As soon as reasonably practicable after the Effective Time, DST shall deliver to each DST Investor, whose DST Interests have been converted into the right to receive the Merger Consideration pursuant to Section 1.05(a) hereof, the Merger Consideration payable to such holder in the amounts and form provided in Section 1.05(a) hereof.

(b) DST shall not be liable to any holder of a DST Interest for any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

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Section 2.03 TAX WITHHOLDING. The Operating Partnership and DST shall be entitled to deduct and withhold from the consideration payable pursuant to this Agreement to any holder of a DST Interest entitled to receive the Merger Consideration pursuant to Section 1.05(a) hereof such amounts required to be deducted and withheld with respect to the making of such payment under the Code or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the DST Interest in respect of which such deduction and withholding was made.

Section 2.04 FURTHER ACTION. If, at any time after the Effective Time, the Management Entities shall determine or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to carry out this Agreement, and DST shall be authorized to execute and deliver all such deeds, bills of sale, assignments and assurances and to take and do all such other actions and things as may be necessary or desirable to otherwise to carry out this Agreement.

Section 2.05 TERM OF THE AGREEMENT. This Agreement shall terminate:

(a) automatically if the Merger shall not have been consummated on or prior to _______, which date may be extended as mutually determined by the parties (such date is hereinafter referred to as the “Outside Date”);

(b) by notice by the Operating Partnership to DST; or

(c) by DST, if a breach of any representation or warranty or failure to perform any obligation, covenant or agreement on the part of Operating Partnership or Merger Sub has occurred that would cause any of the conditions set forth in Section 7.01 or Section 7.02 not to be satisfied, which breach or failure to perform cannot be cured, or, if capable of cure, has not been cured by the earlier of twenty (20) days following written notice thereof from DST to Operating Partnership and two (2) Business Days before the Outside Date; provided, that DST shall not have the right to terminate this Agreement pursuant to this Section 2.05(c) if a breach of any representation, warranty or failure to perform any obligation, covenant or agreement on the part of DST that would cause any of the conditions set forth in Section 7.01 or Section 7.03 not to be satisfied shall have occurred and be continuing at the time DST delivers notice of its election to terminate this Agreement pursuant to this Section 2.05(c).

Section 2.06 EFFECT OF TERMINATION. In the event of termination of this Agreement for any reason, all obligations on the part of the Operating Partnership, DST and Merger Sub under this Agreement shall terminate, except that the obligations set forth in Article VIII shall survive; it being understood and agreed, however, for the avoidance of doubt, that if this Agreement is terminated because one or more of the conditions to a non-breaching party’s obligations under this Agreement are not satisfied by the Outside Date as a result of the other party’s material breach of a covenant, representation, warranty or other obligation under this Agreement, the non-breaching party’s right to pursue all legal remedies with respect to such breach will survive such termination unimpaired.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE OPERATING

PARTNERSHIP

The Operating Partnership hereby represents and warrants to DST as follows:

Section 3.01 ORGANIZATION; AUTHORITY.

(a) The Operating Partnership has been duly formed and is validly existing and in good standing under the laws of the State of Delaware and, subject to the terms set forth herein, has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby and thereby, and to own, lease and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary. As of the Closing Date, the Operating Partnership Agreement, in substantially the form attached hereto as Exhibit A, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect, except for any amendments thereto or changes therein permitted without the consent of any Limited Partner in accordance with the terms thereof.

(b) Merger Sub will be duly formed, validly existing and in good standing under the Laws of the State of Delaware prior to the Closing Date and, subject to the terms set forth herein, will have, as of the Closing Date, all requisite power and authority to carry out the transactions contemplated hereby, to own, lease and/or operate its property and to carry on its business as then conducted and, to the extent required under applicable Laws, will be qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary.

Section 3.02 DUE AUTHORIZATION. The execution, delivery and performance of this Agreement by the Operating Partnership have been duly and validly authorized by all necessary partnership actions required of the Operating Partnership. This Agreement and each agreement, document and instrument executed and delivered by or on behalf of the Operating Partnership and, following its formation, Merger Sub, as applicable, pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Operating Partnership or, following its formation, Merger Sub, as applicable, enforceable against the applicable party in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Section 3.03 CONSENTS AND APPROVALS. No consent, waiver, approval, authorization, order, license, permit or registration of, qualification, designation, declaration or filing with, any Person or Governmental Authority or under any applicable Laws is required to be obtained by the Operating Partnership and, following its formation, Merger Sub, as applicable, in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby.

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Section 3.04 NO VIOLATION. None of the execution, delivery or performance of this Agreement, any agreement or transaction contemplated hereby does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under or give to others any right of termination, acceleration, cancellation or other right under, (A) the Operating Partnership Agreement, (B) following its formation, the organizational documents of Merger Sub, (C) any agreement, document or instrument to which the Operating Partnership, Merger Sub (following its formation) or any of their respective assets are bound or (D) any term or provision of any judgment, order, writ, injunction, or decree binding on the Operating Partnership or, following its formation, Merger Sub.

Section 3.05 VALIDITY OF OP UNITS. The OP Units to be issued pursuant to the Merger will have been duly authorized and will be validly issued by the Operating Partnership.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF DST

DST represents and warrants to the Operating Partnership as follows:

Section 4.01 ORGANIZATION; AUTHORITY. DST has been duly organized and is validly existing and in good standing under the Laws of the State of Delaware and has all requisite power and authority to enter into this Agreement and each agreement contemplated hereby and to carry out the transactions contemplated hereby and thereby, and to own, lease and/or operate any property owned, leased and/or operated by it and to carry on its business as presently conducted. DST, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of a property make such qualification necessary.

Section 4.02 DUE AUTHORIZATION. The execution, delivery and performance by DST of this Agreement have been duly and validly authorized by all necessary trust actions required of DST. This Agreement and each agreement, document and instrument executed and delivered by or on behalf of DST pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of DST, each enforceable against DST in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Section 4.03 CAPITALIZATION. All of the issued and outstanding DST Interest are duly authorized and validly issued; and, to the knowledge of DST, are not subject to preemptive rights, transfer restrictions, or appraisal, dissenters’ or other similar rights under the Organizational Documents of or any contract to which DST is a party or otherwise bound, except for such preemptive rights, transfer restrictions, or appraisal, dissenters’ or other similar rights as would not prevent the consummation of the Merger in accordance with this Agreement. There are no outstanding rights to purchase, subscriptions, warrants, options or any other security convertible into or exchangeable for DST Interests.

Section 4.04 CONSENTS AND APPROVALS. Other than the consent of the Lender, no consent, waiver, approval, authorization, order, license, permit or registration of, qualification, designation, declaration or filing with, any Person or any Governmental Authority or under any applicable Laws is required to be obtained by DST in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby.

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Section 4.05 NO VIOLATION. Subject in all respects to the consent of the Lender, none of the execution, delivery or performance of this Agreement, any agreement contemplated hereby between the parties to this Agreement and the transactions contemplated hereby between the parties to this Agreement does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under or give to others any right of termination, acceleration, cancellation or other right under, (A) the Organizational Documents or (B) any agreement, document or instrument to which DST or any of its assets or properties are bound by or (C) any term or provision of any judgment, order, writ, injunction, or decree binding on DST.

Section 4.06 COMPLIANCE WITH LAWS. To the knowledge of DST, DST has conducted its business in compliance with all applicable Laws. To the knowledge of DST, neither DST nor any third party has been informed in writing of any continuing violation of any such Laws or that any investigation has been commenced and is continuing or is contemplated respecting any such possible violation.

ARTICLE V

COVENANTS AND OTHER AGREEMENTS

Section 5.01 PRE-CLOSING COVENANTS. During the period from the date hereof to the Closing Date (except as otherwise provided for or contemplated by this Agreement), DST shall use commercially reasonable efforts to conduct its business and operate and maintain its properties in the ordinary course of business consistent with past practice, pay its debt obligations as they become due and payable, and use commercially reasonable efforts to preserve intact its current business organizations and preserve its relationships with customers, tenants, suppliers and others having business dealings with it, in each case consistent with past practice. In addition, and without limiting the generality of the foregoing, during the period from the date hereof to the Closing Date, DST shall not, without the prior written consent of the Operating Partnership, which consent may be withheld by the Operating Partnership in its sole discretion:

(a) (i) other than distributions to holders required by the DST Agreement, declare, set aside or pay any dividends or distributions in respect of DST Interests, except in the ordinary course of business consistent with past practice and in accordance with the Organizational Documents, (ii) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any DST Interests or make any other changes to the equity capital structure of DST, or (iii) purchase, redeem or otherwise acquire any DST Interests;

(b) issue, deliver, sell, transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery, sale, transfer, disposition, mortgage, pledge, assignment or otherwise encumbrance of, DST Interests or any other assets of DST;

(c) amend, modify or terminate any lease, contract or other instruments relating to any property owned by DST, except in the ordinary course of business consistent with past practice;

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(d) amend the Organizational Documents;

(e) adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization;

(f) materially alter the manner of keeping DST’s books, accounts or records or the accounting practices therein reflected;

(g) make or change any Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax return; enter into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment;

(h) terminate or amend any existing insurance policies affecting any property owned by DST that results in a material reduction in insurance coverage for such property;

(i) knowingly violate or permit the violation of, or fail to use commercially reasonable efforts to cure any violation of, any applicable Laws; or

(j) authorize, commit or agree to take any of the foregoing actions.

Section 5.02 CONSENT AND WAIVER OF RIGHTS UNDER ORGANIZATIONAL DOCUMENTS. As of the Closing, DST hereby waives and relinquishes all rights and benefits otherwise afforded to DST (a) under the Organizational Documents including, without limitation, any rights of appraisal, buy/sell agreements, put, option or similar parallel exit or dissenter rights and any right to consent to or approve of the sale or contribution or other transaction undertaken by any DST Investor and (b) for claims against the Operating Partnership for breach by any of its present or former officers, general partners or Affiliates of their fiduciary duties or similar obligations (including duties of disclosure) to any of their respective present or former partners, equity interest holders or Affiliates.

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.01 ELECTION OF FORM OF MERGER CONSIDERATION. Following the date of this Agreement and not less than 20 days before the Closing Date, the Operating Partnership shall prepare and deliver to DST, and DST shall cause to be delivered promptly to each DST Investor, a private placement memorandum describing the election of Merger Consideration available to the DST Investors in connection with the Merger (the “721 PPM”) and a form (the “Election Form”) upon which each eligible DST Investor may elect the form of Merger Consideration to be received pursuant to Section 1.05 hereof (the “Offer”). Each of the Election Form and the 721 PPM each shall be in such form and substance as is reasonably agreeable to the Operating Partnership and DST, and the Election Form shall require each DST Investor to provide, among other things, (i) the name, address and Percentage Share of DST Interests held by such DST Investor, (ii) such DST Investor’s tax basis in his, her or its DST Interests, (iii) a joinder to the Operating Partnership Agreement and such other items necessary to

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effect such holder’s admission as a limited partner of the Operating Partnership in accordance with the Partnership Act and the Operating Partnership Agreement, and (iv) such other representations, warranties and agreements as the Operating Partnership and DST may determine to be necessary or appropriate. The Operating Partnership shall cause the Offer to remain open to DST Investors for at least 20 Business Days from the date that the 721 PPM and the Election Form are first sent to DST Investors by DST. Each of DST and Operating Partnership shall furnish all information concerning itself, its Affiliates and its beneficial owners or partners to the other party and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the 721 PPM and the Election Form. The Operating Partnership shall prepare, as promptly as practicable upon request therefor by DST, any amendments, supplements or updates to the 721 PPM or the Election Form as may be necessary or advisable in connection with the Offer, and DST shall cause any such amendments, supplements or updates to be delivered promptly to each DST Investor. Each of DST and Operating Partnership shall use commercially reasonable efforts to take any action required to be taken under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the Offer, and to furnish all information as may be reasonably requested in connection with any such actions.

Section 6.02 COMMERCIALLY REASONABLE EFFORTS BY THE OPERATING PARTNERSHIP AND DST. Each of the Operating Partnership and DST shall use commercially reasonable efforts and cooperate with each other in (a) promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (under any applicable Law or regulation or from any Governmental Authority or third party including, but not limited to, the Lender) in connection with the transactions contemplated by this Agreement, (b) promptly making (or causing to be made) any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, waivers, permits and authorizations and (c) completing the Offer.

Section 6.03 WITHHOLDING CERTIFICATE. Prior to Closing, DST shall deliver to the Operating Partnership such forms and certificates, duly executed and acknowledged, in form and substance reasonably satisfactory to the Operating Partnership (including any relevant forms or certificates provided to DST by the holders of DST Interests), certifying that the payment of the Merger Consideration is exempt from withholding under Section 1445 of the Code and any similar withholding rules under applicable state, local or foreign Tax Laws.

Section 6.04 TAX TREATMENT OF TRANSACTIONS. DST and the Operating Partnership hereby acknowledge and agree that the transactions contemplated by this Agreement shall, for federal income tax purposes, be treated as follows: (a) with respect to a DST Investor receiving its share of the Merger Consideration in cash pursuant to Section 1.05(c)(i), a taxable sale of an undivided interest (equal to such DST Investor’s Percentage Share) in each property held by the DST by such DST Investor to the Operating Partnership under Section 1001 of the Code; (b) with respect to a DST Investor receiving its share of the Merger Consideration in OP Units pursuant to Section 1.05(c)(ii), a non-taxable transfer of an undivided interest (equal to such DST Investor’s Percentage Share) in each property held by the DST by such DST Investor to the Operating Partnership in exchange for interests in the Operating Partnership under Section 721

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of the Code; and (c) with respect to a DST Investor receiving its share of the Merger Consideration in both cash and OP Units pursuant to Section 1.05(c)(iii), a taxable sale of an undivided interest (equal to such DST Investor’s Elected Cash Percentage) in each property held by the DST by such DST Investor to the Operating Partnership under Section 1001 of the Code and a non-taxable transfer of an undivided interest (equal to such DST Investor’s Elected OP Unit Percentage) in each property held by the DST by such DST Investor to the Operating Partnership in exchange for interests in the Operating Partnership under Section 721 of the Code. The Operating Partnership and each DST Investor shall file all tax returns in a manner consistent with the foregoing unless otherwise required by a final, non-appealable determination by an applicable Governmental Authority.

ARTICLE VII

CONDITIONS PRECEDENT

Section 7.01 CONDITION TO EACH PARTY’S OBLIGATIONS. The respective obligation of each party to effect the Merger and to consummate the other transactions contemplated by this Agreement to occur on the Closing Date is subject to the satisfaction or waiver on or prior to the Effective Time of the following conditions:

(a) NO INJUNCTION. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunction, stay or other order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of any of the transactions contemplated in this Agreement nor shall any of the same brought by a Governmental Authority of competent jurisdiction be pending or threatened that seeks the foregoing.

Section 7.02 CONDITIONS TO OBLIGATIONS OF DST. The obligation of DST to effect the Merger and to consummate the other transactions contemplated by this Agreement to occur on the Closing Date are further subject to satisfaction of the following conditions (any of which, except as set forth below, may be waived by DST, in whole or in part):

(a) REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties of the Operating Partnership contained in this Agreement shall be true and correct in all material respects at the Closing as if made again at that time (except to the extent that any representation or warranty speaks as of an earlier date, in which case it must be true and correct only as of that earlier date).

(b) PERFORMANCE BY THE OPERATING PARTNERSHIP. The Operating Partnership shall have performed all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Section 7.03 CONDITIONS TO OBLIGATION OF THE OPERATING PARTNERSHIP. The obligations of the Operating Partnership to effect the Merger and to consummate the other transactions contemplated by this Agreement to occur on the Closing Date are further subject to satisfaction of the following conditions (any of which, except as set forth below, may be waived by the Operating Partnership, in whole or in part):

(a) REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties of DST contained in this Agreement shall be true and correct in all material respects at the Closing as if made again at that time (except to the extent that any representation or warranty speaks as of an earlier date, in which case it must be true and correct only as of that earlier date).

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(b) PERFORMANCE BY DST. DST shall have performed in all material respects all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c) CONSENTS, ETC. All necessary consents or approvals of Governmental Authorities or third parties (including the Lender) for DST to consummate the transactions contemplated hereby shall have been obtained. This condition requiring the consent of the Lender may not be waived by any party.

(d) NO MATERIAL ADVERSE CHANGE. There shall have not occurred between the date hereof and the Closing Date any material adverse change in any of the assets, business, condition (financial or otherwise), results of operation or prospects of DST and its properties, taken as a whole.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01 NOTICES. All notices and other communications under this Agreement shall be in writing and shall be deemed given when (i) delivered personally or transmitted by e-mail, (ii) five (5) Business Days after being mailed by certified mail, return receipt requested and postage prepaid, (iii) one (1) Business Day after being sent by a nationally recognized overnight courier or (iv) transmitted by facsimile if confirmed within twenty-four (24) hours thereafter by a signed original sent in the manner provided in clause (i), (ii) or (iii) to the parties at the following addresses (or at such other address for a party as shall be specified by notice from such party):

if to the Operating Partnership, to:

ExchangeRight Income Fund Operating Partnership

c/o ExchangeRight Real Estate, LLC

1055 E. Colorado Blvd., Suite 310

Pasadena, CA 91106

Attn: ________

if to DST, to:

ExchangeRight Net Least Portfolio ___ DST

c/o ExchangeRight Real Estate, LLC

1055 E. Colorado Blvd., Suite 310

Pasadena, CA 91106

Attn: ________

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Section 8.02 DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings.

(a) “Accredited Investor” shall have the meaning set forth in Rule 501 of Regulation D promulgated under the Securities Act.

(b) “Affiliate” means, with respect to any Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

(a) “Aggregate Value of the DST” means $_________ plus the total amount of reserves as of the Closing Date minus the total amount of the Loan as of the Closing Date minus the total costs associated with the Merger to be deducted from the total amount of Merger Consideration pursuant to Section 1.07 hereof. Such Aggregate Value of the DST reflects an expectation that all properties that are currently open and operating in the normal course of business will still be on the Closing Date. Should the status of any tenants change between the date of this Merger and as of the time of the desired acquisition, the Operating Partnership will have the option to either extend the closing date or adjust the price, as mutually determined by the parties.

(b) “Business Day” means any day that is not a Saturday, Sunday or legal holiday in the State of Delaware.

(c) “Code” means the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated or issued thereunder.

(d) “Current Offering Price” means the offering price per common share of beneficial interest, par value $0.01 per share, of ExchangeRight Income Fund, a Maryland statutory trust, as of the Effective Date, pursuant to the Private Placement Memorandum of ExchangeRight Essential Income Strategy, dated _______ as amended and supplemented from time to time.

(e) “Elected Cash Percentage” means one minus such DST Investor’s Elected OP Unit Percentage.

(f) “Elected OP Unit Percentage” means a number between zero and one, expressed as a percentage, for which a DST Investor has made an irrevocable election to receive all or a portion of its Percentage Share in the form of OP Units as indicated on the properly completed and timely received Election Form.

(g) “Governmental Authority” means any government or agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign.

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(h) “Laws” means laws, statutes, rules, regulations, codes, orders, ordinances, judgments, injunctions, decrees and policies of any Governmental Authority, including, without limitation, zoning, land use or other similar rules or ordinances.

(i) “Lender” means _____ ______, or any Affiliate thereof.

(j) “Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

(k) “Tax” means all federal, state, local and foreign income, gross receipts, license, property, withholding, sales, franchise, employment, payroll, goods and services, stamp, environmental, customs duties, capital stock, social security, transfer, alternative minimum, excise and other taxes, tariffs or governmental charges of any nature whatsoever, including estimated taxes, together with penalties, interest or additions to Tax with respect thereto, whether or not disputed.

Section 8.03 COUNTERPARTS. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to each other party. Any signature to this Agreement delivered by electronic facsimile transmission or email PDF scan will be deemed to be delivery of an original signature.

Section 8.04 ENTIRE AGREEMENT;THIRD-PARTY BENEFICIARIES. This Agreement and the Consent Forms to which the parties hereto are a party, including, without limitation, the exhibits and schedules hereto and thereto, constitute the entire agreement and supersede each prior agreement and understanding, whether written or oral, among the parties regarding the subject matter of this Agreement. This Agreement is not intended to confer any rights or remedies on any Person other than the parties hereto.

Section 8.05 GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware regardless of any Laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Section 8.06 ASSIGNMENT. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that this Agreement may not be assigned (except by operation of law) by any party without the prior written consent of the other parties, and any attempted assignment without such consent shall be null and void and of no force and effect, except that the Operating Partnership may assign its rights and obligations hereunder to an Affiliate.

Section 8.07 JURISDICTION. The parties hereto hereby (a) submit to the exclusive jurisdiction of the Delaware Court of Chancery with respect to any dispute arising out of this Agreement or any transaction contemplated hereby to the extent such courts would have subject matter jurisdiction with respect to such dispute and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper.

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Section 8.08 SEVERABILITY. Each provision of this Agreement will be interpreted so as to be effective and valid under applicable law, but if any provision is held invalid, illegal or unenforceable under applicable law in any jurisdiction, then such invalidity, illegality or unenforceability will not affect any other provision, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been included herein.

Section 8.09 RULES OF CONSTRUCTION.

(a) The parties hereto agree that they have had the opportunity to be represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

(b) The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” All terms defined in this Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Unless explicitly stated otherwise herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time, amended, qualified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

Section 8.10 EQUITABLE REMEDIES. The parties agree that irreparable damage would occur to the Operating Partnership in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Operating Partnership shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by DST and to enforce specifically the terms and provisions hereof in the Delaware Court of Chancery, this being in addition to any other remedy to which the Operating Partnership is entitled under this Agreement or otherwise at law or in equity.

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Section 8.11 RELEASE. As a material inducement to the Operating Partnership’s willingness to enter into and perform its obligations under this Agreement, DST, on behalf of itself and each Affiliates, assigns and successors in interest (each, a “Releasor”), hereby releases and forever discharges the Operating Partnership, EIF and each of their respective Affiliates, parents, subsidiaries, past, present and future assigns, heirs, executors, administrators, and successors in interest (each, a “Releasee”) from and against any and all causes of actions, claims, liabilities, losses, damages, judgments, penalties, interest, awards, fines, fees, costs or expenses of whatever kind or nature, including reasonable legal, expert and consultant fees, costs and expenses or other claims whatsoever (collectively, “Claims”), whether known or unknown, suspected or unsuspected, foreseeable or unforeseeable, contingent or non-contingent, both at law and in equity, which any Releasor now has, ever had or may hereafter have against any Releasee arising from facts, events or circumstances arising contemporaneously with or prior to the Closing Date. With respect to any matter released pursuant to this Section 8.11, each Releasor hereby expressly waives the benefits of Section 1542 of the California Civil Code (or any law of similar effect) which reads as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

DST acknowledges that it later may discover Claims or facts in addition to or different from those which DST now knows or believes to exist with respect to the subject matter of this Section 8.11 and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms. Nevertheless, with respect to any matter released pursuant to this Section 8.11, DST hereby waives any and all Claims that might arise as a result of such different or additional Claims or facts.

Section 8.12 TIME OF THE ESSENCE. Time is of the essence with respect to all obligations under this Agreement.

Section 8.13 DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 8.14 NO PERSONAL LIABILITY CONFERRED. This Agreement shall not create or permit any personal liability or obligation on the part of any officer, director, partner, employee or shareholder of the Operating Partnership, Merger Sub or DST.

Section 8.15 AMENDMENTS. This Agreement may be amended by the mutual written consent of the Operating Partnership and DST.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective duly authorized officers, all as of the date first written above.

EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP,
a Delaware limited partnership
	By: EXCHANGERIGHT INCOME FUND, a Maryland statutory trust, its sole general partner
		By:	/S/ Warren Thomas
		Name: Warren Thomas
		Title: Secretary

EXCHANGERIGHT NET LEASED PORTFOLIO __ DST,
a Delaware statutory trust
	By: EXCHANGERIGHT ASSET MANAGEMENT, LLC,
	a California limited liability company, its sole manager

By: EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, its sole manager
	By:	/S/ Warren Thomas
	Name: Warren Thomas
	Title: Manager

[Signature Page to DST ___ Merger] Agreement]

EX-10.4

Exhibit 10.4

INTEREST ASSIGNMENT AGREEMENT

This Interest Assignment Agreement (this “Assignment”) is entered into as of ________ , _____ (the “Effective Date”), by and among EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company (“Assignor”), EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Assignee”), and EXCHANGERIGHT NLP ____ MASTER LESSEE, LLC, a Delaware limited liability company (the “Company”). Assignor and Assignee are sometimes individually referred to in this Assignment as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, reference is made to that certain Limited Liability Company Agreement of the Company, dated as of ______ __, _____ by Assignor and ____ ______ as the Independent Director (the “Operating Agreement”). Capitalized terms used herein and not defined herein shall have the meanings given such terms in the Operating Agreement

WHEREAS, Assignor holds one hundred percent (100%) of the membership interests in the Company (the “Interests”); and

WHEREAS, Assignor desires to sell, transfer and assign to Assignee all of Assignor’s right, title and interest in and to the Interests, and all rights and benefits relating thereto, on the terms set forth in and this Assignment and Assignee wishes to accept such assignment and acquire the Interests on such terms.

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties and, as applicable, the Company agree as follows:

1. Assignment and Assumption. Assignor hereby transfers, conveys, assigns and delivers to Assignee and its successors and assigns, absolutely and irrevocably, all of Assignor’s right, title and interest in and to the Interests, together with all rights and benefits attaching or attributable thereto, and withdraws as a member of the Company. Assignee hereby accepts all of Assignor’s right, title and interest in and to the Interests and assumes all obligations and duties of Assignor with respect to the Interests as a successor member of the Company first arising on and after the Effective Date, and joins to and agrees to be bound by the provisions of the Operating Agreement, as it may be amended and in effect from time to time, including without limitation any power of attorney contained therein, as a successor member to Assignor.

2. Admission as Member. The Company hereby acknowledges and confirms the sale, transfer and assignment of the Interests, Assignor is hereby removed as a member of the Company and Assignee is hereby admitted as a member of the Company as the legal and beneficial owner and holder of the Interests. The Parties and the Company hereby amend Schedule B to the Operating Agreement by replacing “ExchangeRight Real Estate, LLC” with “ExchangeRight Income Fund Operating Partnership, LP” as the sole Member and updating the mailing address therein to be “1055 E. Colorado Blvd., Suite 310, Pasadena, California 91106.”

3. Miscellaneous. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Assignment delivered by facsimile or e-mail shall be deemed to have the same legal effect as delivery of an original signed copy of this Assignment. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Assignment and any claims, disputes and proceedings in connection herewith (whether in contract, tort, equity or otherwise) shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Interest Assignment Agreement to be executed as of the date first written above.

COMPANY:

EXCHANGERIGHT NLP ___ MASTER LESSEE, LLC, a Delaware limited liability company

By:	ExchangeRight Real Estate, LLC a California limited liability company
	By:	/S/ Warren Thomas
	Name: Warren Thomas
	Title: Manager

ASSIGNOR:
EXCHANGERIGHT REAL ESTATE, LLC a California limited liability company
By:	/S/ Warren Thomas
Name: Warren Thomas
Title: Manager
ASSIGNEE:
EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP, a Delaware limited partnership

By:	ExchangeRight Income Fund, a Maryland statutory trust, its General Partner
	By:	ExchangeRight Income Fund Trustee, LLC, a Delaware limited liability company, Trustee
		By:	ExchangeRight Real Estate, LLC, a California limited liability company, its Sole Member and Manager
			By:	/S/ Warren Thomas
			Name: Warren Thomas
			Title: Manager

Signature Page to Interest Assignment Agreement – NLP __

EX-10.5

EXHIBIT 10.5

PROPERTY MANAGEMENT AGREEMENT

THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 28th day of February, 2019 (“Effective Date”), by and between EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having its principal office at 1055 E. Colorado Blvd., Suite 310, Pasadena, California 91106 (“Operating Partnership”), and ER NET LEASED PROPERTY MANAGEMENT, LLC, a Delaware limited liability company having its principal office at 1450 SW Vintage Pkwy, Ste. 250, Ankeny, IA 50023 (“Property Manager”).

RECITALS

A. Operating Partnership was formed for the purpose of owning and operating single-tenant, net-leased retail and healthcare properties, which are intended to initially include a portfolio of 54 single-tenant net-leased retail and healthcare properties consisting of approximately 770,000 square feet located in 18 states (collectively, the “Initial Properties”) that the Operating Partnership has the right to acquire from one or more affiliates of Property Manager, and shall from time to time include such real properties as Operating Partnership shall acquire (each a “Property” and collectively, the “Properties”).

B. Property Manager is in the business of providing property management services for the management and operation of properties such as the Properties and is duly authorized to provide these services in the jurisdictions in which the Properties are located.

C. Property Manager is willing to provide, and Operating Partnership desires to obtain, the property management services of Property Manager subject to the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

W I T N E S S E T H:

1. Appointment of Property Manager. Operating Partnership hereby appoints Property Manager as its managing agent for the Properties.

2. Property Manager’s Duties. In its capacity as managing agent, Property Manager shall devote all reasonable efforts consonant with first-class professional management to serve as manager of the Properties. Property Manager shall perform its duties hereunder in a diligent, careful, and vigilant manner so as to manage, operate, maintain, and service the Properties as first-class projects in their respective market areas.

2.1 Services. Property Manager hereby agrees to perform, and is hereby authorized by Operating Partnership to perform, on behalf of and in the name of Operating Partnership, the following services:

2.1.1 Operation and Management Services. Property Manager shall be fully responsible to Operating Partnership for the operation and management of the Properties in a first class manner in accordance with this Agreement and the instructions given to Property Manager by Operating Partnership from time to time. In implementing the foregoing, Property Manager will perform the following duties:

2.1.1.1 Property Manager shall carry out all operation and management services for the Properties. Without limiting the foregoing, Property Manager shall: (a) communicate and interface with Operating Partnership and/or ER Net Leased Asset Management, LLC, a Delaware limited liability company (“Asset Manager”), regarding ongoing management issues affecting the Properties, longer term property management strategies, and any matters that arise relative to the management of the Properties; and (b) communicate and interface directly with the tenants at the Properties.

2.1.1.2 Property Manager shall establish and implement standards and procedures for the management and operation of the Properties. Without limiting the foregoing:

(a) Property Manager shall develop and implement procedures for tenant work orders and requests, and preventive maintenance programs for the Properties.

(b) Property Manager, in consultation with Operating Partnership and/or Asset Manager, shall establish and implement life and safety protocols and procedures and emergency response planning for the Properties.

(c) Property Manager, in consultation with Operating Partnership and/or Asset Manager, shall administer the insurance program for the Properties, procure and maintain such policies in full force and effect, not allow such policies to lapse, and ensure that such policies are properly renewed prior to their expiration.

(d) Property Manager shall be responsible, in consultation with Operating Partnership and/or Asset Manager, for coordinating and implementing all environmental compliance and monitoring programs that may from time to time be deemed necessary or appropriate for the Properties.

(e) Property Manager shall assist Operating Partnership with the transition process in connection with any sale or transfer of any of the Properties.

(f) To the extent not contracted by tenants under leases, subleases, licenses, and other occupancy agreements now or hereafter in effect and relating to the Properties (collectively, “Leases”), Property Manager shall in accordance with and subject to the Annual Budget (as defined below), contract, in the name and at the expense of Operating Partnership, for gas, electricity, water, and other utility services to each Property and janitorial services, security services, rubbish removal, landscape maintenance, and such other recurring services for each Property, provided each such contract shall be (i) terminable “at will” upon thirty (30) days prior written notice or less without payment or penalty, except for any contract specifically approved in the Annual Budget, (ii) freely assignable by Property Manager or Operating Partnership, and (iii) contain customary requirements for Operating Partnership’s and Property Manager’s benefit.

(g) Property Manager shall confirm (including by requiring delivery of representations and warranties in favor of Property Manager and Operating Partnership) that, with respect to each prospective contractor, supplier, and other entities providing goods or services to each Property, that (i) neither they nor any of their respective officers, directors, shareholders, partners, members, or affiliates is (1) currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order, or regulation, and (2) a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (ii) none of the funds or other assets of such prospective contractor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as defined below), (iii) no Embargoed Person has any interest of any nature whatsoever in such prospective contractor (whether directly or indirectly), and (iv) such prospective contractor has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. The term “Embargoed Person” means any person, entity, or government subject to trade restrictions under applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any governmental authority (collectively, “Legal Requirements”), including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any executive orders or regulations promulgated thereunder with the result that the investment in such person, entity, or government is prohibited by applicable Legal Requirements or such person, entity, or government is in violation of applicable Legal Requirements.

(h) Property Manager shall use diligent good faith efforts to require that every contract or agreement with every contractor, subcontractor, vendor, or other supplier hired to perform work at or deliver materials to each Property contains a provision whereby such party agrees to indemnify, defend, and hold harmless Operating Partnership and Property Manager from and against any and all claims arising out of such party’s work done or materials or services provided at each Property due to, or alleged to be due to, such party’s negligent acts, errors or omissions. Property Manager shall require, and use diligent good faith efforts to ensure, that any party

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providing goods or performing services at each Property delivers to Property Manager certificates of insurance for each contract evidencing that all required insurance coverages are current and in full force and effect, and that such certificates of insurance are on file. Property Manager shall use diligent good faith efforts to ensure that no third parties providing services to or performing work at or in connection with the Property may do so without a written contract being in effect, including for change orders.

(i) Property Manager shall obtain certificates of insurance from each tenant at the Properties evidencing that all required insurance coverages are current and in full force and effect, and that such certificates of insurance are on file.

2.1.1.3 Property Manager shall be responsible, in consultation with Operating Partnership and/or the Asset Manager, for overseeing all legal services provided to Operating Partnership or the Properties. Property Manager shall be responsible for undertaking all accounting functions required to provide to Operating Partnership the level of accounting services required by Operating Partnership, including, but not limited to, the preparation of accounting and other financial reports to be submitted to Operating Partnership. Without limiting the foregoing, Property Manager shall:

(a) Keep accurate, complete, and separate records in accordance with accepted accounting standards and procedures on an accrual basis showing income and expenditures in connection with operating the Properties. Operating Partnership, or its representatives, shall have the right at any reasonable time to inspect any record of Property Manager that may verify the financial or monthly reports including, but not limited to, all checks, bills, vouchers, statements, cash receipts, correspondence, and all other records in connection with the management of the Properties.

(b) Develop annual plans for each Property and formulate strategies regarding the management and leasing of each Property.

(c) Prepare annual budgets and re-forecasts for each Property.

(d) Prepare reports required or requested by Operating Partnership’s lenders and investors.

(e) Prepare financial statements and reports for Operating Partnership in connection with audits of the Properties.

(f) Review and revise quarterly reports and provide input regarding ongoing Property management issues.

(g) Property Manager shall make recommendations to Operating Partnership regarding the providing of services to the Properties in the most cost-effective manner.

(h) Property Manager shall proceed diligently, on Operating Partnership’s behalf, with the collection of all rent, escalation payments, and other sums due from tenants of the Properties. Property Manager shall not be liable for any arrearages in the collection of rentals or other payments due from tenants or occupants of the Properties or anyone with respect to the operation of the Properties. Under no circumstances shall any monies derived from the Properties and received by Property Manager be commingled with any other monies of Property Manager or any of its affiliates.

(i) Property Manager shall provide the data needed for computation of all sums called for in Leases.

2.1.1.4 Property Manager shall be responsible for all purchasing and contracting in connection with the operation and management of the Properties. Without limiting the foregoing, Property Manager shall: (a) approve the invoices and schedule of checks to be drawn on one or more disbursement accounts for the Properties (each a “Disbursement Account” and collectively, the “Disbursement Accounts”) on a monthly basis; and (b) notify Operating Partnership of all necessary deposits that are to be made by Operating Partnership, on behalf

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of Operating Partnership, to the Disbursement Accounts. The Disbursement Accounts, which shall be used for the deposit of monies collected from the Properties, shall be one or more trust accounts maintained with one or more financial institutions insured by the Federal Deposit Insurance Corporation and opened in the name and tax identification number of Operating Partnership. Property Manager shall have the authority to draw on the Disbursement Accounts for any payments that Property Manager must make to discharge any liabilities or obligations incurred pursuant to this Agreement, all of which payments shall be subject to the limitations of this Agreement.

2.1.1.5 Property Manager shall perform physical inspections of the Properties as necessary.

2.1.1.6 Property Manager shall consult with the tenants of the Properties to determine the level of services provided to the Properties and other management matters.

2.1.1.7 Property Manager shall periodically review alternative means of implementing the marketing program for the Properties (including, without limitation, tenant renewal strategies) and shall make recommendations to Operating Partnership regarding the marketing program for the Properties.

2.1.1.8 Property Manager shall monitor compliance of the Properties with applicable Legal Requirements, and Property Manager shall advise Operating Partnership of the need to consult legal or other consultants when appropriate, and shall assist Operating Partnership with managing such consultants.

2.1.1.9 Property Manager shall administer and service all debt financing incurred with respect to Operating Partnership and each Property, and periodically review, assess, monitor, and supervise the compliance and any non-compliance by Operating Partnership with all covenants and all other obligations under or with respect to any loan documents and any other documents evidencing any loan secured by any Property (or any portion thereof) and provided to Property Manager from time to time (such documents, the “Loan Documents”). Property Manager shall perform its duties and obligations hereunder in compliance with the Loan Documents.

2.1.1.10 Property Manager shall supervise the performance of services provided by Property tax consultants, and shall oversee all real and personal property tax certiorari proceedings and appeals.

2.1.1.11 Property Manager, in consultation with Operating Partnership and/or Asset Manager, shall develop capital improvement plans and programs for the Properties.

2.1.1.12 Property Manager shall review, and advise Operating Partnership with respect to, (a) Leases, and (b) plans and specifications for tenant improvement work under Leases and capital improvement work at the Properties.

2.1.1.13 Property Manager (a) shall not receive or collect any rents for more than one month in advance (other than security deposits and the payment of first month’s rent concurrently with execution of a Lease), (b) shall not waive, excuse, condone, discount, set off, compromise, or in any manner release or discharge any tenant (or any guarantor under any guaranty of any Lease) from its obligations under its Lease (or such guaranty); (c) shall not cancel, terminate, or consent to the surrender of any Lease; (d) shall not commence any legal action, suit, or proceedings for the collection of rent, removal, or dispossession of any tenant or exercise any right of recapture provided in any Lease; (e) shall not modify, or in any way alter, the provisions of any Lease; and (f) shall not consent to any subletting of any part of any Property (if the landlord’s consent is required pursuant to the terms of the applicable Lease), to any assignment of any Lease by any tenant thereunder, or to any assignment or further subletting of any sublease (if landlord consent is required).

2.1.1.14 Property Manager agrees that Operating Partnership shall have the right to require the transfer to Operating Partnership, at any time after prior notice to Property Manager, of any funds in the Disbursement Accounts reasonably considered by Operating Partnership to be in excess of any amount reasonably required by Property Manager for disbursement purposes in accordance with the Annual Budget and the terms of this Agreement.

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2.1.1.15 Property Manager shall carry out other functions with respect to the Properties as reasonably requested by Operating Partnership and/or Asset Manager from time to time.

2.2 Related Services.

2.2.1 Engagement of Contractors. Operating Partnership acknowledges that, subject to its prior written approval, Property Manager may elect to engage, at Property Manager’s sole cost and expense, one or more contractors to perform certain obligations of Property Manager under this Agreement. To the extent that Property Manager so engages such contractors, Property Manager undertakes to formally contract with, and properly oversee the services and fully enforce the obligations of such contractors. All contractors shall be required to look solely to Property Manager for payment of any fees for services performed, and Operating Partnership shall have no obligation for any such fees or other obligations for such contractors. Any such engagement of contractors shall be at Property Manager’s sole risk and expense, and all actions of such contractors shall be deemed actions of Property Manager for purposes of this Agreement. Property Manager shall not be released from any of its obligations or liabilities under this Agreement by virtue of the engagement by Property Manager of such contractors.

2.2.2 Leasing Services. Property Manager shall have no leasing duties under this Agreement.

2.2.3 Construction Management and Construction Oversight Services.

2.2.3.1 Property Manager, as directed by Operating Partnership and/or Asset Manager, shall, provide construction management services (“Construction Management Services”) in connection with tenant improvement work to be performed by Operating Partnership and other major construction projects on the Properties (collectively “Construction Projects”).

2.2.3.2 Property Manager shall provide construction oversight services (“Construction Oversight Services”) in connection with tenant improvement work to be performed by a tenant where tenant is paying a third party for Construction Management Services or is performing such Construction Management Services on its own behalf (a “Tenant Project”).

2.2.4 REIT Compliance. Property Manager acknowledges that it has been advised that ExchangeRight Income Fund, a Maryland statutory trust and general partner of Operating Partnership (“Trust”), intends to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended (“REIT”). Property Manager shall at all times use its reasonable efforts: (a) to manage the Properties and conduct the business of the Properties such that the nature of the assets composing the Properties and Operating Partnership’s gross revenue derived from the Properties (as determined pursuant to federal law) would permit the Trust to qualify as a REIT under federal law and avoid incurring any tax on prohibited transactions under federal law and any tax on redetermined rents, redetermined deductions, and excess interest under federal law (determined as if Operating Partnership were a REIT); and (b) not to take or omit to take any action that could reasonably be expected to result in loss of the Trust’s qualification for taxation as a REIT. In addition, without limiting the foregoing, Property Manager shall (i) on behalf of Operating Partnership, provide or cause to be provided to Operating Partnership all information regarding the income, assets, and operations of the Properties necessary for Operating Partnership and the Trust to complete their respective tax returns and to determine or ensure the maintenance of the Trust’s status as a REIT, and (ii) provide or cause to be provided to Operating Partnership all information reasonably available to Property Manager as is necessary for Operating Partnership and the Trust to complete tax returns required to be filed by Operating Partnership.

3. Funding Obligations.

3.1 Operating Partnership shall reimburse Property Manager, with reasonable promptness, for any sums over and above sums in Property Manager’s custody that Property Manager may have properly advanced hereunder in accordance with the annual budget for each Property approved by Operating Partnership (each an “Annual Budget”), or as otherwise expressly permitted under this Agreement, which are for Operating Partnership’s account in connection with the operation, maintenance, and repair of each Property, whether for services of Property staff furnished by Property Manager or any other authorized purpose, including, without limitation, building stationery, rent billing forms, checks, and other costs and expenses of the Property management office and on-site staff and of the operation, maintenance, and repair of each Property. Property Manager shall provide written invoices for such costs to Operating Partnership within sixty (60) days after such costs are incurred.

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3.2 Nothing contained in this Section 3 or elsewhere in this Agreement shall be construed to require Property Manager, and Property Manager shall not be required, to advance any sums for Operating Partnership’s account over and above funds provided by Operating Partnership to Property Manager for the operation of each Property. If such funds are insufficient to pay the expenses relating to each Property payable by Property Manager hereunder, Property Manager shall promptly notify Operating Partnership of such deficiency and Property Manager shall not be required to pay such expenses until Operating Partnership furnishes, or causes to be furnished to, Property Manager sufficient funds therefor.

4. Properties: Additions and Removals. As of the Effective Date and at all times during the period that this Agreement remains in effect, subject to the terms of this Agreement, Property Manager and/or Asset Manager shall maintain an accurate and complete list of the Properties subject to this Agreement (the “Property List”). Operating Partnership shall have the right, from time to time, to add or remove Properties from the Property List based on acquisitions and dispositions of Properties by Operating Partnership. Operating Partnership shall provide Property Manager with at least ten (10) days’ prior written notice of any such addition to, or removal of, a Property from the Property List. The addition or removal of any Property from the Property List shall be effective on the date set forth in Operating Partnership’s written notice, but in no event earlier than ten (10) days after Property Manager’s receipt of Operating Partnership’s written notice. Within sixty (60) days after the removal of a Property from the Property List, Property Manager shall render a final accounting to Operating Partnership for such removed Property and pay over any remaining balance in the applicable Disbursement Account relating to such removed Property (less any amounts necessary to satisfy commitments arising or accruing prior to the date of removal).

5. Property Manager’s Compensation.

5.1 Management Fee. As full compensation for the services provided by Property Manager hereunder, other than any Construction Management Services or Construction Oversight Services, Operating Partnership shall pay to Property Manager a Basic Management Fee (as defined below) commencing on the Effective Date until this Agreement is terminated.

5.1.1 Basic Management Fee; Gross Revenue. Operating Partnership shall pay to Property Manager a fee (“Basic Management Fee”) in an amount equal to 1.10% of the total Gross Revenue (as defined on Exhibit A attached hereto) derived from the Properties during the term of this Agreement. The Basic Management Fee for each month shall be paid to Property Manager in arrears in monthly installments throughout the term hereof within ten (10) days after the end of such month.

6. Term of Agreement.

6.1 Term. The term of this Agreement shall begin as of the Effective Date and shall, unless sooner terminated pursuant to the provisions of Sections 6.2, 6.3, or 6.4 below, continue and remain in full force and effect until the last day of the month in which the third (3^rd) anniversary of the Effective Date occurs. Unless otherwise terminated pursuant to the provisions of this Agreement, the term of this Agreement shall automatically renew for successive periods of three (3) years each.

6.2 Property Manager’s Default. Operating Partnership may terminate this Agreement at any time (a) if Property Manager shall commit fraud or theft with respect to any of the Properties or in connection with Property Manager’s performance of its services hereunder; provided, however, that Property Manager shall have the right to cure any theft committed by an on-site employee by paying to Operating Partnership the amount stolen by such employee within fifteen (15) days of Property Manager’s receipt of written notice from Operating Partnership; (b) if Property Manager shall default in performing any of its obligations hereunder that may be cured by the payment of a sum of money and such default shall not be cured within a period of ten (10) days after written notice of such default is given by Operating Partnership to Property Manager; or (c) if Property Manager shall default in any of its other obligations hereunder and if Property Manager shall fail to cure such default within thirty (30) days after written notice of such default is given by Operating Partnership to Property Manager, or (subject to the condition hereinafter stated) if such default is of a nature that it cannot be cured within thirty (30) days, if Property Manager shall fail to commence

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the curing of such default within such thirty (30) day period or shall thereafter fail to prosecute the curing thereof to completion with due diligence. The preceding “uncurable” extension for Property Manager’s default shall be of no force or effect if (x) the failure to cure the default would have a material and adverse effect on the value of any Property, and (y) such default would be curable by a replacement Property Manager. In all events of a default covered by this Section 6.2, the curing of such default shall include making Operating Partnership whole from any damage, cost, expense, or loss arising out of any such default, if the grounds for such default are within the scope of Section 10.2 below, but not otherwise.

6.3 Operating Partnership’s Default. Property Manager may terminate this Agreement at any time if Operating Partnership shall default in performing any of its obligations hereunder that may be cured by the payment of a sum of money and such default shall not be cured within a period of ten (10) days after written notice of such default is given by Property Manager to Operating Partnership. Property Manager may terminate this Agreement at any time if Operating Partnership shall default in any of its other obligations hereunder and if Operating Partnership shall fail to cure such default within thirty (30) days after written notice of such default is given by Property Manager to Operating Partnership, or if such default is of a nature that it cannot be cured within thirty (30) days, if Operating Partnership shall fail to commence the curing thereof within such thirty (30) day period or shall thereafter fail to prosecute the curing thereof to completion with due diligence. In all events of a default covered by this Section 6.3, the curing of such default shall include making Property Manager whole from any damage, cost, expense, or loss arising out of any such default, if the grounds for such default are within the scope of Section 10.1 below, but not otherwise.

6.4 Other Termination Events. This Agreement shall terminate immediately: (a) in the event of a direct or indirect transfer by Operating Partnership of all of the Properties, whether voluntary or involuntary, to one or more third parties; provided, however, that if less than all of the Properties are sold by Operating Partnership to one or more third parties, this Agreement shall terminate only as to the Properties that are sold; (b) upon the destruction or commencement of demolition of all or a substantial portion of any Property, in which case this Agreement shall terminate only as to the Property that is so destroyed or demolished; (c) if a petition in bankruptcy be filed by Property Manager or if Property Manager takes advantage of any insolvency act or makes an assignment for the benefit of creditors or becomes incapacitated for further performance of this Agreement, or if a petition in bankruptcy, reorganization or the like is filed against Property Manager and such petition is not dismissed within sixty (60) days after the filing thereof; (d) if Property Manager or its business be sold or transferred; (e) at the option of a mortgagee, upon thirty (30) days’ notice or less (as designated by the mortgagee) on the terms set forth in any such mortgage; or (f) upon the foreclosure (or transfer in lieu of foreclosure) of all of the Properties.

6.5 Effects of Termination; Final Accounting. No termination pursuant to this Section 6 shall impair or limit any other right or remedy of Operating Partnership or Property Manager, as the case may be, at law or in equity, or impair any right to compensation already accrued and unpaid or impair any other accrued right; provided, however, that Operating Partnership may offset against any compensation or other sums due to Property Manager any amounts owed by Property Manager to Operating Partnership, to the extent then reduced to known amounts, which arise out of any default by Property Manager where such termination pursuant to this Section 6 is due to a default by Property Manager. Upon any termination of this Agreement, (a) all funds and records in Property Manager’s custody shall be forthwith turned over as directed by Operating Partnership (or, in the case of a removed Property, those funds and records relating only to such removed Property), and (b) Property Manager shall pay all outstanding invoices for the Properties from the applicable Disbursement Accounts. Any bona fide charges for services rendered or materials provided to the Properties received after the last day of the termination month shall be paid directly by Operating Partnership. Within sixty (60) days after the termination of this Agreement, Property Manager shall render a final accounting to Operating Partnership with respect to the Properties and pay over any remaining balance in the applicable Disbursement Accounts relating to the Properties (less any amounts necessary to satisfy commitments arising or accruing prior to the date of termination).

7. Insurance; Waiver of Subrogation.

7.1 Operating Partnership shall carry, or cause to be carried, in the name and at the expense of Operating Partnership, general liability, fire, extended coverage, all-risk, and other forms of insurance as Property Manager deems appropriate to protect the Properties and the interest of Operating Partnership. Such insurance policies shall be deemed primary coverage and any other insurance maintained by the Property Manager shall be non-contributing.

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Property Manager shall deliver copies of such policies or certificates of insurance to Operating Partnership. Property Manager shall pay the premiums when due from Operating Partnership’s funds and shall cooperate fully in all claims procedures.

7.2 Operating Partnership shall obtain waivers of subrogation in favor of Property Manager and Operating Partnership under the insurance policies described in Section 7.1. Operating Partnership agrees that it will not make any claim against or seek to recover from Property Manager for any loss of or damage to property of any type (real or personal) in the event of any damage caused by a risk that is covered by the insurance that Operating Partnership is required to carry hereunder or that is covered by any other casualty insurance actually carried by Operating Partnership.

7.3 Property Manager agrees that it will not make any claim against or seek to recover from Operating Partnership for any loss of or damage to property of any type (real or personal) in the event of any damage caused by a risk that could be covered by a fire and extended coverage policy, with All-Risk rider.

8. Property Manager’s Authority; Service Contracts; Contracts with Affiliates.

8.1 Property Manager shall not have any authority to act other than as specifically set forth in this Agreement or by further approval or authorization by Operating Partnership given in writing, and Property Manager agrees that it will not take any action beyond the scope of this Agreement or such further written approval or authorization.

8.2 Property Manager shall have no authority to enter into written contracts on behalf of Operating Partnership, unless directed by Operating Partnership in writing; provided, however, that Property Manager shall have the right to enter into service contracts (as described in Section 2.1.1.2 above) and to purchase items that have been approved by Operating Partnership in writing or that have been authorized by the approved Annual Budget for the applicable Property. Once any such purchase has been made, incurred, or entered into with Operating Partnership’s approval, or in accordance with the applicable Annual Budget, Property Manager is hereby authorized to make payments on account thereof, subject to the limitations on Property Manager’s check writing authority as set forth in this Agreement.

8.3 Property Manager shall not enter into, nor hold itself out as having the authority to enter into, any contract or agreement except as provided in this Agreement.

8.4 Property Manager shall not contract with respect to any Property with any party that is an affiliate or long-term associate of Property Manager unless (a) the nature and the extent of the affiliation or association is first disclosed to Operating Partnership in writing, and (b) the arrangement is approved in advance by Operating Partnership. Property Manager agrees that it will not recommend to Operating Partnership that work be contracted out to affiliates of Property Manager unless such work is of a nature that it would normally be contracted to third parties by a property manager acting reasonably.

8.5 If this Agreement is terminated, Property Manager shall assign to Operating Partnership or its nominee, and Operating Partnership shall assume (subject to any limitations of liability contained in the applicable contracts), such service agreements (if any) pertaining to the applicable Property as may have been entered into in Property Manager’s name.

9. Independent Contractor. Operating Partnership has by this Agreement engaged Property Manager as an independent contractor to perform the services to be performed by Property Manager hereunder and no partnership, joint venture, employer-employee, or other relationship (other than that of independent contractor acting as an Property Manager for Operating Partnership, but subject to the limitations of this Agreement) has been created hereby between Operating Partnership and Property Manager.

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10. Indemnity.

10.1 Property Manager Indemnitees. Subject to compliance with the procedures set forth in Section 10.3 below, Operating Partnership shall defend, indemnify, and save harmless Property Manager and the members, shareholders, officers, partners, property managers and employees of Property Manager and of such members, partners, and shareholders (collectively “Property Manager Indemnitees”) from and against all claims, losses, liabilities demands, actions, damages, costs, and expenses (including reasonable attorneys’ and other professionals’ fees and charges) directly or indirectly relating to the Properties, this Agreement, and/or the services of Property Manager under this Agreement. Property Manager shall be named as an additional insured on all policies of liability insurance carried by Operating Partnership. In addition, any contractor of which Operating Partnership is given notice shall be named as an additional insured on all policies of liability insurance carried by Operating Partnership; provided, however, that in no event will Operating Partnership be obligated to indemnify Property Manager under this Section 10.1 for anything for which Property Manager is obligated to indemnify Operating Partnership under Section 10.2 below.

10.2 Operating Partnership Indemnitees. Subject to compliance with the procedures set forth in Section 10.3 below, the following shall set forth the defense, indemnity, and hold harmless obligations of Property Manager with respect to Operating Partnership and the members, partners, and shareholders of Operating Partnership, and the members, shareholders, officers, partners, property managers, and employees of Operating Partnership or of such members, partners, and shareholders (collectively, “Operating Partnership Indemnitees”).

10.2.1 Fraud and Misconduct. Property Manager shall defend, indemnify, and hold Operating Partnership Indemnitees harmless from and against any losses resulting from the fraud or willful misconduct of Property Manager or its employees.

10.2.2 Gross Negligence. If a third party asserts a claim against any of the Operating Partnership Indemnitees for damage to property or injury or death to persons that is not covered by the liability insurance that Operating Partnership is required to carry hereunder and that is based on the alleged gross negligence of Property Manager or its employees in its operation of any Property, at the election of Property Manager, the Operating Partnership Indemnitees shall defend themselves and the Property Manager Indemnitees from and against such claim. To the extent that any loss arising from such claim is not covered by the liability insurance of Operating Partnership, if it is ultimately determined that such claim arose from the gross negligence of Property Manager or its employees, Property Manager shall pay for all losses incurred by the Operating Partnership Indemnitees in connection with such claim (including, reasonable attorneys’ and other defense costs).

10.2.3 Scope of Authority. If a third party asserts a claim against any of the Operating Partnership Indemnitees based on any act by Property Manager that is allegedly beyond the scope of Property Manager’s authority under this Agreement, then, at the election of Property Manager, the Operating Partnership Indemnitees shall defend themselves and the Property Manager Indemnitees from and against such claim. If it is ultimately determined that such claim arose from an act by Property Manager or its employees beyond the scope of Property Manager’s authority under this Agreement, Property Manager shall pay for all losses incurred by the Operating Partnership Indemnitees in connection with such claim (including, reasonable attorneys’ and other defense costs).

10.3 Indemnification Procedures.

10.3.1 Notice. If any third party makes a claim for which Operating Partnership or Property Manager, or its respective Indemnitees, as the case may be (“Indemnified Party”), seeks indemnity from the other party pursuant hereto (“Indemnitor”), the Indemnified Party shall as soon as reasonably practicable notify the Indemnitor of the details of the claim (“Claim Notice”).

10.3.2 Defense of Admitted Indemnified Claim. After receiving a Claim Notice, Indemnitor may elect, by written notice to the Indemnified Party, to assume the defense of such claim by using counsel selected by Indemnitor, acting reasonably. If Indemnitor assumes such defense and admits that the claim is subject to Indemnitor’s indemnity obligations, then: (a) the claim shall be deemed to be a claim indemnified by Indemnitor; (b) the Indemnified Party may, at its election, participate in the defense of the claim, but Indemnitor will have no obligation to pay for any defense costs including attorneys’ fees of the Indemnified Party after Indemnitor assumes the defense of the claim unless the Indemnified Party reasonably believes there are: (x) defenses or rights available to it that are in actual or potential conflict with those available to Indemnitor, or (y) defenses are available to the Indemnified Party that, if successful, would reduce or relieve its obligation to indemnify Indemnitor; and (c) Indemnitor will have the right, without cost to or imposition of unindemnified liability upon the Indemnified Party, to compromise and settle the claim on any basis believed reasonable, in good faith, by Indemnitor, and the Indemnified Party shall be bound thereby, provided the compromise and settlement releases the Indemnified Party from any further liability in connection with the claim in question.

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10.3.3 Disputed Indemnity. After receiving a Claim Notice, if Indemnitor either does not assume the defense thereof, or does so under a reservation of rights without admitting that the claim is subject to Indemnitor’s indemnity obligations, then: (a) the claim shall not be deemed to be a claim indemnified by Indemnitor and neither party shall have waived any rights to assert that the claim is or is not properly a claim subject to the Indemnitor’s indemnity obligations; (b) both Indemnitor and the Indemnified Party may, at their individual election, participate in the defense of such claim but Indemnitor will remain responsible for the costs of defense, including reasonable attorneys’ fees of the Indemnified Party, should the claim ultimately be determined to be subject to Indemnitor’s indemnity obligation; and (c) the Indemnified Party shall have the right to compromise and settle the claim on any basis believed reasonable, in good faith, by the Indemnified Party, and Indemnitor will be bound thereby should the claim ultimately be determined to be subject to Indemnitor’s indemnity obligation.

11. Miscellaneous.

11.1 Entire Agreement. This Agreement, together with its exhibit(s) and schedule(s), contains the entire agreement between the parties hereto; and this Agreement may not be amended except by an instrument in writing signed and delivered by Operating Partnership and Property Manager. All exhibits and schedules attached to this Agreement are hereby incorporated by reference as a part hereof. Failure of a party hereto to complain of any act, omission, course of action, or continued acts or omissions, no matter how long such may continue, shall not be deemed a waiver by such party of its right hereunder, and all waivers of the provisions hereof shall be effective only if in writing, signed by the party so waiving. No waiver of any breach of this Agreement shall be deemed a waiver of any other breach of this Agreement or a consent to any subsequent breach of this Agreement. All approvals referred to herein must be in writing to be effective and binding approvals.

11.2 Invalidity. Operating Partnership and Property Manager agree that it is their specific intent that each and all of the provisions of this Agreement shall be valid and enforceable as specifically set forth herein, that if it shall be judicially determined that any provision(s) hereof shall not be valid or enforceable as specifically set forth herein, such provision(s) shall not be declared invalid but rather shall be modified in such manner so as to result in the same being valid and enforceable to the maximum extent permitted by law. If any provision hereof, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remaining provisions herein, or the application of such provisions to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby.

11.3 Governing Law. This Agreement shall be governed and construed according to the laws of the State of Delaware, regardless of the state in which each Property is located.

11.4 Notices. All notices, approvals, consents, and other communications (including, without limitation, all reports and financial statements) required by or contemplated under this Agreement shall be in writing, and no oral notice, approval, or consent shall be effective. All such notices, approvals, consents, and other communications shall be personally delivered or deposited in the U.S. mail, first class certified, return receipt requested, postage prepaid, or sent by a recognized overnight delivery service, with delivery charges prepaid:

if to Operating Partnership:	ExchangeRight Income Fund Operating Partnership, L.P. 1055 E. Colorado Blvd., Suite 310 Pasadena, California 91106 Attention: Joshua Ungerecht
if to Property Manager:	ER Net Leased Property Management, LLC 1450 SW Vintage Pkwy, Ste. 250 Ankeny, IA 50023 Attention: David Fisher

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Service of any notice made by mail shall be deemed completed on the day of actual delivery as shown by the addressee’s registry of certification receipt. Either party may, from time to time by like notice, change the address to which notices are to be sent to it. Rejection or other refusal to accept delivery, or inability to deliver because of a change of address of which no notice was given, shall be deemed to be receipt of the notice, request, or other communication in question.

11.5 Limitation of Liability.

11.5.1 No member, manager, or partner of Operating Partnership (nor any general or limited partner, stockholder, employee, director, trustee, manager, or officer of such member or partner in Operating Partnership) shall be liable for the payment or performance of any of Operating Partnership’s obligations under this Agreement and Property Manager shall look exclusively to the Properties and to the uncollected rents, issues, and profits therefrom for satisfaction of any such liability.

11.5.2 No member, manager, or partner of Property Manager (nor any general or limited partner, stockholder, employee, director, trustee, manager, or officer of such member or partner in Property Manager) shall be liable for the payment or performance of any of Property Manager’s obligations under this Agreement except in the event of gross negligence, willful misconduct, bad faith, fraud, misappropriation of funds, or illegal activity.

11.6 Other Activities of the Parties. Each of Operating Partnership and Property Manager shall have the right to engage in any other activity for its own benefit or advantage, including, without limitation, any competitive real estate venture. Nothing contained herein shall preclude, prevent, or be a limitation on Operating Partnership or Property Manager being engaged in other real estate or other ventures, whether acting for itself or for others, or as partner in a partnership, member in a limited liability company, or a stockholder in a corporation, or otherwise.

11.7 Subordination. This Agreement shall for all purposes be subordinate to the lien, operation, and effect of any Loan Documents recorded or filed security instrument now or hereafter encumbering any Property; provided, however, that should the holder of any such lien at any time exercise any of its rights under the Loan Documents creating such lien and security interest, including without limitation the exercise of an assignment of rents or the foreclosure of a right of redemption with respect to such Property, Property Manager agrees that, upon request of such holder and adequate assurance of payment of the fees and reimbursements thereafter accruing and required to be paid to Property Manager hereunder, Property Manager will continue to provide the services required of Property Manager hereunder for such reasonable period of time thereafter as such holder may request to provide for an orderly transition of the management of such Property.

11.8 Time is of the Essence. Time is of the essence in this Agreement and of all provisions hereof.

11.9 Headings. The captions, section numbers, and table of contents (if any) appearing in this Agreement are inserted only as a matter of convenience and reference, and in no way shall be held to explain, modify, amplify, define, limit, construe, or describe the scope or intent of such Sections of this Agreement nor in any way add to the interpretation, construction, or meaning of any provision or otherwise affect this Agreement.

11.10 Interpretation. The words “hereof,” “hereunder,” and similar expressions used in any provision of this Agreement relate to the whole of this Agreement and not to such provision alone, unless otherwise expressly provided. Should any provision of this Agreement require judicial interpretation, each of the parties hereto hereby agrees and stipulates that the court interpreting or considering the same shall not apply the presumption that the terms hereof shall be more strictly construed against a party by reason of any rule of construction that a document should be construed against the party who itself or through its agents prepared the same, it being hereby acknowledged and agreed that each party hereto has participated in the drafting and revision of this Agreement and has had the full opportunity to consult legal counsel of its choice prior to the execution and delivery of this Agreement.

11.11 Covenants. Each obligation of any party hereto expressed in this Agreement, even though not expressed as a covenant, is considered to be a covenant for all purposes.

11.12 Assignment. This Agreement is not assignable by Property Manager or Operating Partnership (other than to affiliated parties) in whole or in part, by operation of law or otherwise, without the consent of the other party, which consent shall not be unreasonably withheld, delayed, or conditioned; provided, however, that Operating Partnership may collaterally assign its rights under this Agreement to the holder of a mortgage on any Property.

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11.13 Counterparts/Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature process complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such electronic signatures having the same legal effect as original signatures.

11.14 Confidentiality. Property Manager shall not disclose to any person or entity any information relating to (a) the terms of this Agreement or any of the transactions contemplated herein or (b) Operating Partnership, any of its direct or indirect equity holders or any of their respective businesses or assets (collectively, the “Confidential Information”) obtained in connection with the performance of its services hereunder, except (i) to Property Manager’s affiliates, employees, agents, directors, legal counsel, and lenders on a need-to-know basis, (ii) to mortgage lenders and service providers in respect of the Properties, (iii) with the prior written consent of Operating Partnership, (iv) with respect to the information described in clause (b) above, to the extent reasonably necessary to fulfill its obligations hereunder or in the contest of any legal proceeding involving Property Manager, Operating Partnership, or the Properties, and (v) to the extent such disclosure is expressly required by applicable Legal Requirements. The term “Confidential Information” shall not include (A) the fact that this Agreement exists, (B) the fact that Property Manager has been appointed as Property Manager and is authorized to act as Operating Partnership’s agent hereunder in accordance with the terms and subject to the limitations set forth herein, (C) the identity of the owner of the Properties, or (D) any information that is or becomes generally available to the public other than as a result of a breach by Property Manager hereunder. Property Manager shall not use any Confidential Information for any purpose other than the provision of services hereunder. Notwithstanding the foregoing, Property Manager may disclose Confidential Information to the extent required to do so under applicable Legal Requirements, provided, that to the extent permitted by applicable Legal Requirements, Property Manager shall notify Operating Partnership prior to any such disclosure and cooperate with Operating Partnership’s reasonable requests to obtain a protective order or other appropriate remedy to limit such disclosure or obtain confidential treatment.

11.15 Survival. For the avoidance of doubt, termination of this Agreement shall not relieve any party of any liability for any antecedent breaches of this Agreement.

11.16 Waiver of Jury Trial. To the extent not prohibited by applicable Legal Requirements that cannot be waived, each party hereto waives, and covenants that such party shall not assert (whether as plaintiff, defendant, or otherwise), any right to trial by jury in any forum in respect of any issue, claim, or proceeding arising out of this Agreement or the subject matter hereof in connection with any representation, warranty, covenant, or agreement contained in this Agreement or any transaction contemplated by this Agreement, in each case whether now existing or hereafter arising and whether in contract, tort, or otherwise.

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IN WITNESS WHEREOF, the parties hereto have duly executed this instrument under their respective seals, as of the day and year first above written.

OPERATING PARTNERSHIP:
ExchangeRight Income Fund Operating Partnership, L.P., a Delaware limited partnership
By:	ExchangeRight Income Fund, a Maryland statutory trust; its general partner

By:	/S/ WARREN THOMAS
	Warren Thomas, Secretary
PROPERTY MANAGER:
ER Net Leased Property Management, LLC, a Delaware limited liability company

By: ExchangeRight Real Estate, LLC, a California limited liability company; its sole member

By:	/S/ WARREN THOMAS
	Warren Thomas, Manager

[Signature Page to Property Management Agreement between ExchangeRight Income Fund Operating Partnership, L.P. and ER Net Leased Property Management, LLC]

EXHIBIT A

Gross Revenue

For the purposes of this Agreement, the term “Gross Revenue” shall include cash receipts of every name and nature actually collected by Property Manager on behalf of Operating Partnership from the operation of each Property to the extent relating to Operating Partnership’s period of ownership or control of each Property (as well as any future gross revenues earned on other assets acquired by the Operating Partnership), including, without limitation:

all gross rents collected from each Property, including fixed rents; percentage rents; additional rent and any rent adjustments; cost of living and other escalation charges; and payments for electricity, fuel adjustment charges and the like, but excluding reimbursements related to real estate taxes, insurance and common area operating expenses;

all gross amounts collected for services rendered by Operating Partnership, or its agents, to tenants, including charges for overtime heating, air-conditioning and other services, charges for water or other utilities and the like;

all gross amounts collected from licensees and concessionaires, including amounts collected in respect of vending machines and coin-operated telephones;

parking revenues derived from each Property; and

all other forms of miscellaneous income generated by each Property, including, without limitation, the proceeds of rent interruption insurance.

Notwithstanding the foregoing, Gross Revenue shall exclude: (i) security deposits to the extent that they are not applied to rent (specifically excluding security deposits applied as reimbursement to Property Manager for damage to the applicable Property); (ii) insurance recoveries, condemnation proceeds and the like (other than proceeds of rent interruption insurance); (iii) proceeds from any refinancing or sale of any Property, or any portion(s) thereof, and any capital contributed by Property Manager; (iv) proceeds of the sale of any furnishings, fixtures, or equipment, provided such proceeds are used to replace the item(s) sold; (v) rent refunds paid to tenants;

(vi) any local sales, use, occupancy or other similar tax with respect to which Property Manager is required by law to act as collecting agent; (vii) amounts recovered for any physical damage done to any Property; (viii) any amounts paid or reimbursed by tenants to Operating Partnership or its agents for or on account of capital repairs, replacements, or improvements unless included in rent or operating expense reimbursements (excluding capital improvements that are required to be made as a result of a change in a Legal Requirement, to the extent the cost of such capital improvements are included in operating costs escalations under a tenant’s lease and paid for by such tenant); (ix) interest and other income received in respect of bank accounts or other funds invested by Operating Partnership, Property Manager or any of their agents, including without limitation revenues received from the investment of working capital and reserve funds; (x) any amounts paid by tenants under ground leases or other leases directly to taxing authorities, utility companies, insurance providers or other third party vendors (whether or not characterized as “additional rent”); (xi) payments to Operating Partnership or Property Manager on account of tenant improvement work and other costs of moving tenants into any Property or new space therein (in contradistinction to payments to Operating Partnership or Property Manager for services rendered to existing tenants); (xii) tax abatement proceeds and tax refunds paid to Operating Partnership or Property Manager; and (xiii) all amounts paid by tenants in order to terminate their leases as termination fees or by reason of forfeiture of security deposits to the extent such forfeited security deposits are applied to a tenant’s rental obligations (other than those security deposits that are applied to rent).

Gross Revenue, however, shall exclude any fees earned by the Operating Partnership pursuant to one or more short-term mezzanine loans made to ExchangeRight Real Estate, LLC, a California limited liability company (“ExchangeRight”), under a Revolving Secured Line of Credit Agreement dated as of February 28, 2019, as amended, restated, or modified, between ExchangeRight and Operating Partnership.

EX-10.6

EXHIBIT 10.6

ASSET MANAGEMENT AGREEMENT

This ASSET MANAGEMENT AGREEMENT (this “Agreement”) is entered into on February 28, 2019 (the “Effective Date”) by and between EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Operating Partnership”), and ER NET LEASED ASSET MANAGEMENT, LLC, a Delaware limited liability company (“Manager”), with reference to the following facts:

RECITALS

A. Operating Partnership was formed for the purpose of owning and operating single-tenant, net- leased retail and healthcare properties, which are intended to initially include a portfolio of 54 single-tenant net- leased retail and healthcare properties consisting of approximately 770,000 square feet located in 18 states (collectively, the “Initial Properties”) that the Operating Partnership has the right or option to acquire from one or more affiliates of Manager.

B. ExchangeRight Income Fund, a Maryland statutory trust and the general partner of Operating Partnership (the “REIT”), has obtained from                  a report dated February 15, 2019, which includes a range of value for the Initial Properties (the midpoint of such range, the “Initial Properties Value”), and the REIT has engaged                  to value the properties of the Operating Partnership quarterly, beginning with the calendar quarter ending March 31, 2020.

C. Manager is in the business of providing asset management services in connection with the acquisition, financing, management and operation of properties such as the Properties, and any disposition activities and is duly authorized to provide such asset management services in the jurisdictions in which the Properties are located.

D. Manager is willing to provide, and Operating Partnership desires to obtain, the asset management services of Manager subject to the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, and other good valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Engagement, Term and Compensation.

1.1 Appointment. Operating Partnership hereby appoints Manager and Manager hereby accepts such appointment, to oversee the management, operation and maintenance of the Properties, subject to the terms and conditions as hereinafter set forth.

1.2 Term. The term of this Agreement shall commence on the Effective Date and shall continue until the fifth (5^th) anniversary of the Effective Date (the “Term”). Subject to the provisions of Section 3 (Termination), this Agreement shall automatically renew at the expiration of the Term or any successive Term for an additional five (5) year Term.

1.3 Compensation.

1.3.1 Through Quarter Ending December 31, 2019. For the period beginning with the calendar quarter during which subscriptions to purchase shares of beneficial interest in the Offering (as defined below) are first accepted and funded and through the end of the calendar quarter ending on December 31, 2019, Operating Partnership shall pay Manager an annual asset management fee at an annual rate of fifteen basis points (0.15%) of the Initial Projected AUM (as defined below) of Operating Partnership (the “Initial Asset Management Fee”), which shall be calculated quarterly, in arrears, as of the last day of each calendar quarter, as an amount equal to 0.0375% of the Initial Projected AUM as of the last day of such calendar quarter. The “Initial Projected AUM,” as

of any date, shall be the sum of the Initial Properties Value and all other assets that the Trust anticipates acquiring in connection with the acquisition of the Properties multiplied by the proportion that the actual capital raised as of the such date in the offering and sale of common shares of beneficial interest, $0.01 par value per share, in the REIT, pursuant to the Trust’s Confidential Private Placement Memorandum, dated February 28, 2019 (the “Offering”), bears to the maximum offering amount of such offering (which is $100,000,000). The Initial Asset Management Fee will be payable quarterly in arrears, within 30 days after the end of each calendar quarter for which such fee is applicable, commencing with the calendar quarter during which the Trust first receives the subscription price for the shares offered pursuant to the Offering.

1.3.2 Beginning with Quarter Ending March 31, 2020. For the period beginning with the calendar quarter ending on March 31, 2020, Operating Partnership shall pay Manager an annual asset management fee (“Subsequent Asset Management Fee”; together with the Initial Asset Management Fee, the “Asset Management Fee”) at an annual rate of fifteen basis points (0.15%) of the total Assets Under Management (as defined below) of Operating Partnership, which shall be paid and calculated quarterly, in arrears, as of the last day of each calendar quarter, as an amount equal to 0.0375% of AUM as of the last day of such calendar quarter. The “AUM,” as of any date, shall be the midpoint of the range of values of Operating Partnership’s real property assets as determined by                  (or any successor independent valuation firm appointed by the REIT) as of the last day of the most recent calendar quarter, plus the value of the Trust’s cash and other assets, including the then outstanding principal balance of the ExchangeRight Mezz Loans (as defined below), as of such date. The Subsequent Asset Management Fee will be payable quarterly, in arrears, promptly after receipt of the valuation performed by                  (or successor independent valuation firm) for such calendar quarter. For purposes of this Agreement, “ExchangeRight Mezz Loans” means one or more short-term mezzanine loans made to ExchangeRight Real Estate, LLC, a California limited liability company (“ExchangeRight”), under a Revolving Secured Line of Credit Agreement dated as of February 28, 2019, as amended, restated, or modified, between ExchangeRight and Operating Partnership.

1.3.3 Subordination of Asset Management Fee. Notwithstanding anything to the contrary contained herein, so long as any portion of any loan encumbering any of the Properties is outstanding: (A) payment of the Asset Management Fee shall be fully subordinate to any such loan and shall not constitute a claim against Manager in the event its cash flow is insufficient to pay its obligations, nor shall it constitute a claim against any beneficial owner of an interest in Manager, and (B) no payment of the Asset Management Fee shall be payable from amounts allocable to any lender pursuant to the loan documents evidencing any such loan.

1.3.4 Asset Acquisition Fee. If Operating Partnership acquires any properties other than the DST Properties set forth on Schedule 1.3.4 as of the date hereof (each such property, once acquired, a “Non-DST Property” and, together with the DST Properties, once acquired, a “Property” and, collectively, the “Properties”), Operating Partnership shall pay an asset acquisition fee (“Asset Acquisition Fee”) to Manager in an amount equal to one percent (1%) of the Purchase Price (as defined below) for the acquired Non-DST Property. For purposes of this Agreement, “Purchase Price” means the gross purchase price of the acquired Non-DST Property as set forth in the definitive documentation governing the acquisition of the acquired Non-DST Property. The Asset Acquisition Fee represents compensation to Manager for advising and assisting the Operating Partnership with respect to any acquisition of a Property (an “Acquisition”). Without limiting the generality of the foregoing, Manager shall (a) identify and recommend strategies for an Acquisition, including making recommendations regarding timing and methodologies for the Acquisition, (b) assist in identification of counsel to advise in connection with the Acquisition, (c) advise Operating Partnership on negotiation of confidentiality agreements, letters of intent, agreements of purchase and sale and related contracts with respect to any Acquisition, and (d) provide all other advice reasonably requested by Operating Partnership relating to any Acquisition.

1.4 Reimbursable Expenses. Operating Partnership shall reimburse Manager for the expenses incurred by Manager from time to time in performing its duties and obligations under this Agreement.

2. Manager Duties. Manager shall be responsible for overseeing (a) the management, operation and maintenance of the Properties, and (b) the acquisition, financing and disposition of the Properties, as applicable. In order to perform the management activities described under this Agreement, Operating Partnership does hereby grant Manager all powers necessary to accomplish the duties described herein. Those powers shall include, without limiting the generality of the foregoing, the rights and powers as set forth below.

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2.1 Property Management. Manager shall use diligent efforts to oversee the management, operation, and maintenance of the Properties in a first class manner in accordance with industry standards and the provisions of this Agreement. Manager acknowledges that Operating Partnership and ER Net Leased Property Management, LLC, a Delaware limited liability company (“Property Manager”), have entered into that certain Property Management Agreement (together with any renewal, extension, modification or replacement thereof, in each case in form and content acceptable to Operating Partnership, the “Property Management Agreement”) of even date herewith. Manager shall supervise, monitor, and cause the Property Manager to comply with its obligations under the Property Management Agreement. If the Property Management Agreement is terminated, Operating Partnership shall engage a replacement property manager (whether such replacement property manager is an affiliate of Operating Partnership or an unaffiliated property management company) at such rates that are customary for similar services provided by third-party property management companies where the Properties are located. The Property Management Agreement provides for the management of the Properties pursuant and subject to the terms set forth therein and, for the purposes of this Agreement, Manager shall be deemed to have complied with its obligations with respect to overseeing the management, operation, and maintenance of the Properties hereunder so long as the Property Management Agreement shall remain in full force and effect.

2.2 Financial Reports and Budgets. Manager shall, on behalf of Operating Partnership and only pursuant to the express written instructions of Operating Partnership, approve or finalize any and all financial reports and budgets required to be delivered by Property Manager to Operating Partnership pursuant to the Property Management Agreement.

2.3 Collection of Rents and Other Income. Manager shall cause Property Manager to use diligent efforts to collect, on behalf of and for the account of Operating Partnership, all rent, utility or maintenance charges or other sums payable by tenants under Leases (as defined in Section 2.5 below) and all other sums due to Operating Partnership pursuant to agreements related to the Properties. Manager may direct Property Manager to deposit promptly all amounts so collected by Property Manager in one or more separate bank accounts bearing Manager’s name and federal tax identification number. In addition, Manager may establish one or more checking accounts bearing Manager’s name and federal tax identification number (collectively and individually, the “Operating Account”) into which Operating Partnership may deposit funds in amounts necessary to pay all the Properties’ expenses required to be paid by Operating Partnership pursuant to the Property Management Agreement. The Operating Account shall be used exclusively for the deposit of the amounts so deposited by Operating Partnership and no funds of Manager shall be commingled therewith. Manager shall be entitled to designate one or more of the employees or other representatives of Property Manager as authorized signatories for withdrawals from the Operating Account, and Property Manager shall be entitled to make withdrawals from and expend the funds maintained in the Operating Account in accordance with the terms of the Property Management Agreement, without countersignature by Operating Partnership. Promptly upon obtaining knowledge thereof, Manager shall notify Operating Partnership of any deficiency in the Operating Account for the payment of current obligations in accordance with the terms of the Property Management Agreement, and Operating Partnership shall promptly fund the Operating Account with sufficient sums to cover such deficiency. Manager shall not be obligated to make any advance to or for the Operating Account, nor shall Manager be obligated to incur any liability or obligation for the account of Operating Partnership, without assurance that that necessary funds for the discharge thereof have been provided.

2.4 Tenant Security Deposits. Promptly after Operating Partnership acquires a Property, (a) Operating Partnership shall provide Manager a complete and accurate accounting for all tenant security deposits under Leases, if any, and (b) Operating Partnership shall deliver to Manager the total amount of such deposits.

2.5 Leases; Execution of Leases. Promptly after Operating Partnership acquires a Property, Operating Partnership shall make available to Manager copies of all leases and licenses of space at the Properties (collectively, the “Leases” and, each, a “Lease”) and any other contracts relating to the maintenance and operation of the Properties. Manager, at the direction of Operating Partnership, shall have the authority (as agent for and on behalf of Operating Partnership), to execute and deliver any and all Leases and modifications, amendments, renewals, extensions, expansions and terminations thereof.

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2.6 Enforcement of Leases. Manager, at the direction of Operating Partnership, may take action to enforce the rights and remedies of Operating Partnership under Leases, including the giving of all such notices (whether of default or of intention to end the term of a Lease or otherwise) and the taking of all such other action as may, in the judgment of Manager, be desirable for the protection of the interests of Operating Partnership.

2.7 Third-Party Vendors. Subject to the limitations imposed by Operating Partnership in this Agreement or otherwise, Manager shall, or shall cause Property Manager to, contract, as agent for and on behalf of Operating Partnership, for janitorial services, security services, parking services, rubbish removal, interior and exterior landscape maintenance, vermin extermination and such other services as are required, in the discretion of Operating Partnership, for the operation of the Properties and to comply with Operating Partnership’s obligations under the Leases. All such contracts, and any modifications thereof, shall be on forms provided by Operating Partnership or provided by Manager and approved by Operating Partnership.

2.8 Confidentiality. Manager shall not disclose to any person or entity any information relating to (a) the terms of this Agreement or any of the transactions contemplated herein or (b) Operating Partnership, any of its direct or indirect equity holders or any of their respective businesses or assets (collectively, the “Confidential Information”) obtained in connection with the performance of its services hereunder, except (i) to Manager’s affiliates, employees, agents, directors, legal counsel, and lenders on a need-to-know basis, (ii) to mortgage lenders and service providers in respect of the Properties, (iii) with the prior written consent of Operating Partnership, (iv) with respect to the information described in clause (b) above, to the extent reasonably necessary to fulfill its obligations hereunder or in the contest of any legal proceeding involving Manager, Operating Partnership, or the Properties, and (v) to the extent such disclosure is expressly required by applicable legal requirements. The term “Confidential Information” shall not include (A) the fact that this Agreement exists, (B) the fact that Manager has been appointed as asset manager and is authorized to act as Operating Partnership’s agent hereunder in accordance with the terms and subject to the limitations set forth herein, (C) the identity of the owner(s) of the Properties, or (D) any information that is or becomes generally available to the public other than as a result of a breach by Manager hereunder. Manager shall not use any Confidential Information for any purpose other than the provision of services hereunder. Notwithstanding the foregoing, Manager may disclose Confidential Information to the extent required to do so under applicable legal requirements, provided, that to the extent permitted by applicable legal requirements, Manager shall notify Operating Partnership before any such disclosure and cooperate with Operating Partnership’s reasonable requests to obtain a protective order or other appropriate remedy to limit such disclosure or obtain confidential treatment.

2.9 Records. Manager shall keep accurate, complete and separate records in accordance with accepted accounting standards and procedures on an accrual basis showing income and expenditures in connection with managing, operating, and maintaining the Properties. The Operating Partnership, or its representatives, shall have the right at any reasonable time to inspect any record of Manager that may verify the financial or monthly reports including, but not limited to, all checks, bills, vouchers, statements, cash receipts, correspondence and all other records in connection with the management, operation, and maintenance of the Properties.

2.10 Disposition of Any Property. Manager shall, when requested by Operating Partnership, advise and assist Operating Partnership with respect to a disposition of one or more Property (a “Disposition”). Without limiting the generality of the foregoing, Manager shall (a) identify and recommend strategies for a Disposition, including making recommendations regarding timing and methodologies for the Disposition, (b) advise on recommended value-adding enhancements to the Property to attempt to maximize net proceeds of Disposition, including leasing strategies and physical improvements therefor, (c) monitor the market values and income profiles of the Property and similarly situated properties; (d) advise on retaining a sales agent if requested by Operating Partnership, (e) advise on negotiations of listing agreements if requested by the Operating Partnership, (f) supervise marketing efforts, (g) assist the real estate broker approved by Operating Partnership in developing marketing packages, (h) assist in identification of counsel to advise in connection with the Disposition, (i) advise Operating Partnership on negotiation of confidentiality agreements, letters of intent, agreements of purchase and sale and related contracts with respect to any Disposition, (j) advise Operating Partnership with respect to diligence matters, including building condition, structural, zoning, environmental, regulatory and legal due diligence with legal counsel, and completion of all legal documentation and closing of the sale transaction, and (k) provide all other advice reasonably requested by Operating Partnership relating to any Disposition.

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3. Termination.

3.1 Manager’s Default. Operating Partnership may terminate this Agreement at any time (a) if Manager shall commit fraud or theft with respect to any of the Properties or in connection with Manager’s performance of its services hereunder; provided, however, that Manager shall have the right to cure any theft committed by an on-site employee by paying to Operating Partnership the amount stolen by such employee within fifteen (15) days of Manager’s receipt of written notice from Operating Partnership; (b) if Manager shall default in performing any of its obligations hereunder that may be cured by the payment of a sum of money and such default shall not be cured within a period of ten (10) days after written notice of such default is given by Operating Partnership to Manager; or (c) if Manager shall default in any of its other obligations hereunder and if Manager shall fail to cure such default within thirty (30) days after written notice of such default is given by Operating Partnership to Manager, or (subject to the condition hereinafter stated) if such default is of a nature that it cannot be cured within thirty (30) days, if Manager shall fail to commence the curing of such default within such thirty (30) day period or shall thereafter fail to prosecute the curing thereof to completion with due diligence. The preceding “uncurable” extension for Manager’s default shall be of no force or effect if (x) the failure to cure the default would have a material and adverse effect on the value of any Property, and (y) such default would be curable by a replacement Manager. In all events of a default covered by this Section 3.1, the curing of such default shall include making Operating Partnership whole from any damage, cost, expense, or loss arising out of any such default, if the grounds for such default are within the scope of Section 5.1 below, but not otherwise.

3.2 Operating Partnership’s Default. Manager may terminate this Agreement at any time if Operating Partnership shall default in performing any of its obligations hereunder that may be cured by the payment of a sum of money and such default shall not be cured within a period of ten (10) days after written notice of such default is given by Manager to Operating Partnership. Manager may terminate this Agreement at any time if Operating Partnership shall default in any of its other obligations hereunder and if Operating Partnership shall fail to cure such default within thirty (30) days after written notice of such default is given by Manager to Operating Partnership, or if such default is of a nature that it cannot be cured within thirty (30) days, if Operating Partnership shall fail to commence the curing thereof within such thirty (30) day period or shall thereafter fail to prosecute the curing thereof to completion with due diligence. In all events of a default covered by this Section 3.2, the curing of such default shall include making Manager whole from any damage, cost, expense, or loss arising out of any such default, if the grounds for such default are within the scope of Section 5.1 below, but not otherwise.

3.3 Other Termination Events. This Agreement shall terminate immediately: (a) in the event of a direct or indirect transfer by the Operating Partnership of all of the Properties, whether voluntary or involuntary, to one or more third parties; provided, however, that if less than all of the Properties are transferred by the Operating Partnership to one or more third parties, this Agreement shall terminate only as to the Properties that are so transferred; (b) upon the destruction or commencement of demolition of all or a substantial portion of any Property, in which case this Agreement shall terminate only as to the Property that is so destroyed or demolished; (c) if a petition in bankruptcy be filed by Manager or if Operating Partnership takes advantage of any insolvency act or makes an assignment for the benefit of creditors or becomes incapacitated for further performance of this Agreement, or if a petition in bankruptcy, reorganization or the like is filed against Manager and such petition is not dismissed within sixty (60) days after the filing thereof; (d) if Manager or its business be sold or transferred; (e) at the option of a mortgagee, upon thirty (30) days’ notice or less (as designated by the mortgagee) on the terms set forth in any such mortgage; or (f) upon the foreclosure (or transfer in lieu of foreclosure) of all of the Properties.

3.4 Duties upon Termination. Upon termination of this Agreement, it is agreed:

3.4.1 That Manager’s right to compensation shall cease at the end of the month in which the termination occurs;

3.4.2 That the agency created by this Agreement shall cease as of the close of business on the last day of the month in which the termination occurs;

3.4.3 That Manager shall pay all outstanding invoices for the Properties from the Operating Account. Any bona fide charges for services rendered or materials provided to the Properties received after the last day of the month in which the termination occurs shall be paid directly by Operating Partnership;

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3.4.4 That a final accounting shall be prepared by Manager and delivered to Operating Partnership within sixty (60) days after the effective date of termination and all funds remaining in the bank accounts maintained for the Properties shall be transferred or assigned to Operating Partnership as it so designates; and

3.4.5 If Operating Partnership so designates, at Operating Partnerships expense, Manager shall deliver within sixty (60) days of the termination monthly copies of all the records in the possession of Manager pertaining to the management, operation, and maintenance of the Properties.

4. Properties: Additions and Removals. As of the Effective Date and at all times during the period that this Agreement remains in effect, subject to the terms of this Agreement, Manager shall maintain an accurate and complete list of the Properties subject to this Agreement (the “Property List”). Manager shall update the Property List from time to time within ten (10) days after each Acquisition or each disposition of a Property to reflect each such Acquisition or disposition. Operating Partnership shall also have the right, from time to time, to add or remove Properties from the Property List based on acquisitions and dispositions of Properties by Operating Partnership. Operating Partnership shall provide Manager with at least ten (10) days’ prior written notice of any such addition to, or removal of, a Property from the Property List. The addition or removal of any Property from the Property List shall be effective on the date of the Acquisition or disposition of such Property or, if the addition or removal of such property is pursuant to a notice from Operating Partnership as contemplated by the preceding sentence, on the date set forth in Operating Partnership’s written notice, but in no event earlier than ten (10) days after Manager’s receipt of Operating Partnership’s written notice. Within sixty (60) days after the removal of a Property from the Property List, Manager shall render a final accounting to Operating Partnership with respect to such removed Property and pay over any remaining balance in the Operating Account relating to such removed Property (less any amounts necessary to satisfy commitments arising or accruing prior to the date of removal).

5. Miscellaneous Provisions

5.1 Indemnification. Operating Partnership shall, to the maximum extent permitted by law, indemnify, defend and save harmless Manager and its affiliates, and its and their respective managers, members, officers, directors, agents, representatives and employees (collectively, the “Indemnified Parties”) from and against all liability (statutory or otherwise), claims, suits, demands, damages, judgments, costs, interest and expenses (including reasonable counsel fees and disbursements) to which an Indemnified Party is subject or suffers, whether by reason of, or by reason of any claim for, any injury to or death of any person or damage to property (including any loss of use thereof) or otherwise, based upon, arising out of, or in connection with, any act or omission (alleged or otherwise) of an Indemnified Party in connection with or related to overseeing the management, maintenance, operation, condition or use of the Properties or the performance of any obligation of Manager under this Agreement, except for and to the extent of the active or passive negligence of, or breach of this Agreement by, the Indemnified Parties hereunder (except for the Indemnified Party’s active or passive negligence or breach of this Agreement which is covered by Operating Partnership’s commercial general liability insurance) or willful misconduct on the part of an Indemnified Party. The provisions of this Section shall survive the termination of this Agreement.

5.2 Independent Contract Status. The Operating Partnership and Manager agree that the status of Manager is that of independent contractor with Manager having the entire responsibility for the operation and management of the Properties except as expressly limited herein. The parties are not by this Agreement entering into an employer-employee relationship or a joint venture or partnership arrangement.

5.3 Application of Revenue Code. In the event any provision of this Agreement shall cause Manager to be other than an “independent contractor,” or in the event that there is any change in the affairs of Manager which would terminate its status as an “independent contractor” as so defined, then, in that event this Agreement shall be deemed immediately amended to remove or modify the provision which gives rise to such disqualification.

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5.4 Notices. All notices, approvals, consents, and other communications (including, without limitation, all reports and financial statements) required by or contemplated under this Agreement shall be in writing, and no oral notice, approval, or consent shall be effective. All such approvals, consents, and other communications shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) business day after having been deposited for overnight delivery with any reputable overnight courier service, and addressed as follows:

If to the Operating Partnership:	ExchangeRight Income Fund Operating
	Partnership, LP
	1055 E. Colorado Blvd., Suite 310
	Pasadena, California 91106
	Attention: Joshua Ungerecht
	Facsimile No.: (855) 417-4888
If to Manager:	ER Net Leased Asset Management,
	LLC 1450 SW Vintage Pkwy, Ste. 250
	Ankeny, IA 50023
	Attention: David Fisher

Service of any notice made by mail shall be deemed completed on the day of actual delivery as shown by the addressee’s registry of certification receipt. Either party may, from time to time by like notice, change the address to which notices are to be sent to it. Rejection or other refusal to accept delivery, or inability to deliver because of a change of address of which no notice was given, shall be deemed to be receipt of the notice, request, or other communication in question.

5.5 Waiver. No waiver or a breach hereof shall constitute a waiver of future breaches of that provision to this Agreement.

5.6 Attorneys’ Fees. In the event any dispute arises which in any way relates to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees and other legal costs, including costs of investigation, preparation and judgment enforcement, from the other party.

5.7 Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior and contemporaneous agreements, representations and understandings of the parties regarding the subject matter hereof. No provision hereof shall be waived, amended or modified except by a writing signed by the party against whom the waiver, amendment, modification or discharge is sought to be enforced.

5.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Delaware, without regard to conflict of laws principles.

5.9 No Partnership. Nothing in this Agreement shall constitute or be construed to create a partnership, joint venture or relationship of employer and employee between Manager and Operating Partnership, it being the intent of the parties hereto that the relationship created hereby is that of independent contractor for the sole and exclusive purpose of managing the Properties on behalf of and for the benefit of Operating Partnership.

5.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature process complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such electronic signatures having the same legal effect as original signatures.

5.11 Limitation of Liability.

5.11.1 No member, manager, or partner of Operating Partnership (nor any general or limited partner, stockholder, employee, director, trustee, manager, or officer of such member or partner in Operating Partnership) shall be liable for the payment or performance of any of Operating Partnership’s obligations under this Agreement and Manager shall look exclusively to the Properties and to the uncollected rents, issues, and profits therefrom for satisfaction of any such liability.

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5.11.2 No member, manager, or partner of Manager (nor any general or limited partner, stockholder, employee, director, trustee, manager, or officer of such member or partner in Manager) shall be liable for the payment or performance of any of Manager’s obligations under this Agreement except in the event of gross negligence, willful misconduct, bad faith, fraud, misappropriation of funds, or illegal activity.

5.12 Other Activities of the Parties. Operating Partnership and Manager shall each have the right to engage in any other activity for its own benefit or advantage, including, without limitation, any competitive real estate venture. Nothing contained herein shall preclude, prevent, or be a limitation on Operating Partnership or Manager being engaged in other real estate or other ventures, whether acting for itself or for others, or as partner in a partnership, member in a limited liability company, or a stockholder in a corporation, or otherwise.

5.13 Assignment. This Agreement is not assignable by Manager or Operating Partnership (other than to affiliated parties) in whole or in part, by operation of law or otherwise, without the consent of the other party; provided, however, that Operating Partnership may collaterally assign its rights under this Agreement to the holder of a mortgage encumbering any Property.

5.14 Waiver of Jury Trial. To the extent not prohibited by applicable legal requirements that cannot be waived, each party hereto waives, and covenants that such party shall not assert (whether as plaintiff, defendant, or otherwise), any right to trial by jury in any forum in respect of any issue, claim, or proceeding arising out of this Agreement or the subject matter hereof in connection with any representation, warranty, covenant, or agreement contained in this Agreement or any transaction contemplated by this Agreement, in each case whether now existing or hereafter arising and whether in contract, tort, or otherwise.

5.15 Interpretation. The words “hereof,” “hereunder,” and similar expressions used in any provision of this Agreement relate to the whole of this Agreement and not to such provision alone, unless otherwise expressly provided. Should any provision of this Agreement require judicial interpretation, each of the parties hereto hereby agrees and stipulates that the court interpreting or considering the same shall not apply the presumption that the terms hereof shall be more strictly construed against a party by reason of any rule of construction that a document should be construed against the party who itself or through its agents prepared the same, it being hereby acknowledged and agreed that each party hereto has participated in the drafting and revision of this Agreement and has had the full opportunity to consult legal counsel of its choice prior to the execution and delivery of this Agreement.

[Signatures follow on next page.]

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IN WITNESS WHEREOF, the parties have executed this Asset Management Agreement , and this Asset Management Agreement is effective, as of the Effective Date.

OPERATING PARTNERSHIP:
ExchangeRight Income Fund Operating Partnershi p, L. P., a Delaware limited partnership
By:	ExchangeRight Income Fund, a Maryland statutory trust; its general partner

By:	/S/ WARREN THOMAS
	Warren Thomas, Secretary
MANAGER:
ER Net Leased Asset Management, LLC, a Delaware limited liability company

By: ExchangeRight Real Estate , LLC, a California limited liability company ; its sole member

By:	/S/ WARREN THOMAS
	Warren Thomas, Manager

[Signature Page to Asset Management Agreement between ExchangeRight Income Fund Operating Partnership, L.P. and ER Net Leased Asset Management, LLCJ

SCHEDULE 1.3.4

DST PROPERTIES

1 Dollar Express - Houston (Crosstimbers), TX

2 Family Dollar - Commerce City (E. 64th), CO

3 Family Dollar - Beaumont (Magnolia), TX

4 Family Dollar - Memphis (North Hollywood), TN

5 Family Dollar - Columbus (East Hudson), OH

6 Dollar General - Oklahoma City (NW 23rd), OK

7 Dollar General - Chicago (South Kedzie), IL

8 Family Dollar - Terrytown (Whitney), LA

9 Dollar General - Vernon (Talcottville), CT

10 Dollar General - McAdoo (South Hancock), PA

11 Advance Auto Parts - Denham Springs (South Range), LA

12 Advance Auto Parts - Allentown (West Allen), PA

13 Advance Auto Parts - New Iberia (East Admiral), LA

14 AutoZone - Garner (Fayetteville), NC

15 AutoZone - Immokalee (North 15th), FL

16 CVS Pharmacy - Indianapolis (South Arlington), IN

17 Tractor Supply - North Windham (Boston Post), CT

18 Tractor Supply - Harrisburg (Allentown), PA

19 Franciscan Alliance, Inc. - Indianapolis (East Washington), IN

20 Ross Stores - Ceres (East Hatch), CA

21 Fresenius Medical Care - Nashville (Riverside), TN

22 Dollar General - Dupo (Transpoint), IL

23 Napa Auto Parts - Belvidere (Old Beloit), IL

24 Advance Auto Parts - Greenville (Pleasantburg), SC

25 Dollar General - Hamilton (Millville), OH

26 Kroger - Hamilton (South Erie), OH

27 Tractor Supply - Woods Cross (South 1800), UT

28 Napa Auto Parts - Freeport (South Hance), IL

29 Advance Auto Parts - Steubenville (North 7th), OH

30 Dollar General - Denham Springs (Hwy 16), LA

31 Family Dollar - Baton Rouge (Choctaw), LA

32 Dollar General - Gastonia (South York), NC

33 Walgreens - Fort Worth (East Lancaster), TX

34 Dollar General - Hammond (Happywoods), LA

35 Dollar General - Hickory (Hwy 70), NC

36 Dollar General - Alorton (Bond), IL

37 Advance Auto Parts - Heath (Hebron), OH

38 Dollar General - Hickory (Lenoir), NC

39 Dollar General - Cincinnati (North Bend), OH

EX-10.7

Exhibit 10.7

INDEMNITY AGREEMENT

This INDEMNITY AGREEMENT (“Agreement”), dated as of December 31, 2021 (the “Effective Date”) by and among EXCHANGERIGHT INCOME FUND, a Maryland statutory trust and EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP, a Delaware limited partnership (collectively, the “Indemnitor”) and EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, DAVID FISHER, an individual, JOSHUA UNGERECHT, an individual, and WARREN THOMAS, an individual (together with their respective permitted successors and assigns, collectively “Indemnitees” and individually an “Indemnitee”), with reference to the following facts:

RECITALS

A. Indemnitor has entered into certain loans to acquire properties for its benefit as set forth on Exhibit A attached hereto as amended, restated, supplemented or otherwise modified from time to time (collectively, the “Loans” and individually a “Loan”) with various lenders as set forth on Exhibit A (collectively, the “Lenders”) whereby in each case the Lenders required the Indemnitees to execute, among other things, certain guaranty agreements, environmental indemnity agreements or other agreements guarantying or agreeing to certain obligations required by the Lenders pursuant to the Lenders’ respective loan documents as a condition to Indemnitor or each Subsidiary (as defined below) entering into such Loan or Loans hereafter existing (collectively, the “Guaranty Agreements”).

B. In certain cases, the entities set forth on Exhibit A attached hereto (collectively, the “Subsidiaries” and individually a “Subsidiary”) were previously owned by various unaffiliated investors and were subsequently merged into Indemnitor pursuant to certain merger agreements (the “Merger Agreements”) and are all now wholly-owned by Indemnitor.

C. In connection with the Loans and/or the Merger Agreements, Indemnitor was added as an additional guarantor with respect to the Guaranty Agreements and Indemnitor now desires to indemnify the Indemnitees in connection with their obligations pursuant to the Guaranty Agreements and any guarantees that the Indemnitees provide for the benefit of the Indemnitor in the future pursuant to the terms of this Agreement.

AGREEMENT

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

1. Indemnification by Indemnitor.

(a) In consideration of Indemnitees’ agreement to serve as guarantors or indemnitors for the Lenders pursuant to the Loans and the Guaranty Agreements (now or hereafter existing), and recognizing that Indemnitor significantly benefits from such service, the Indemnitor, hereby indemnifies and agrees to indemnify, defend and hold harmless from and against any and all claims, liabilities, losses, damages, judgments, settlements, costs and expenses (including, without limitation, court costs and actual attorneys’ fees and disbursements) (individually, “Loss”, or collectively, “Losses”) that any Indemnitee sustains or incurs as a result of or in connection with (i) Indemnitees’ agreement to enter into any of the Guaranty Agreements; (ii) any obligation related to the Loans; or (iii) any act or omission that Indemnitees are alleged to have taken or omitted to have taken in connection with or related to the Loans or the Guaranty Agreements.

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(b) Indemnitor shall pay to Indemnitees or their estates, heirs, representatives or assigns immediately upon demand therefore an amount in immediately available funds equal to each Loss or Losses covered by this Section.

2. Duty to Defend. If any judicial or administrative proceeding, including any governmental investigation, whether civil, criminal, or otherwise (individually, “Action” and collectively, “Actions”), is threatened, asserted, commenced or brought by or against Indemnitees for which Indemnitees may be indemnified under paragraph (a) of Section 1, the Indemnitor shall retain and direct counsel to defend such Action, and shall be permitted to monitor the defense thereof. Indemnitees shall have the right to approve such counsel, such approval not to be unreasonably withheld. Indemnitees shall cooperate fully with the Indemnitor and with counsel in such defense. The Indemnitor, shall assume responsibility for the payment of all actual fees and disbursements of such counsel. To the extent that the interests of Indemnitees and the Indemnitor with respect to any such Action reasonably conflict, the Indemnitor shall, upon the request of Indemnitees retain separate counsel for Indemnitees with respect to such Action, and all actual fees and expenses of such separate counsel shall be paid by the Indemnitor. The Indemnitor is obligated to pay to Indemnitees, in advance if requested by Indemnitees, all actual expenses incurred or to be incurred by Indemnitees arising out of any Indemnitees being made a party, or having threatened to be made a party, to an Action. Payments made to Indemnitees or Indemnitees’ counsel pursuant to this Section 2 are sometimes referred to herein as “Advances.”

3. Costs of Enforcement. The Indemnitor shall promptly pay all actual costs and expenses incurred by Indemnitees in the enforcement of his rights under this Agreement, including, without limitation, all court costs and actual attorneys’ fees.

4. Notice of Claims. If any Indemnitee receives a complaint, claim, or other notice of any Action, Loss or other liability that may give rise to indemnification under this Agreement, Indemnitee shall promptly notify the Indemnitor of each such complaint, claim, or other notice; but the omission so to notify the Indemnitor shall not relieve the Indemnitor from any liability under this Agreement.

5. Notices. All notices, requests and demands required under this Agreement shall be deemed to have been properly given (i) upon delivery, if delivered in person or by electronic email transmission; or (ii) one business day after having been deposited for overnight delivery with any reputable overnight courier service, and addressed as follows:

If to Indemnitor:

1055 E. Colorado Boulevard., Suite 310

Pasadena, California 91106

If to Indemnitees:

1055 E. Colorado Boulevard., Suite 310

Pasadena, California 91106

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6. Counterparts: Modification: Headings.

(a) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall be deemed to constitute one and the same instrument.

(b) No modification of this Agreement shall be binding unless executed in writing by each of the parties hereto.

(c) Section headings are not part of this Agreement, are solely for convenience of reference, and shall not affect the meaning or interpretation of any provision of this Agreement.

7. Successors and Assigns: Sole Benefit. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. Nothing expressed or referred to herein is intended or shall be construed to give any person other than the Indemnitees and their heirs, executors, administrators, successors or assigns any legal or equitable right, remedy, or claim under or with respect to any provision of this Agreement. Neither the Indemnitees nor Indemnitor shall assign any of its respective rights or delegate any of their respective duties under this Agreement without the prior written consent of the other party hereto.

8. Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, in whole or in part, the remainder of this Agreement shall be unaffected thereby and shall remain in full force and effect.

9. Governing Law. This Agreement shall in all respects be governed by and construed and enforced in accordance with the laws of the State of Delaware (without reference to principles of conflict of laws).

10. Attorneys’ Fees. In the event an action is commenced between the parties to enforce the terms of this Agreement, the prevailing party shall be entitled to its actual attorneys’ fees and costs.

11. Effect of Waiver. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.

[Signatures follow on next page.]

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The undersigned have executed and delivered this Agreement as of the Effective Date.

INDEMNITOR:
EXCHANGERIGHT INCOME FUND, a Maryland statutory trust
By:	EXCHANGERIGHT INCOME FUND TRUSTEE, its Trustee

By:	/S/ DAVID A. FISHER
	David A. Fisher, Manager

EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP, a Delaware limited partnership
By:	ExchangeRight Income Fund, a Maryland statutory trust, its General Partner

By: ExchangeRight Income Fund Trustee, LLC, a Delaware limited liability company, Trustee

By: ExchangeRight Real Estate, LLC, a California limited liability company, its Sole Member and Manager

By:	/S/ WARREN THOMAS
	Warren Thomas, Manager

INDEMNITEES:

/S/ DAVID FISHER

DAVID FISHER, an individual

/S/ JOSHUA UNGERECHT

JOSHUA UNGERECHT, an individual

/S/ WARREN THOMAS

WARREN THOMAS, an individual

EXCHANGERIGHT REAL ESTATE, LLC,

a California limited liability company

By:	/S/ WARREN THOMAS
	Warren Thomas, Manager

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EXHIBIT A

List of Loans with Guaranty Agreements (as of December 31, 2021)

Loan	Lender	Subsidiary
Loan Agreement dated September 26, 2019 in the amount of $30,231,337	Bank of America (Original Lender)	ExchangeRight Essential Income Strategy Properties 1, LLC
Loan Agreement dated December 23, 2020 in the amount of 37,564,000	Wells Fargo (Original Lender)	ExchangeRight Essential Income Strategy Properties 2, LLC
Loan Agreement dated January 25, 2013 in the amount of $7,732,000	Basis Real Estate Capital II (Original Lender)	ExchangeRight Net Leased Portfolio 3 DST
Loan Agreement dated September 19, 2013 in the amount of $8,298,000	Basis Real Estate Capital II (Original Lender)	ExchangeRight Net Leased Portfolio 4 DST
Loan Agreement dated February 4, 2014 in the amount of $11,490,000	Bank of America (Original Lender)	ExchangeRight Net Leased Portfolio 5 DST
Loan Agreement dated February 2, 2015 in the amount of $21,550,000	Barclays Bank (Original Lender)	ExchangeRight Net Leased Portfolio 8 DST
Loan Agreement dated May 10, 2016 in the amount of $24,850,000	Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C35, Commercial Mortgage Pass-Through Certificates, Series 2016-C35 (Original Lender was Barclays Bank PLC)	ExchangeRight Net Leased Portfolio 12 DST
Loan Agreement dated December 1, 2016 in the amount of $24,485,000	Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C36, Commercial Mortgage Pass-Through Certificates, Series 2016-C36 (Original Lender was Barclays Bank PLC)	ExchangeRight Net Leased Portfolio 13 DST
Loan Agreement dated March 2, 2017 in the amount of $28,110,000	Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Bank of America Merrill Lynch Commercial Mortgage Trust 2017-BNK3, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK3 (Original Lender was Societe Generale)	ExchangeRight Net Leased Portfolio 14 DST

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Loan Agreement dated August 31, 2016 in the amount of $31,200,000	Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2017-RB1, Commercial Mortgage Pass-Through Certificates, Series 2017-RB1 c/o Wells Fargo Commercial Mortgage Servicing	ExchangeRight Net Leased Portfolio 15 DST
Loan Agreement dated May 19, 2021 (as amended, restated, supplemented or otherwise modified from time to time) in the amount of up to $150,000,000	Ameris Bank	Not applicable.
Credit Agreement dated December 2020 in the amount of up to $7,500,000	Pacific Western Bank	Not applicable.

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EX-10.8(A)

Exhibit 10.8.a

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Loan Agreement”) is made and entered into as of May 19, 2021, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company (“Borrower”), and AMERIS BANK, a Georgia banking corporation (“Lender”).

R e c i t a l s:

Borrower has applied to Lender for a loan in the principal amount of $40,000,000 (the “Loan”). Borrower and Lender have entered into this Loan Agreement to establish the terms and conditions of the disbursement of the Loan and the rights and obligations of Borrower with respect to the Loan and the Properties (as defined herein).

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, agreements, and warranties hereinafter set forth and of the sum of Ten Dollars ($10.00) in hand paid by each party hereto to the other, Borrower agrees with Lender, and represents and warrants to Lender, and Lender agrees with Borrower, as follows:

ARTICLE 1.

DEFINED TERMS AND RULES OF CONSTRUCTION

1.1 Glossary of Defined Terms. In addition to any other terms that are defined in this Loan Agreement, the following terms shall have the following meanings unless the context hereof otherwise indicates:

“Access Laws” is defined in Section 4.5 hereof.

“Acquisition Date” means the date that a Subsidiary Guarantor acquires a Property after the date hereof.

“Acquisition Date Loan Documents” means collectively the documents described in Schedule I attached hereto.

“Affiliate” means, as to any Person, any other Person (i) who directly or indirectly controls, is controlled by, or is under common control with such Person, or (ii) who is a director, officer, or manager of such Person.

“Appraisal” means a current third party appraisal of the value of a Property, commissioned by Lender and prepared at the expense of Borrower or a Subsidiary Guarantor by a duly licensed and qualified appraiser selected by Lender, which complies with all applicable Legal Requirements and the requirements of Lender and its internal appraisal review group, and which has been approved by Lender’s internal appraisal review group.

“Asset Management Agreement” means any agreement entered into by Borrower or any Subsidiary Guarantor with respect to the management of any Property, as approved in writing by Lender pursuant to the applicable provisions of this Loan Agreement.

“Asset Manager” means ER Net Leased Asset Management, LLC, a Delaware limited liability company, an Affiliate of Borrower, or the Person selected by Borrower or any Subsidiary Guarantor pursuant to the applicable Asset Management Agreement, and any replacement asset manager of any Property hereafter approved in writing by Lender in accordance with the applicable provisions of the Loan Documents.

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“Borrower” is defined in the preamble of this Loan Agreement and shall include any successor obligor of the Loan or any other Obligations from time to time, subject to the provisions of this Loan Agreement restricting the assignment or rights and the delegation of obligations hereunder.

“Business Day” means a day that is not a public holiday and on which banks in Atlanta, Georgia, are customarily open for business.

“Closing” means the execution and delivery of the Closing Date Loan Documents. “Change” is defined in Section 8.6 hereof.

“Closing Date” means the date of this Loan Agreement.

“Closing Date Loan Documents” means collectively the documents described in Schedule II attached hereto.

“Closing Date Properties” shall mean the Properties more specifically described on Schedule III attached hereto.

“Closing Date Subsidiary Guarantor[s]” shall mean ExchangeRight Essential Income Strategy Properties 3, LLC, a Delaware limited liability company.

“Collateral” means each Property, the Leases, and all other real and personal property now or hereafter furnished by Borrower, any Subsidiary Guarantor or any other Person as security for the Obligations, as described in each Mortgage, this Loan Agreement, or any other Loan Document, whether such property currently exists or is hereafter acquired or created.

“Compliance Certificate” means a certificate signed by Borrower in the form attached hereto as Exhibit A, together with operating statements, a rent roll, and other documentation supporting the calculation of the Debt Service Coverage Ratio set forth therein.

“Consolidated Debt Service” means the aggregate amount of monthly installments of principal and interest that would be due and payable over a period of twelve (12) months if the principal amount outstanding under all Delayed Draw Term Notes as of the date of calculation were amortized on a substantially linear basis over a term of three hundred sixty (360) months at the Prime Rate.

“Consolidated Debt Service Coverage Ratio” means, as of any determination date, the quotient, expressed as a decimal, of the In-Place NOI for all Properties for the twelve (12) full calendar month period ending prior to such determination date, divided by Consolidated Debt Service.

“Control”, whether such term is capitalized or not and whether used as a noun or a verb in any tense, means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case might be.

“Corporate Loan Parties” shall mean Borrower and each Subsidiary Guarantor. “Corporate Loan Party” shall mean any one of the foregoing.

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“Default” means the occurrence and continuation of any event or circumstance that, but for only the giving of any notice by Lender or the passage of any cure period (or both) required under the terms of this Loan Agreement or any other Loan Document, would constitute an Event of Default.

“Default Rate” is defined in Section 2.3(b) hereof.

“Delayed Draw Term Loan” shall mean a term loan made by Lender to Borrower, in an amount to be evidenced in each Delayed Draw Term Note.

“Delayed Draw Term Note” shall mean a Delayed Draw Term Note, executed by Borrower in favor of Lender, in the form attached hereto as Exhibit B.

“Delayed Draw Term Note Extended Maturity Date” shall mean the date that is six (6) months following each Delayed Draw Term Note Maturity Date.

“Delayed Draw Term Note Extension Conditions” shall mean:

(1) Borrower shall have delivered a written notice to Lender of its election to extend the term of the applicable Delayed Draw Term Note not less than thirty (30) days prior to the original Delayed Draw Term Note Maturity Date;

(2) no Event of Default shall have occurred and be continuing as of the applicable Delayed Draw Term Note Maturity Date;

(3) the applicable Tenants at the applicable Property are paying rent under the applicable Leases; and

(4) Borrower shall have paid to Lender an extension fee in the amount equal to 0.25% of the outstanding principal amount of the applicable Delayed Draw Term Note.

“Delayed Draw Term Note Fee” shall mean a fee in the amount of 0.15% of the principal amount of each Delayed Draw Term Note.

“Delayed Draw Term Note Maturity Date” shall mean the date that is twelve (12) months following the date of execution of each Delayed Draw Term Note, subject to Borrower’s option to extend such Delayed Draw Term Note pursuant to Section 2.4(e) hereof.

“Deposit Accounts” is defined in Section 5.3 hereof.

“Deposit Accounts Collateral” is defined in Section 5.3 hereof.

“Distribution” is defined in Section 6.8 hereof.

“DSCR Event of Default” is defined in Section 5.5 hereof.

“Event of Default” is defined in Section 7.1 hereof.

“Excess Cash Flow” means, for any calendar month, all gross rentals, revenues, and other income collected or received by Borrower or any Subsidiary Guarantor during that month, minus (i) reasonable and customary operating expenses actually incurred and paid during that month that are directly attributable to the operation of the Properties, (ii) a monthly reserve for taxes, insurance, and capital replacements, as approved by Lender in its reasonable judgment, (iii) debt service payments and

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fees actually paid with respect to the Loan during that month, and (iv) any extraordinary or non-recurring expenses and capital expenditures actually incurred and paid by Borrower or a Subsidiary Guarantor during that month that are approved by Lender in its sole but reasonable discretion, all as determined and shown by the operating statements of Borrower and Subsidiary Guarantors.

“Excess Cash Flow Account” is defined in Section 5.5 hereof.

“Governmental Authority” means any court, board, agency, commission, office, or authority of any nature whatsoever for any governmental or quasi-governmental unit (federal, state, county, district, municipal, city, or otherwise), whether now or hereafter in existence.

“Guarantor” means each Individual Guarantor, each Subsidiary Guarantor, and any future endorser, guarantor, or surety of the Obligations or any portion thereof, separately and collectively.

“Guaranty” means that certain Guaranty of Payment and Performance of even date herewith executed by Individual Guarantor for the benefit of Lender, as from time to time joined into by certain Subsidiary Guarantors or otherwise amended, replaced, restated, supplemented, or consolidated pursuant to the applicable terms thereof.

“Hazardous Material” and “Hazardous Material Laws” are defined in the applicable Mortgage.

“Impositions” is defined in Section 4.9 hereof.

“Impositions Reserve” is defined in Section 2.8 hereof.

“Indebtedness” shall mean, without duplication (i) all obligations for borrowed money, (ii) all obligations evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business that are not overdue by more than 120 days), (iv) all obligations under any conditional sale or other title retention agreements relating to property acquired; (v) all capital lease obligations, (vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (vii) all guarantees of the type of Indebtedness described in clauses (i) through (vi) above, (viii) all Indebtedness of a third party secured by any lien on owned property, (ix) all obligations, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any capital stock, (x) all off-balance sheet liabilities and (xi) all net hedging obligations. For all purposes hereof, Indebtedness shall include the Indebtedness of any partnership or joint venture in which Borrower is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to Borrower.

“Individual Guarantor” means each of (1) David Fisher, a Minnesota resident, (2) Joshua Ungerecht, a Texas resident, (3) Warren Thomas, a California resident.

“In-Place NOI” is defined as the sum of actual contractual rents for the period in which the calculation is performed, annualized, including fixed minimum rent and aggregate reimbursement actually paid for the applicable period under Leases (less any free rent or concessions reducing rent and not including rent or revenue from any Lease in default beyond any applicable cure period, or any Lease under which scheduled rental payments (other than free rent concession) have been abated, in whole or in part, for any reason, other than an abatement of rent arising from a casualty event and for which the proceeds of rental insurance coverage is sufficient to cover such abated rent (provided that the tenant does not have the right to terminate such Lease on account of such casualty event), less delinquencies, plus

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prior 12 months miscellaneous income (excluding late fees), plus actual expense reimbursements less the greater of (A) actual trailing twelve month operating expenses, including a 3% management fee, property taxes and insurance premiums as such amounts are set forth in Borrower’s annual operating budget approved by Lender from time to time, and $0.10 per square foot in capital reserves), or (B) if actual twelve month operating expenses are not available, actual annualized operating expenses for the applicable period. Operating expenses will not include (x) non-cash expenses, such as depreciation, and (y) any interest or principal payments on the Loan.

“Interest Rate Adjustment Date” shall mean the first day of each calendar month, commencing on June 1, 2021, and continuing on the 1st day of each calendar month thereafter. However, if the first day of any calendar month is not a banking day, then, at the Lender’s option, the Interest Rate Adjustment Date for that particular month will be the first banking day immediately following thereafter.

“Joinder to Guaranty” shall mean a Joinder to Guaranty of Payment and Performance and Reaffirmation of Loan Agreement, executed by a Subsidiary Guarantor, and acknowledged and agreed to by Borrower, in favor of Lender, joining such Subsidiary Guarantor to the Guaranty.

“Joinder to Reimbursement and Contribution Agreement” shall mean a Joinder to Reimbursement and Contribution Agreement, executed by a Subsidiary Guarantor, joining such Subsidiary Guarantor to the Reimbursement and Contribution Agreement.

“Lease” means any existing and future lease, sublease, rental agreement, or other occupancy agreement, whether oral or written and whether or not of record, for the use or occupancy of any portion of a Property, including, together with all amendments thereto and renewals and extensions thereof, and all guaranties with respect thereto, all default letters or notices, estoppel letters, rental adjustment notices, escalations notices, and other correspondence in regard thereto, and all credit reports and accounting records in regard thereto.

“Leasing Requirements” shall mean:

(1) For Leases on Properties with one (1) Tenant, such Lease must have:

a. A Lease term of not less than five (5) years;

b. An S&P credit rating of not less than BBB- or a Moody’s rating of not less than Baa3 (notwithstanding the foregoing, the following single Tenants shall be deemed to be creditworthy regardless of their S&P credit ratings: Hy-Vee, Giant Eagle, Giant, Hobby Lobby, Tractor Supply, Publix and Goodwill);

(2) For Leases on Properties with multiple Tenants, such Leases must be:

a. On Properties that are used as shopping centers, where the non- investment grade shop space is bifurcated with a ground lease in place with the applicable Subsidiary Guarantor and which non-investment grade shop space shall not be underwritten as Collateral for the Loan.

“Legal Requirements” means, as the case might be, any one or more of all applicable present and future laws, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations, and requirements, even if unforeseen or extraordinary, of every duly constituted Governmental Authority (but excluding those which by their terms are not applicable to and do not impose any obligation on Borrower, any Subsidiary Guarantor or any Property), including, without limitation, the

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requirements and conditions of any Permits and all covenants, restrictions, and conditions now or hereafter of record that might be applicable to Borrower, any Subsidiary Guarantor or any Property or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair, or reconstruction of any Property, even if compliance therewith (i) necessitates structural changes or improvements (including changes required to comply with Access Laws) or results in interference with the use or enjoyment of any Property or (ii) requires Borrower to carry insurance other than as required by the provisions of this Loan Agreement, any other Loan Document, or any Lease.

“Lender” is defined in the preamble of this Loan Agreement and shall include any successor holder of the Loan from time to time.

“Loan” means a revolving loan in an amount of $40,000,000, to be evidenced by a Delayed Draw Term Note corresponding to the acquisition of each Property.

“Loan Agreement” means this Loan Agreement, as from time to time amended, replaced, restated, supplemented, restated, or consolidated pursuant to the applicable provisions hereof.

“Loan Documents” means collectively the Closing Date Loan Documents, the Acquisition Date Loan Documents, and any other document hereafter executed by any Obligor or any other Person that evidences, relates to, is executed in connection with, or secures the Obligations.

“Loan Fee” means a fee in the amount of $60,000.

“Material Adverse Change” means, with respect to any circumstance, act, condition, or event of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, or circumstance or circumstances, whether or not related, a material adverse change in or a materially adverse effect upon any of (i) the present or future ability of any Obligor to perform the Obligations for which it is liable under the terms of any Loan Document, (ii) the validity, priority, perfection or enforceability of any Loan Document or the rights or remedies of Lender thereunder, or (iii) the value of, or Lender’s ability to have recourse against, any Property or any other Collateral.

“Minimum Property Debt Service Coverage Ratio” is defined in Section 5.5 hereof.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgages” means, collectively, certain mortgages, assignments of rents, security agreements and fixture filings, deeds to secure debt, assignments of leases and rents, security agreements and fixture filings, deeds of trust, assignments of leases and rents and fixture filings executed by the applicable Subsidiary Guarantor in favor of Lender or for the benefit of the trustee, on behalf of lender, as applicable, as each of the foregoing might hereafter be amended, extended, replaced, supplemented, restated, or consolidated pursuant to the applicable provisions thereof. “Mortgage” shall mean any one of the foregoing.

“Net Worth” shall mean, at any time, (i) the fair market value of the total assets of Borrower (excluding goodwill, patents, trademarks, trade names, organization expense, treasury stock, unamortized debt discount and expense, treasury stock, unamortized debt discount and expense, deferred research and development costs, deferred marketing expenses and other like intangibles) determined in accordance with standard accounting methods acceptable to Lender in its reasonable discretion, consistently applied for a fair presentation, minus (ii) the total liabilities of such Person (including, without limitation, such Person’s contingent liabilities that have accrued under such accounting methods; including, for clarification, the value of each Property.

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“Note” means each and every promissory note evidencing Borrower’s promise to repay the Loan or any portion thereof (including, without limitation, each Delayed Draw Term Note), with interest thereon, as the same might hereafter be amended, extended, renewed, replaced, supplemented, restated, or consolidated pursuant to the applicable provisions thereof.

“Obligations” means the aggregate of all principal and interest owing from time to time for the Loan under the Notes and this Loan Agreement, and all expenses, charges, and other amounts from time to time owing under the Notes, this Loan Agreement, or the other Loan Documents, and all covenants, agreements, and other obligations from time to time owing to, or for the benefit of, Lender pursuant to the Notes, this Loan Agreement, and the other Loan Documents.

“Obligor” means each of Borrower and each Guarantor, and “Obligors” means Borrower and Guarantor collectively.

“OFAC List” is defined in Section 3.18 hereof.

“OFAC Rules” is defined in Section 3.18 hereof.

“Pacific Western” means Pacific Western Bank, a California state-chartered bank.

“Permit” means each license, permit, certificate, approval, authorization, or registration that, under Legal Requirements, are required to be obtained from any Governmental Authority or any other Person with respect to the ownership, rental, operation, use, or occupancy of any Property, including, without limitation, building permits, environmental permits, the approval of owners’ associations, architectural control committee, or other similar Persons, business licenses, zoning approvals and variances, liquor licenses, food and beverage service licenses, and licenses to conduct business, and all such other permits, licenses, and rights.

“Permitted Encumbrances” means collectively (i) liens at any time existing in favor of Lender, (ii) liens existing in favor of Pacific Western arising under that certain Credit Agreement between Borrower and Pacific Western dated January 5, 2021, as amended, restated, supplemented or otherwise modified from time to time, but specifically excluding any lien on the Collateral, (iii) statutory liens incurred in the ordinary course of business for the purchase of labor, services, materials, equipment, or supplies, or with respect to workmen’s compensation, unemployment insurance, or other forms of governmental insurance or benefits, which are not delinquent or are paid or bonded and removed of record in a manner satisfactory to Lender, (iv) liens for real property taxes, assessments, or governmental charges or levies for the current year, the payment of which is not delinquent, (v) any Lease approved (or deemed approved or not requiring Lender’s approval) by Lender pursuant to the terms of this Loan Agreement, and (vi) any other matter affecting title to any Property that appears as an exception to coverage in Lender’s title insurance policy insuring each Mortgage.

“Permitted Transfer” is defined in Section 6.5 hereof.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, and any Governmental Authority.

“Policies” is defined in Section 4.12 hereof.

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“Post-Closing Properties” shall mean those certain Properties to be acquired by a Subsidiary Guarantor.

“Prepayment” is defined in Section 2.7 hereof.

“Prime Rate” means a fluctuating rate of interest equal to the highest annual rate of interest which is published from time to time in the “Money Rates” section of The Wall Street Journal as the Prime Rate (or, if such source is not available, such alternate source as determined by the Lender). Any change in the rate will take effect on each Interest Rate Adjustment Date as defined herein. Interest will accrue on any non-banking day at the rate in effect on the immediately preceding banking day. The Lender’s Prime Rate is not necessarily the lowest rate charged by the Lender on its loans. The Lender may charge rates of interest lower than, equal to, or higher than, the “Prime Rate” as defined herein.

“Principal Payment Commencement Date” is defined in Section 2.4 hereof.

“Prohibited Person” is defined in Section 3.18 hereof.

“Prohibited Transfer” is defined in Section 6.5 hereof.

“Properties” means the Closing Date Properties and the Post-Closing Properties, provided, however, that once the Property Release Conditions have been satisfied for a particular Closing Date Property or a Post-Closing Property, then such shall no longer be deemed Properties hereunder. “Property” means any one of those Properties.

“Property Debt Service” means the aggregate amount of monthly installments of principal and interest that would be due and payable over a period of twelve (12) months if the principal amount outstanding under the Delayed Draw Term Notes outstanding issued in connection with the acquisition of such Property as of the date of calculation were amortized on a substantially linear basis over a term of three hundred sixty (360) months at the Prime Rate.

“Property Debt Service Coverage Ratio” means, as of any determination date, the quotient, expressed as a decimal, of the In-Place NOI for the Property acquired with the proceeds of the Loan as evidenced by a Delayed Draw Term Note for the twelve (12) full calendar month period ending prior to such determination date, divided by Property Debt Service.

“Property Management Agreement” means any agreement entered into by Borrower or any Subsidiary Guarantor with respect to the management, operation, leasing, or maintenance of any Property, as approved in writing by Lender pursuant to the applicable provisions of this Loan Agreement.

“Property Manager” means ER Net Leased Property Management, LLC, a Delaware limited liability company, an Affiliate of Borrower, or the Person initially selected by Borrower or any Subsidiary Guarantor to manage any Property pursuant to a Property Management Agreement, and any replacement manager of any Property hereafter approved in writing by Lender in accordance with the applicable provisions of the Loan Documents.

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“Property Release Conditions” mean:

(1) a written request for the release of a Property is provided to Lender by the date that is at least five (5) Business Days in advance of the desired date upon which the applicable Subsidiary Guarantor wishes to effect the release of such Property, together with such information regarding the requested release as Lender may reasonably request in connection therewith;

(2) No Default or Event of Default shall have occurred and be continuing;

(3) Borrower pays to Lender all reasonable, out-of-pocket costs and expenses of Lender, including the reasonable fees, charges and disbursements of external counsel for Lender, in connection with the review, approval and consummation of the release and preparation of any amendments, modifications or waivers of the Loan Documents in connection therewith (whether or not the transactions contemplated are consummated);

(4) Borrower and any applicable Subsidiary Guarantor shall execute and deliver such agreements and instruments in favor of, and provide such further assurances to, Lender, in order to maintain, in Lender’s reasonable discretion, the first priority lien and security interest of Lender in all remaining Properties; and

(5) Borrower shall repay any outstanding amount of principal and interest under the Delayed Draw Term Note issued in connection with the acquisition of such Property.

“Reimbursement and Contribution Agreement” shall mean that certain Reimbursement and Contribution Agreement, to be entered into on or after the date hereof, by and among Borrower and certain Subsidiary Guarantors, in the form attached hereto as Exhibit C.

“Restricted Payments” means any direct or indirect payment, dividend or distribution made on account of Capital Stock, as herein defined, including, without limitation, any payment on account of, or assets set apart for a sinking or other analogous fund for the purchase, redemption, retirement, defeasance or other acquisition of, any class of its Capital Stock, or indebtedness subordinated to the Obligations, or any options, warrants, or other rights to purchase such Capital Stock or such indebtedness, whether now or hereafter As used herein, “Capital Stock” means all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934).

“Revolver Maturity Date” shall mean two (2) years after the Closing Date (or, if such date is not a Business Day, the next succeeding Business Day).

“Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the date of this Loan Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Loan Agreement. means any direct or indirect payment, dividend or distribution made on account of Capital Stock, as herein defined, including, without limitation, any payment on account of, or assets set apart for a sinking or other analogous fund for the purchase, redemption, retirement, defeasance or other acquisition of, any class of its Capital Stock, or indebtedness subordinated to the Obligations, or any options, warrants, or other rights to purchase such Capital Stock or such indebtedness, whether now or hereafter As used herein, “Capital Stock” means all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934).

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“S&P” shall mean Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. “Sanctions” means sanctions administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control (OFAC), US Department of State, United Nations Security Council, European Union, Her Majesty’s Treasury, or other relevant sanctions authority.

“Scheduled Payment” is defined in Section 2.4 of this Loan Agreement.

“Security Documents” refers collectively to the Mortgages and all other Loan Documents that are intended to secure the payment and performance of the Obligations or any portion thereof.

“Subsidiary Guarantor” means each wholly-owned subsidiary of either Borrower or ExchangeRight Income Fund Operating Partnership, LP which owns any Property (including, without limitation, the Closing Date Subsidiary Guarantor) that was purchased with the proceeds of the Loan; provided, however, that once the Property Release Conditions have been satisfied for all such Properties owned by such Subsidiary Guarantor, such subsidiary shall no longer be deemed a Subsidiary Guarantor.

“Total Debt” shall mean, as of any date, all Indebtedness of Borrower and its subsidiaries (including, without limitation, the Indebtedness evidenced by each Delayed Draw Term Note issued hereunder) measured on a consolidated basis as of such date.

“Transfer” is defined in Section 6.3 hereof.

1.2 Rules of Construction. When used in this Loan Agreement or any other Loan Document, (i) references to a Person are, unless the context otherwise requires, also to such Person’s heirs, executors, legal representatives, successors, and assigns, as applicable, (ii) the words “hereof”, “herein”, “hereunder”, and comparable terms refer to the entire Loan Document in which such terms are used and not to any particular article, section, or other subdivision thereof or attachment thereto, (iii) references to any gender include, unless the context otherwise requires, references to all genders, and references to the singular include, unless the context otherwise requires, references to the plural, and vice versa, (iv) the words “shall” and “will” have equal force and effect, (v) references in a Loan Document to “Article,” “Section,” “paragraph” or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section, paragraph, or subdivision of or an attachment to such Loan Document, (vi) all accounting terms not otherwise defined therein have the meanings assigned to them in accordance with generally accepted accounting principles, and (vii) the words “include”, “includes”, and “including” shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by such words or words of like import.

1.3 Date of Loan Documents. The date of this Loan Agreement or any other Loan Document is intended as a date for the convenient identification of this Loan Agreement or such other Loan Document and is not intended to indicate that this Loan Agreement or such other Loan Document was executed and delivered on said date by any party hereto.

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ARTICLE 2.

THE LOAN

2.1 Agreement to Lend and Borrow. Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Borrower agrees to borrow from Lender, and Lender hereby agrees to lend to Borrower, the Loan. Borrower and Lender acknowledge and agree that the Loan is a revolving credit facility, and Borrower shall have the right to borrow, repay and re-borrow principal sums hereunder that are evidenced by separate Delayed Draw Term Notes, but in no event shall the aggregate principal amount outstanding under all Delayed Draw Term Notes exceed $40,000,000, from the Closing Date until the Revolver Maturity Date. The advances made by Lender hereunder shall constitute advances of principal under each Delayed Draw Term Note, as and when such advances are made. The Loan, together with accrued interest thereon, and all other Obligations of Borrower under this Loan Agreement and the other Loan Documents, shall at all times be secured by the Security Documents without any further action on the part of Lender or any other Person.

2.2 Use of Loan Proceeds. Borrower shall cause each Subsidiary Guarantor to use the proceeds of each Delayed Draw Term Note solely and exclusively for the sole purpose of acquiring, financing or operating the Properties and closing costs and expenses associated with such acquisitions, financing or operation of the Properties, which Properties may already be owned by a Subsidiary Guarantor and such proceeds will be used to finance such Properties after they have been acquired by such Subsidiary Guarantor. Borrower shall execute one Delayed Draw Term Note for each Property acquired on the Closing Date or an Acquisition Date.

2.3 Applicable Interest Rates.

(a) Interest Rate. The principal amount of the Loan will bear interest at the Prime Rate.

(b) Default Rate. Upon the occurrence and during the continuation of any Event of Default hereunder and the delivery of written notice of such Event of Default to Borrower, the principal amount of the applicable Delayed Draw Term Note will automatically, without notice to or demand upon Borrower, during the continuance of the Event of Default, bear interest at the per annum rate of interest equal to five percent (5%) in excess of the interest rate otherwise in effect hereunder (the “Default Rate”). Borrower agrees that the Default Rate represents a fair and reasonable estimate by Borrower and Lender of a fair average compensation for the risk of loss that Lender will experience due to the occurrence and continuation of an Event of Default and for the cost and expenses that might be incurred by Lender by reason of the occurrence and continuation of an Event of Default, with the parties agreeing that the damages caused by such increased risk and extra cost and expenses are impracticable or extremely difficult to ascertain or estimate. The payment by Borrower of interest at the Default Rate will not prejudice the rights of Lender to collect any other amounts required to be paid by Borrower hereunder or under any of the other Loan Documents.

(c) Method of Calculation. All interest on the Loan, whether calculated using Prime Rate or the Default Rate, will be calculated on the basis of a 360-day year by multiplying the outstanding principal amount by the applicable per annum rate, multiplying the product thereof by the actual number of days elapsed, and dividing the product so obtained by 360.

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2.4 Payment of Principal and Interest. Subject to Lender’s right to accelerate the maturity of the Delayed Draw Term Loans as provided herein and in the other Loan Documents, Borrower shall pay the principal of and accrued interest on the Loan as follows:

(a) For each Delayed Draw Term Note (such Delayed Draw Term Note shall be referred to in the applicable Delayed Draw Term Note as a “70% Loan to Cost Delayed Draw Term Note”) issued in connection with the acquisition by a Subsidiary Guarantor of any Property or set of Properties for which Lender has agreed to loan 70% or less of the contract purchase price for such Property (subject to Lender’s receipt of a satisfactory Appraisal):

(i) Commencing on the fifth (5^th) day of the month following the date of such Delayed Draw Term Note and on the fifth (5^th) day of each successive calendar month thereafter for twelve (12) months, Borrower shall pay to Lender all accrued but unpaid interest on the outstanding principal of the Loan amount evidenced by such Delayed Draw Term Note (i.e., twelve (12) months interest only); and

(ii) Commencing on the fifth (5^th) day of the thirteenth (13^th) month following the date of execution of such Delayed Draw Term Note and on the fifth (5^th) day of each calendar month thereafter until the Delayed Draw Term Note Maturity Date, Borrower shall pay to Lender equal, consecutive monthly payments of principal and interest based on the principal amount outstanding under such Delayed Draw Term Note amortized on a substantially linear basis over a term of three hundred sixty (360) months calculated at a fixed interest rate of four percent (4%). For the avoidance of doubt, it is acknowledged and agreed that the principal amount outstanding under such Delayed Draw Term Note shall bear interest at the Prime Rate, even though payments of principal and interest will be calculated at a fixed rate of four percent (4%).

(b) For each Delayed Draw Term Note (such Delayed Draw Term Note shall be referred to in the applicable Delayed Draw Term Note as a “70% - 75% Loan to Cost Delayed Draw Term Note”) issued in connection with the acquisition by a Subsidiary Guarantor of any Property or set of Properties for which Lender has agreed to loan greater than 70% but less than or equal to 75% of the contract purchase price for such Property (subject to Lender’s receipt of a satisfactory Appraisal):

(i) Commencing on the fifth (5^th) day of the month following the date of such Delayed Draw Term Note and on the fifth (5^th) day of each successive calendar month thereafter for six (6) months, Borrower shall pay to Lender all accrued but unpaid interest on the outstanding principal of the Loan amount evidenced by such Delayed Draw Term Note (i.e. six (6) months interest only); and

(ii) Commencing on the fifth (5^th) day of the seventh (7^th) month following the date of execution of such Delayed Draw Term Note and on the fifth (5^th) day of each calendar month thereafter until the Delayed Draw Term Note Maturity Date, Borrower shall pay to Lender equal, consecutive monthly payments of principal and interest based on the principal amount outstanding under such Delayed Draw Term Note amortized on a substantially linear basis over a term of three hundred sixty (360) months calculated at a fixed interest rate of 4%. For the avoidance of doubt, it is acknowledged and agreed that the principal amount outstanding under such Delayed Draw Term Note shall bear interest at the Prime Rate, even though payments of principal and interest will be calculated at a fixed rate of four percent (4%).

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(c) For each Delayed Draw Term Note (such Delayed Draw Term Note shall be referred to in the applicable Delayed Draw Term Note as an “80% Loan to Cost Delayed Draw Term Note”) issued in connection with the acquisition by a Subsidiary Guarantor of any Property or set of Properties for which Lender has agreed to loan greater than 75% but less than or equal to 80% of the contract purchase price for such Property (subject to Lender’s receipt of a satisfactory Appraisal):

(i) Commencing on the fifth (5^th) day of the month following the date of such Delayed Draw Term Note and on the fifth (5^th) day of each successive calendar month thereafter for three (3) months, Borrower shall pay to Lender all accrued but unpaid interest on the outstanding principal of the Loan amount evidenced by such Delayed Draw Term Note (i.e., three (3) months interest only); and

(ii) Commencing on the fifth (5^th) day of the fourth (4^th) month following the date of execution of such Delayed Draw Term Note and on the fifth (5^th) day of each calendar month thereafter until the Delayed Draw Term Note Maturity Date, Borrower shall pay to Lender equal, consecutive monthly payments of principal and interest based on the principal amount outstanding under such Delayed Draw Term Note amortized on a substantially linear basis over a term of three hundred (300) months calculated at a fixed interest rate of 4% (each of subsections (a), (b) and this subsection (c) are a “Scheduled Payment”). For the avoidance of doubt, it is acknowledged and agreed that the principal amount outstanding under such Delayed Draw Term Note shall bear interest at the Prime Rate, even though payments of principal and interest will be calculated at a fixed rate of four percent (4%).

(d) On each Delayed Draw Term Note Maturity Date, Borrower shall pay to Lender the entire principal amount outstanding under such Delayed Draw Term Note, together with all accrued but unpaid interest thereon and any other charges due hereunder.

(e) Borrower shall have the option to extend the term under each Delayed Draw Term Note twice by up to six (6) months each, provided each Delayed Draw Term Note Extension Condition has been satisfied.

2.5 Tender of Payment. If any payment of principal or interest (or both) required under the Notes is due on a day that is not a Business Day, then such payment shall be due on the next succeeding Business Day. All payments, fees, charges, and other sums due hereunder shall be paid in lawful money of the United States of America at the office of Lender located at 3490 Piedmont Road, NE, Suite 750, Atlanta, Georgia 30305, or such other place as Lender designates in writing from time to time. All payments made as scheduled, to the extent thereof, may be applied first to advanced costs, charges and fees, then to accrued interest, and then to unpaid principal, if applicable, any instructions from Borrower or anyone else to the contrary notwithstanding. If at any time Lender receives, from Borrower or otherwise, any amount applicable to the Loan that is less than all amounts due and payable at such time, Lender may apply that payment to amounts then due and payable in any manner and in any order determined by Lender, in Lender’s discretion. Borrower agrees that neither Lender’s acceptance of a payment from Borrower in an amount that is less than all amounts then due and payable nor Lender’s application of such payment will constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction. All payments made by check or draft shall be accepted subject to the condition that any such check or draft may be handled for collection in accordance with the practice of the collecting bank or banks. In determining the amount of interest payable on the Maturity Date or upon full prepayment of the Loan, all changes in the applicable interest rate and outstanding principal balance occurring on or prior to the day before the Maturity Date or the date of such prepayment will be taken into account.

2.6 Late Charges and Other Fees. Borrower shall pay to Lender a late charge equal to five percent (5%) of the amount of any payment (other than the principal payment due on the Maturity Date) that is not received by Lender within ten (10) days after the date such payment is due under the terms of this Loan Agreement. In no case will any such late charge be less than $10.00 or more than the maximum amount allowed by applicable law. Collection or acceptance by Lender of such late charge will not constitute a waiver of any rights or remedies of Lender provided in this Loan Agreement or in any other

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Loan Document. The late charge provided for herein represents a fair and reasonable estimate by Borrower and Lender of a fair average compensation for the loss that might be sustained by Lender due to the failure of Borrower to make timely payments hereunder, the parties recognizing that the damages caused by such extra administrative expenses and loss of the use of funds is impracticable or extremely difficult to ascertain or estimate. Lender may impose a non-sufficient funds fees for any check that is presented for payment that is returned for any reason. In addition, Lender may charge loan documentation fees as may be reasonably determined by the Lender; provided, Lender is assessing such documentation fees on other borrowers that have loans outstanding with Lender.

2.7 Prepayment. Borrower may prepay the outstanding principal of the Loan, or any part thereof, from time to time without penalty, subject to the provisions of this Section. Borrower shall have no right to prepay, and Lender shall have no obligation to accept tendered prepayments of, the entire principal balance outstanding under the Loan (a “Prepayment”) until subsequent to the last day of the first (1st) month after the effective date of this Loan Agreement. A prepayment may be made commencing with the first (1st) month after the effective date of this Loan Agreement, and with not less than five (5) days’ prior written notice to Lender. Any amounts to be prepaid in specified notice shall become due and payable at the time provided in said notice, and said notice shall not relieve Borrower from making any payment due prior to the time specified in said notice. Prepayments shall be credited to installments of principal in the inverse order of their maturity. Borrower’s right to prepay is also subject to the condition that Borrower shall pay to Lender, concurrently with such Prepayment, any obligation arising under any rate management agreement, if any, in effect at the time of such Prepayment by reason of the termination, in whole or in part, of such rate management agreement.

2.8 Reserve for Impositions. If any Event of Default is existing, Borrower shall make a monthly deposit into an account established with Lender or such other depositary institution reasonably acceptable to Lender, together with and in addition to the monthly payment of principal and/or interest due on the Loan, in an amount equal to one- twelfth (1/12) of the amount estimated by Lender in good faith to be sufficient to enable Lender to pay such Impositions at least thirty (30) days before they become due (the “Impositions Reserve”). No interest shall be payable to Borrower in respect to moneys deposited in the Impositions Reserve. Upon demand of Lender, Borrower agrees to deliver to Lender such additional moneys as are reasonably necessary to make up any deficiencies in the amounts necessary to enable Lender to pay the Impositions when due. In addition, if the annual deductibles applicable to any insurance policy required to be maintained by Borrower pursuant to this Loan Agreement exceed, in the aggregate, five percent (5%) of the annual net operating income of Borrower, Borrower shall also deposit into the Impositions Reserve an amount equal to one-twelfth (1/12th) of the amount of such deductibles. If the total of such deposits exceeds the amount required to pay the Impositions when due and to establish adequate reserves for the payment of such deductibles, such excess shall be held and credited against the obligation to make subsequent deposits into the Impositions Reserve. Borrower hereby pledges to Lender any and all monies now or hereafter deposited in the Impositions Reserve as additional security for the Obligations. Upon the occurrence and during the continuation of an Event of Default, Lender may apply any sums then present in the Impositions Reserve to the payment of such Impositions and the remaining balance, if any, to the other Obligations in any order or priority as Lender might elect in its sole discretion.

2.9 Loan Fee. The Loan Fee shall be due and payable by Borrower, and shall be deemed fully earned by Lender, on the Closing Date. The Delayed Draw Term Note Fee shall be due and payable by Borrower, and shall be deemed fully earned by Lender upon Borrower’s execution of such Delayed Draw Term Note. Neither the Loan Fee nor the Delayed Draw Term Note Fee shall be subject to refund or rebate under any circumstance whatsoever, including, without limitation, any prepayment of the Loan. The Loan Fee and the Delayed Draw Term Note Fee are intended to compensate Lender for the costs associated with the origination, structuring, processing, approving, and closing of the transaction

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contemplated by this Loan Agreement, including, but not limited to, administrative and general overhead, but not including any out-of-pocket or other expenses for which Borrower has agreed to reimburse Lender pursuant to any other provisions of this Loan Agreement or any of the Loan Documents. The Loan Fee and the Delayed Draw Term Note Fee shall each be in addition to any other fees or charges payable by Borrower or any other Person under this Loan Agreement or any other Loan Document.

2.10 No Usurious Amounts. Borrower and Lender, in the execution of this Loan Agreement, the Notes, and all other Loan Documents, intend to contract in strict compliance with the usury laws governing the Loan. In furtherance thereof, the parties stipulate and agree that none of the terms and provisions contained in this Loan Agreement and the other Loan Documents shall ever be construed to create a contract for the use, forbearance, or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws governing the Loan. Borrower, Guarantor, and any other party now or hereafter becoming liable for the payment of the Loan shall never be liable for unearned interest on the Loan and shall never be required to pay interest on the Loan at a rate in excess of the maximum interest that may be lawfully charged under the laws governing the Loan, and the provisions of this Section will control over all other provisions of this Loan Agreement, the Note, and the other Loan Documents that may be in apparent conflict herewith. In the event Lender shall collect monies that are deemed to constitute interest and that would otherwise increase the effective interest rate on the Loan to a rate in excess of that permitted to be charged by the laws governing the Loan, all such sums deemed to constitute interest in excess of the legal rate shall be applied to the unpaid principal balance of the Loan and, if in excess of such balance, shall be immediately returned to Borrower upon such determination. All sums paid or agreed to be paid for the use, forbearance or detention of money payable under the Loan shall, to the extent allowed by applicable law, be amortized, prorated, allocated and spread throughout the full term of the Loan.

2.11 Conditions Precedent to Closing. The obligation of the Lender to make any loan on the Closing Date is subject to the receipt of Lender, on or prior to the Closing Date, of the following, all in form and content reasonably acceptable to Lender:

(a) Executed originals of all Closing Date Loan Documents.

(b) A signed closing statement.

(c) With respect to each Closing Date Property:

(i) Evidence of compliance with all laws, zoning and other ordinances, rules, regulations and restrictions.

(ii) A current title insurable ALTA survey conforming with survey standards reasonably acceptable to Lender, certified to Lender and to the title insurer, showing all easements, rights of way, utilities, means of ingress and egress, setback lines and encroachments, if any.

(iii) A paid policy of mortgage title insurance on an American Land Title Association Loan Policy form, without exceptions which are unacceptable to Lender, insuring title, free and clear of all liens, claims and encumbrances except such as Lender shall approve. Such title insurance policy must also contain such other terms as may be required by Lender.

(iv) A property condition report reviewed and approved by Lender.

(v) An Appraisal from an MAI appraiser reasonably acceptable to Lender indicating a Property value acceptable to Lender.

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(vi) Environmental audits reviewed and approved by Lender and conducted by a qualified environmental inspection company reasonably acceptable to Lender.

(vii) If available upon the applicable Subsidiary Guarantor’s commercially reasonable efforts, an estoppel from the Tenant at the applicable Property, which estoppel shall not be required to be addressed to Lender.

2.12 Conditions Precedent to Property Acquisition. The obligation of Lender to make loans under this Loan Agreement is subject to the receipt of Lender, on or prior to any Acquisition Date, of the following, all in form and content reasonably acceptable to Lender:

(a) Executed originals of all Acquisition Date Loan Documents.

(b) With respect to each Post-Closing Property:

(i) Evidence of compliance with all laws, zoning and other ordinances, rules, regulations and restrictions affecting such Post-Closing Property.

(ii) A current title insurable ALTA survey conforming with survey standards reasonably acceptable to Lender, certified to Lender and to the title insurer, showing all easements, rights of way, utilities, means of ingress and egress, setback lines and encroachments, if any.

(iii) A paid policy of mortgage title insurance on an American Land Title Association Loan Policy form, without exceptions which are unacceptable to Lender, insuring title to the Property to be acquired on the Acquisition Date, free and clear of all liens, claims and encumbrances except such as Lender shall approve. Such title insurance policy must also contain such other terms as may be reasonably required by Lender.

(iv) A property condition report reviewed and approved by Lender.

(v) An Appraisal from an MAI appraiser reasonably acceptable to Lender indicating a Property value of at least 80% of the principal amount of the applicable Delayed Draw Term Loan or as otherwise acceptable to Lender.

(vi) Environmental audits reviewed and approved by Lender and conducted by a qualified environmental inspection company reasonably acceptable to Lender.

(vii) If available upon the applicable Subsidiary Guarantor’s commercially reasonable best efforts, an estoppel from the Tenant at the Property, which estoppel shall not be required to be addressed to Lender.

ARTICLE 3.

OBLIGORS’ REPRESENTATIONS AND WARRANTIES

Borrower hereby represents and warrants to Lender, with knowledge that Lender shall materially rely upon each of the following representations and warranties in entering into this Loan Agreement, as follows:

3.1 Due Organization and Qualification. Each Corporate Loan Party is duly organized, validly existing, and in good standing under the laws of state of its formation and is qualified to transact business and is in good standing in any jurisdiction where the failure to be so qualified and to be in good standing would result in a Material Adverse Change in the conduct of its business or the validity of, the enforceability of, or the ability of such Corporate Loan Party to perform, the Obligations under this Loan Agreement and the other Closing Date Loan Documents.

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3.2 Power and Authority. Each Corporate Loan Party or Obligor, as applicable, has the requisite power and authority (i) to carry on its business as now conducted and as contemplated to be conducted in connection with the performance of the Obligations hereunder and under the other Loan Documents and (ii) to execute and deliver this Loan Agreement and the other Loan Documents, as applicable, to incur and perform the Obligations, and to carry out the transactions contemplated by this Loan Agreement and the other Closing Date Loan Documents.

3.3 Due Authorization. The execution, delivery, and performance of this Loan Agreement and the other Closing Date Loan Documents have been duly authorized by all necessary action and proceedings by or on behalf of each Corporate Loan Party, and no further approvals or filings of any kind, including any approval of or filing with any Governmental Authority, are required by or on behalf of any Corporate Loan Party as a condition to the valid execution, delivery, and performance by Borrower of this Loan Agreement and the other Closing Date Loan Documents.

3.4 Enforceability. This Loan Agreement and the other Closing Date Loan Documents to which any Obligor are parties have been duly authorized, executed, and delivered by such Obligor and constitute the legal, valid, and binding obligation of such Obligor, enforceable against such Obligor in accordance with their respective terms, except as such enforceability may be affected by applicable conservatorship, bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally.

3.5 No Conflicts. Neither the execution and delivery of this Loan Agreement and the other Closing Date Loan Documents to which any Obligor is a party, nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement and such other Closing Date Loan Documents, nor the performance of the Obligations (i) conflicts with or result in (or will conflict with or result in) any material breach or violation of any current Legal Requirement enacted or issued by any Governmental Authority or other agency having jurisdiction over any Obligor or any portion of any Closing Date Property, or any judgment or order applicable to any Obligor, or to which any Obligor or any portion of any Closing Date Property is subject, (ii) conflicts with or result in (or will conflict with or result in) any material breach or violation of, or constitute a default under, any of the terms, conditions, or provisions of any Corporate Loan Party’s organizational documents, any indenture, existing agreement, or other instrument to which such Corporate Loan Party is a party, or to which any Corporate Loan Party or any portion of any Closing Date Property is subject, (iii) results in or requires (or will result in or require) the creation of any lien on all or any portion of any Closing Date Property or any other Collateral, except for the Permitted Encumbrances, or (iv) requires (or will require) the consent or approval of any creditor of any Obligor, any Governmental Authority, or any other Person except such consents or approvals that have already been obtained or where the failure to obtain such consents or approvals would not reasonably be expected to cause a Material Adverse Change.

3.6 Pending Litigation or other Proceedings. There is no pending or, to the knowledge of Borrower, threatened action, suit, proceeding, or investigation, at law or in equity, before any court, board, body, or official of any Governmental Authority or arbitrator against or affecting any Closing Date Property or any other portion of any Closing Date Property or other assets of any Obligor, which, if decided adversely to such Obligor, would have, may reasonably be expected to have, or will result in a Material Adverse Change. No Obligor is in default with respect to any order of any Governmental Authority.

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3.7 No Contractual Defaults. There are no defaults by any Obligor or, to the actual knowledge of Borrower, by any other Person under any contract to which any Obligor is a party relating to any Closing Date Property (other than Leases, which are addressed in Section 3.26 below), including any management, service, supply, security, maintenance, or similar contract, other than defaults which do not permit the non-defaulting party to terminate the contract and which are not reasonably expected to cause a Material Adverse Change. No Obligor nor, to the knowledge of Borrower, any other Person, has received written notice or has any actual knowledge of any existing circumstances in respect of which it could receive any notice of default or breach in respect of any such contracts affecting or concerning any Closing Date Property.

3.8 Non-Foreign Person. No Corporate Loan Party is a “foreign person” within the meaning of § 1445(f)(3) of the Internal Revenue Code.

3.9 ERISA. No Corporate Loan Party nor any member of the “controlled group” of such Corporate Loan Party has established and is a party to an “employee benefit plan” within the meaning of Section 3(3) of Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”), or any other option or deferred compensation plan or contract for the benefit of its employees or officers, pension, profit sharing or retirement plan, redemption agreement, or any other agreement or arrangement with any officer, director or owner, members of their families, or trusts for their benefit, and the assets of Borrower do not and shall not constitute “plan assets” of one more such plans for purposes of ERISA.

3.10 Ownership. The ownership structure of Borrower has been provided to Lender. There are no outstanding warrants, options, or rights to purchase any ownership interests of Borrower, nor does any Person have a lien upon any of the ownership interests of Borrower.

3.11 Investment Company Act. No Corporate Loan Party is (i) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended, (ii) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject to any other federal or state law or regulation that purports to restrict or regulate its ability to borrow money.

3.12 Financial Information. The financial projections relating to the Corporate Loan Parties and delivered to Lender on or prior to the date hereof, if any, were prepared on the basis of assumptions believed by such Corporate Loan Party, in good faith at the time of preparation, to be reasonable, and Borrower is not aware of any fact or information that would lead it to believe that such assumptions are incorrect or misleading in any material respect; provided, however, that no representation or warranty is made that any result set forth in such financial projections shall be achieved. The financial statements of each Corporate Loan Party which have been furnished to Lender are complete and accurate in all material respects and present fairly the financial condition of such Corporate Loan Party, and there are no liabilities, direct or indirect, fixed or contingent, as of the respective dates of such financial statements which are not reflected therein or in the notes thereto or in a written certificate delivered with such statements. The financial statements of each Corporate Loan Party have been prepared in accordance with income tax basis accounting principles consistently applied. Since the date of the most recent of such financial statements delivered to Lender, no event has occurred which would have, or may reasonably be expected to have, a Material Adverse Change, and there has not been any material transaction entered into by any Corporate Loan Party other than transactions in the ordinary course of business. Any rent rolls for any Closing Date Property which have been furnished to Lender are, to Borrower’s actual knowledge, complete and accurate in all material respects and the leasing status of each Closing Date Property as of the respective dates of such rent rolls. Each Corporate Loan Party has filed all federal, state, and local tax returns that are required to be filed and has paid, or made adequate provision for the payment of, all taxes that have or may become due pursuant to such returns or to assessments received by such Corporate Loan Party.

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3.13 Accuracy of Information. No information, statement, or report furnished in writing to Lender by any Obligor in connection with this Loan Agreement or any other Closing Date Loan Document, or in connection with the consummation of the transactions contemplated hereby and thereby, contains any material misstatement of fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

3.14 No Conflicts of Interest. To the knowledge of Borrower, no officer, agent, or employee of Lender has been or is in any manner interested, directly or indirectly, in that Person’s own name, or in the name of any other Person, in the Closing Date Loan Documents, any Corporate Loan Party, or the Closing Date Property, in any contract for property or materials to be furnished or used in connection with the Closing Date Property, or in any aspect of the transactions contemplated by the Closing Date Loan Documents.

3.15 No Reliance. Borrower acknowledges, represents, and warrants that it understands the nature and structure of the transactions contemplated by this Loan Agreement and the other Closing Date Loan Documents, that it is familiar with the provisions of all of the documents and instruments relating to such transactions, that it understands the risks inherent in such transactions, including the risk of loss of the Closing Date Property or a part thereof, and that it has not relied on Lender for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Loan Agreement or any other Closing Date Loan Document or otherwise relied on Lender in any manner in connection with interpreting, entering into, or otherwise in connection with this Loan Agreement, any other Closing Date Loan Document, or any of the matters contemplated hereby or thereby.

3.16 Contracts with Affiliates. Except for Permitted Encumbrances, any Property Management Agreement with Property Manager and any Asset Management Agreement with Asset Manager and as otherwise approved in writing by Lender, no Corporate Loan Party has entered into and is not a party to any contract, lease, or other agreement with any Affiliate of Borrower for the provision of any service, materials, or supplies to any Closing Date Property (including any contract, lease, or agreement for the provision of property management services, cable television services or equipment, gas, electric or other utilities, security services or equipment, laundry services or equipment or telephone services or equipment).

3.17 Lines of Business. No Corporate Loan Party is engaged in any business other than the ownership, leasing, equity or debt financing, or management of each Property and the conduct of this business does not violate the organizational documents pursuant to which it is formed.

3.18 USA PATRIOT ACT, OFAC and Other Regulations. No Obligor is, and no Obligor shall become a Person (individually, a “Prohibited Person” and collectively “Prohibited Persons”) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, U.S. Department of the Treasury (the “OFAC List”) or otherwise subject to any other prohibitions or restrictions imposed by laws, regulations or executive orders, including Executive Order No. 13224, administered by OFAC (as may be amended from time to time, collectively the “OFAC Rules”). Borrower (i) is not owned or controlled by a Prohibited Person, (ii) is not acting for or on behalf of a Prohibited Person, (iii) is not otherwise associated with a Prohibited Person, (iv) is not providing any material, financial or technological support for or financial or other service to or in support of acts of terrorism or a Prohibited Person.

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3.19 Impositions. Each Corporate Loan Party has filed all property and similar tax returns required to have been filed by it with respect to each Closing Date Property and has paid and discharged, or caused to be paid and discharged, all installments for the payment of all taxes due to date, and all other material Impositions imposed against, affecting, or relating to each Closing Date Property other than those which have not become due, together with any fine, penalty, interest, or cost for nonpayment pursuant to such returns or pursuant to any assessment received by it. Borrower has no knowledge of any new proposed tax, levy, or other governmental or private assessment or charge in respect of any Closing Date Property which has not been disclosed in writing to Lender.

3.20 Compliance with Legal Requirements. Borrower has no actual knowledge of the pendency or threat of any action or proceeding regarding the non-compliance or non-conformity of any Closing Date Property with any Legal Requirements.

3.21 Condemnation. No proceedings are pending or, to Borrower’s knowledge, threatened to acquire by power of condemnation or eminent domain any portion of any Closing Date Property, or any interest therein, or to enjoin or similarly prevent the use of any Closing Date Property or any portion thereof.

3.22 Insurance. Borrower has delivered to Lender a duly executed certificate(s) of insurance with respect to all insurance policies currently in effect with respect to each Closing Date Property. To Borrower’s knowledge, each insurance policy described in such certificate(s) complies in all material respects with the requirements set forth in each Mortgage.

3.23 Separate Parcel. Each individual parcel comprising each Closing Date Property (i) is not part of a larger tract of land owned by any Obligor or any of their Affiliates that is not also a portion of such Closing Date Property (except for the non-investment grade shop space that is bifurcated with a ground lease in place with the applicable Subsidiary Guarantor) and (ii) is not otherwise included under any unity of title or similar covenant with other lands not encumbered by the Mortgages. Each Closing Date Property constitutes separate tax lots with separate tax assessments for such Closing Date Property, independent of those for any other lands or improvements that are not also a portion of such Closing Date Property.

3.24 Utilities and Access. All utility and sanitary sewage services necessary for the use of each Closing Date Property, including, but not limited to, water supply, storm and sanitary sewage disposal systems, cable services, gas, electric and telephone facilities, are presently available for use at each Closing Date Property. The storm and sanitary sewage disposal system, water system, drainage system and all mechanical systems of each Closing Date Property comply with all applicable laws, statutes, ordinances, rules and regulations, including, without limitation, all Hazardous Material Laws (as defined in each Environmental Indemnity Agreement). Each Closing Date Property is either contiguous to, or benefits from an irrevocable unsubordinated easement permitting access from such Closing Date Property to, a physically open, dedicated public street and has all necessary permits for ingress and egress.

3.25 Independent Unit. Each Closing Date Property is an independent unit that does not rely on any drainage, sewer, access, parking, structural, or other facilities located on any property not included in either any Closing Date Property or on public or utility easements for the (i) fulfillment of any zoning, building code, or other requirement of any Governmental Authority that has jurisdiction over the Closing Date Property, (ii) structural support, or (iii) the fulfillment of the requirements of any contract or agreement affecting any Closing Date Property. The applicable Subsidiary Guarantor, directly or indirectly, has the right to use all easements, public or private utilities, parking, access routes, or other items necessary for the intended use of each Closing Date Property. Except for the Permitted Encumbrances, no building or other improvement not located on any Closing Date Property relies on any part of such Closing Date Property to fulfill any zoning requirements, building code, or other requirement of any Governmental Authority that has jurisdiction over any Closing Date Property for structural support or to furnish to such building or improvement any essential building systems or utilities.

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3.26 Leasing. No Closing Date Property is subject to any Lease as of the Closing Date other than (i) the Leases described in the certified rent roll delivered to Lender on the Closing Date or (ii) on Properties that are used as shopping centers, the ground leases where the non-investment grade shop space is bifurcated pursuant to a ground lease by the applicable Subsidiary Guarantor to an Affiliate of Borrower. The applicable Subsidiary Guarantor is the owner and lessor of the landlord’s interest in all Leases. Except for the Permitted Encumbrances, no Person has any possessory interest in any Closing Date Property or right to occupy the same except under and pursuant to the provisions of the Leases. Except as disclosed in the rent roll delivered to Lender on or before the Closing Date, the Leases are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute a default thereunder. The Leases and any related guarantees (including all amendments thereto), if any, delivered to Lender are accurate, true and complete, and there are no oral agreements with respect thereto. No rent due under any of the Leases (other than security deposits, if any) has been paid more than one (1) month in advance of its due date. All work to be performed by the landlord under the Leases has been performed and has been accepted by the tenant(s), and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord under the Leases has already been received by such tenant(s). Except as set forth in the Leases, no tenant has assigned its interest in its Lease or sublet all or any portion of the premises demised thereby, no tenant holds its leased premises under assignment or sublease, nor does anyone except the tenant occupy the leased premises. Except as set forth in the Leases, no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of any Closing Date Property for which the leased premises are a part. No tenant under any Lease has any right or option for additional space in any Closing Date Property. No Obligor has any knowledge of any defaults by any tenant under any Lease nor any knowledge that any statement made by or on behalf of a tenant under any Lease in a tenant estoppel certificate delivered to Borrower and/or Lender in connection with the Loan contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained therein not misleading.

3.27 Asset Management Agreement; Property Management Agreement. Each of the applicable Asset Management Agreement and Property Management Agreement is in full force and effect, has not been modified, altered, or amended except as disclosed to Lender in writing, and each constitutes the complete agreement among the parties named therein with respect to the subject matter thereof. Except as set forth in the Asset Management Agreement or the Property Management Agreement, as applicable, none of the applicable Asset Manager, the applicable Property Manager or any other Person has any right or claim to any fees, commissions, compensation, or other remuneration in connection with or arising out of the use, occupancy, and operation of any Closing Date Property, except as specified within each Asset Management Agreement or Property Management Agreement, as applicable.

3.28 Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in this Article and elsewhere in this Loan Agreement and in the other Closing Date Loan Documents shall survive for so long as any amount remains owing to Lender under this Loan Agreement or any of the other Closing Date Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Loan Agreement or in the other Closing Date Loan Documents by each Obligor shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

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ARTICLE 4.

OPERATION AND MANAGEMENT OF THE PROPERTIES

4.1 Conduct of Business. Borrower will cause the operation of the Properties to be conducted at all times in a first-class manner. Without limiting the foregoing, Borrower will and will cause each Subsidiary Guarantor to (i) operate each Property in a prudent manner in compliance with Legal Requirements, (ii) maintain sufficient equipment and supplies of types and quantities at each Property to enable each Subsidiary Guarantor or the applicable Property Manager adequately to perform the operation of each Property and Subsidiary Guarantors’ obligations under the Leases, and (iii) keep all Improvements in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needed and proper repairs, renewals, replacements, additions, and improvements thereto to keep the same in good condition.

4.2 Leasing.

(a) Approval of Leases. Borrower shall not, and Borrower shall not permit any Subsidiary Guarantor to, enter into, amend or renew any Lease without the prior consent of Lender, which consent shall not be unreasonably withheld delayed or, conditioned; provided, however, such consent shall not be required in the case of any Lease which satisfies the Leasing Requirements. In the case of any Lease which does not satisfy the Leasing Requirement, Lender shall notify Borrower of its approval or disapproval of the proposed Lease (and in the case of a disapproval, the reasons therefor) within ten (10) Business Days after Lender’s receipt of the final draft of the proposed Lease and any other documentation or information reasonably requested by Lender to evaluate the proposed Lease, and if Lender fails to respond with such period, Lender will be deemed to have approved the proposed Lease. Borrower’s ability to enter into, amend or renew any Lease shall be further limited by Section 6.1(b) of this Loan Agreement.

(b) Preservation of Leases. Borrower shall observe and perform (and shall cause each Subsidiary Guarantor to observe and perform) all the obligations imposed upon the landlord under the Leases and will not do or permit to be done anything to impair the value of the Leases or any guaranty of any Lease as a security for the Obligations. Borrower will (and will cause each Subsidiary Guarantor to notify), in the ordinary course of its business, use commercially reasonable efforts to enforce all of the material terms, covenants, and conditions contained in the Leases upon the part of tenants thereunder to be observed or performed. Borrower shall promptly notify (or shall cause the applicable Subsidiary Guarantor to notify) Lender of any material default or dispute occurring under any Lease (and shall promptly send copies to Lender of all notices or correspondence relating to such material default or dispute sent or received by Borrower) and the occurrence of any event or the failure of any condition that would give rise to a termination right on the part of the tenant thereunder or guarantor thereof. Borrower shall also promptly provide to Lender a copy of any default notice delivered to tenant pursuant to any Lease. Without the prior written consent of Lender (which consent shall not be unreasonably withheld, delayed, conditioned), Borrower shall not (and shall not permit any Subsidiary Guarantor to) (i) enter into any written amendment to the terms of any Lease, (ii) cancel or terminate any Lease or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the premises demised by any Lease or of any interest therein so as to effect a merger of the estates and rights of, or termination or diminution of the obligations of the tenant thereunder, (iii) consent to, reject, approve or disapprove any action or inaction requested by the tenant under any Lease that is reasonably expected to have a material effect on the value of the Lease as security for the Obligations, including, without limitation, any assignment of or subletting under any Lease (provided, however, that Lender’s consent to a subletting or assignment of a Lease, or any change in the ownership or corporate structure of the tenant thereunder, shall not be required if the applicable Subsidiary Guarantor’s consent to any such event is not required under the terms of the Lease, but Borrower agrees to provide prompt written notice to Lender of any such

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event), or (iv) consent to or pursue any remedies under a Lease except in the event of an emergency. Borrower may (and may permit Subsidiary Guarantors to), without the prior written consent of Lender, make minor modifications or amendments, or give consents, with respect to a Lease so long as such modification, amendment, or consent does not potentially affect the length of the term of the Lease, does not and will not result in the reduction of the tenant’s obligations for the payment of rent or any other charges payable by such tenant, does not materially affect any other material obligations of the tenant thereunder (provided that Borrower agrees to provide Lender with prior written notice of the matters described in this sentence, together with a copy of any such written amendment, modification, or consent).

(c) Effect of Lease Approval. No approval of any Lease by Lender shall be for any purpose other than to protect Lender’s security and to preserve Lender’s rights under the Loan Documents. No approval by Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Lender of a Lease be a representation of any kind, with regard to the Lease or its adequacy or enforceability, or the financial capacity of any tenant or guarantor.

(d) Delivery of Supplemental Documentation. Borrower shall promptly request (or shall cause the applicable Subsidiary Guarantor to request) and, upon receipt, deliver to Lender such estoppel certificates from tenants under the Leases (and guarantors, if any), which estoppel shall not be required to be addressed to Lender.

(e) Security Deposit Information. Upon the Lender’s request, Borrower shall furnish (or shall cause the applicable Subsidiary Guarantor to furnish) an accounting of all tenant security deposits held in connection with each Property, including the name and identification number of the accounts in which such security deposits are held, the name and address of the financial institutions in which such security deposits are held and the name and telephone number of the person to contact at such financial institution.

4.3 Income from the Properties. Borrower shall apply (or shall cause the applicable Subsidiary Guarantor to apply) all income derived from each Property first to the payment of ordinary and customary costs and expenses associated with the ownership, maintenance, operating, and marketing of the Properties, including all amounts then required to be paid under the Loan Documents, before using or applying such income for any other purpose.

4.4 Asset Management Agreement; Property Management Agreement. Borrower shall maintain (or shall cause the applicable Subsidiary Guarantor to maintain) each Asset Management Agreement and the Property Management Agreement in full force and effect and duly observe, perform, and comply with all of Borrower’s (or the applicable Subsidiary Guarantor’s) obligations under such agreements and enforce performance of all obligations of Asset Manager or Property Manager under such agreement. Borrower will (or will cause the applicable Subsidiary Guarantor to) promptly notify Lender of any dispute, default, event of default, or repudiation by Asset Manager or Property Manager under the Asset Management Agreement or the Property Management Agreement. Borrower shall not enter (and shall not permit any Subsidiary Guarantor to enter) into any management or leasing agreement for any Property other than the Asset Management Agreements or the Property Management Agreements, unless Borrower or the applicable Subsidiary Guarantor first notifies Lender and provides Lender a copy of the proposed management or leasing agreement, obtains Lender’s written consent thereto (which consent shall not be unreasonably withheld, conditioned, or delayed), and obtains and provides Lender with a subordination agreement in form satisfactory to Lender from the other party thereto subordinating to all rights of Lender. Borrower will not (and will not permit any Subsidiary Guarantor to) enter into, terminate, amend, modify, or extend any Asset Management Agreement or any Property Management Agreement, or consent to any such action on the part of any Asset Manager or any Property Manager, without the prior written consent of Lender, which consent may not be unreasonably withheld, conditioned, or delayed by Lender.

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4.5 Legal Requirements. Borrower will comply (and will cause each Subsidiary Guarantor to comply) with Legal Requirements in all material respects. Borrower will (and will cause each Subsidiary Guarantor to) procure and continuously maintain in full force and effect, and will abide by and satisfy all material terms and conditions of, all Permits. Without limiting the generality of the foregoing covenant, Borrower specifically agrees that each Property will at all times strictly comply with, to the extent applicable, the requirements of the Americans with Disabilities Act of 1990, all state and local laws and ordinances related to handicapped access and all rules, regulations, and orders issued pursuant thereto including, without limitation, the Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities (collectively “Access Laws”). Notwithstanding any provisions set forth herein or in any other document regarding Lender’s approval of alterations of any Property, Borrower will not alter (and will not permit any Subsidiary Guarantor to alter) or permit any Property to be altered in any manner which would increase Borrower’s or the applicable Subsidiary Guarantor’s responsibilities for compliance with the applicable Access Laws without the prior written approval of Lender. Lender may condition any such approval upon receipt of a certificate of Access Law compliance from an architect, engineer, or other Person reasonably acceptable to Lender. Borrower agrees to give prompt notice to Lender of the receipt by Borrower of any complaints related to violation of any Access Laws and of the commencement of any proceedings or investigations which relate to compliance with applicable Access Laws.

4.6 Appraisals. Borrower will permit (and will cause each Subsidiary Guarantor to permit) Lender and its agents, employees, or independent contractors, at any time (but not more often than once in any calendar year so long as no Event of Default has occurred), while the Obligations remain outstanding, to enter upon and appraise any Property, and Borrower will (and will cause each Subsidiary Guarantor to) cooperate with and provide any information requested in connection with such appraisal. Borrower will pay the costs of any such appraisal (i) if an Event of Default has occurred and is continuing or (ii) if such appraisal is required by external regulatory authorities having jurisdiction over Lender.

4.7 Inspection Rights. Subject to the rights of tenants under their respective Leases, Borrower will permit (and will cause each Subsidiary Guarantor to permit), and require each Property Manager to permit, Persons designated by Lender to visit and inspect any Property, to examine and make excerpts from the books and records of Borrower, each Subsidiary Guarantor and each Property Manager, and to discuss the business affairs, finances, and accounts of Borrower, each Subsidiary Guarantor and each Property Manager with respect to each Property with representatives of Borrower, each Subsidiary Guarantor and each Property Manager, as designated by Lender, all in such detail and at such times (during normal business hours) as Lender may reasonably request after providing no less than 48 hours written notice except in the event of an emergency.

4.8 No Duty of the Part of Lender. Any inspection or audit of any Property or the books and records of Borrower, any Subsidiary Guarantor or the procuring of documents and financial and other information, by or on behalf of Lender shall be for Lender’s protection only and shall not constitute an assumption of responsibility to Borrower, any Subsidiary Guarantor or any other Person with regard to the condition, maintenance, or operation of any Property, or relieve Borrower or any Subsidiary Guarantor of any of Borrower’s or any Subsidiary Guarantor’s obligations. Borrower or the applicable Subsidiary Guarantor has selected all Persons furnishing services or materials to each Property. Lender has no duty to supervise or to inspect any Property or any duty of care to Borrower, any Subsidiary Guarantor, or any other Person to protect against, or inform Borrower, any Subsidiary Guarantor or any other Person of the existence of, negligent, faulty, inadequate, or defective design or construction of any Property.

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4.9 Impositions. Borrower will pay (or will cause the applicable Subsidiary Guarantor to pay), on or before the due date thereof, (i) all taxes, assessments, levies, license fees, permit fees, dues, charges, fines, and impositions (in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen) of every character whatsoever (including all penalties and interest thereon) now or hereafter levied, assessed, confirmed, or imposed on, or in respect of, or which might constitute a lien upon any Property, or any part thereof, or any estate, right, or interest therein, or upon the rents, issues, income, or profits thereof, (ii) all premiums on policies of insurance covering, affecting, or relating to any Property, as required pursuant to this Loan Agreement, (iii) all ground rentals, other lease rentals, and other sums, if any, owing by any Subsidiary Guarantor and becoming due under any lease or rental contract affecting any Property, and (iv) all utility charges that are incurred by any Subsidiary Guarantor for the benefit of each Property or which might become a charge or lien against any Property, for gas, electricity, water, sewer services, and the like furnished to such Property, and all other public or private assessments or charges of a similar nature affecting each Property or any portion thereof, whether or not the nonpayment of same might result in a lien thereon (collectively, “Impositions”). Borrower shall submit (or shall cause the applicable Subsidiary Guarantor to submit) to Lender such evidence of the due and punctual payment of all such premiums, rentals, charges, and other sums as Lender might require and shall submit to Lender such evidence of the due and punctual payment of all such taxes, assessments, and other fees and charges as Lender might require. Borrower shall have the right, before any such tax, assessment, fee, or charges become delinquent, to contest or object to the amount or validity of any such tax, assessment, fee, or charge by appropriate legal proceedings, provided that said right shall not be deemed or construed in any way as relieving, modifying, or extending Borrower’s covenant to pay any such tax, assessment, fee, or charge at the time and in the manner provided herein unless (i) Borrower has given prior written notice to Lender of Borrower’s intent to so contest or object, (ii) Borrower shall demonstrate to Lender’s satisfaction that the legal proceedings shall conclusively operate to prevent the sale of each Property, or any part thereof, to satisfy such tax, assessment, fee, or charge prior to final determination of such proceedings, (iii) Borrower shall furnish a good and sufficient bond or surety as requested by and satisfactory to Lender, and (iv) Borrower shall have provided a good and sufficient undertaking as might be required or permitted by law to accomplish a stay of such proceedings.

4.10 Other Assessments. Borrower will pay (or will cause the applicable Subsidiary Guarantor to pay), on or before the due date thereof, all taxes, assessments, charges, expenses, costs, and fees that might now or hereafter be levied upon, or assessed or charged against, or incurred in connection with, the Notes, the Obligations, the Mortgages, or any of the other Loan Documents, including, without limitation, any sales or use tax that might be imposed on Lender with respect to the Obligations. In the event of the passage of any state, federal, municipal, or other governmental law, order, rule, or regulation, subsequent to the date hereof, in any manner changing or modifying the laws now in force governing the taxation of deeds to secure debt or security agreements, or debts secured thereby, or in the manner of collecting such taxes, so as to adversely affect Lender (excluding any tax upon Lender’s income derived from the Obligations), Borrower will pay (or will cause the applicable Subsidiary Guarantor to pay) any such tax on or before the due date thereof. If Borrower (or the applicable Subsidiary Guarantor) fails to make such prompt payment or if, in the opinion of Lender, any such state, federal, municipal, or other governmental law, order, rule, or regulation prohibits Borrower or the applicable Subsidiary Guarantor from making such payment or would penalize Borrower or the applicable Subsidiary Guarantor if such party makes such payment, or if, in the opinion of Lender, the making of such payment might result in the imposition of interest beyond the maximum amount permitted by applicable law, then the entire Obligations will, at the option of Lender, become immediately due and payable.

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4.11 Mechanic’s Liens. Borrower shall not (and shall not permit any Subsidiary Guarantor to) suffer any mechanic’s, materialman’s, laborer’s, statutory, or other lien to be created or remain outstanding against any Property; provided that Borrower or the applicable Subsidiary Guarantor may contest any such lien in good faith by appropriate legal proceedings provided the lien, if required by Lender, is bonded off and removed as an encumbrance upon any Property. Lender has not consented and will not consent to the performance of any work or the furnishing of any materials that might be deemed to create a lien or liens against any Property that is superior to the lien and security interest hereof.

4.12 Insurance.

(a) Property Insurance. Borrower shall cause each Property to be insured for the mutual benefit of Borrower and the applicable Subsidiary Guarantor and Lender against loss or damage by fire and against loss or damage by other risks and hazards covered by a standard “all risk” insurance policy. The amount of such insurance shall be not less than one hundred percent (100%) of the full replacement cost of the improvements, furniture, furnishings, fixtures, equipment and other items (whether personalty or fixtures) included in each Property and owned by the applicable Subsidiary Guarantor from time to time, without reduction for depreciation, but excluding footings and foundations and parts of each Property to the extent not insurable. The determination of the replacement cost amount shall be adjusted as necessary, but not more than annually, to comply with the requirements of the insurer issuing such coverage or, at Lender’s election, by reference to such indices, appraisals or information as Lender determines in its reasonable discretion. Full replacement cost, as used herein, means, with respect to the Improvements, the cost of replacing the Improvements without regard to deduction for depreciation, exclusive of the cost of excavations, foundations and footings below the lowest basement floor, and means, with respect to such furniture, furnishings, fixtures, equipment and other items, the cost of replacing the same, in each case, with inflation guard coverage to reflect the effect of inflation. Each such policy or policies, if so required, shall contain (i) a replacement cost endorsement and either an agreed amount endorsement (to avoid the operation of any co-insurance provisions) or a waiver of any co- insurance provisions, and (ii) a waiver of any terrorism exclusion, all subject to Lender’s reasonable approval. The premiums or the policies of insurance carried in accordance with this Section shall be paid annually in advance.

(b) Other Insurance. Borrower, at its sole cost and expense, for the mutual benefit of Borrower and Lender, shall (or shall cause the applicable Subsidiary Guarantor to) also obtain and maintain during the entire term of the Loan the following insurance policies:

(i) Flood insurance if any part of the building or buildings included in any Property are located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any successor act thereto) in an amount equal to at least the then full replacement value of each Property or the amount of flood insurance available under said Act, whichever is less;

(ii) Comprehensive general liability insurance, including broad form property damage, blanket contractual and personal injuries (including death resulting therefrom) coverages on an “occurrence basis” with minimum combined single limit coverage of not less than $2,000,000;

(iii) Insurance covering the major components of the central heating, air conditioning and ventilating systems, boilers, other pressure vessels, sprinkler systems, high pressure piping and machinery, elevators and escalators, if any, and other similar equipment installed at each Property (other than fixtures and equipment owned by a tenant of each Property and separately insured by such tenant in accordance with the terms of its Lease), in an amount equal to one hundred percent (100%) of the full replacement cost of each Property, which policies shall insure against physical damage to and loss of occupancy and use of each Property arising out of an accident or breakdown covered thereunder;

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(iv) Worker’s compensation insurance covering all persons employed by any Corporate Loan Party with respect to each Property;

(v) Loss of rents or loss of business income insurance in amounts sufficient to compensate the Corporate Loan Parties for all rents during a period of not less than one (1) year in which any Property may be damaged or destroyed; and

(vi) Such other insurance as may from time to time be reasonably and customarily required by Lender in order to protect its interests in each Property and as is commonly carried by owners of projects similar to such Property in the geographical location of such Property.

(c) Policy Requirements. All insurance policies required pursuant to this Section (the “Policies”) (i) shall be issued by an insurer satisfactory to Lender in its sole discretion, (ii) shall contain the standard New York mortgagee or equivalent non-contribution clause naming Lender as the person to which all payments made by such insurance company shall be paid, (iii) shall be maintained throughout the term of this Loan Agreement without cost to Lender, (iv) a certificate thereof shall be delivered to Lender, (v) shall contain such provisions as Lender deems reasonably necessary or desirable to protect its interest including, without limitation, endorsements providing that neither Borrower, Lender nor any other party shall be a coinsurer under the Policies and that Lender shall receive at least thirty (30) days prior written notice of any modification or cancellation, and (vi) shall be reasonably satisfactory in form and substance to Lender and shall be reasonably approved by Lender as to amounts, form, risk coverage, deductibles, loss payees and insureds. Not later than ten (10) days prior to the expiration date of each of the Policies, Borrower shall deliver to Lender satisfactory evidence of the renewal of each Policy.

4.13 Zoning Changes. Borrower will not (and will not permit any Subsidiary Guarantor to) initiate or consent to any zoning reclassification of any Property or seek any variance under any zoning ordinance or use or permit the use of any Property in any manner that could result in the use becoming a nonconforming use under any zoning ordinance or any other applicable land use law, rule, or regulation.

4.14 Ownership of Personalty. Borrower or the applicable Subsidiary Guarantor will furnish to Lender, if Lender so requests, the contracts, bills of sale, receipted vouchers, and agreements, or any of them, under which Borrower or the applicable Subsidiary Guarantor claims title to the materials, articles, fixtures, and other personal property used or to be used in the operation of each Property.

4.15 Restricted Payments. Upon the existence and continuance of either an Event of Default or failure to comply with Section 5.5(a), Borrower agrees that it will not (and will not permit any Subsidiary Guarantor to) in any month make any Restricted Payment unless and until all Operating Costs for that month have been paid in full.

4.16 Other Acts. At Lender’s request, Borrower and each Subsidiary Guarantor will execute and deliver to Lender all further documents and perform all other acts that Lender reasonably deems necessary or appropriate to perfect or protect its security for the Obligations, provided that in no event will Borrower be obligated to increase its liabilities or obligations under the Loan Documents or modify any economic or other material terms of the Loan Documents.

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4.17 Property Use and Lease Restrictions. Borrower shall permit any Subsidiary Guarantor to lease any portion of the Property to, or permit the use of any portion of any Property by, any business or entity (including, without limitation, Borrower or any Subsidiary Guarantor) engaged in any activity on or at any Property that violates any applicable federal, state or local law, even if such activity is legal under other applicable federal law or under other state or local law applicable where the business is or will be located. If any portion of any Property is used for any activity in violation of the foregoing or leased to any business or entity in violation of the foregoing, then it shall be an event of default under this Loan Agreement if such use or lease was with the consent of Borrower or the applicable Subsidiary Guarantor, or, if such use or lease was not with the consent of Borrower or the applicable Subsidiary Guarantor, it shall constitute an event of default under this Loan Agreement if Borrower or the applicable Subsidiary Guarantor does not diligently pursue in a commercially reasonable manner the discontinuance of such use or termination of such Lease.

4.18 Joinder. On each Acquisition Date, Borrower shall, and Borrower shall cause each Subsidiary Guarantor to execute the Joinder to Guaranty Agreement, substantially in the form of Exhibit A attached to the Guaranty and incorporated therein. On the first Acquisition Date of a Property by a Subsidiary Guarantor, Borrower and such Subsidiary Guarantor shall execute the Reimbursement and Contribution Agreement. On each Acquisition Date thereafter, any new Subsidiary Guarantor will execute a Joinder to Reimbursement and Contribution Agreement, substantially in the form of Exhibit A attached to the Reimbursement and Contribution Agreement.

ARTICLE 5.

FINANCIAL COVENANTS

At all times while any Obligations are outstanding, or Lender has any obligation to any Obligor hereunder, Borrower shall faithfully observe and perform the following covenants:

5.1 Books and Records. Borrower shall keep and maintain at all times complete and accurate books of accounts and records in sufficient detail to correctly reflect (i) all of Borrower’s and each Subsidiary Guarantor’s financial transactions and assets and (ii) the results of the operation of each Property, which books and records shall reflect the consistent application of accepted accounting methods, and copies of all written contracts, Leases, and other instruments that affect each Property (including all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service, and management services), and shall give representatives of Lender access thereto at all reasonable times upon reasonable advance notice, including permission to (A) examine, copy and make abstracts from any such books and records and such other information which might be helpful to Lender in evaluating the status of the Obligations as it may reasonably request from time to time, and (B) communicate directly with any of Borrower’s or any Subsidiary Guarantor, officers, employees, agents, accountants, or other financial advisors with respect to the business, financial conditions, and other affairs of Borrower. Borrower shall not change (and shall not permit any Subsidiary Guarantor to change) its methods of accounting without the prior written consent of Lender.

5.2 Reports and Notices. Borrower shall furnish promptly to Lender such information as Lender reasonably requests concerning costs, leasing, and such other factors as Lender reasonably requires. Borrower shall promptly inform Lender in writing of any of the following (and shall deliver to Lender copies of any related written communications, complaints, orders, judgments, and other documents relating to the following) of which Borrower or any Subsidiary Guarantor has actual knowledge: (i) the occurrence of any Event of Default under this Loan Agreement or any other Loan Document; (ii) the commencement or threat of, or amendment to, any proceedings by or against Borrower or any Subsidiary Guarantor in any federal, state, or local court or before any Governmental Authority, or before any arbitrator, which, if adversely determined, is reasonably expected to cause a Material Adverse

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Change; (iii) the commencement or threat of any condemnation or similar proceedings with respect to any Property or of any proceeding seeking to enjoin the intended use of such Property or any portion thereof; (iv) the commencement of any proceedings by or against Borrower or any Subsidiary Guarantor under any applicable bankruptcy, reorganization, liquidation, insolvency, or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, trustee, or other similar official is sought to be appointed for it; and (v) the receipt of notice from any Governmental Authority having jurisdiction over Borrower or any Subsidiary Guarantor that (A) any of such party is being placed under regulatory supervision, (B) any license, Permit, charter, membership, or registration material to the conduct of such party’s business or any Property is to be suspended or revoked, (C) the occurrence of any material change in Legal Requirements that applies to any Property and the enforcement thereof, resulting in a material modification to any Property; or (D) Borrower or any Subsidiary Guarantor is to cease and desist any practice, procedure, or policy employed by Borrower, as the case may be, in the conduct of its business.

5.3 Deposit Accounts; Grant of Security Interest.

(a) Maintenance of Deposit Accounts with Lender. Borrower shall establish and maintain, or cause to be established and maintained, with Lender all deposit and other accounts used or useful by Borrower or any Subsidiary Guarantor with respect to each Property, including, without limitation, (i) an operating account for the Properties into which all income from such Property shall be deposited and all expenses relating to the use and operation of each Property shall be paid, (ii) to the extent permitted by applicable law, a tenant security deposit account for each Property, and (iii) all other accounts required to be established and maintained pursuant to the Loan Documents, (collectively, the “Deposit Accounts”). All Deposit Accounts shall be non-interest bearing deposit accounts in the name of Borrower and shall be funded as required by the Loan Documents, Borrower’s organizational documents, or such other agreement as is applicable. Borrower, or its Affiliates, shall maintain a balance of not less than $5,000,000 on average in the Deposit Accounts throughout the term of the Loan.

(b) Grant of Security Interest. As additional security for the payment and performance of the Obligations, Borrower hereby grants to Lender a first-priority perfected security interest in all of Borrower’s right, title and interest in (i) each of the Deposit Accounts and any and all amounts from time to time deposited or held in any of the Deposit Accounts, (ii) all interest, dividends, cash, checks, drafts, certificates, securities, investment property, financial assets, instruments and other property from time to time held in the Deposit Accounts, or received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing, and (iii) all proceeds (as defined under the Uniform Commercial Code), products, distributions, dividends or substitutions on or of any or all of the foregoing (collectively, the “Deposit Accounts Collateral”). Until expended or applied in accordance with the provision of this Loan Agreement or the terms of any Property Management Agreement, Borrower’s interest in the Deposit Accounts shall constitute additional security for the payment and performance of the Obligations. Borrower agrees to execute, acknowledge, authorize, deliver, file or do, at its sole expense, all other acts, assignments, notices, financing statements agreements or other instruments as the Lender may reasonably require in order to perfect the foregoing security interest, pledge and assignment or otherwise to fully effectuate the rights granted to the Lender by this Section, including, without limitation, a separate security agreement and a deposit account control agreement. Upon request of Lender, Borrower shall promptly pay or reimburse Lender for all reasonable costs and expenses actually incurred by Lender in connection with the Deposit Accounts and Lender’s security interest therein, including, without limitation, reasonable legal fees and expenses. Upon the occurrence and during the continuance of an Event of Default, without notice from Lender to Borrower, (A) Borrower shall have no rights in respect of the Deposit Accounts, (B) Lender shall have all rights and remedies with respect to Account Collateral as described in this Loan Agreement and the Mortgages, in addition to all of the rights and remedies available to a secured party under the Uniform Commercial

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Code, and (C) Lender may apply the Account Collateral to the payment of the Obligations, in such order, manner, amounts, times and priority as permitted under this Loan Agreement, and such reserved rights shall be in addition to all other rights and remedies provided to Lender under this Loan Agreement and the other Loan Documents.

5.4 Future Financial and Operating Statements. Borrower shall furnish or cause to be furnished to Lender within the time periods specified, the following financial reports and information: (a) within one hundred twenty (120) days after the end of each fiscal year of Borrower, annual financial statements of Borrower for the year just ended, prepared in accordance with sound accounting principles consistently applied, and including a balance sheet and operating statement; (b) within forty-five (45) days after the end of each fiscal quarter of Borrower, an operating statement of Borrower for the quarter just ended, prepared in accordance with income tax basis accounting principles, consistently applied, and a rent roll for each Property effective as of the last day of such quarter; (c) within sixty (60) days of payment thereof, receipt of the payment of all real property taxes due for the year just ended; (d) within one hundred twenty (120) days after the end of each calendar year, personal financial statements signed and certified by each Guarantor to Lender; (e) federal income tax returns within thirty (30) days after the applicable filing date for the tax reporting period, provided that, in the event that an extension is filed, the Guarantor will provide a copy of the extension to Lender no later than thirty (30) days after filing, but in no event later than November 1 of each such year), together with all schedules and addenda thereto, of each Guarantor, for each year, signed and certified by them, (f) a Compliance Certificate, duly executed and completed by Borrower, as and when required pursuant to Section 5.5 and Section 5.6 hereof and (g) such additional financial information (including tax returns, detailed cash flow information, and contingent liability information) of Borrower and Guarantor at such times as Lender shall reasonably deem necessary. The accuracy and completeness of all financial statements, operating statements, and rent rolls must be certified in writing to be correct by the chief financial officer or equivalent of Borrower. All annual financial statements of Borrower must be reviewed by a certified public accountant reasonably acceptable to Lender. Borrower must certify with delivery of each of its financial statements that (x) Borrower has complied with and is in compliance with all material terms, covenants and conditions of this Loan Agreement, (y) to Borrower’s knowledge, no Default or Event of Default exists or, if such is not the case, that one or more specified Defaults or Events of Default have occurred, and (z) the representations and warranties contained in this Loan Agreement are true in all material respects with the same effect as though made on the date of such certificate.

5.5 Property DSCR Covenant and Right to Cure. Borrower shall cause each Property to maintain a Property Debt Service Coverage Ratio at all times of not less than 1.15 : 1.0 (the “Minimum Property Debt Service Coverage Ratio”). Lender shall test Borrower’s compliance with the Minimum Property Debt Service Coverage Ratio on a quarterly annualized basis, commencing with the quarter ending June 30, 2021. In the event that Lender reasonably determines that any Property fails to comply with the Minimum Property Debt Service Coverage Ratio as of the end of any quarter, the following provisions shall apply:

(a) If Lender determines that the Minimum Property Debt Service Coverage Ratio is less than 1.15 : 1.00 but is equal to or greater than 1.00 : 1.0, then on or before the tenth (10^th) of each calendar month thereafter, commencing with the tenth (10^th) day of the second calendar quarter following the end of such non-complying quarter, Borrower shall deposit (or shall cause the applicable Subsidiary Guarantor to deposit) all Excess Cash Flow from the applicable Property for the month just ended into a restricted account established with Lender (the “Excess Cash Flow Account”). The Excess Cash Flow Account shall constitute additional security for the payment and performance of the Obligations. Upon request of Lender, Borrower shall promptly (or shall cause the applicable Subsidiary Guarantor to) (i) execute and deliver to Lender a security agreement and any other documentation that Lender may reasonably request to evidence Lender’s security interest in and to the Excess Cash Flow

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Account and (ii) pay or reimburse Lender for all costs and expenses incurred by Lender in connection with the Excess Cash Flow Account and Lender’s security interest therein, including, without limitation, reasonable legal fees and expense. The payment of Excess Cash Flow will be in addition to, and not in lieu of, the regular monthly installment of interest and principal payable under the Notes. At such time as Lender determines that the Property has achieved the Minimum Property Debt Service Coverage Ratio as of the end of any subsequent quarter, and provided that no Default or Event of Default then exists, Lender will release is security interest in the Excess Cash Flow Account and return all funds on deposit therein (net of any outstanding fees) to Borrower.

(b) If Lender determines that the Minimum Property Debt Service Coverage Ratio is less than 1.00 : 1.0, or the Consolidated Debt Service Coverage Ratio is less than 1.50 : 1.0, an Event of Default shall occur (either of such occurrence being known as a “DSCR Event of Default”). Borrower may cure a DSCR Event of Default by (i) prepaying to Lender within ten (10) Business Days from the date of such DSCR Event of Default a portion of the Loan, the amount of which prepayment is sufficient to cure the DSCR Event of Default, (ii) acquiring a letter of credit which has been approved by Lender, or (iii) depositing with Lender, in an escrow account solely pledged to Lender prior to such deposit, cash in an amount sufficient to (i) cure the DSCR Event of Default, or (ii) at the option of Borrower, bring the Minimum Property Debt Service Coverage Ratio up to 1.15 : 1.0 or the Consolidated Debt Service Coverage Ratio up to 1.50 : 1.0, as applicable.

5.6 Financial Covenants. Borrower shall at all times maintain:

(a) a Net Worth of at least $25,000,000; and

(b) a Total Debt to Net Worth ratio of less than or equal to 2.00 : 1.00.

Lender shall test Borrower’s compliance with the Net Worth and Total Debt to Net Worth ratio on an annual basis, commencing with the calendar year ending December 31, 2021.

ARTICLE 6.

ADDITIONAL PROHIBITIONS

6.1 Operation and Separateness. Borrower shall, and Borrower shall cause each Subsidiary Guarantor, as applicable (i) not to engage in any business or activity other than the ownership, leasing, syndication of equity or debt financing, management and operation of any Property, (ii) not to enter into any contract or agreement with any Affiliate except (A) on Properties that are used as shopping centers, where the non-investment grade shop space is bifurcated with a ground lease in place with the applicable Subsidiary Guarantor and which non-investment grade shop space shall not be underwritten as Collateral for the Loan or (B) as approved by Lender or upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than such Affiliate, (iii) not to make any loan or advance to any Person (including any Affiliate) and acquire no obligations or securities of an Affiliate, (iv) not fail to hold itself out to the public as a legal entity separate and distinct from any other Person (including any Affiliate), (v) not fail to conduct business in its own name and shall maintain and utilize separate invoices, and checks, (vi) not fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations to the extent available from net operating income generated from any Property, or (vii) not fail to maintain its assets in such a manner that it shall not be costly or difficult to segregate, ascertain, or identify its individual assets from those of any Affiliate or any other Person.

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6.2 Maintain Existence and Qualification. Borrower shall not permit its existence as a limited liability company in good standing under the laws of the state of its organization or formation or permit any Subsidiary Guarantor’s existence as a legal entity in good standing under the laws of the State of its organization or formation or its qualification to transact business in the States in which the applicable Properties are located to lapse or terminate. Borrower shall not permit any amendment to its organizational documents or to the organizational documents of any Subsidiary Guarantor without obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not (any shall not permit any Subsidiary Guarantor to) dissolve or liquidate, in whole or in part. Borrower shall not change the location of its chief executive office or the jurisdiction under which it is organized without first giving Lender at least thirty (30) days prior written notice thereof and promptly providing Lender such information as Lender may request in connection therewith.

6.3 General Prohibition. Borrower acknowledges that Lender has examined and relied on the experience of Borrower and the owners of the beneficial interest in Borrower and Borrower’s constituent entities (including the Subsidiary Guarantors) in owning and operating properties such as the Properties in agreeing to make the Loan, and that Lender will continue to rely on Borrower’s or each Subsidiary Guarantor’s, as applicable, ownership of any Property as a means of maintaining the value of the Collateral as security for repayment of the Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Collateral so as to ensure that, should any Obligor default in the repayment of the Obligations, Lender can recover all or a portion of the Obligations by a sale of the Collateral. Except as expressly provided herein, Lender may, at Lender’s option, declare all the Obligations immediately due and payable, and Lender may invoke any rights and remedies permitted by this Loan Agreement and the other Loan Documents, in the event that Borrower, without the prior written consent of Lender, which consent may be granted, denied, or conditioned by Lender in its sole discretion, directly or indirectly sells, conveys, alienates, mortgages, encumbers, pledges, or otherwise transfers the Collateral or any part thereof or any interest therein, or permits the Collateral or any part thereof or any interest therein to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred (in each case, a “Transfer”).

6.4 Anti-Terrorism and Anti-Money Laundering. Borrower shall not violate (and shall not permit any Subsidiary Guarantor to violate) any Anti- Terrorism Laws, or engage in any transaction, investment, undertaking, or activity that conceals the identity, source, or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering, or knowingly permit any of its Affiliates to violate these laws or engage in these actions. Borrower shall not use, directly or indirectly, the proceeds of the Loan, or lend, contribute, or otherwise make available such proceeds to any other Person, to fund any activities or business of any Prohibited Person or in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loan, whether as underwriter, advisor, investor, or otherwise). Borrower shall not act for or on behalf of a Prohibited Person, become associated with a Prohibited Person, or provide any material, financial or technological support for or financial or other service to or in support of acts of terrorism or a Prohibited Person. Borrower shall not knowingly permit any direct or indirect beneficial ownership interest in Borrower to be held by or on behalf of a Prohibited Person (including any transfer to a Prohibited Person that constitutes a Permitted Transfer pursuant to Section 6.5(b) hereof). Borrower shall not knowingly enter into a Lease with any Prohibited Person. Borrower shall promptly notify Lender if Borrower has actual knowledge (after commercially reasonable due diligence and inquiry) that any direct or indirect member or beneficial owner of Borrower or any Subsidiary Guarantor is or becomes a Prohibited Person, or is indicted on, or arraigned and held over on, charges involving money laundering or predicate crimes to money laundering. Borrower shall provide information as Lender may require from time to time to permit Lender to satisfy its obligations under Anti-Terrorism Laws.

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6.5 Transfer or Further Encumbrance.

(a) Prohibited Transfer. Subject to subsection (b) below, Borrower shall not (and shall not permit any Subsidiary Guarantor to) sell, convey, alienate, assign, mortgage, encumber, pledge, or otherwise transfer the Collateral, or any part thereof or any interest therein, or permit the Collateral or any part thereof or any interest therein to be sold, conveyed, alienated, assigned, mortgaged, encumbered, pledged, or otherwise transferred, whether voluntarily, involuntarily or by operation of law, without the prior written consent of Lender, which consent may be granted, denied, or conditioned by Lender in its sole and absolute discretion (in each instance, a “Prohibited Transfer”). A Prohibited Transfer shall be deemed to include, without limitation, (i) an installment sales agreement wherein any Corporate Loan Party agrees to sell the Collateral or any part thereof for a price to be paid in installments, (ii) any arrangement, directly or indirectly, whereby any Corporate Loan Party shall sell or transfer the Collateral in order that then or thereafter any Corporate Loan Party or any Affiliate shall lease-back such Collateral, (iii) the conversion of any Property (or any portion thereof) into a condominium form of ownership, (iv) an agreement by any Corporate Loan Party leasing all or a substantial part of any Property for other than actual occupancy by a tenant thereunder, or a sale, assignment, or other transfer of, or the grant of a security interest in, such Corporate Loan Party’s right, title and interest in and to the Leases or any rents therefrom, (v) any divestiture of any Corporate Loan Parties title to the Collateral or any interest therein in any manner or way, whether voluntary or involuntary, or any merger, consolidation, dissolution or syndication affecting any Corporate Loan Party, (vi) if any Corporate Loan Party is a corporation, the voluntary or involuntary sale, conveyance, or transfer of any of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions by which an aggregate of more than ten percent (10%) of such corporation’s stock shall be vested in a party or parties who are not now stockholders of such corporation or any change in the control of such corporation directly or indirectly; (vii) if any Corporate Loan Party is a limited or general partnership, joint venture, or limited liability company, the change, removal, resignation, or addition of a general partner, managing partner, managing member, or manager, or the transfer of any partnership or membership interest of any general partner, managing partner, managing member, or manager, or the transfer of any interest of any partner, joint venturer or member (or the transfer of any interest of any person directly or indirectly controlling such partner, joint venturer, or member by operation of law or otherwise); and (vi) if any Corporate Loan Party is a business trust, the change, removal, resignation, or addition of a trustee, or the voluntary or involuntary sale, conveyance, or transfer of any beneficial interest. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare an Event of Default upon the occurrence of a Prohibited Transfer without Lender’s prior written consent or as otherwise expressly permitted herein. This provision shall apply to every Prohibited Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Prohibited Transfer, except for those expressly allowed herein. Any Prohibited Transfer made in contravention of this Section shall be null and void and of no force and effect.

(b) Permitted Transfers. Notwithstanding the provisions of Section 6.5(a) above to the contrary, the following transfers shall not constitute a Prohibited Transfer, subject to any conditions set forth below (each a “Permitted Transfer”):

(i) The Transfer by any member of Borrower or any Subsidiary Guarantor of its membership interest in Borrower or such Subsidiary Guarantor, in whole or in part, to a Person that is owned or controlled by, is under common ownership and control with or owns and controls the original member (unless any such Transfer results in a Change of Control);

(ii) The Transfer constitutes a Permitted Encumbrance at the time such Transfer occurs;

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(iii) The sale or disposition of equipment that is worn out, undesirable, obsolete, disused, or unnecessary for use in the operation of any Property upon replacing the same by, or substituting for the same, other equipment not necessarily of the same character, but of at least equal value to Borrower and costing not less than the amount realized from the equipment sold or otherwise disposed of, which shall forth-with become, without further action, subject to the lien and security interest of the Security Documents; and

(iv) The grant of an easement, if prior to the granting of the easement Borrower causes to be submitted to Lender all information required by Lender to evaluate the easement, and if Lender determines that the easement shall not materially affect the operation of any Property or Lender’s interest in any Property and Borrower pays to Lender, on demand, all cost and expenses incurred by Lender in connection with reviewing Borrower’s request.

(v) The Transfer is a Transfer of a Property and each Property Release Condition has been satisfied or complied with to the satisfaction of Lender.

(c) Prohibition Absolute. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Obligations immediately due and payable upon the occurrence of a Transfer without Lender’s prior written consent or as otherwise expressly permitted herein. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer, except for those expressly allowed herein. Any Transfer made in contravention of this Article 5 shall be null and void and of no force and effect.

6.6 ERISA. Borrower shall not engage in (and shall not permit any Subsidiary Guarantor to engage in) any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under this Loan Agreement or any of the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under the ERISA. Borrower shall deliver (or shall cause the applicable Subsidiary Guarantor to deliver) to Lender such certifications or other evidence from time to time, as requested by Lender in its sole discretion, that the representations and warranties of Corporate Loan Parties contained in Section 3.9 above are true and correct.

6.7 Additional Prohibited Transactions. Borrower shall not (and shall not permit any Subsidiary Guarantor to), incur any indebtedness, obligations, or liabilities of any kind other than (a) the Loan, (b) the loan from Pacific Western pursuant to that certain Credit Agreement between Borrower and Pacific Western dated January 5, 2021, as amended, restated, supplemented or otherwise modified from time to time (provided, that such loan does not encumber any of the Collateral), and (c) trade payables or accrued expenses incurred in the ordinary course of business of operating any Property. Borrower shall not (and shall not permit any Subsidiary Guarantor to), without the prior written consent of Lender, engage directly or indirectly in any off balance sheet, hedge or derivative transactions, including without limitation, interest rate swaps and interest rate caps.

6.8 Restrictions on Distributions. Borrower shall not (and shall not permit any Subsidiary Guarantor to) make any distributions of cash or property to its members, or otherwise on account of the equity interests in any Corporate Loan Party, whether or not such a distribution is permitted or required under the terms of such Corporate Loan Party’s organizational documents, including, without limitation, the repayment of any loans made to Borrower, the return of capital contributions, distributions upon termination, liquidation, or dissolution of Borrower or any Subsidiary Guarantor (in each case, a “Distribution”). Notwithstanding the foregoing, Borrower may make Distributions to its members from time to time so long as no Event of Default has occurred and is continuing at the time of the proposed Distribution.

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ARTICLE 7.

EVENTS OF DEFAULT AND REMEDIES

7.1 Events of Default. The occurrence or existence of any one or more of the following events, whether voluntary, involuntary, or effected by operation of law, shall constitute, after any applicable notice and opportunity to cure as specified below, an “Event of Default” under this Loan Agreement:

(a) Non-Payment of Obligations. The failure of Borrower to pay to Lender the principal of and accrued interest on the Loan when due under this Loan Agreement, whether at stated maturity, acceleration, or otherwise, or the failure of Borrower to pay or reimburse Lender for any other sum due under the terms of this Loan Agreement, any Note, or any other Loan Document;

(b) Voluntary Bankruptcy Proceedings. The filing by any Obligor of a voluntary petition in bankruptcy, or the adjudication of any Obligor as bankrupt or insolvent, or the filing by any Obligor of a petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for such Obligor under any present or future federal, state, or other statute, law, or regulation relating to bankruptcy, insolvency, or other relief for debtors, or any Obligor seeks or consents to, or acquiesces in, the appointment of any trustee, receiver, or liquidator of such Obligor or of all or any substantial part of such Obligor’s property or of any or all of the rents, revenues, issues, earnings, profits, or income thereof, or any Obligor makes any general assignment for the benefit of creditors or admits in writing an inability to pay such Obligor’s debts generally as they become due;

(c) Involuntary Bankruptcy Proceedings. The entry by a court of competent jurisdiction of an order, judgment, or decree approving a petition filed against any Obligor seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal, state, or other statute, law, or regulation relating to bankruptcy, insolvency, or other relief for debtors, which order, judgment, or decree remains unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive) from the date of entry thereof, or the appointment of any trustee, receiver, or liquidator for any Obligor or of all or any substantial part of such Obligor’s property or of any or all of the rents, revenues, issues, earnings, profits, or income therefrom, which appointment remains unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive);

(d) Fraud or Misrepresentation. Any certificate, statement, audit, representation, or warranty, whether written or unwritten, heretofore or hereafter made, published, or furnished (or deemed made, published, or furnished pursuant to the terms of this Loan Agreement or any other Loan Document) by or on behalf of any Obligor pursuant to or in connection with such Obligor, any other Obligor, the Loan, or any Property, or as an inducement to Lender to extend any credit to or to enter into this or any other agreement with Borrower proves to have been false in any material respect at the time as of which such certificate, statement, audit, representation, or warranty was made, published, or furnished to Lender or any Person acting on Lender’s behalf, or proves to have omitted any material fact or substantial contingent or unliquidated liability or claim against any Obligor;

(e) Invalidity of Loan Documents. Any provision of this Loan Agreement or any other Loan Document, or the security title, lien, and security interest purported to be created hereunder or thereunder shall at any time for any reason cease to be valid and binding in accordance with its terms on any Obligor who is a party thereto, or shall be declared to be null and void, and as a result thereof, Lender would be precluded from enforcing any material obligation upon any Obligor or from exercising any material right or remedy provided hereunder or thereunder that would otherwise be

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available to Lender, or the validity or enforceability of this Loan Agreement or any other Loan Document, or the validity or priority of the security title, lien, and security interest created hereunder or thereunder shall be contested by any Obligor seeking to establish the invalidity or unenforceability hereof or thereof, or any Obligor shall deny that it has any further liability or obligation hereunder or thereunder;

(f) Failure to Comply. The failure of Borrower or the applicable Subsidiary Guarantor to comply with any requirement of any Governmental Authority applicable to any Property within thirty (30) days after written notice of such requirement has been given to Borrower or the applicable Subsidiary Guarantor by such Governmental Authority, except where the failure to comply could not reasonably be expected to have a Material Adverse Change on the conduct of its business;

(g) Leases. The amendment, termination, or cancellation of any Lease without Lender’s prior written consent, or the occurrence of any default on the part of Borrower or the applicable Subsidiary Guarantor under any Lease which is not cured within any applicable cure period set forth in such Lease;

(h) Breach of DSCR Covenant. The failure of Borrower to comply with any of the covenants and conditions set forth in Section 5.5 hereof, or the occurrence of any Event of Default specified in that Section;

(i) Breach of Other Financial Covenants. The failure of Borrower to comply with any of the covenants and conditions set forth in Section 5.6 hereof;

(j) Breach of Prohibition. Any breach or violation of any covenant set forth in Article 6 above;

(k) Dissolution of Obligor. Any Obligor is dissolved, liquidated or terminated, or all or substantially all of the assets of any Obligor are sold or otherwise transferred without Lender’s prior written consent; or

(l) Repudiation by Guarantor. Guarantor repudiates, revokes, or terminates the Guaranty or any other Loan Document to which Guarantor is a party (or such Guarantor’s obligations thereunder) in whole or in part, or Guarantor claims that the Guaranty or any other Loan Document to which Guarantor is a party is ineffective or unenforceable, in whole or in part and for any reason; or

(m) Material Adverse Change. The occurrence of a Material Adverse Change;

(n) Events of Default under Other Loan Document. The occurrence or existence of any “Event of Default” denominated in any Note, the Security Documents, the Guaranty, or any other Loan Document (other than those specified elsewhere in this Section); or

(o) Breach of Other Covenants. The failure of any Obligor to properly and timely perform or observe any other covenant or condition set forth in any of the Loan Documents, except as set forth above, that is not cured within any applicable cure period as set forth herein or therein or, if no cure period is specified therefor, is not cured within thirty (30) days of Lender’s notice to such Obligor thereof, provided that if such failure cannot be cured by the payment of money and cannot otherwise reasonably be cured within such thirty-day period, such cure period shall be extended for a reasonable period of time (not to exceed an additional thirty (30) days) so long as such Obligor promptly commences and diligently pursues such cure and furnishes periodic reports to Lender as to the status of the cure.

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7.2 Remedies. Upon the occurrence of any Event of Default, Lender may, at its option and without further notice to or demand upon Borrower or any other Obligor, exercise any or all of the following rights and remedies:

(a) Accelerate Indebtedness. Declare the entire unpaid principal of the Obligations to be, and the same will thereupon become, immediately due and payable, without presentment, protest, or further demand or notice of any kind, all of which are hereby expressly waived; provided that in the event of the occurrence of an Event of Default under Section 7.1(b) or 7.1(c) above, the Obligations shall become immediately due and payable automatically without further action by Lender;

(b) Institute Legal Proceedings. Proceed to protect and enforce its rights by action at law (including, without limitation, bringing suit to reduce any claim to judgment), suit in equity, and other appropriate proceedings, including, without limitation, an action for specific performance of any covenant or condition contained in this Loan Agreement or any other Loan Document;

(c) Apply Funds Held by Lender. Apply any sums then held in escrow or otherwise by or on behalf of Lender in accordance with the terms of this Loan Agreement or any other Loan Document to the payment of the Obligations in such order, priority, and proportions as Lender deems appropriate in its discretion;

(d) Take Possession of the Properties. Take immediate possession of any Property, as well as all other property to which title is held by the applicable Subsidiary Guarantor and do anything in Lender’s sole judgment to fulfill the obligations of Borrower hereunder. Without restricting the generality of the foregoing and for the purposes aforesaid, Borrower hereby appoints and constitutes Lender the lawful attorney-in-fact of Borrower and each Subsidiary Guarantor with full power of substitution in the premises during an ongoing Event of Default to (i) pay all taxes and assessments on such Property when due and to add the amounts of any such payments to the Obligations, (ii) prosecute and defend all actions or proceedings in connection with such Property, and (iii) do any act that Borrower might do in its own behalf relating to such Property, it being understood and agreed that this power of attorney is a power coupled with an interest and cannot be revoked. All reasonable sums expended or advanced by Lender for any of the foregoing purposes, whether or not in excess of the Loan amount, shall be deemed to have been requested by and paid to Borrower, will constitute additional Obligations of Borrower immediately due and payable, shall be evidenced and secured by the Loan Documents, and shall bear interest at the Default Rate retroactive to the date such sums are expended by Lender;

(e) Exercise Setoff Right and Banker’s Lien. Exercise the rights and remedies of setoff and/or banker’s lien against the interest of Borrower in and to every account (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by Borrower for its own account with Lender and any branch, subsidiary, or affiliate of Lender to the extent of the full amount of the Obligations; and

(f) Exercise Other Remedies. Exercise any and all rights and remedies contained in the other Loan Documents and afforded by the laws of the United States, the state in which any Property is located, or any other appropriate jurisdiction as might be available for the collection of debts and enforcement of covenants and conditions such as those contained in this Loan Agreement and the other Loan Documents, all of which rights and remedies shall be cumulative and non-exclusive.

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ARTICLE 8.

ADDITIONAL PROVISIONS

8.1 Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release, and hold harmless the Indemnified Parties (defined below) from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, or punitive damages, of whatever kind or nature (including, but not limited to reasonable and documented out-of-pocket attorney’s fees and other costs of defense) (the “Losses”) imposed upon or incurred by or asserted against any Indemnified Party (but excluding Losses to the extent arising out of an Indemnified Party’s gross negligence or willful misconduct) and directly or indirectly arising out of or in any way relating to (i) Lender’s interest in any Property or Lender’s relationship with any Obligor by virtue of Lender’s ownership of the Loan, the Notes, the Mortgages, or any other Loan Document, (ii) any amendment to, or restructuring of, the Loan or any Loan Document; (iii) any and all lawful action that may be taken by Lender in connection with the enforcement of the provisions of this Loan Agreement, the Mortgages, or any other Loan Document, whether or not suit is filed in connection with same, or in connection with Borrower, Guarantor, and/or any member, partner, joint venturer, or shareholder of Borrower becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding, (iv) any accident, injury to or death of persons, or loss of or damage to property occurring in, on, or about any Property or any part thereof or adjacent parking areas, streets, or ways, (v) any use, non-use, or condition in, on, or about any Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property, or adjacent parking areas, streets, or ways, (vi) any failure on the part of Borrower to perform or be in compliance with any of the terms of this Loan Agreement, any Mortgage, or any other Loan Document, (vii) performance of any labor or services or the furnishing of any materials or other property in respect of any Property or any part thereof, (viii) the failure of Borrower to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement or Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with the Loan, or to supply copy thereof in a timely fashion to the recipient of the proceeds of the Loan, (ix) any failure of any Property to be in compliance with any Legal Requirement, (x) the enforcement by any Indemnified Party of the provisions of this Section, (xi) the payment of any commission, charge, or brokerage fee to any Person that might be payable in connection with the funding of the Loan, or (xii) any misrepresentation made by Borrower in this Loan Agreement or in any of the other Loan Documents. Additionally, if any taxes (excluding taxes imposed upon or measured by the net income of Lender, but including, without limitation, any intangibles tax, stamp tax, recording tax, or franchise tax) shall be payable by Lender on account of the execution or delivery of this Loan Agreement, or the execution, delivery, issuance, or recording of any other Loan Document, or the creation of any of the Obligations, by reason of any existing or hereafter enacted federal, state, foreign, or local statute, rule, or regulation, Borrower shall pay (or will promptly reimburse Lender for the payment of) all such taxes and will indemnify and hold Lender harmless from and against liability in connection therewith. Any amounts payable to Lender by reason of the application of this Section shall become immediately due and payable and shall bear interest at the Prime Rate from the date loss or damage is sustained by Lender until paid. For purposes of this Section, the term “Indemnified Parties” means Lender and any Person who is or will have been involved in the origination or administration of the Loan, any Person in whose name the encumbrance created by the Mortgages is or will have been recorded, Persons who may hold or acquire or will have held a full or partial interest in the Loan (including, but not limited to investors or prospective investors who hold or have held a full or partial interest in the Loan for the benefit of third parties) as well as the respective directors, officers, shareholders, members, partners, employees, attorneys, affiliates, subsidiaries, participants, successors, and assigns of any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan or any Property, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and including, but not limited to any successors by merger, consolidation, or acquisition of all or a substantial portion of Lender’s assets and business. The indemnity obligation of Borrower under this Section and any other provision of this Loan Agreement shall survive the payment in full of the Obligations.

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8.2 Lender’s Expenses. Without limiting the provisions of Section 8.1 above, if at any time or times prior or subsequent to the date of this Loan Agreement, regardless of whether or not an Event of Default then exists or any of the transactions contemplated hereunder are concluded, Lender employs outside counsel for advice or other representation, or incurs legal expenses or other costs or out-of-pocket expenses, in connection with (i) the negotiation, preparation, and execution of this Loan Agreement or any other Loan Document, any amendments, waivers, or consents relating to this Loan Agreement or any other Loan Document, and any workout or restructuring relating to the Loan, (ii) the administration of the Loan, this Loan Agreement, or any other Loan Document and the transactions contemplated hereby and thereby, including periodic audits and appraisals performed by Lender (iii) any litigation, contest, dispute, suit, proceeding, or action (whether instituted by Lender, Borrower, or any other Person) in any way relating to the Loan, any Property, this Loan Agreement, any other Loan Documents, or Borrower’s affairs, including, without limitation, any litigation, contest, dispute, suite, proceeding, action relating to the death, legal incompetency, bankruptcy, or insolvency of any Obligor, except to the extent such dispute arises out of Indemnified Party’s gross negligence or willful misconduct (iv) any attempt to enforce any rights or remedies of Lender against Borrower, any Guarantor, or any other Person that might at any time be obligated to Lender by virtue of this Loan Agreement or any other Loan Document, or (v) any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate, or otherwise dispose of or realize upon any Property upon the occurrence and continuation of an Event of Default, then, in any such event, the reasonable and documented out-of-pocket attorneys’ fees arising from such services, and all expenses, costs, charges, and other fees of such counsel or of Lender or relating to any of the events or actions described in this Section, shall be payable on demand by Borrower to Lender and shall be additional Obligations hereunder secured by any Property. Without limiting the generality of the foregoing, such expenses, costs, charges, and fees may include attorney, paralegal, and law clerk fees and disbursements (including, without limitation, fees and disbursements at the pre-trial, trial, and appellate levels); the reasonable fees, costs, and expenses of accountants, appraisers, or expert witnesses retained or consulted by Lender; the reasonable costs and expenses incurred by Lender’s loan administration staff, audit staff, and appraisal staff; court costs and expenses; photocopying and duplicating expenses; and court reporter fees, costs and expenses. Borrower acknowledges and agrees that legal counsel to Lender does not represent Borrower as Borrower’s attorney, that Borrower has retained counsel of its own choice and has not and will not rely upon any advice from Lender’s counsel, and that Borrower’s reimbursement of expenses pursuant to this Agreement (even if effected by payment directly by Borrower to Lender’s counsel) shall not be deemed to establish any attorney-client relationship between Borrower and Lender’s counsel.

8.3 No Assignment by Borrower. Neither this Loan Agreement, nor any rights or obligations hereunder, nor any disbursement to be made hereunder, is assignable by Borrower.

8.4 Sale, Assignments, and Participations. Lender may at any time and from time to time, both before or after the occurrence of an Event of Default, sell, assign, or grant participations in all or any portion of its rights and obligations under the Loan Documents, and any such sale, assignment, or participation may be to one or more financial institutions, private investors, or other entities of any type and any nature, irrespective of the financial status of the entity, at Lender’s sole discretion, without any notice or consent from Borrower. Borrower further agrees that Lender may, without any notice to or consent from Borrower, disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) all documents and information (including, without limitation, all financial information) which has been or is hereafter provided to or known to Lender with respect to (i) any Property and its operation, (ii) any party connected with the Loan (including, without limitation, the Borrower, Guarantor, and any direct or indirect partner or member of Borrower and Guarantor), and (iii) any lending

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relationship other than the Loan that Lender might have with any party connected with the Loan. In the event of any such sale, assignment, or participation, Lender and the parties to such transaction shall share in the rights and obligations of Lender as set forth in the Loan Documents only as and to the extent they agree among themselves. In connection with any such sale, assignment, or participation, Borrower further agrees that the Loan Documents shall be sufficient evidence of the obligations of Borrower to each purchaser, assignee, or participant, and upon written request by Lender, Borrower shall enter into such amendments or modifications to the Loan Documents as may be reasonably required in order to evidence any such sale, assignment, or participation. Borrower agrees to cooperate with Lender with respect to any such sale, assignment, or participation, including, without limitation, furnishing to Lender such information as Lender might reasonably request regarding any Property, Borrower, Guarantor, and any direct or indirect partner or member of Borrower and Guarantor. The indemnity obligations of Borrower under the Loan Documents shall also apply with respect to any purchaser, assignee, or participant. Notwithstanding the foregoing or anything to the contrary contained herein, provided that no Event of Default then exists, in the event that any such transfer, assignment, sale, or participation occurs, Lender shall retain primary responsibility for the servicing and administration of the Loan.

8.5 Relationship of the Parties. Borrower agrees that its relationship with Lender is solely that of debtor and creditor. Nothing contained in this Loan Agreement or in any other Loan Document shall be deemed to create a partnership, tenancy-in-common, joint tenancy, joint venture, or co-ownership by or between Borrower and Lender, or make Lender the agent or representative of Borrower. Lender shall not be in any way liable or responsible for any debts, losses, obligations, or duties of Borrower with respect to any Property or otherwise, including, without limitation, any debts, obligations, or duties owed at any time to materialmen, contractors, craftsmen, laborers, or others for goods delivered to or services performed by them in relation to any Property, it being understood that no contractual relationship, either expressed or implied, exists between Lender and any materialmen, subcontractors, craftsmen, laborers, or any other person supplying any work, labor, or materials for any Property. Borrower, at all times consistent with the terms and provisions of this Loan Agreement and the other Loan Documents, shall be free to determine and follow its own policies and practices in the conduct of its business.

8.6 Changes in Capital Adequacy Regulation. If Lender reasonably determines that the amount of capital required or expected to be maintained by Lender, or any lending installation of Lender, or any corporation controlling Lender is increased as a result of a Change (as defined below), then, within fifteen (15) days of demand by Lender, Borrower shall pay Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital that Lender determines is attributable to this Loan Agreement, its outstanding credit exposure or its commitment to make the Loan hereunder (after taking into account Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Loan Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof after the date of this Agreement which affects the amount of capital required or expected to be maintained by Lender (or any lending installation) or any corporation controlling Lender. Notwithstanding the foregoing, for purposes of this Agreement, all requests, rules, guidelines or directives in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act shall be deemed to be a Change regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by Lender for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities shall be deemed to be a Change regardless of the date adopted, issued, promulgated or implemented. Lender’s method of determining any amount payable to Lender under this Section shall be substantially similar to the method used by Lender in implementing similar provisions for similarly situated borrowers and extensions of credit. Lender shall provide to Borrower a statement of the amount and basis of calculation of any such increased cost, reduction in return and/or revenue, which amount shall, in the absence of manifest error, be conclusive and binding upon Borrower.

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8.7 Further Assurances. Borrower shall, upon Lender’s request, (i) promptly correct any defect, error or omission in any Loan Document; (ii) execute, acknowledge, deliver, procure, record or file such further instruments and do such further acts as Lender reasonably deems necessary, desirable or proper to carry out the purposes of the Loan Documents and to identify and subject to the liens and security interest of the Loan Documents any property intended to be covered thereby, including any renewals, additions, substitutions, replacements, or appurtenances to any Property; (iii) execute, acknowledge, deliver, procure, file or record any document or instrument Lender reasonably deems necessary, desirable, or proper to protect the liens or the security interest under the Loan Documents against the rights or interests of third persons; and (iv) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts deemed necessary, desirable or proper by Lender to comply with the requirements of any agency having jurisdiction over Lender, so long as Borrower shall incur no additional liabilities or obligations and none of the economic or other material terms of the Loan Documents are amended.

8.8 Inducement to Lender. The representations and warranties contained in this Loan Agreement and the other Loan Documents (i) are made to induce Lender to make the Loan and extend any other credit to or for the account of Borrower pursuant hereto, and Lender is relying thereon and will continue to rely thereon, and (ii) shall survive the execution and delivery of this Loan Agreement and any bankruptcy proceedings involving Borrower, or any Property, foreclosure, or conveyance in lieu of foreclosure.

8.9 Commercial Purpose. Borrower warrants that the Loan is being made solely to acquire or carry on a business or commercial enterprise and Borrower is a business or commercial organization. Borrower further warrants that all of the proceeds of this Loan shall be used for commercial purposes and stipulates that the Loan shall be construed for all purposes as a commercial loan and is made for other than personal, family, household or agricultural purposes.

ARTICLE 9.

DOCUMENT PROTOCOLS

This Loan Agreement and each of the other Loan Documents shall be governed by the following protocols (the “Document Protocols”), unless any Loan Document expressly states that the Document Protocols will not apply to such Loan Document in whole or in part:

9.1 General Rules of Usage. These Document Protocols will apply to such Loan Document as from time to time amended, modified, replaced, restated, extended or supplemented, including by waiver or consent, and to all attachments thereto and all other documents or instruments incorporated therein.

9.2 Notices. All notices, consents, approvals, statements, requests, reports, demands, instruments or other communications to be made, given or furnished pursuant to, under or by virtue of such Loan Document (a “notice”) shall be in writing and shall be deemed given or furnished if addressed to the Person intended to receive the same at the address set forth below under such Person’s signature to this Loan Agreement (or, if such Person is not a party to this Loan Agreement, to any other Loan Document to which such Person is a party) (i) upon receipt when personally delivered, (ii) three (3) Business Days after the same is deposited in the United States mail as first class registered or certified mail, return receipt requested, postage prepaid, or (iii) one (1) Business Day after the date of delivery of such notice to a nationwide, reputable commercial courier service, charges prepaid., or (i) upon

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transmission, when sent by telecopy or other similar facsimile transmission (with such telecopy or facsimile promptly confirmed by delivery of a copy by personal delivery, United States Mail, or overnight courier service as otherwise provided in this Section). Any party may change the address to which any notice is to be delivered to any other address within the United States of America by furnishing written notice of such change at least fifteen (15) days prior to the effective date of such change to the other parties in the manner set forth above, but no such notice of change shall be effective unless and until received by such other parties. Rejection or refusal to accept, or inability to deliver because of changed address or because no notice of changed address was given, shall be deemed to be receipt of any such notice. Any notice to an entity shall be deemed to be given on the date specified in this Section without regard to when such notice is delivered by the entity to the individual to whose attention it is directed and without regard to the fact that proper delivery may be refused by someone other than the individual to whose attention it is directed. If a notice is received by an entity, the fact that the individual to whose attention it is directed is no longer at such address or associated with such entity will not affect the effectiveness of such notice. Notices may be given on behalf of any party by such party’s attorneys.

9.3 Severability. Whenever possible, each provision of such Loan Document shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of such Loan Document shall be prohibited by or invalid or unenforceable under the applicable law of any jurisdiction with respect to any Person or circumstance, such provision shall be ineffective to the extent of such prohibition, invalidity or unenforceability, without invalidating the remaining provisions of such Loan Document or affecting the validity or enforceability of such provisions in any other jurisdiction or with respect to other Persons or circumstances. To the extent permitted by applicable law, the parties to such Loan Document thereby waive any provision of law that renders any provision thereof prohibited, invalid or unenforceable in any respect.

9.4 Remedies Not Exclusive. No remedy therein conferred upon or reserved to Lender is intended to be exclusive of any other remedy or remedies available to Lender under such Loan Document, at law, in equity or by statute, and each and every such remedy shall be cumulative and in addition to every other remedy given thereunder or now or hereafter existing at law, in equity or by statute.

9.5 Liability. If Borrower or Guarantor consists of more than one Person, the obligations and liabilities of each such Person under such Loan Document shall be joint and several, except as expressly provided to the contrary in such Loan Document.

9.6 Binding Obligations; Covenants Run with the Land. Such Loan Document shall be binding upon Borrower or Guarantor, as the case may be, and the successors, assigns, heirs and personal representatives of Borrower or Guarantor, as the case may be, and will inure to the benefit of Lender and all subsequent holders of such Loan Document and their respective officers, directors, employees, shareholders, agents, successors and assigns. Nothing in such Loan Document, whether express or implied, shall be construed to give any Person (other than the parties thereto and their permitted successors and assigns and as expressly provided therein) any legal or equitable right, remedy or claim under or in respect of such Loan Document or any covenants, conditions or provisions contained therein. If such Loan Document is to be recorded, all of the grants, covenants, terms, provisions, covenants and conditions of such Loan Document will run with the land.

9.7 No Oral Modifications. Such Loan Document, and any of the provisions thereof, cannot be altered, modified, amended, waived, extended, changed, discharged or terminated orally or by any act on the part of Borrower, Guarantor, or Lender, but only by an agreement in writing signed by the party against whom enforcement of any alteration, modification, amendment, waiver, extension, change, discharge or termination is sought. Without limiting the generality of the foregoing, any payment made by Lender for insurance premiums, impositions or any other charges affecting any Property will not constitute a waiver of Borrower’s or any Guarantor’s default in making such payments and will not obligate Lender to make any further payments.

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9.8 Entire Agreement. Such Loan Document, together with the other applicable Loan Documents, constitutes the entire agreement of the parties thereto with respect to the subject matter thereof and supersedes all prior written and oral agreements and understandings with respect to such subject matter.

9.9 Waiver of Acceptance. Borrower and Guarantor hereby waive any acceptance of such Loan Document by Lender in writing, and such Loan Document will immediately be binding upon Borrower or Guarantor, as the case may be.

9.10 Jurisdiction, Court Proceedings. Each of Lender, Borrower, and Guarantor, to the fullest extent permitted by law, hereby knowingly, intentionally, and voluntarily, with and upon the advice of competent counsel, (i) submits to personal, nonexclusive jurisdiction in the State of Georgia with respect to any suit, action, or proceeding by any Person arising from, relating to, or in connection with such Loan Document or the Loan, (ii) agrees that any such suit, action, or proceeding may be brought in any state or federal court of competent jurisdiction sitting in the metropolitan Atlanta, Georgia area, and (iii) submits to the jurisdiction of such courts. Each of Lender, Borrower and Guarantor, to the fullest extent permitted by law, hereby knowingly, intentionally, and voluntarily, with and upon the advice of competent counsel, further agrees that it will not bring any action, suit, or proceeding in any forum other than in the state or federal courts in the metropolitan Atlanta, Georgia area (but nothing herein will affect the right of Lender to bring any action, suit, or proceeding in any other forum, if the enforcement of any judgment is required by applicable law to be taken in any other forum), and irrevocably agrees not to assert any objection which it may ever have to the laying of venue of any such suit, action, or proceeding in any federal or state court in the metropolitan, Atlanta, Georgia area and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

9.11 Waiver of Counterclaim. Borrower and Guarantor each hereby knowingly waives the right to assert any counterclaim, other than a compulsory or mandatory counterclaim, in any action or proceeding brought against either of them by Lender.

9.12 Waiver of Jury Trial. Borrower, Guarantor, and Lender, to the full extent permitted by law, each hereby knowingly, intentionally, and voluntarily, with and upon the advice of competent counsel, waives, relinquishes, and forever forgoes hereby the right to a trial by jury in any action or proceeding, including, without limitation, any tort action, brought by any of them against the other based upon, arising out of, or in any way relating to or in connection with such Loan Document, the Loan, or any course of conduct, act, omission, course of dealing, statements (whether verbal or written) or actions of any Person (including, without limitation, such Person’s directors, officers, partners, members, employees, agents or attorneys, or any other Persons affiliated with such Person), in connection with the Loan or such Loan Document, including, without limitation, in any counterclaim which Borrower or Guarantor may be permitted to assert thereunder or which may be asserted by Lender against Borrower or Guarantor, whether sounding in contract, tort, or otherwise. This waiver by Borrower and Guarantor of their right to a jury trial is a material inducement for Lender to make the Loan.

9.13 No Waivers by Lender. No delay or omission of Lender in exercising any right or power accruing upon any default under such Loan Document will impair any such right or power or shall be construed to be a waiver of any default under such Loan Document or any acquiescence therein, nor will any single or partial exercise of any such right or power or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Acceptance of any payment after the occurrence of a default under such Loan Document

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shall not be deemed to waive or cure such default under such Loan Document; and every power and remedy given by such Loan Document to Lender may be exercised from time to time as often as may be deemed expedient by Lender. Borrower and Guarantor hereby waive any right to require Lender at any time to pursue any remedy in Lender’s power whatsoever.

9.14 Waiver of Notice. Neither Borrower nor Guarantor shall be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which such Loan Document specifically and expressly provides for the giving of notice by Lender to Borrower or Guarantor, as the case may be, and except with respect to matters for which Borrower or Guarantor, as the case may be, is not, pursuant to applicable legal requirements, permitted to waive the giving of notice. Any provision of such Loan Document which expressly provides for the giving of notice by Lender to Borrower or Guarantor shall be deemed eliminated ab initio if Lender is prevented from giving such notice by bankruptcy or other applicable law.

9.15 Offsets, Counterclaims and Defenses. Any assignee of such Loan Document from Lender or any successor or assignee of Lender will take the same free and clear of all offsets, counterclaims, or defenses that are unrelated to such Loan Document which Borrower or Guarantor may otherwise have against any assignor of such Loan Document, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower or Guarantor in any action or proceeding brought by any such assignee upon such Loan Document, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower and Guarantor.

9.16 Time of the Essence. Time shall be of the essence in the performance of all obligations of Borrower and Guarantor under such Loan Document.

9.17 Governing Law. Borrower agrees that such Loan Document was negotiated in the State of Georgia and made by Borrower and accepted by Lender in the State of Georgia, and the proceeds of the Loan are to be disbursed by Lender from the State of Georgia, which State has a substantial relationship to Borrower and Lender and to the Loan. Accordingly, such Loan Document and the obligations arising thereunder (including, without limitation, matters of construction, validity and performance) are to be governed by, and construed in accordance with, the laws of the State of Georgia applicable to contracts made and performed in such State (without regard to principles of conflict of laws) and the federal laws of the United States of America in all respects, except that (i) the provisions for the creation, perfection, priority, and enforcement of the liens and security interests created pursuant to the Mortgages and any other Security Documents with respect to any Property (other than that described in clause (ii) below) shall be governed by and construed according to the laws of the State where such Mortgage is recorded, and (ii) with respect to the perfection, priority and enforcement of the liens and security interests created by the Mortgages and the other Security Documents in Property whose perfection and priority is covered by Revised Article 9 of the UCC, the law of the jurisdiction applicable in accordance with Sections 9-301 through 9-307 of the UCC as in effect in the State of Delaware shall govern. To the fullest extent permitted by law, Borrower hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs such Loan Document, except where specifically referenced.

9.18 Discretion of Lender. Wherever pursuant to such Loan Document, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide that arrangements or terms are satisfactory or not satisfactory shall be in the sole discretion of Lender exercised in subjective good faith and shall be final and conclusive, except as may be otherwise specifically provided therein. In addition, Lender will have the right to refuse to grant its consent, approval or acceptance or to indicate its satisfaction whenever

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such consent, approval, acceptance or satisfaction shall be required under such Loan Document, subject to the applicable standard of discretion. Notwithstanding the foregoing, if such Loan Document expressly states that Lender will use its “reasonable” discretion or judgment (or words and phrases of similar import) in making any particular decision to approve or disapprove or to decide that any particular arrangements or terms are satisfactory or not satisfactory to Lender, then in such event (and in only such event) Lender shall exercise the same degree of discretion that a prudent commercial real estate lender would exercise in the same or similar circumstances.

9.19 Counterparts; Electronic Delivery. To facilitate execution, such Loan Document may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of such Loan Document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties thereto. Any signature to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages. Delivery of an executed counterpart of such Loan Document by telefacsimile or any other form of electronic transmission shall be equally as effective as delivery of an original executed counterpart of such Loan Document. Any party delivering an executed counterpart of such Loan Document by telefacsimile or other electronic means also shall deliver an original executed counterpart of such Loan Document, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of such Loan Document.

9.20 Exhibits Incorporated; Headings. The information set forth on the cover of such Loan Document, the table of contents, the headings, the schedules and the exhibits annexed thereto, if any, shall be deemed to be incorporated therein as a part thereof with the same effect as if set forth in the body thereof. The headings and captions of the various articles, sections, and paragraphs of such Loan Document are for convenience of reference only and shall not be construed as modifying, defining, or limiting, in any way, the scope or intent of the provisions thereof.

9.21 Interpretation. No provision of such Loan Document will be construed against or interpreted to the disadvantage of any party thereto by any court or other governmental or judicial authority by reason of such party’s having or being deemed to have structured or dictated such provision.

9.22 Remedies of Borrower and Guarantor. If Borrower or Guarantor, as the case may be, will seek the approval or consent of Lender under such Loan Document, which Loan Document expressly provides that Lender’s approval shall not be unreasonably withheld, and Lender will fail or refuse to give such consent or approval, the burden of proof as to whether or not Lender acted unreasonably shall be upon Borrower or Guarantor, as the case may be, provided Lender has given Borrower a written explanation for the disapproval or lack of consent.

9.23 Release of any Party or Property. Lender may at any time, without releasing or impairing the liability of any Person liable upon or in respect of such Loan Document, release, surrender, substitute, or exchange any Property securing any Note and may at any time release any other Person primarily or secondarily liable for the Obligations.

9.24 Attorneys’ Fees. Wherever it is provided in such Loan Document that Borrower or Guarantor pay any costs and expenses, such costs and expenses will include, without limitation, all reasonable attorneys’, paralegal and law clerk fees and disbursements, including, without limitation, fees and disbursements at the pre-trial, trial and appellate levels, which are actually incurred or paid by Lender at standard billable rates. Notwithstanding anything to the contrary contained in such Loan Document, (i)

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“reasonable attorney’s fees” are not, and shall not be, statutory attorneys’ fees under the Official Code of Georgia (“O.C.G.A.”), (ii) if under any circumstances Borrower or Guarantor is required under such Loan Document to pay any or all of Lender’s attorneys’ fees and expenses, Borrower or Guarantor, as the case may be, shall be responsible only for the actual attorneys’ fees and out-of-pocket expenses actually reasonably incurred by Lender at customary hourly rates for the work done, and (iii) neither Borrower nor Lender shall be liable under any circumstances for additional attorneys’ fees or expenses under O.C.G.A. § 13-1-11.

9.25 Method of Payment. All amounts required to be paid by any party to such Loan Document to any other party shall be paid in such freely transferable coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

9.26 True Copy. By executing such Loan Document, Borrower or Guarantor, as the case may be, acknowledges that it has received a true copy of such Loan Document.

[Signatures begin on the next page]

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IN WITNESS WHEREOF, Borrower and Lender have executed this Loan Agreement as of the date first above written.

BORROWER:

ExchangeRight Real Estate, LLC

A California limited liability company

By: /S/ DAVID FISHER

Name: David Fisher

Title: Managing Member

(SEAL)

Address for notices:

ExchangeRight Real Estate, LLC
1055 E. Colorado Boulevard, Suite 310

Pasadena, California 91106
Attention: David Fisher
Facsimile No.: 877.711.4047

with copy to (which alone shall not constitute notice):

Keating Muething & Klekamp PLL

One East Fourth Street
Suite 1400

Cincinnati, OH 45202
Attention: Robert Lesan,
Esq. rlesan@kmklaw.com

[signatures continue on following page]

LENDER:
AMERIS BANK,
A Georgia banking corporation
By:	/S/ CHARLES MARKLEY
Name: Charles Markley
Title: Senior Vice President
(SEAL)
Address for notices:
Ameris Bank 3490 Piedmont Road, NE Suite 750
Atlanta, Georgia 30305 Attention: Charles Markley chuck.markley@amerisbank.com
with copy to (which alone shall not constitute notice):
Arnall Golden Gregory LLP 171 17th Street NW, Suite 2100
Atlanta, Georgia 30363- 1031 Attn: Steven A. Pepper, Esq.

SCHEDULE I

LIST OF ACQUISITION DATE LOAN DOCUMENTS

1. A Delayed Draw Term Note for each Property to be acquired on the Acquisition Date;

2. The Joinder to Guaranty;

3. The Reimbursement and Contribution Agreement or the Joinder to Reimbursement and Contribution Agreement, as applicable;

4. A mortgage, deed of trust, deed to secure debt, assignment of leases and rents, security agreement and fixture filing (or other similar security instrument), executed by the applicable Subsidiary Guarantor in favor of Lender;

5. An assignment of leases and rents executed the applicable Subsidiary Guarantor in favor of Lender;

6. An assignment of contract documents executed by Borrower and the applicable Subsidiary Guarantor in favor of Lender;

7. An Environmental Indemnity Agreement executed by Borrower, Individual Guarantor, and the applicable Subsidiary Guarantor in favor of Lender;

8. An Indemnity Agreement Regarding Handicapped Access Laws executed by Borrower, Individual Guarantor, and the applicable Subsidiary Guarantor in favor of Lender;

9. An Assignment and Subordination of Asset Management Agreement executed by Borrower or the applicable Subsidiary Guarantor and the applicable Asset Manager in favor of Lender;

10. An Assignment and Subordination of Property Management Agreement executed by Borrower or the applicable Subsidiary Guarantor and the applicable Property Manager in favor of Lender;

11. An Affidavit of Ownership, executed by an officer of the applicable Subsidiary Guarantor; and

12. A UCC-1 financing statement to be filed in the Secretary of State of the state of formation of the applicable Subsidiary Guarantor.

SCHEDULE II

LIST OF CLOSING DATE LOAN DOCUMENTS

1. This Loan Agreement;

2. The Notes, including but not limited to

a) that certain Delayed Draw Term Note of even date herewith executed by Borrower in favor of Lender in the amount of $5,120,000; and

b) that certain Delayed Draw Term Note of even date herewith executed by Borrower in favor of Lender in the amount of $9,600,000;

3. The Guaranty;

4. Post-Closing Agreement of even date herewith by and between Borrower and Lender, if any; and

5. For the Closing Date Properties:

a) A mortgage, deed of trust, deed to secure debt, assignment of leases and rents, security agreement and fixture filing (or other similar security instrument);

b) An assignment of contract documents executed by Borrower and Closing Date Subsidiary Guarantor in favor of Lender;

c) An Environmental Indemnity Agreement executed by Borrower, each Individual Guarantor and Closing Date Subsidiary Guarantor in favor of Lender;

d) An Indemnity Agreement Regarding Handicapped Access Laws executed by Borrower, each Individual Guarantor and Closing Date Subsidiary Guarantor in favor of Lender;

e) An Assignment and Subordination of Asset Management Agreement executed by Borrower or the Closing Date Subsidiary Guarantor and the applicable Asset Manager in favor of Lender;

f) An Assignment and Subordination of Property Management Agreement executed by Borrower or Closing Date Subsidiary Guarantor and the applicable Property Manager in favor of Lender; and

g) An Affidavit of Ownership, executed by an officer of Borrower or applicable Subsidiary Guarantor.

SCHEDULE III

CLOSING DATE PROPERTIES

Tenant Name	Property Address
Walgreens	201 Wyoming Avenue Kingston, PA 18704
Giant Eagle	14650 Snow Road Brook Park, OH 44142

EXHIBIT A

[FORM OF] COMPLIANCE CERTIFICATE

Reference is made to that certain on Loan Agreement dated as of May 19, 2021, between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company (“Borrower”), and AMERIS BANK, a Georgia banking corporation (“Lender”). Any capitalized term used, but not otherwise defined, in this Compliance Certificate has the meaning assigned to that term in the Loan Agreement.

The undersigned hereby certifies that, as of [quarter ending ], each Property has achieved a Property Debt Service Coverage Ratio as set forth on Schedule A-1 attached hereto.

The undersigned hereby certifies that, as of [quarter ending ], Borrower has achieved a Consolidated Debt Service Coverage Ratio of        : 1.00.

Attached hereto is a true and correct calculation of the Property Debt Service Coverage Ratio for each Property, a true and correct calculation of the Consolidated Debt Service Coverage Ratio (and each component thereof), along with supporting documentation and information. This calculation was done in accordance with the provisions of the Loan Agreement and is certified to be accurate.

The undersigned hereby certifies that, as of the calendar year ending [    ],

(a) Borrower has a Net Worth of        ; and

(b) Borrower has a Total Debt to Net Worth ratio of        : 1.00.

Attached hereto is a true and correct calculation of the Net Worth and Total Debt to Net Worth calculation (and each component thereof), along with supporting documentation and information. This calculation was one in accordance with the provisions of the Guaranty and is certified to be accurate.

EXCHANGERIGHT REAL ESTATE, LLC

a California limited liability company

By:

Name:

Title:

SCHEDULE A-1

PROPERTY DEBT SERVICE COVERAGE RATIOS

EXHIBIT B

[FORM OF] DELAYED DRAW TERM NOTE

$[    ]         [        ]

FOR VALUE RECEIVED, the undersigned, EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company (“Borrower”), hereby promises to pay to AMERIS BANK, a Georgia banking corporation (the “Lender”), or its assigns, at the office of Ameris Bank at 3490 Piedmont Road, NE, Suite 750, Atlanta, Georgia 30305 (i) on the Delayed Draw Term Note Maturity Date (as defined in the Loan Agreement, dated as of May 19, 2021 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Borrower and Lender, the aggregate unpaid principal amount of this Delayed Draw Term Note, and (ii) on each date specified in the Loan Agreement prior to this Delayed Draw Term Note Maturity Date, the principal amount of the Delayed Draw Term Loan evidenced by this Delayed Draw Term Note and made to Borrower by Lender pursuant to the Loan Agreement and payable to Lender on such date as specified therein, in each case in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof on the principal amount hereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on such dates as provided in the Loan Agreement. In addition, should legal action or an attorney-at-law be utilized to collect any amount due hereunder, Borrower further promises to pay all costs of collection, including the reasonable attorneys’ fees of the Lender actually incurred.

Upon the occurrence and during the continuance of an Event of Default, Borrower promises to pay interest, on demand, at a rate or rates provided in the Loan Agreement.

All borrowings evidenced by this Delayed Draw Term Note and all payments and prepayments of the principal hereof and the date thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of Borrower to make the payments of principal and interest in accordance with the terms of this Delayed Draw Term Note and the Loan Agreement.

This Delayed Draw Term Note is issued in connection with, and is entitled to the benefits of, and is otherwise subject to the terms of, the Loan Agreement which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Loan Agreement, all upon the terms and conditions therein specified.

This Delayed Draw Term Note is a [ ], as defined in the Loan Agreement.

THIS DELAYED DRAW TERM NOTE HAS BEEN EXECUTED UNDER SEAL AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

BORROWER:
EXCHANGERIGHT REAL ESTATE, LLC a California limited liability company
By:	/S/ DAVID FISHER
Name: David Fisher
Title: Managing Member
(SEAL)

EXHIBIT C

[FORM OF] REIMBURSEMENT AND CONTRIBUTION

AGREEMENT

See attached.

EX-10.8(B)

Exhibit 10.8.b

FIRST LOAN DOCUMENTS MODIFICATION AGREEMENT

THIS FIRST LOAN DOCUMENTS MODIFICATION AGREEMENT (this “First Amendment”) is made as of the 8th day of June, 2021, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, whose address is 1055 E. Colorado Boulevard, Suite 310 (“Borrower”), AMERIS BANK, a Georgia banking corporation, whose address is 3490 Piedmont Road N.E., Suite 750, Atlanta, Georgia 30305, Attn: Charles Markley (hereinafter referred to as “Lender”), DAVID FISHER, a Minnesota resident (“Fisher”), JOSHUA UNGERECHT, a California resident (“Ungerecht”), WARREN THOMAS, a California resident (“Thomas”; Thomas, Fisher and Ungerecht are each referred to herein individually and collectively as the context may require, an “Individual Guarantor”), EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company (“Subsidiary Guarantor”; Individual Guarantor and Subsidiary Guarantor are each referred to herein individually and collectively as the context may require as a “Guarantor”).

BACKGROUND STATEMENT

Borrower and Lender are parties to that certain Loan Agreement, dated May 19, 2021, (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Loan Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to them in the Loan Agreement). The Loan is evidenced by certain Delayed Draw Term Notes, executed by Borrower in favor of Lender.

Certain obligations of Borrower provided for in the Loan Documents are guaranteed by Individual Guarantor pursuant to that certain Guaranty of Payment and Performance dated May 19, 2021 (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Original Guaranty”). Certain obligations of Borrower provided for in the Loan Documents are guaranteed by Subsidiary Guarantor pursuant to that certain Joinder to Guaranty of Payment and Performance and Reaffirmation of Loan Agreement, dated as of May 19, 2021 (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Joinder to Guaranty”; the Original Guaranty and the Joinder to Guaranty are each referred to herein individually and collectively as the context may require as a “Guarantor”).

As of the date hereof, Borrower and Lender have agreed to modify the Loan Agreement, the Guaranty and the other Loan Documents, to among other things, increase the amount of the Loan from $40,000,000 to

$60,000,000 in the manner described below. Guarantor has agreed to reaffirm the Guaranty, and the parties are entering into this First Amendment to evidence their agreement.

AGREEMENT

FOR AND IN CONSIDERATION of the sum of Ten and No/100 Dollars ($10.00), the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1. Amendment of Loan Agreement. The terms of the Loan Agreement are hereby modified and amended, effective as of the date hereof, by:

(a) Amending and restating the first paragraph of the recitals as follows:

As of the original date of this Loan Agreement, Borrower had applied to Lender for a loan in the principal amount of $40,000,000. As of June 8, 2021, Borrower has applied to Lender to increase such loan to the principal amount of $60,000,000. Borrower and Lender have entered into this Loan Agreement to establish the terms and conditions of the disbursement of the Loan and the rights and obligations of Borrower with respect to the Loan and the Properties (as defined herein).

(b) Amending and restating the definition of “Loan” as follows:

“Loan” means a revolving loan in an amount of $60,000,000, to be evidenced by a Delayed Draw Term Note corresponding to the acquisition of each Property.

(c) Amending and restating Section 2.1 as follows:

2.1 Agreement to Lend and Borrow. Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Borrower agrees to borrow from Lender, and Lender hereby agrees to lend to Borrower, the Loan. Borrower and Lender acknowledge and agree that the Loan is a revolving credit facility, and Borrower shall have the right to borrow, repay and re-borrow principal sums hereunder that are evidenced by separate Delayed Draw Term Notes, but in no event shall the aggregate principal amount outstanding under all Delayed Draw Term Notes exceed $60,000,000. The advances made by Lender hereunder shall constitute advances of principal under each Delayed Draw Term Note, as and when such advances are made. The Loan, together with accrued interest thereon, and all other Obligations of Borrower under this Loan Agreement and the other Loan Documents, shall at all times be secured by the Security Documents without any further action on the part of Lender or any other Person.

2. Amendment of Original Guaranty. The terms of the Original Guaranty are hereby modified and amended, effective as of the date hereof, by amending and restating the first paragraph of the recitals as follows:

WHEREAS, pursuant to that certain Loan Agreement dated as of the date hereof between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company (the “Borrower”) and Lender (together with all renewals, amendments, modifications, increases and extensions thereof, the “Loan Agreement”), Lender has agreed to make certain revolving delayed draw term loans to Borrower in the maximum principal amount of $60,000,000.00 (the “Loan”). The Loan is evidenced by certain Delayed Draw Term Notes from Borrower payable to the order of Lender (the “Notes”);

3. Amendment of Loan Documents. The terms of each other Loan Document are herby modified and amended, effective as of the date hereof, by replacing all references to “$40,000,000” with “$60,000,000” and by replacing all references to “FORTY MILLION AND NO/100 DOLLARS” with “SIXTY MILLION AND NO/100 DOLLARS”.

4. Ratification; Fees and Expenses. Except as herein expressly modified or amended, all the terms and conditions of the Loan Documents are hereby ratified, affirmed, and approved. In consideration of Lender agreeing to this First Amendment as herein provided, Borrower agrees to pay all fees and expenses incurred in connection with this First Amendment.

5. Reaffirmation of Guaranty. Guarantor hereby ratifies, confirms, reaffirms and covenants that the Guaranty which it has executed is validly existing and binding against it under the terms of such Guaranty, as amended by this First Amendment. Guarantor hereby reaffirms and restates, as of the date hereof, all covenants, representations and warranties set forth in the Guaranty and specifically reaffirms that its obligations under the Guaranty extend and apply for all purposes to the Loan Documents as amended herein, including, without limitation, the increase in the Loan from $40,000,000 to $60,000,000.

6. No Defenses; Release. For purposes of this Paragraph 6, the terms “Borrower/Guarantor Parties” and “Lender Parties” shall mean and include Borrower, Guarantor and Lender, respectively, and each of their respective predecessors, successors and assigns, and each past and present, direct and indirect, parent, subsidiary and affiliated entity of each of the foregoing, and each past and present employee, agent, attorney-in-fact, attorney-at-law, representative, officer, director, shareholder, partner and joint venturer of each of the foregoing, and each heir, executor, administrator, successor and assign of each of the foregoing; references in this paragraph to “any” of such parties shall be deemed to mean “any one or more” of

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such parties; and references in this sentence to “each of the foregoing” shall mean and refer cumulatively to each party referred to in this sentence up to the point of such reference. As of the date hereof, Borrower and Guarantor hereby acknowledge, represent and agree that Borrower and Guarantor have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to (i) the Note, the Guaranty and the other Loan Documents or the indebtedness evidenced and secured thereby, (ii) any other documents or instruments evidencing, securing or in any way relating to the Loan, (iii) the administration or funding of the Loan, or (iv) any other transaction, matter or occurrence between any of the Borrower/Guarantor Parties and any Lender Parties with respect to the Loan or the Loan Documents including any acts or omissions of any Lender Parties with respect to the Loan or the Loan Documents (all of said defenses, setoffs, claims, counterclaims or causes of action being hereinafter referred to as “Loan Related Claims”). To the extent that Borrower or Guarantor may be deemed to have any Loan Related Claims, Borrower and Guarantor (a) do hereby expressly waive, release and relinquish any and all such Loan Related Claims, whether or not known to or suspected by Borrower and Guarantor and (b) shall not institute or cause to be instituted any legal action or proceeding of any kind based upon any Loan Related Claims. Borrower hereby reaffirms and restates, as of the date hereof, all covenants, representations and warranties set forth in the Loan Documents.

7. No Novation. Borrower, Guarantor and Lender hereby acknowledge and agree that this First Amendment shall not constitute a novation of the indebtedness evidenced by the Loan Documents, and further that the terms and provisions of the Loan Documents shall remain valid and in full force and effect except as may be hereinabove modified and amended.

8. No Waiver or Implication. Borrower and Guarantor hereby agree that nothing herein shall constitute a waiver by Lender of any default, whether known or unknown, which may exist under the Note or any other Loan Document. Borrower and Guarantor hereby further agree that no action, inaction or agreement by Lender, including, without limitation, any extension, indulgence, waiver, consent or agreement of modification which may have occurred or have been granted or entered into (or which may be occurring or be granted or entered into hereunder or otherwise) with respect to nonpayment of the Loan or any portion thereof, or with respect to matters involving security for the Loan, or with respect to any other matter relating to the Loan, shall require or imply any future extension, indulgence, waiver, consent or agreement by Lender. Borrower and Guarantor hereby acknowledge and agree that Lender has made no agreement, and is in no way obligated, to grant any future extension, indulgence, waiver or consent with respect to the Loan or any matter relating to the Loan.

9. No Release of Collateral. Borrower and Guarantor further acknowledge and agree that this First Amendment shall in no way occasion a release of any collateral held by Lender as security to or for the Loan, and that all collateral held by Lender as security to or for the Loan shall continue to secure the Loan.

10. Successors and Assigns. This First Amendment shall be binding upon and inure to the benefit of Borrower, Guarantor and Lender, and their respective heirs, successors and assigns, whether voluntary by act of the parties or involuntary by operation of law.

11. Document Protocols. This First Amendment is governed by the Document Protocols set forth in Article 9 of the Loan Agreement, which are specifically incorporated herein as if fully set forth herein.

[Signatures appear on the following pages]

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IN WITNESS WHEREOF, this First Amendment has been duly executed under seal by Borrower, Guarantor, and Lender, as of the day and year first above written

BORROWER:
EXCHANGERIGHT REAL ESTATE. LLC a California limited
By:	/S/ WARREN THOMAS
Name:	Warren Thomas
Title:	Managing Member
	(SEAL)

[Signatures continue on the following page]

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GUARANTOR:
/S/ DAVID FISHER
DAVID FISHER
/S/ JOSHUA UNGERECHT
JOSHUA UNGERECHT
/S/ WARREN THOMAS
WARREN THOMAS
EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company
By:	EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP,
	a Delaware limited partnership, its Sole Member
	By:	EXCHANGERIGHT INCOME FUND,
		a Maryland statutory trust, its General Partner
		By:	EXCHANGERIGHT INCOME FUND TRUSTEE, LLC,
			a Delaware limited liability company, its Trustee
			By:	EXCHANGERIGHT REAL ESTATE, LLC,

a California limited liability company, its Sole Member and Manager
By:	/S/ WARREN THOMAS

	Name: Warren Thomas
	Title: Managing Member
(SEAL)

[Signatures continue on the following page]

LENDER:
AMERIS BANK,
a Georgia banking corporation
By:	/S/ CHARLES MARKLEY
Name: Charles Markley
Title: Senior Vice President
	(SEAL)

EX-10.8(C)

Exhibit 10.8.c

SECOND LOAN DOCUMENTS MODIFICATION AGREEMENT

THIS SECOND LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Second Amendment”) is made as of the 17^th day of August, 2021, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, whose address is 1055 E. Colorado Boulevard, Suite 310 (“Borrower”), AMERIS BANK, a Georgia banking corporation, whose address is 3490 Piedmont Road N.E., Suite 750, Atlanta, Georgia 30305, Attn: Charles Markley (hereinafter referred to as “Lender”), DAVID FISHER, a Minnesota resident (“Fisher”), JOSHUA UNGERECHT, a California resident (“Ungerecht”), WARREN THOMAS, a California resident (“Thomas”; Thomas, Fisher and Ungerecht are each referred to herein individually and collectively as the context may require, an “Individual Guarantor”), EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company, EXCHANGERIGHT NET-LEASED PORTOLIO 50 DST, a Delaware statutory trust (each of the foregoing a “Subsidiary Guarantor”; Individual Guarantor and each Subsidiary Guarantor are each referred to herein individually and collectively as the context may require as a “Guarantor”).

BACKGROUND STATEMENT

Borrower and Lender are parties to that certain Loan Agreement, dated May 19, 2021, (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Loan Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to them in the Loan Agreement). The Loan is evidenced by certain Delayed Draw Term Notes, executed by Borrower in favor of Lender.

Certain obligations of Borrower provided for in the Loan Documents are guaranteed by Individual Guarantor pursuant to that certain Guaranty of Payment and Performance dated May 19, 2021 (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Original Guaranty”). Certain obligations of Borrower provided for in the Loan Documents are guaranteed by Subsidiary Guarantor pursuant to certain Joinders to Guaranty of Payment and Performance and Reaffirmation of Loan Agreement (each as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, a “Joinder to Guaranty”; the Original Guaranty and each Joinder to Guaranty are each referred to herein individually and collectively as the context may require as a “Guaranty”).

As of the date hereof, Borrower and Lender have agreed to modify the Loan Agreement, the Guaranty and the other Loan Documents, to among other things, increase the amount of the Loan from $60,000,000 to

$85,000,000 in the manner described below. Guarantor has agreed to reaffirm the Guaranty, and the parties are entering into this Second Amendment to evidence their agreement.

AGREEMENT

FOR AND IN CONSIDERATION of the sum of Ten and No/100 Dollars ($10.00), the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1. Amendment of Loan Agreement. The terms of the Loan Agreement are hereby modified and amended, effective as of the date hereof, by:

(a) Amending and restating the first paragraph of the recitals as follows:

As of the original date of this Loan Agreement, Borrower had applied to Lender for a loan in the principal amount of $40,000,000. On or around June 8, 2021, Borrower applied to Lender to increase such loan to the principal amount of $60,000,000 and as of July 8, 2021, Borrower has applied to Lender to further increase such loan to the principal amount of $85,000,000. Borrower and Lender have entered into this Loan Agreement to establish the terms and conditions of the disbursement of the Loan and the rights and obligations of Borrower with respect to the Loan and the Properties (as defined herein).

(b) Amending and restating the definition of “Loan” as follows:

“Loan” means a revolving loan in an amount of $85,000,000, to be evidenced by a Delayed Draw Term Note corresponding to the acquisition of each Property.

(c) Amending and restating Section 2.1 as follows:

2.1 Agreement to Lend and Borrow. Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Borrower agrees to borrow from Lender, and Lender hereby agrees to lend to Borrower, the Loan. Borrower and Lender acknowledge and agree that the Loan is a revolving credit facility, and Borrower shall have the right to borrow, repay and re-borrow principal sums hereunder that are evidenced by separate Delayed Draw Term Notes, but in no event shall the aggregate principal amount outstanding under all Delayed Draw Term Notes exceed $85,000,000. The advances made by Lender hereunder shall constitute advances of principal under each Delayed Draw Term Note, as and when such advances are made. The Loan, together with accrued interest thereon, and all other Obligations of Borrower under this Loan Agreement and the other Loan Documents, shall at all times be secured by the Security Documents without any further action on the part of Lender or any other Person.

2. Amendment of Original Guaranty. The terms of the Original Guaranty are hereby modified and amended, effective as of the date hereof, by amending and restating the first paragraph of the recitals as follows:

WHEREAS, pursuant to that certain Loan Agreement dated as of the date hereof between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company (the “Borrower”) and Lender (together with all renewals, amendments, modifications, increases and extensions thereof, the “Loan Agreement”), Lender has agreed to make certain revolving delayed draw term loans to Borrower in the maximum principal amount of $85,000,000.00 (the “Loan”). The Loan is evidenced by certain Delayed Draw Term Notes from Borrower payable to the order of Lender (the “Notes”);

3. Amendment of Loan Documents. The terms of each other Loan Document are hereby modified and amended, effective as of the date hereof, by replacing all references to “$60,000,000” with “$85,000,000” and by replacing all references to “SIXTY MILLION AND NO/100 DOLLARS” with “EIGHTY FIVE MILLION AND NO/100 DOLLARS”.

4. Ratification; Fees and Expenses. Except as herein expressly modified or amended, all the terms and conditions of the Loan Documents are hereby ratified, affirmed, and approved. In consideration of Lender agreeing to this Second Amendment as herein provided, Borrower agrees to pay all fees and expenses incurred in connection with this Second Amendment.

5. Reaffirmation of Guaranty. Guarantor hereby ratifies, confirms, reaffirms and covenants that the Guaranty which it has executed is validly existing and binding against it under the terms of such Guaranty, as amended by this Second Amendment. Guarantor hereby reaffirms and restates, as of the date hereof, all covenants, representations and warranties set forth in the Guaranty and specifically reaffirms that its obligations under the Guaranty extend and apply for all purposes to the Loan Documents as amended herein, including, without limitation, the increase in the Loan from $60,000,000 to $85,000,000.

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6. No Defenses;Release. For purposes of this Paragraph 6, the terms “Borrower/Guarantor Parties” and “Lender Parties” shall mean and include Borrower, Guarantor and Lender, respectively, and each of their respective predecessors, successors and assigns, and each past and present, direct and indirect, parent, subsidiary and affiliated entity of each of the foregoing, and each past and present employee, agent, attorney-in-fact, attorney-at-law, representative, officer, director, shareholder, partner and joint venturer of each of the foregoing, and each heir, executor, administrator, successor and assign of each of the foregoing; references in this paragraph to “any” of such parties shall be deemed to mean “any one or more” of such parties; and references in this sentence to “each of the foregoing” shall mean and refer cumulatively to each party referred to in this sentence up to the point of such reference. As of the date hereof, Borrower and Guarantor hereby acknowledge, represent and agree that Borrower and Guarantor have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to (i) the Note, the Guaranty and the other Loan Documents or the indebtedness evidenced and secured thereby, (ii) any other documents or instruments evidencing, securing or in any way relating to the Loan, (iii) the administration or funding of the Loan, or (iv) any other transaction, matter or occurrence between any of the Borrower/Guarantor Parties and any Lender Parties with respect to the Loan or the Loan Documents including any acts or omissions of any Lender Parties with respect to the Loan or the Loan Documents (all of said defenses, setoffs, claims, counterclaims or causes of action being hereinafter referred to as “Loan Related Claims”). To the extent that Borrower or Guarantor may be deemed to have any Loan Related Claims, Borrower and Guarantor (a) do hereby expressly waive, release and relinquish any and all such Loan Related Claims, whether or not known to or suspected by Borrower and Guarantor and (b) shall not institute or cause to be instituted any legal action or proceeding of any kind based upon any Loan Related Claims. Borrower hereby reaffirms and restates, as of the date hereof, all covenants, representations and warranties set forth in the Loan Documents.

7. No Novation. Borrower, Guarantor and Lender hereby acknowledge and agree that this Second Amendment shall not constitute a novation of the indebtedness evidenced by the Loan Documents, and further that the terms and provisions of the Loan Documents shall remain valid and in full force and effect except as may be hereinabove modified and amended.

8. Andover Property Related Covenants. Borrower and Guarantor covenant and agree, with respect to the property located at 209 N. Main Street, Andover, Massachusetts 01810 (the “Andover Property”), to:

(a) Install signage where missing on various ADA parking spaces at the Andover Property, as more particularly described in that certain Property Condition Report, dated as of July 2, 2021, prepared by Partner Engineering and Science, Inc. for Borrower;

(b) Continual implementation of the property use restriction currently in place under the Activity and Use Limitation as a result of the former dry cleaning operations at the Andover Property, as more particularly described in that certain Phase I Environmental Site Assessment Report, dated as of July 2, 2021, prepared by Partner Engineering and Science, Inc. for Borrower (the “Andover Phase I”); and

(c) Implement an Operations and Maintenance Program in order to safely manage the suspect Asbestos Containing Materials and Lead Based Paint located at the Andover Property, as more particularly described in the Andover Phase I.

9. No Waiver or Implication. Borrower and Guarantor hereby agree that nothing herein shall constitute a waiver by Lender of any default, whether known or unknown, which may exist under the Note or any other Loan Document. Borrower and Guarantor hereby further agree that no action, inaction or agreement by Lender, including, without limitation, any extension, indulgence, waiver, consent or agreement of modification which may have occurred or have been granted or entered into (or which may be occurring or be granted or entered into hereunder or otherwise) with respect to nonpayment of the Loan or any portion thereof, or with respect to matters involving security for the Loan, or with respect to any other matter relating to the Loan, shall require or imply any future extension, indulgence, waiver, consent or agreement by Lender.

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Borrower and Guarantor hereby acknowledge and agree that Lender has made no agreement, and is in no way obligated, to grant any future extension, indulgence, waiver or consent with respect to the Loan or any matter relating to the Loan.

10. No Release of Collateral. Borrower and Guarantor further acknowledge and agree that this Second Amendment shall in no way occasion a release of any collateral held by Lender as security to or for the Loan, and that all collateral held by Lender as security to or for the Loan shall continue to secure the Loan.

11. Successors and Assigns. This Second Amendment shall be binding upon and inure to the benefit of Borrower, Guarantor and Lender, and their respective heirs, successors and assigns, whether voluntary by act of the parties or involuntary by operation of law.

12. Document Protocols. This Second Amendment is governed by the Document Protocols set forth in Article 9 of the Loan Agreement, which are specifically incorporated herein as if fully set forth herein.

[Signatures appear on the following pages]

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IN WITNESS WHEREOF, this Second Amendment has been duly executed under seal by Borrower, Guarantor, and Lender, as of the day and year first above written.

BORROWER:
EXCHANGERIGHT REAL ESTATE, LLC a California limited liability company
By:	/S/ DAVID FISHER
Name:	David Fisher
Title:	Managing Member
	(SEAL)

[Signatures continue on the following page]

		GUARANTOR:
		/S/ DAVID FISHER
		DAVID FISHER
		/S/ JOSHUA UNGERECHT
		JOSHUA UNGERECHT
		/S/ WARREN THOMAS
		WARREN THOMAS
EXCHANGERIGHT NET LEASED PORTFOLIO 50 DST		EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company
By:	EXCHANGERIGHT ASSET	By:	/S/ DAVID FISHER
	MANAGEMENT, LLC, a California		David Fisher, authorized person
	Limited liability company, its
	Manager		(SEAL)
By:	EXCHANGERIGHT REAL
	ESTATE LLC, a California
	Limited liability company, its
	Sole Member and Manager
By:	/S/ DAVID FISHER
Name:	David Fisher
Title:	Managing Member
( SEAL)

[Signatures continue on the following page]

LENDER:
AMERIS BANK, a Georgia banking corporation
By:	/S/ CHARLES MARKLEY
Name: Charles Markley
Title: Senior Vice President
	(SEAL)

EX-10.8(D)

Exhibit 10.8.d

THIRD LOAN DOCUMENTS MODIFICATION AGREEMENT

THIS THIRD LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Third Amendment”) is made as of the 13th day of December, 2021, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, whose address is 1055 E. Colorado Boulevard, Suite 310 (“Borrower”), AMERIS BANK, a Georgia banking corporation, whose address is 3490 Piedmont Road N.E., Suite 750, Atlanta, Georgia 30305, Attn: Charles Markley (hereinafter referred to as “Lender”), DAVID FISHER, a Minnesota resident (“Fisher”), JOSHUA UNGERECHT, a California resident (“Ungerecht”), WARREN THOMAS, a California resident (“Thomas”; Thomas, Fisher and Ungerecht are each referred to herein individually and collectively as the context may require, an “Individual Guarantor”), EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company, EXCHANGERIGHT NET-LEASED PORTFOLIO 53 DST, a Delaware statutory trust (each of the foregoing a “Subsidiary Guarantor”; Individual Guarantor and each Subsidiary Guarantor are each referred to herein individually and collectively as the context may require as a “Guarantor”).

BACKGROUND STATEMENT

Borrower and Lender are parties to that certain Loan Agreement, dated May 19, 2021, (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Loan Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to them in the Loan Agreement). The Loan is evidenced by certain Delayed Draw Term Notes, executed by Borrower in favor of Lender, including, without limitation that certain Delayed Draw Term Note in the original principal amount of $29,100,000 (the “Effingham Delayed Draw Term Note”).

Certain obligations of Borrower provided for in the Loan Documents are guaranteed by Individual Guarantor pursuant to that certain Guaranty of Payment and Performance dated May 19, 2021 (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Original Guaranty”). Certain obligations of Borrower provided for in the Loan Documents are guaranteed by Subsidiary Guarantor pursuant to certain Joinders to Guaranty of Payment and Performance and Reaffirmation of Loan Agreement (each as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, a “Joinder to Guaranty”; the Original Guaranty and each Joinder to Guaranty are each referred to herein individually and collectively as the context may require as a “Guaranty”).

Prior to the date hereof, certain obligations of Borrower provided for in the Loan Documents were guaranteed by EXCHANGERIGHT NET-LEASED PORTFOLIO 50 DST, a Delaware statutory trust (“Prior Subsidiary Guarantor”), until Prior Subsidiary Guarantor’s obligations were paid off on or about September 13, 2021, following the sale of the Property located at 2801 West Jefferson Street, Joliet, IL 60435.

As of the date hereof, Borrower and Lender have agreed to modify the Loan Agreement, the Guaranty and the other Loan Documents, to among other things, increase the amount of the Loan on an interim basis from $85,000,000 to $150,000,000 in the manner described below. Guarantor (other than Prior Subsidiary Guarantor) has agreed to reaffirm the Guaranty, and the parties are entering into this Third Amendment to evidence their agreement.

AGREEMENT

FOR AND IN CONSIDERATION of the sum of Ten and No/100 Dollars ($10.00), the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1. Amendment of Loan Agreement. The terms of the Loan Agreement are hereby modified and amended, effective as of the date hereof, by:

(a) Amending and restating the first paragraph of the recitals as follows:

As of the original date of this Loan Agreement, Borrower had applied to Lender for a loan in the principal amount of $40,000,000. On or around June 8, 2021, Borrower applied to Lender to increase such loan to the principal amount of $60,000,000, as of July 8, 2021, Borrower applied to Lender to further increase such loan to the principal amount of $85,000,000, and as of December [13], 2021, Borrower applied to Lender to further increase such loan on an interim basis to the principal amount of $150,000,000, which amount shall be reduced as further provided for herein. Borrower and Lender have entered into this Loan Agreement to establish the terms and conditions of the disbursement of the Loan and the rights and obligations of Borrower with respect to the Loan and the Properties (as defined herein).

(b) Adding the following definitions to Section 1.1 in the appropriate alphabetical order:

“Delayed Draw Term Note Fee – Third Amendment Date Properties” shall mean a fee in the amount of 0.40% of the principal amount of each Delayed Draw Term Note executed for a Third Amendment Date Property.

“Third Amendment Date” shall mean December 13, 2021.

“Third Amendment Date Increased Loan Amount” shall mean an amount up to $150,000,000.

“Third Amendment Date Properties” shall mean the Properties listed on Schedule IV attached hereto, acquired or to be acquired by the applicable Subsidiary Guarantor on or after the Third Amendment Date.

“Third Amendment Date Properties Reduction Amount” shall mean the amount listed in the “Delayed Draw Term Loan Amount” column on Schedule IV attached hereto.

(c) Amending and restating the definition of “Loan” as follows: “Loan” means:

(1) On the Third Amendment Date, a revolving loan in an amount of $150,000,000, to be evidenced by certain Delayed Draw Term Notes;

(2) Following the sale of any Third Amendment Date Property, a revolving loan in an amount of $150,000,000, to be evidenced by certain Delayed Draw Term Notes, minus the corresponding Third Amendment Date Properties Reduction Amount (which Third Amendment Date Properties Reduction Amount shall be paid by Borrower to Lender upon the sale or refinancing with another lender of such Third Amendment Date Property, and each date of any such payment being referred to as a “Loan Reduction Date”);

(3) On the earlier of (1) the sale of all four (4) of the Third Amendment Date Properties or (2) May 31, 2022, a revolving loan in an amount of $85,000,000, to be evidenced by certain Delayed Draw Term Notes.

Notwithstanding anything herein to the contrary, as of each Loan Reduction Date, no action of Lender shall be required to reduce the Loan; such reduction down to the applicable amount shall be automatic and occur at 2 such time.

(d) Amending and restating Section 2.1 as follows:

2.1 Agreement to Lend and Borrow. Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Borrower agrees to borrow from Lender, and Lender hereby agrees to lend to Borrower, the Loan. Borrower and Lender acknowledge and agree that the Loan is a revolving credit facility, and Borrower shall have the right to borrow, repay and re-borrow principal sums hereunder that are evidenced by separate Delayed Draw Term Notes, but in no event shall the aggregate principal amount outstanding under all Delayed Draw Term Notes exceed $150,000,000. The advances made by Lender hereunder shall constitute advances of principal under each Delayed Draw Term Note, as and when such advances are made. The Loan, together with accrued interest thereon, and all other Obligations of Borrower under this Loan Agreement and the other Loan Documents, shall at all times be secured by the Security Documents without any further action on the part of Lender or any other Person.

(e) Adding Schedule IV in the form attached hereto as Schedule IV.

2. Amendment of Original Guaranty. The terms of the Original Guaranty are hereby modified and amended, effective as of the date hereof, by amending and restating the first paragraph of the recitals as follows:

WHEREAS, pursuant to that certain Loan Agreement dated as of the date hereof between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company (the “Borrower”) and Lender (together with all renewals, amendments, modifications, increases and extensions thereof, the “Loan Agreement”), Lender has agreed to make certain revolving delayed draw term loans to Borrower as provided for in the Loan Agreement (the “Loan”). The Loan is evidenced by certain Delayed Draw Term Notes from Borrower payable to the order of Lender (the “Notes”);

3. Amendment of Loan Documents. The terms of each other Loan Document are hereby modified and amended, effective as of the date hereof, by replacing all references to “$85,000,000” with “$150,000,000” and by replacing all references to “EIGHTY FIVE MILLION AND NO/100 DOLLARS” with “ONE HUNDRED FIFTY MILLION AND NO/100 DOLLARS. The terms of each other Loan Document shall be modified and amended, effective as of the applicable Loan Reduction Date, by replacing all references to “$150,000,000” with the amount resulting by subtracting from $150,000,000 the amount of the applicable Third Amendment Date Properties Reduction Amount and by replacing all references to “ONE HUNDRED FIFTY MILLION AND NO/100 DOLLARS” with such amount in words.

4. Delayed Draw Term Note. Notwithstanding anything in the Loan Agreement to the contrary, Borrower shall pay the principal of and accrued interest on the Effingham Delayed Draw Term Note (for which Delayed Draw Term Note Lender has agreed to loan 50% or less of the contract price for the Property located at 711 West Wabash Avenue, Effingham, Illinois):

(a) Commencing on January 5, 2022, and on the fifth (5^th) day of each successive calendar month thereafter for four (4) months, Borrower shall pay to Lender all accrued but unpaid interest on the outstanding principal of the Delayed Draw Term Note (i.e., four (4) months interest only);

(b) On the Delayed Draw Term Note Maturity Date, Borrower shall pay to Lender the entire principal amount outstanding under the Effingham Delayed Draw Term Note, together with all accrued but unpaid interest thereon and any other charges due hereunder;

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(c) Borrower shall have the option to extend the term under the Effingham Delayed Draw Term Note once for a period of one (1) month, provided each Delayed Draw Term Note Extension Condition has been satisfied;

For the avoidance of doubt, it is acknowledged and agreed that the principal amount outstanding under the Effingham Delayed Draw Term Note shall bear interest at the Prime Rate, even though payments of principal and interest will be calculated at a fixed rate of four percent (4%).

5. Ratification; Fees and Expenses. Except as herein expressly modified or amended, all the terms and conditions of the Loan Documents are hereby ratified, affirmed, and approved. In consideration of Lender agreeing to this Third Amendment as herein provided, Borrower agrees to pay all fees and expenses incurred in connection with this Third Amendment.

6. Reaffirmation of Guaranty. Guarantor hereby ratifies, confirms, reaffirms and covenants that the Guaranty which it has executed is validly existing and binding against it under the terms of such Guaranty, as amended by this Third Amendment. Guarantor hereby reaffirms and restates, as of the date hereof, all covenants, representations and warranties set forth in the Guaranty and specifically reaffirms that its obligations under the Guaranty extend and apply for all purposes to the Loan Documents as amended herein, including, without limitation, the increase in the Loan from $85,000,000 to $150,000,000.

7. No Defenses; Release. For purposes of this Paragraph 7, the terms “Borrower/Guarantor Parties” and “Lender Parties” shall mean and include Borrower, Guarantor and Lender, respectively, and each of their respective predecessors, successors and assigns, and each past and present, direct and indirect, parent, subsidiary and affiliated entity of each of the foregoing, and each past and present employee, agent, attorney-in-fact, attorney-at-law, representative, officer, director, shareholder, partner and joint venturer of each of the foregoing, and each heir, executor, administrator, successor and assign of each of the foregoing; references in this paragraph to “any” of such parties shall be deemed to mean “any one or more” of such parties; and references in this sentence to “each of the foregoing” shall mean and refer cumulatively to each party referred to in this sentence up to the point of such reference. As of the date hereof, Borrower and Guarantor hereby acknowledge, represent and agree that Borrower and Guarantor have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to (i) the Note, the Guaranty and the other Loan Documents or the indebtedness evidenced and secured thereby, (ii) any other documents or instruments evidencing, securing or in any way relating to the Loan, (iii) the administration or funding of the Loan, or (iv) any other transaction, matter or occurrence between any of the Borrower/Guarantor Parties and any Lender Parties with respect to the Loan or the Loan Documents including any acts or omissions of any Lender Parties with respect to the Loan or the Loan Documents (all of said defenses, setoffs, claims, counterclaims or causes of action being hereinafter referred to as “Loan Related Claims”). To the extent that Borrower or Guarantor may be deemed to have any Loan Related Claims, Borrower and Guarantor (a) do hereby expressly waive, release and relinquish any and all such Loan Related Claims, whether or not known to or suspected by Borrower and Guarantor and (b) shall not institute or cause to be instituted any legal action or proceeding of any kind based upon any Loan Related Claims. Borrower hereby reaffirms and restates, as of the date hereof, all covenants, representations and warranties set forth in the Loan Documents.

8. No Novation. Borrower, Guarantor and Lender hereby acknowledge and agree that this Third Amendment shall not constitute a novation of the indebtedness evidenced by the Loan Documents, and further that the terms and provisions of the Loan Documents shall remain valid and in full force and effect except as may be hereinabove modified and amended.

9. No Waiver or Implication. Borrower and Guarantor hereby agree that nothing herein shall constitute a waiver by Lender of any default, whether known or unknown, which may exist under the Note or any other Loan Document. Borrower and Guarantor hereby further agree that no action, inaction or agreement by Lender, including, without limitation, any extension, indulgence, waiver, consent or agreement of modification which may have occurred or have been granted or entered into (or which may be occurring or be granted or entered into hereunder or otherwise) with respect to nonpayment of the Loan or any portion thereof,

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or with respect to matters involving security for the Loan, or with respect to any other matter relating to the Loan, shall require or imply any future extension, indulgence, waiver, consent or agreement by Lender. Borrower and Guarantor hereby acknowledge and agree that Lender has made no agreement, and is in no way obligated, to grant any future extension, indulgence, waiver or consent with respect to the Loan or any matter relating to the Loan.

10. No Release of Collateral. Borrower and Guarantor further acknowledge and agree that this Third Amendment shall in no way occasion a release of any collateral held by Lender as security to or for the Loan, and that all collateral held by Lender as security to or for the Loan shall continue to secure the Loan.

11. Successors and Assigns. This Third Amendment shall be binding upon and inure to the benefit of Borrower, Guarantor and Lender, and their respective heirs, successors and assigns, whether voluntary by act of the parties or involuntary by operation of law.

12. Document Protocols. This Third Amendment is governed by the Document Protocols set forth in Article 9 of the Loan Agreement, which are specifically incorporated herein as if fully set forth herein.

[Signatures appear on the following pages]

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IN WITNESS WHEREOF, this Third Amendment has been duly executed under seal by Borrower, Guarantor, and Lender, as of the day and year first above written.

BORROWER:
EXCHANGERIGHT REAL ESTATE, LLC a California limited liability company
By:	/S/ WARREN THOMAS
Name:	Warren Thomas
Title:	Managing Member
	(SEAL)

[Signatures continue on the following page]

		GUARANTOR:
		/S/ DAVID FISHER
		DAVID FISHER
		/S/ JOSHUA UNGERECHT
		JOSHUA UNGERECHT
		/S/ WARREN THOMAS
		WARREN THOMAS
EXCHANGERIGHT NET LEASED PORTFOLIO 53 DST		EXCHANGERIGHT ESSENTIAL INCOME
		STRATEGY PROPERTIES 3, LLC,
		a Delaware limited liability company
By: ExchangeRight Asset Management, LLC a California limited liability company, its Manager		By:	/S/ WARREN THOMAS
			Warren Thomas, authorized person
By:	ExchangeRight Real Estate, LLC	(SEAL)
	a California limited liability company,
	its sole member

By:	/S/ WARREN THOMAS
Name: Warren Thomas
Title: Managing Member
(SEAL)

[Signatures continue on the following page]

LENDER:
AMERIS BANK,
a Georgia banking corporation
By:	/S/ CHARLES MARKLEY
Name:	Charles Markley
Title:	Senior Vice President
	(SEAL)

Schedule IV

Tenant Name	Property Address	Delayed Draw Term Loan Amount
Sherwin Williams	711 West Wabash Avenue Effingham, IL 62401	$29,100,000
CVS	1405 Oak Street Kenova, WV 25530	$3,646,000
CVS	1100 Veterans Memorial Drive Abbeville, LA 70510	$3,492,000
Price Chopper	72 Pullman Street Worcester, MA 01606	$20,034,000

EX-10.8(E)

Exhibit 10.8.e

FOURTH LOAN DOCUMENTS MODIFICATION AGREEMENT

THIS FOURTH LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Fourth Amendment”) is made as of the 28th day of December, 2021, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, whose address is 1055 E. Colorado Boulevard, Suite 310 (“Borrower”), AMERIS BANK, a Georgia banking corporation, whose address is 3490 Piedmont Road N.E., Suite 750, Atlanta, Georgia 30305, Attn: Charles Markley (hereinafter referred to as “Lender”), DAVID FISHER, a Minnesota resident (“Fisher”), JOSHUA UNGERECHT, a California resident (“Ungerecht”), WARREN THOMAS, a California resident (“Thomas”; Thomas, Fisher and Ungerecht are each referred to herein individually and collectively as the context may require, an “Individual Guarantor”), EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company, EXCHANGERIGHT NET-LEASED PORTFOLIO 54 DST, a Delaware statutory trust (each of the foregoing a “Subsidiary Guarantor”; Individual Guarantor and each Subsidiary Guarantor are each referred to herein individually and collectively as the context may require as a “Guarantor”).

BACKGROUND STATEMENT

Borrower and Lender are parties to that certain Loan Agreement, dated May 19, 2021, (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Loan Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to them in the Loan Agreement).

Certain obligations of Borrower provided for in the Loan Documents are guaranteed by Individual Guarantor pursuant to that certain Guaranty of Payment and Performance dated May 19, 2021 (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Original Guaranty”). Certain obligations of Borrower provided for in the Loan Documents are guaranteed by Subsidiary Guarantor pursuant to certain Joinders to Guaranty of Payment and Performance and Reaffirmation of Loan Agreement (each as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, a “Joinder to Guaranty”; the Original Guaranty and each Joinder to Guaranty are each referred to herein individually and collectively as the context may require as a “Guaranty”).

Prior to the date hereof, certain obligations of Borrower provided for in the Loan Documents were guaranteed by EXCHANGERIGHT NET-LEASED PORTFOLIO 53 DST, a Delaware statutory trust (“Prior Subsidiary Guarantor”), until Prior Subsidiary Guarantor’s obligations were paid off on or about December 23, 2021, following the sale of the Property located at 711 West Wabash Avenue, Effingham, Illinois 62401 (the “Effingham Sale”).

As of the date hereof, Borrower and Lender have agreed to modify the Loan Agreement, and the other Loan Documents, to among other things, (i) reduce the amount of the Loan from $150,000,000 to $120,900,000 (as a result of the Effingham Sale) and (ii) provide for the payment terms of the Third Amendment Date Properties in the manner described below. Guarantor (other than Prior Subsidiary Guarantor) has agreed to reaffirm the Guaranty, and the parties are entering into this Fourth Amendment to evidence their agreement.

AGREEMENT

FOR AND IN CONSIDERATION of the sum of Ten and No/100 Dollars ($10.00), the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1. Amendment of Loan Agreement. The terms of the Loan Agreement are hereby modified and amended, effective as of the date hereof, by:

(a) Amending and restating the first paragraph of the recitals as follows:

As of the original date of this Loan Agreement, Borrower had applied to Lender for a loan in the principal amount of $40,000,000. On or around June 8, 2021, Borrower applied to Lender to increase such loan to the principal amount of $60,000,000, as of July 8, 2021, Borrower applied to Lender to further increase such loan to the principal amount of $85,000,000, and as of December 13, 2021, Borrower applied to Lender to further increase such loan on an interim basis to the principal amount of $150,000,000, which amount shall be reduced as further provided for herein (including, without limitation the reduction to $120,900,000 as of December 28, 2021). Borrower and Lender have entered into this Loan Agreement to establish the terms and conditions of the disbursement of the Loan and the rights and obligations of Borrower with respect to the Loan and the Properties (as defined herein).

(b) Amending and restating Section 2.1 as follows:

2.1 Agreement to Lend and Borrow. Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Borrower agrees to borrow from Lender, and Lender hereby agrees to lend to Borrower, the Loan. Borrower and Lender acknowledge and agree that the Loan is a revolving credit facility, and Borrower shall have the right to borrow, repay and re-borrow principal sums hereunder that are evidenced by separate Delayed Draw Term Notes, but in no event shall the aggregate principal amount outstanding under all Delayed Draw Term Notes exceed $120,900,000. The advances made by Lender hereunder shall constitute advances of principal under each Delayed Draw Term Note, as and when such advances are made. The Loan, together with accrued interest thereon, and all other Obligations of Borrower under this Loan Agreement and the other Loan Documents, shall at all times be secured by the Security Documents without any further action on the part of Lender or any other Person.

(c) Amending Section 2.4 by adding the following subsection (f) to the end of such Section:

(f) Notwithstanding anything herein to the contrary, Borrower shall pay the principal of and accrued interest on the applicable Delayed Draw Term Note issued in connection with the acquisition by a Subsidiary Guarantor of any Third Amendment Date Property:

(i) Commencing on the fifth (5th) day of the month following the day of such Delayed Draw Term Note, and on the fifth (5th) day of each successive calendar month thereafter for four (4) months, Borrower shall pay to Lender all accrued but unpaid interest on the outstanding principal of such Delayed Draw Term Note (i.e., four (4) months interest only);

(ii) On the Delayed Draw Term Note Maturity Date, Borrower shall pay to Lender the entire principal amount outstanding under the applicable Delayed Draw Term Note, together with all accrued but unpaid interest thereon and any other charges due hereunder;

(iii) Borrower shall have the option to extend the term under the applicable Delayed Draw Term Note once for a period of one (1) month, provided each Delayed Draw Term Note Extension Condition has been satisfied;

For the avoidance of doubt, it is acknowledged and agreed that the principal amount outstanding under each Delayed Draw Term Note executed in connection with the acquisition of a Third Amendment Date Property shall bear interest at the Prime Rate, even though payments of principal and interest will be calculated at a fixed rate of four percent (4%).

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2. Amendment of Loan Documents. The terms of each other Loan Document are hereby modified and amended, effective as of the date hereof, by replacing all references to “$150,000,000” with “$120,900,000” and by replacing all references to “ONE HUNDRED FIFTY MILLION AND NO/100 DOLLARS” with “ONE HUNDRED TWENTY MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS. After the date hereof, the terms of each other Loan Document shall be modified and amended, effective as of the applicable Loan Reduction Date, by replacing all references to “$120,900,000” with the amount resulting by subtracting from $120,900,000 the amount of the applicable Third Amendment Date Properties Reduction Amount and by replacing all references to “ONE HUNDRED TWENTY MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS” with such amount in words.

3. Ratification; Fees and Expenses. Except as herein expressly modified or amended, all the terms and conditions of the Loan Documents are hereby ratified, affirmed, and approved. In consideration of Lender agreeing to this Fourth Amendment as herein provided, Borrower agrees to pay all fees and expenses incurred in connection with this Fourth Amendment.

4. Reaffirmation of Guaranty. Guarantor hereby ratifies, confirms, reaffirms and covenants that the Guaranty which it has executed is validly existing and binding against it under the terms of such Guaranty, as amended by this Fourth Amendment. Guarantor hereby reaffirms and restates, as of the date hereof, all covenants, representations and warranties set forth in the Guaranty and specifically reaffirms that its obligations under the Guaranty extend and apply for all purposes to the Loan Documents as amended herein, including, without limitation the decrease in the Loan from $150,000,000 to $120,900,000.

5. No Defenses; Release. For purposes of this Paragraph 6, the terms “Borrower/Guarantor Parties” and “Lender Parties” shall mean and include Borrower, Guarantor and Lender, respectively, and each of their respective predecessors, successors and assigns, and each past and present, direct and indirect, parent, subsidiary and affiliated entity of each of the foregoing, and each past and present employee, agent, attorney-in-fact, attorney-at-law, representative, officer, director, shareholder, partner and joint venturer of each of the foregoing, and each heir, executor, administrator, successor and assign of each of the foregoing; references in this paragraph to “any” of such parties shall be deemed to mean “any one or more” of such parties; and references in this sentence to “each of the foregoing” shall mean and refer cumulatively to each party referred to in this sentence up to the point of such reference. As of the date hereof, Borrower and Guarantor hereby acknowledge, represent and agree that Borrower and Guarantor have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to (i) the Note, the Guaranty and the other Loan Documents or the indebtedness evidenced and secured thereby, (ii) any other documents or instruments evidencing, securing or in any way relating to the Loan, (iii) the administration or funding of the Loan, or (iv) any other transaction, matter or occurrence between any of the Borrower/Guarantor Parties and any Lender Parties with respect to the Loan or the Loan Documents including any acts or omissions of any Lender Parties with respect to the Loan or the Loan Documents (all of said defenses, setoffs, claims, counterclaims or causes of action being hereinafter referred to as “Loan Related Claims”). To the extent that Borrower or Guarantor may be deemed to have any Loan Related Claims, Borrower and Guarantor (a) do hereby expressly waive, release and relinquish any and all such Loan Related Claims, whether or not known to or suspected by Borrower and Guarantor and (b) shall not institute or cause to be instituted any legal action or proceeding of any kind based upon any Loan Related Claims. Borrower hereby reaffirms and restates, as of the date hereof, all covenants, representations and warranties set forth in the Loan Documents.

6. No Novation. Borrower, Guarantor and Lender hereby acknowledge and agree that this Fourth Amendment shall not constitute a novation of the indebtedness evidenced by the Loan Documents, and further that the terms and provisions of the Loan Documents shall remain valid and in full force and effect except as may be hereinabove modified and amended.

7. No Waiver or Implication. Borrower and Guarantor hereby agree that nothing herein shall constitute a waiver by Lender of any default, whether known or unknown, which may exist under the Note or any other Loan Document. Borrower and Guarantor hereby further agree that no action, inaction or agreement by Lender, including, without limitation, any extension, indulgence, waiver, consent or agreement of

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modification which may have occurred or have been granted or entered into (or which may be occurring or be granted or entered into hereunder or otherwise) with respect to nonpayment of the Loan or any portion thereof, or with respect to matters involving security for the Loan, or with respect to any other matter relating to the Loan, shall require or imply any future extension, indulgence, waiver, consent or agreement by Lender. Borrower and Guarantor hereby acknowledge and agree that Lender has made no agreement, and is in no way obligated, to grant any future extension, indulgence, waiver or consent with respect to the Loan or any matter relating to the Loan.

8. No Release of Collateral. Borrower and Guarantor further acknowledge and agree that this Fourth Amendment shall in no way occasion a release of any collateral held by Lender as security to or for the Loan, and that all collateral held by Lender as security to or for the Loan shall continue to secure the Loan.

9. Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the benefit of Borrower, Guarantor and Lender, and their respective heirs, successors and assigns, whether voluntary by act of the parties or involuntary by operation of law.

10. Document Protocols. This Fourth Amendment is governed by the Document Protocols set forth in Article 9 of the Loan Agreement, which are specifically incorporated herein as if fully set forth herein.

[Signatures appear on the following pages]

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IN WITNESS WHEREOF, this Fourth Amendment has been duly executed under seal by Borrower, Guarantor, and Lender, as of the day and year first above written.

BORROWER:
EXCHANGERIGHT REAL ESTATE, LLC a California limited liability company
By:	/S/ WARREN THOMAS
Name: Warren Thomas
Title: Managing Member
(SEAL)

[Signatures continue on the following page]

GUARANTOR:

/S/ DAVID FISHER

DAVID FISHER

/S/ JOSHUA UNGERECHT

JOSHUA UNGERECHT

/S/ WARREN THOMAS

WARREN THOMAS

EXCHANGERIGHT NET-LEASED PORTFOLIO 54 DST, a Delaware statutory trust

By: ExchangeRight Asset Management, LLC a California limited liability company, its Manager

By: ExchangeRight Real Estate, LLC a California limited liability company, its sole member

By:	/S/ WARREN THOMAS
Name: Warren Thomas
Title: Managing Member

(SEAL)

EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, A Delaware limited liability company

By:	/S/ WARREN THOMAS
Warren Thomas, authorized person

(SEAL)

[Signatures continue on the following page]

LENDER:
AMERIS BANK, a Georgia banking corporation
By:	/S/ CHARLES MARKLEY
Name: Charles Markley
Title: Senior Vice President
(SEAL)

EX-10.8(F)

Exhibit 10.8.f

FIFTH LOAN DOCUMENTS MODIFICATION AGREEMENT

THIS FIFTH LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Fifth Amendment”) is made as of the 4th day of February, 2022, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, whose address is 1055 E. Colorado Boulevard, Suite 310 (“Borrower”), AMERIS BANK, a Georgia banking corporation, whose address is 3490 Piedmont Road N.E., Suite 750, Atlanta, Georgia 30305, Attn: Charles Markley (hereinafter referred to as “Lender”), DAVID FISHER, a Minnesota resident (“Fisher”), JOSHUA UNGERECHT, a California resident (“Ungerecht”), WARREN THOMAS, a California resident (“Thomas”; Thomas, Fisher and Ungerecht are each referred to herein individually and collectively as the context may require, an “Individual Guarantor”), EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company, EXCHANGERIGHT NET-LEASED PORTFOLIO 54 DST, a Delaware statutory trust (each of the foregoing a “Subsidiary Guarantor”; Individual Guarantor and each Subsidiary Guarantor are each referred to herein individually and collectively as the context may require as a “Guarantor”).

BACKGROUND STATEMENT

Borrower and Lender are parties to that certain Loan Agreement, dated May 19, 2021, (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Loan Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to them in the Loan Agreement).

Certain obligations of Borrower provided for in the Loan Documents are guaranteed by Individual Guarantor pursuant to that certain Guaranty of Payment and Performance dated May 19, 2021 (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Original Guaranty”). Certain obligations of Borrower provided for in the Loan Documents are guaranteed by Subsidiary Guarantor pursuant to certain Joinders to Guaranty of Payment and Performance and Reaffirmation of Loan Agreement (each as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, a “Joinder to Guaranty”; the Original Guaranty and each Joinder to Guaranty are each referred to herein individually and collectively as the context may require as a “Guaranty”).

As of the date hereof, Borrower and Lender have agreed to modify the Loan Agreement to modify the payment provisions as further set forth herein. Guarantor has agreed to reaffirm the Guaranty, and the parties are entering into this Fifth Amendment to evidence their agreement.

AGREEMENT

FOR AND IN CONSIDERATION of the sum of Ten and No/100 Dollars ($10.00), the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1. Amendment of Loan Agreement. The terms of the Loan Agreement are hereby modified and amended, effective as of the date hereof, by amending and restating Sections 2.4(a), (b), and (c) in their entirety as follows:

(a) For each Delayed Draw Term Note (such Delayed Draw Term Note shall be referred to in the applicable Delayed Draw Term Note as a “70% Loan to Cost Delayed Draw Term Note”) issued in connection with the acquisition by a Subsidiary Guarantor of any Property or set of Properties for which Lender has agreed to loan 70% or less of the contract purchase price for such Property (subject to Lender’s receipt of a satisfactory Appraisal):

(i) Commencing on the fifth (5^th) day of the month following the date of such Delayed Draw Term Note and on the fifth (5^th) day of each successive calendar month thereafter until the Delayed Draw Term Note Maturity Date, Borrower shall pay to Lender all accrued but unpaid interest on the outstanding principal of the Loan amount evidenced by such Delayed Draw Term Note (of which twelve (12) months is interest only); and

(ii) If Borrower has met each Delayed Draw Term Note Extension Condition and exercised the option(s) to extend the term of a Delayed Draw Term Note, commencing on the fifth (5^th) day of the thirteenth (13^th) month following the date of execution of such Delayed Draw Term Note and on the fifth (5^th) day of each calendar month thereafter until the applicable Delayed Draw Extended Term Note Maturity Date, Borrower shall pay to Lender equal, consecutive monthly payments of principal calculated by averaging the principal component for months 13 through the applicable Delayed Draw Extended Term Note Maturity Date resulting from amortizing the principal amount of the applicable Delayed Draw Term Note on a substantially linear basis over a term of three hundred sixty (360) months calculated at a fixed interest rate of four percent (4%). For the avoidance of doubt, it is acknowledged and agreed that the principal amount outstanding under such Delayed Draw Term Note shall bear interest at the Prime Rate, even though payments of principal will be calculated based on an amortization at a fixed rate of four percent (4%).

(b) For each Delayed Draw Term Note (such Delayed Draw Term Note shall be referred to in the applicable Delayed Draw Term Note as a “70% - 75% Loan to Cost Delayed Draw Term Note”) issued in connection with the acquisition by a Subsidiary Guarantor of any Property or set of Properties for which Lender has agreed to loan greater than 70% but less than or equal to 75% of the contract purchase price for such Property (subject to Lender’s receipt of a satisfactory Appraisal):

(i) Commencing on the fifth (5^th) day of the month following the date of such Delayed Draw Term Note and on the fifth (5^th) day of each successive calendar month thereafter until the Delayed Draw Term Note Maturity Date, Borrower shall pay to Lender all accrued but unpaid interest on the outstanding principal of the Loan amount evidenced by such Delayed Draw Term Note (of which six (6) months is interest only); and

(ii) Commencing on the fifth (5^th) day of the seventh (7^th) month following the date of execution of such Delayed Draw Term Note and on the fifth (5^th) day of each calendar month thereafter until the Delayed Draw Term Note Maturity Date, or if Borrower has met each Delayed Draw Term Note Extension Condition and exercised the option(s) to extend the term of a Delayed Draw Term Note, until the applicable Delayed Draw Extended Term Note Maturity Date, Borrower shall pay to Lender equal, consecutive monthly payments of principal calculated by averaging the principal component for months 7 through the Delayed Draw Term Note Maturity Date, or the applicable Delayed Draw Extended Term Note Maturity Date, resulting from amortizing the principal amount of the applicable Delayed Draw Term Note on a substantially linear basis over a term of three hundred sixty (360) months calculated at a fixed interest rate of four percent (4%). For the avoidance of doubt, it is acknowledged and agreed that the principal amount outstanding under such Delayed Draw Term Note shall bear interest at the Prime Rate, even though payments of principal will be calculated based on an amortization at a fixed rate of four percent (4%).

(c) For each Delayed Draw Term Note (such Delayed Draw Term Note shall be referred to in the applicable Delayed Draw Term Note as an “80% Loan to Cost Delayed Draw Term Note”) issued in connection with the acquisition by a Subsidiary Guarantor of any Property or set of Properties for which Lender has agreed to loan greater than 75% but less than or equal to 80% of the contract purchase price for such Property (subject to Lender’s receipt of a satisfactory Appraisal):

(i) Commencing on the fifth (5^th) day of the month following the date of such Delayed Draw Term Note and on the fifth (5^th) day of each successive calendar month thereafter until the Delayed Draw Term Note Maturity Date, Borrower shall pay to Lender all accrued but unpaid interest on the outstanding principal of the Loan amount evidenced by such Delayed Draw Term Note (of which three (3) months is interest only); and

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(ii) Commencing on the fifth (5^th) day of the fourth (4^th) month following the date of execution of such Delayed Draw Term Note and on the fifth (5^th) day of each calendar month thereafter until the Delayed Draw Term Note Maturity Date, or if Borrower has met each Delayed Draw Term Note Extension Condition and exercised the option(s) to extend the term of a Delayed Draw Term Note, until the applicable Delayed Draw Extended Term Note Maturity Date, Borrower shall pay to Lender equal, consecutive monthly payments of principal calculated by averaging the principal component for months 4 through the Delayed Draw Term Note Maturity Date, or the applicable Delayed Draw Extended Term Note Maturity Date, resulting from amortizing the principal amount of the applicable Delayed Draw Term Note on a substantially linear basis over a term of three hundred (300) months calculated at a fixed interest rate of four percent (4%) (each payment calculated under subpart (ii) of subsections (a), (b) and this subsection (c) are a “Scheduled Payment”). For the avoidance of doubt, it is acknowledged and agreed that the principal amount outstanding under such Delayed Draw Term Note shall bear interest at the Prime Rate, even though payments of principal and interest will be calculated at a fixed rate of four percent (4%).

2. Ratification; Fees and Expenses. Except as herein expressly modified or amended, all the terms and conditions of the Loan Documents are hereby ratified, affirmed, and approved. In consideration of Lender agreeing to this Fifth Amendment as herein provided, Borrower agrees to pay all fees and expenses incurred in connection with this Fifth Amendment.

3. Reaffirmation of Guaranty. Guarantor hereby ratifies, confirms, reaffirms and covenants that the Guaranty which it has executed is validly existing and binding against it under the terms of such Guaranty, as amended by this Fifth Amendment. Guarantor hereby reaffirms and restates, as of the date hereof, all covenants, representations and warranties set forth in the Guaranty and specifically reaffirms that its obligations under the Guaranty extend and apply for all purposes to the Loan Documents as amended herein.

4. No Defenses; Release. For purposes of this Paragraph 4, the terms “Borrower/Guarantor Parties” and “Lender Parties” shall mean and include Borrower, Guarantor and Lender, respectively, and each of their respective predecessors, successors and assigns, and each past and present, direct and indirect, parent, subsidiary and affiliated entity of each of the foregoing, and each past and present employee, agent, attorney-in-fact, attorney-at-law, representative, officer, director, shareholder, partner and joint venturer of each of the foregoing, and each heir, executor, administrator, successor and assign of each of the foregoing; references in this paragraph to “any” of such parties shall be deemed to mean “any one or more” of such parties; and references in this sentence to “each of the foregoing” shall mean and refer cumulatively to each party referred to in this sentence up to the point of such reference. As of the date hereof, Borrower and Guarantor hereby acknowledge, represent and agree that Borrower and Guarantor have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to (i) the Note, the Guaranty and the other Loan Documents or the indebtedness evidenced and secured thereby, (ii) any other documents or instruments evidencing, securing or in any way relating to the Loan, (iii) the administration or funding of the Loan, or (iv) any other transaction, matter or occurrence between any of the Borrower/Guarantor Parties and any Lender Parties with respect to the Loan or the Loan Documents including any acts or omissions of any Lender Parties with respect to the Loan or the Loan Documents (all of said defenses, setoffs, claims, counterclaims or causes of action being hereinafter referred to as “Loan Related Claims”). To the extent that Borrower or Guarantor may be deemed to have any Loan Related Claims, Borrower and Guarantor (a) do hereby expressly waive, release and relinquish any and all such Loan Related Claims, whether or not known to or suspected by Borrower and Guarantor and (b) shall not institute or cause to be instituted any legal action or proceeding of any kind based upon any Loan Related Claims. Borrower hereby reaffirms and restates, as of the date hereof, all covenants, representations and warranties set forth in the Loan Documents.

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5. No Novation. Borrower, Guarantor and Lender hereby acknowledge and agree that this Fifth Amendment shall not constitute a novation of the indebtedness evidenced by the Loan Documents, and further that the terms and provisions of the Loan Documents shall remain valid and in full force and effect except as may be hereinabove modified and amended.

6. No Waiver or Implication. Borrower and Guarantor hereby agree that nothing herein shall constitute a waiver by Lender of any default, whether known or unknown, which may exist under the Note or any other Loan Document. Borrower and Guarantor hereby further agree that no action, inaction or agreement by Lender, including, without limitation, any extension, indulgence, waiver, consent or agreement of modification which may have occurred or have been granted or entered into (or which may be occurring or be granted or entered into hereunder or otherwise) with respect to nonpayment of the Loan or any portion thereof, or with respect to matters involving security for the Loan, or with respect to any other matter relating to the Loan, shall require or imply any future extension, indulgence, waiver, consent or agreement by Lender. Borrower and Guarantor hereby acknowledge and agree that Lender has made no agreement, and is in no way obligated, to grant any future extension, indulgence, waiver or consent with respect to the Loan or any matter relating to the Loan.

7. No Release of Collateral. Borrower and Guarantor further acknowledge and agree that this Fifth Amendment shall in no way occasion a release of any collateral held by Lender as security to or for the Loan, and that all collateral held by Lender as security to or for the Loan shall continue to secure the Loan.

8. Successors and Assigns. This Fifth Amendment shall be binding upon and inure to the benefit of Borrower, Guarantor and Lender, and their respective heirs, successors and assigns, whether voluntary by act of the parties or involuntary by operation of law.

9. Document Protocols. This Fifth Amendment is governed by the Document Protocols set forth in Article 9 of the Loan Agreement, which are specifically incorporated herein as if fully set forth herein.

[Signatures appear on the following pages]

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IN WITNESS WHEREOF, this Fifth Amendment has been duly executed under seal by Borrower, Guarantor, and Lender, as of the day and year first above written.

BORROWER:
EXCHANGERIGHT REAL ESTATE, LLC a California limited liability company
By:	/S/ WARREN THOMAS
Name: Warren Thomas
Title: Managing Member
(SEAL)

[Signatures continue on the following page]

GUARANTOR:

/S/ DAVID FISHER

DAVID FISHER

SS/ JOSHUA UNGERECHT

JOSHUA UNGERECHT

/S/ WARREN THOMAS

WARREN THOMAS

EXCHANGERIGHT NET-LEASED

PORTFOLIO 54 DST, a Delaware statutory trust

By: ExchangeRight Asset Management, LLC

a California limited liability company, its Manager

By: ExchangeRight Real Estate, LLC

a California limited liability company, its sole member

By: /S/ WARREN THOMAS

Name: Warren Thomas

Title: Managing Member

(SEAL)

EXCHANGERIGHT ESSENTIAL INCOME

STRATEGY PROPERTIES 3, LLC,

a Delaware limited liability company

By: /S/ WARREN THOMAS

Warren Thomas, authorized person

(SEAL)

[Signatures continue on the following page]

AMERIS BANK, a Georgia banking corporation
By :	/S/ CHARLES MARKLEY
Name: Charles Markley
Title: Senior Vice President

EX-10.8(G)

Exhibit 10.8.g

SIXTH LOAN DOCUMENTS MODIFICATION AGREEMENT

THIS SIXTH LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Sixth Amendment”) is made as of the 15^th day of November, 2022, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, whose address is 1055 E. Colorado Boulevard, Suite 310 (“Borrower”), AMERIS BANK, a Georgia banking corporation, whose address is 3490 Piedmont Road N.E., Suite 750, Atlanta, Georgia 30305, Attn: Charles Markley (hereinafter referred to as “Lender”), DAVID FISHER, a Minnesota resident (“Fisher”), JOSHUA UNGERECHT, a California resident (“Ungerecht”), WARREN THOMAS, a California resident (“Thomas”; Thomas, Fisher and Ungerecht are each referred to herein individually and collectively as the context may require, an “Individual Guarantor”), EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company, and EXCHANGERIGHT NET-LEASED PORTFOLIO 56 DST, a Delaware statutory trust (each of the foregoing a “Subsidiary Guarantor”; Individual Guarantor and each Subsidiary Guarantor are each referred to herein individually and collectively as the context may require as a “Guarantor”).

BACKGROUND STATEMENT

Borrower and Lender are parties to that certain Loan Agreement, dated May 19, 2021, (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Loan Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to them in the Loan Agreement).

Certain obligations of Borrower provided for in the Loan Documents are guaranteed by Individual Guarantor pursuant to that certain Guaranty of Payment and Performance dated May 19, 2021 (as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, the “Original Guaranty”). Certain obligations of Borrower provided for in the Loan Documents are guaranteed by Subsidiary Guarantor pursuant to certain Joinders to Guaranty of Payment and Performance and Reaffirmation of Loan Agreement (each as amended, restated, supplemented or otherwise modified heretofore or hereinafter from time to time, a “Joinder to Guaranty”; the Original Guaranty and each Joinder to Guaranty are each referred to herein individually and collectively as the context may require as a “Guaranty”).

As of the date hereof, Borrower and Lender have agreed to modify the Loan Agreement to modify the payment provisions as further set forth herein. Guarantor has agreed to reaffirm the Guaranty, and the parties are entering into this Sixth Amendment to evidence their agreement.

AGREEMENT

FOR AND IN CONSIDERATION of the sum of Ten and No/100 Dollars ($10.00), the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1. Amendment of Loan Agreement. The terms of the Loan Agreement are hereby modified and amended, effective as of the date hereof, by:

(a) amending and restating the first paragraph of the recitals as follows:

As of the original date of this Loan Agreement, Borrower had applied to Lender for a loan in the principal amount of $40,000,000. On or around June 8, 2021, Borrower applied to Lender to increase such loan to the principal amount of $60,000,000; as of July 8, 2021, Borrower applied to Lender to further increase such loan to the principal amount of $85,000,000; as of December 13, 2021, Borrower applied to Lender to further increase such loan on an interim basis to the principal amount of $150,000,000; as of

December 28, 2021, the principal loan amount was reduced to $120,900,000; and following the sale of each Third Amendment Date Property, the principal amount of the Loan was reduced back to $85,000,000. Borrower and Lender have entered into this Loan Agreement to establish the terms and conditions of the disbursement of the Loan and the rights and obligations of Borrower with respect to the Loan and the Properties (as defined herein).

(b) amending and restating Section 2.3(a) as follows:

2.3(a) Interest Rate. The principal amount of the Loan will bear interest at the Prime Rate minus one-half percent (0.50%); provided, however, if the Prime Rate is equal to or less than 4.50%, then the principal amount of the Loan will bear interest at the Prime Rate.

(c) amending and restating Section 2.4(a)(ii) as follows:

(ii) If Borrower has met each Delayed Draw Term Note Extension Condition and exercised the option(s) to extend the term of a Delayed Draw Term Note, commencing on the fifth (5^th) day of the thirteenth (13^th) month following the date of execution of such Delayed Draw Term Note and on the fifth (5^th) day of each calendar month thereafter until the applicable Delayed Draw Extended Term Note Maturity Date, Borrower shall pay to Lender equal, consecutive monthly payments of principal calculated by averaging the principal component for months 13 through the applicable Delayed Draw Extended Term Note Maturity Date resulting from amortizing the principal amount of the applicable Delayed Draw Term Note on a substantially linear basis over a term of three hundred sixty (360) months calculated at a fixed interest rate of four percent (4%).

(d) amending and restating Section 2.4(b)(ii) as follows:

(ii) Commencing on the fifth (5^th) day of the seventh (7^th) month following the date of execution of such Delayed Draw Term Note and on the fifth (5^th) day of each calendar month thereafter until the Delayed Draw Term Note Maturity Date, or if Borrower has met each Delayed Draw Term Note Extension Condition and exercised the option(s) to extend the term of a Delayed Draw Term Note, until the applicable Delayed Draw Extended Term Note Maturity Date, Borrower shall pay to Lender equal, consecutive monthly payments of principal calculated by averaging the principal component for months 7 through the Delayed Draw Term Note Maturity Date, or the applicable Delayed Draw Extended Term Note Maturity Date, resulting from amortizing the principal amount of the applicable Delayed Draw Term Note on a substantially linear basis over a term of three hundred sixty (360) months calculated at a fixed interest rate of four percent (4%).

(e) amending and restating Section 2.4(c)(ii) as follows:

(ii) Commencing on the fifth (5^th) day of the fourth (4^th) month following the date of execution of such Delayed Draw Term Note and on the fifth (5^th) day of each calendar month thereafter until the Delayed Draw Term Note Maturity Date, or if Borrower has met each Delayed Draw Term Note Extension Condition and exercised the option(s) to extend the term of a Delayed Draw Term Note, until the applicable Delayed Draw Extended Term Note Maturity Date, Borrower shall pay to Lender equal, consecutive monthly payments of principal calculated by averaging the principal component for months 4 through the Delayed Draw Term Note Maturity Date, or the applicable Delayed Draw Extended Term Note Maturity Date, resulting from amortizing the principal amount of the applicable Delayed Draw Term Note on a substantially linear basis over a term of three hundred (300) months calculated at a fixed interest rate of four percent (4%) (each payment calculated under subpart (ii) of subsections (a), (b) and this subsection (c) are a “Scheduled Payment”).

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2. Amendment of Loan Documents. The terms of each other Loan Document are hereby modified and amended, effective as of the date hereof, by replacing all references to “$120,900,000” with “$85,000,000” and by replacing all references to “ONE HUNDRED TWENTY MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS” with “EIGHTY FIVE MILLION AND NO/100 DOLLARS.”

3. Ratification; Fees and Expenses. Except as herein expressly modified or amended, all the terms and conditions of the Loan Documents are hereby ratified, affirmed, and approved. In consideration of Lender agreeing to this Sixth Amendment as herein provided, Borrower agrees to pay all fees and expenses incurred in connection with this Sixth Amendment, including, but not limited to, a $1,000 fee for each of Borrower’s existing delayed draw term notes, equaling $7,000 in the aggregate.

4. Reaffirmation of Guaranty. Guarantor hereby ratifies, confirms, reaffirms and covenants that the Guaranty which it has executed is validly existing and binding against it under the terms of such Guaranty, as amended by this Sixth Amendment. Guarantor hereby reaffirms and restates, as of the date hereof, all covenants, representations and warranties set forth in the Guaranty and specifically reaffirms that its obligations under the Guaranty extend and apply for all purposes to the Loan Documents as amended herein.

5. No Defenses; Release. For purposes of this Paragraph 5, the terms “Borrower/Guarantor Parties” and “Lender Parties” shall mean and include Borrower, Guarantor and Lender, respectively, and each of their respective predecessors, successors and assigns, and each past and present, direct and indirect, parent, subsidiary and affiliated entity of each of the foregoing, and each past and present employee, agent, attorney-in-fact, attorney-at-law, representative, officer, director, shareholder, partner and joint venturer of each of the foregoing, and each heir, executor, administrator, successor and assign of each of the foregoing; references in this paragraph to “any” of such parties shall be deemed to mean “any one or more” of such parties; and references in this sentence to “each of the foregoing” shall mean and refer cumulatively to each party referred to in this sentence up to the point of such reference. As of the date hereof, Borrower and Guarantor hereby acknowledge, represent and agree that Borrower and Guarantor have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to (i) the Note, the Guaranty and the other Loan Documents or the indebtedness evidenced and secured thereby, (ii) any other documents or instruments evidencing, securing or in any way relating to the Loan, (iii) the administration or funding of the Loan, or (iv) any other transaction, matter or occurrence between any of the Borrower/Guarantor Parties and any Lender Parties with respect to the Loan or the Loan Documents including any acts or omissions of any Lender Parties with respect to the Loan or the Loan Documents (all of said defenses, setoffs, claims, counterclaims or causes of action being hereinafter referred to as “Loan Related Claims”). To the extent that Borrower or Guarantor may be deemed to have any Loan Related Claims, Borrower and Guarantor (a) do hereby expressly waive, release and relinquish any and all such Loan Related Claims, whether or not known to or suspected by Borrower and Guarantor and (b) shall not institute or cause to be instituted any legal action or proceeding of any kind based upon any Loan Related Claims. Borrower hereby reaffirms and restates, as of the date hereof, all covenants, representations and warranties set forth in the Loan Documents.

6. No Novation. Borrower, Guarantor and Lender hereby acknowledge and agree that this Sixth Amendment shall not constitute a novation of the indebtedness evidenced by the Loan Documents, and further that the terms and provisions of the Loan Documents shall remain valid and in full force and effect except as may be hereinabove modified and amended.

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7. No Waiver or Implication. Borrower and Guarantor hereby agree that nothing herein shall constitute a waiver by Lender of any default, whether known or unknown, which may exist under the Note or any other Loan Document. Borrower and Guarantor hereby further agree that no action, inaction or agreement by Lender, including, without limitation, any extension, indulgence, waiver, consent or agreement of modification which may have occurred or have been granted or entered into (or which may be occurring or be granted or entered into hereunder or otherwise) with respect to nonpayment of the Loan or any portion thereof, or with respect to matters involving security for the Loan, or with respect to any other matter relating to the Loan, shall require or imply any future extension, indulgence, waiver, consent or agreement by Lender. Borrower and Guarantor hereby acknowledge and agree that Lender has made no agreement, and is in no way obligated, to grant any future extension, indulgence, waiver or consent with respect to the Loan or any matter relating to the Loan.

8. No Release of Collateral. Borrower and Guarantor further acknowledge and agree that this Sixth Amendment shall in no way occasion a release of any collateral held by Lender as security to or for the Loan, and that all collateral held by Lender as security to or for the Loan shall continue to secure the Loan.

9. Successors and Assigns. This Sixth Amendment shall be binding upon and inure to the benefit of Borrower, Guarantor and Lender, and their respective heirs, successors and assigns, whether voluntary by act of the parties or involuntary by operation of law.

10. Document Protocols. This Sixth Amendment is governed by the Document Protocols set forth in Article 9 of the Loan Agreement, which are specifically incorporated herein as if fully set forth herein.

[Signatures appear on the following pages]

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IN WITNESS WHEREOF, this Sixth Amendment has been duly executed under seal by Borrower, Guarantor, and Lender, as of the day and year first above written.

BORROWER:
EXCHANGERIGHT REAL ESTATE, LLC a California limited liability company
By:	/S/ WARREN THOMAS
Name: Warren Thomas
Title: Managing Member (SEAL)

[Signatures continue on the following page]

GUARANTOR:

/S/ DAVID FISHER

DAVID FISHER

/S/ JOSHUA UNGERECHT

JOSHUA UNGERECHT

/S/ WARREN THOMAS

WARREN THOMAS

EXCHANGERIGHT NET-LEASED PORTFOLIO 56 DST, a Delaware statutory trust
By:	ExchangeRight Asset Management, LLC a California limited liability company, its Manager
	By:	ExchangeRight Real Estate, LLC a California limited liability company, its sole member
	By:	/S/ WARREN THOMAS

Name:	Warren Thomas
Title:	Managing Member
(SEAL)

EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company

    By: EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP, a Delaware limited partnership, its Sole Member

            By: EXCHANGERIGHT INCOME FUND, a Maryland statutory trust, its General Partner

                      By: EXCHANGERIGHT INCOME FUND TRUSTEE, LLC, a Delaware limited liability company, its Trustee

                                By: EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, its Sole Member and Manager

By:	/S/ WARREN THOMAS
Name: Warren Thomas
Title: Managing Member

[Signatures continue on the following page]

LENDER:
AMERIS BANK, a Georgia banking corporation
By:	/S/ CHARLES MARKLEY
Name: Charles Markley
Title: Senior Vice President
(SEAL)

EX-10.9

Exhibit 10.9

TAX PROTECTION AGREEMENT

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is entered into effective as of July 18, 2022 by and among ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (the “OP”), and each of the persons who becomes a party hereto from time to time by executing a joinder to this Agreement (each, a “Property Contributor” and collectively, the “Property Contributors”).

RECITALS

A. ExchangeRight Income Fund, a Maryland statutory trust (the “Trust”), has, in connection with the operation and formation of the Trust, contributed all of its assets, and will continue to contribute all of its assets, to the OP in exchange for units of partnership interests in the OP.

B. In connection with the formation and operation of the Trust, the OP has entered into (i) merger agreements with certain Delaware statutory trusts (“DSTs”) to acquire the real properties owned by such DSTs pursuant to a merger of each such DST with a subsidiary of the OP treated as a disregarded entity for U.S. federal income tax purposes, and (ii) contribution agreements with certain limited liability companies (“LLCs”) that own interests in real property to acquire the real property collectively owned by such LLCs pursuant to a contribution of the real property interests owned by such LLCs to the OP.

C. Each Property Contributor has elected to receive Class I Common Units of partnership interest in the OP (the “OP Units”) in connection with the applicable transaction described in Recital B above (each, and “Acquisition Transaction” and, collectively, the “Acquisition Transactions”) by following the instructions set forth in the Supplement to Confidential Private Placement Memorandum, dated July 18, 2022 (as amended and supplemented from time to time, the “Supplement”), including, but not limited to (i) completing and returning the Election Form attached to the Supplement as Appendix 1, (ii) qualifying as an “accredited investor” as defined in Section 501(a) of Regulation D of the Securities Act of 1933, as amended, and (iii) executing a joinder to this Agreement.

D. The Acquisition Transactions pursuant to which the Property Contributors will receive OP Units are intended to be treated as tax-deferred contributions under Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”) of an undivided interest in real property by such Property Contributor to the OP in exchange for the applicable OP Units (any real property an undivided interest in which is acquired by the OP in exchange for OP Units in such transaction, a “Contributed Property” and, collectively, the “Contributed Properties”).

E. Each Property Contributor and the OP desire to enter into this Agreement to, among other things, set forth certain terms and conditions upon which the OP agrees to hold and dispose of the Contributed Properties.

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AGREEMENT

1.1 Limitation on Transfer of Contributed Property.

Notwithstanding anything to the contrary in this Agreement or otherwise, including without limitation the OP’s governing documents:

(a) General Limitation. Except as set forth in Section 1.1(b) below, the OP shall not cause or voluntarily permit a transaction that, for U.S. federal income tax purposes, is treated as a sale, transfer, exchange, distribution, or disposition (collectively, a “Transfer”) of all or any portion of any Contributed Property or any interest therein during the Lockout Period (as defined in Section 1.1(d) below). For the avoidance of doubt, the OP shall not be treated as causing or voluntarily permitting a Transfer if all or any portion of a Contributed Property or any interest therein is sold, transferred, exchanged, distributed or disposed of (i) in the event of a refinancing, casualty, condemnation or other governmental taking of all or a portion of a Contributed Property, (ii) pursuant to the foreclosure of a loan secured, directly or indirectly, by all or a portion of a Contributed Property, (iii) in connection with the bankruptcy of any entity owning a direct or indirect interest in a Contributed Property, or (iv) as a result of the exercise by any Property Contributor or Successor Holder of its “Redemption Right” pursuant to the Amended and Restated Limited Partnership Agreement of the OP , as such Amended and Restated Limited Partnership Agreement may be amended and/or restated.

(b) Permitted Transfers. The OP may Transfer any Contributed Property if such Transfer constitutes (i) a like-kind exchange of all or any portion of the Contributed Property pursuant to Section 1031 of the Code, (ii) an involuntary conversion of all or any portion of the Contributed Property pursuant to Section 1033 of the Code except to the extent a reinvestment is not made pursuant to Section 1033 of the Code, (iii) any other transaction with respect to all or any portion of the Contributed Property that constitutes a non-recognition transaction pursuant to the Code, or (iv) a Transfer to any other person or entity, which is not a Subsidiary (as defined in Section 1.1(e) below) immediately prior to such Transfer, in connection with a merger, consolidation, sale or contribution of all or substantially all of the OP’s assets, or other similar corporate transaction; but if, and only if, with respect to a Transfer described in the forgoing clauses (i) through (iii), such Transfer does not result in either (or both) an allocation or the recognition of income or gain, to or by a Property Contributor or Successor Holder (as defined in Section 1.11 below), on account of or attributable to Built-in Gain (as defined in Section 1.1(c) below) allocable to such Property Contributor or Successor Holder. In the event of an involuntary condemnation or casualty of all or any portion of a Contributed Property, the OP shall use reasonable efforts to replace the Contributed Property (or such relevant portion thereof) with replacement property in a transaction qualifying under Section 1033 of the Code.

(c) For purposes of this Agreement, with regard to any Property Contributor (i) the term “Contributed Property” includes only the Contributed Properties in which such Property Contributor held an interest prior to the Acquisition Transactions (whether directly or indirectly through a DST), and any replacement property received in exchange for all or a portion of any such Contributed Properties pursuant to Section 1031 of the Code, Section 1033 of the Code or any other Code provision that provides for the non-recognition of income or gain (including all subsequent replacements pursuant to any such sections or Code provisions), and (ii) the term “Built-in Gain” means, with respect to a Property Contributor, the amount by which (A) the fair market value

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attributable to the undivided interest in Contributed Property treated as contributed by such Property Contributor to the OP in a tax-deferred contribution under Section 721 of the Code in exchange for OP Units exceeds (B) the portion of the OP’s adjusted tax basis in such Contributed Property for U.S. federal income tax purposes attributable to such undivided interest, each as of the date on which the OP acquires such Contributed Property in the applicable Acquisition Transaction.

(d) Termination of the Lockout Period. The restriction on Transfer set forth in this Section 1.1 shall automatically terminate upon the expiration of the Lockout Period. For purposes of this Agreement, the “Lockout Period” with respect to any Property Contributor shall commence on the date hereof and expire on the earlier of (i) the seventh (7^th) anniversary of the last Acquisition Transaction in connection with which such Property Contributor receives OP Units and (ii) such time as (A) none of the OP Units received by such Property Contributor in connection with an Acquisition Transaction remain outstanding, (B) all of the OP Units received by such Property Contributor in connection with an Acquisition Transaction have been transferred in taxable transactions, or (C) all of the OP Units received by such Property Contributor in connection with an Acquisition Transaction have been the subject of a tax basis adjustment pursuant to Section 743 of the Code as a result of the death of a partner in the OP holding OP Units or a direct or indirect owner of such partner.

(e) Subsidiaries and Successors. In furtherance of the provisions of this Agreement, any entity controlled by the OP or under common control with the OP (as “Subsidiary”) shall be bound by all of the limitations and restrictions to which the OP is subject hereunder as if such entity were originally a signatory to this Agreement in lieu of the OP.

1.2 Opportunity to Enter into Guarantee.

The OP will use commercially reasonable efforts to (a) identify each Property Contributor that requires an allocation of an amount of the OP’s indebtedness pursuant to Section 752 of the Code so that such Property Contributor will not be required to recognize taxable gain that would not have been recognized but for the deemed distribution of cash from the OP to the Property Contributor under Section 752 of the Code in connection with the Acquisition Transaction pursuant to which such Property Contributor elects to receive OP Units, (b) estimate the amount of the OP’s indebtedness required to be so allocated to each such Property Contributor and (c) provide each such Property Contributor reasonable notice, in advance of such Acquisition Transaction, of such estimated amount. The OP intends to provide each such Property Contributor with the opportunity to elect to revoke its election to receive OP Units pursuant to the applicable Acquisition Transaction and, instead, to receive cash pursuant thereto, and, if such Property Contributor does not revoke such election to receive OP Units, to offer to such Property Contributor the opportunity, on such terms and conditions as may be determined by the OP in its sole discretion and subject to any consent reasonably required from any third parties, to enter into an agreement with the OP or an affiliate thereof so that such Property Contributor shall bear the economic risk of loss as to such amount of the OP’s indebtedness by undertaking a guarantee of such indebtedness, where, in the absence of such undertakings, the Property Contributor likely would not be allocated sufficient indebtedness of the OP under Section 752 of the Code to avoid the recognition of taxable gain as a result of a deemed distribution of cash from the OP to the Property Contributor under Section 752 of the Code. Notwithstanding the foregoing and for the avoidance of doubt, the OP shall have no obligation or liability to any Property Contributor or Successor Holder under this Agreement for the amount of any Taxes (as defined in Section 1.3(b)

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below) resulting from a deemed distribution of cash from the OP to such Property Contributor or Successor Holder under Section 752 of the Code, regardless of whether such Property Contributor or Successor Holder undertakes a guarantee of any of the OP’s indebtedness.

1.3 Payment of Tax Liability.

(a) Tax Liability Payment Obligation. In the event that the OP violates or breaches its obligations as set forth in Section 1.1 and Section 1.5 with respect to any Contributed Property attributable to a Property Contributor (collectively, the “Tax-Related Covenants”), the sole right of such Property Contributor and/or any Successor Holder of such Property Contributor shall be to receive from the OP, and the OP shall pay to such Property Contributor or Successor Holder, as damages, an amount equal to such Property Contributor’s or Successor Holder’s Tax Liability, as determined hereunder. The term “Tax Liability” means:

(i) With respect to a breach by the OP of any of Section 1.1, the amount of Taxes resulting from income and/or gain allocated to or recognized by the applicable Property Contributor or Successor Holder which is either on account of or attributable to the then-remaining portion of the Built-in Gain (within the meaning of Section 704(c) of the Code) allocable to such Property Contributor or Successor Holder, as the case may be, as of the date of the breach of the Tax-Related Covenant;

(ii) With respect to the use of a method of allocating items of income, gain, loss, and/or deduction from the applicable Contributed Property to adjust for the Built-in Gain other than the method provided for in Section 1.5 (to the extent the method provided for in Section 1.5 is then permissible under the Code and the regulations promulgated thereunder), the amount of Taxes attributable to the excess, if any, of (A) the amount of income and gain allocated to the applicable Property Contributor or Successor Holder pursuant to the inappropriate method, over (B) the amount of income and gain that would have been allocated to such Property Contributor or Successor Holder pursuant to the method provided for in Section 1.5.

Any and all payments made by the OP to a Property Contributor or Successor Holder pursuant to this Section 1.3 shall be treated as payments governed by Section 707(a) of the Code, namely, payments made by a partnership to persons who do not constitute partners of such partnership, and shall have no effect on the capital accounts maintained by the OP with respect to such Property Contributor or Successor Holder (other than to the extent such payments are treated as net losses, expense allocations or result in depreciation or amortization expenses that are allocated to the OP’s partners, including such Property Contributor or Successor Holder, generally).

For purposes of determining the Tax Liability and the amount of Taxes (as defined in Section 1.3(b) below) incurred by a Property Contributor or Successor Holder (i) unless specifically allocated to such Property Contributor or Successor Holder (and not to the other partners of the OP), no items of loss, credit, or deduction, whether attributable to earlier years, the current year, or future years, shall be taken into account to reduce or offset the income and/or gain taken into account in determining the Tax Liability and the Taxes, (ii) the Tax Liability and the Taxes of such Property Contributor or Successor Holder shall be determined by applying to the applicable income and/or gain the actual U.S. federal and state marginal income Tax rates that

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would be applicable to such Property Contributor or Successor Holder, as the case may be (taking into account the character of such income or gain, and the deductibility, if any, of state and local taxes for U.S. federal income tax purposes, and subject to reduction to the extent the recipient of such income is subject to no or to reduced state or local income tax rates with respect to such income) for the year with respect to which the Taxes must be paid, without regard to any deductions, losses or credits that may be available to such Property Contributor or Successor Holder that would reduce or offset their actual taxable income or actual tax liability if such deductions, losses or credits, to the extent not attributable to the holding of OP Units, could be utilized by such Property Contributor or Successor Holder, as applicable, to offset other income, gain or taxes of such Property Contributor or Successor Holder, either in the current year, in earlier years, or in later years, and (iii) the amount of Taxes that would thereafter be required to be paid on any amount received hereunder shall be taken into account (less any current net losses or current expenses allocable to such Property Contributor or Successor Holder as a result of the OP’s payments of amounts thereto pursuant to this Agreement).

(b) The OP shall have no obligation or liability under this Agreement to any Property Contributor who elects to receive both cash and OP Units in connection with an Acquisition Transaction for the amount of any Taxes (as defined in Section 1.3(b) below) resulting from the deemed taxable sale of an undivided interest in real property in exchange for the amount of cash received by such Property Contributor in such Acquisition Transaction.Taxes Defined. As used herein, the term “Taxes” means any and all net income or franchise taxes based on net income, any alternative or add-on minimum taxes, together with any interest, penalty, addition to tax and all other additional amounts imposed thereon if such interest, penalty, addition to tax or other additional amount is imposed as the result of a breach of the Tax-Related Covenants.

(c) Property Contributor’s Tax Liability. For purposes of this Agreement, if a Property Contributor or Successor Holder is, for U.S. federal income tax purposes, a partnership, an S corporation, a trust, or any other type of pass-through entity for tax purposes (collectively, “Pass-Through Entities”), then substantially all computations of (i) the amounts of Taxes of such Property Contributor or Successor Holder and (ii) the amount of the payments due from the OP, shall be made by computing the Taxes to be paid by the partners, shareholders, beneficiaries and/or interest holders of such Pass-Through Entities (and to the extent that any such partners, shareholders, beneficiaries and/or interest holders of such Pass-Through Entities are themselves Pass-Through Entities, the same principles shall apply in determining the Taxes required to be paid by such partner, shareholder, beneficiary and/or other interest holder).

(d) Timing of Tax Liability Payment. In the event the OP breaches or violates any one or more of the Tax-Related Covenants with regard to any Property Contributor, the OP shall promptly provide to such Property Contributor and/or its Successor Holder(s), as applicable, notice of the transaction or event giving rise to such breach or violation, and in no event later than such time as the OP provides to such Property Contributor and/or Successor Holder(s) the Schedule K- 1s to the OP’s U.S. federal income tax return for the year of the breach or violation as required in accordance with the OP’s governing documents. All payments required under this Section 1.3 to be made to any Property Contributor or affected Successor Holder shall be made to such Property Contributor or Successor Holder(s), as applicable, not later than the date on which

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the underlying tax payment is finally due (taking into account any applicable extensions), but in no event is any such payment required to be made sooner than thirty (30) business days after receipt by the OP of a written claim from such Property Contributor or affected Successor Holder(s) therefor. If the OP disagrees with the computation of the amount required to be paid in respect of such breach or violation, the procedures in Section 1.4(b) below shall apply and the payment shall be due within ten (10) business days after the earlier of a determination by the Accounting Firm (as defined in Section 1.4(b) below). The written claim made by a Property Contributor or Successor Holder shall set forth a detailed calculation of the Tax Liability and the Taxes of such Property Contributor or the Successor Holder (to the extent such a calculation can be made without the assistance of the OP) and shall provide the OP with such evidence or verification as the OP may reasonably-require as to the items necessary to confirm the calculation of the Tax Liability of such Property Contributor or Successor Holder and the OP shall cooperate with such Property Contributor or Successor Holder by timely providing all information reasonably requested by such Property Contributor or Successor Holder to enable such Property Contributor or Successor Holder to determine the amount of the payment to be made by the OP pursuant to this Section 1.3.

1.4 Rights and Remedies of the Property Contributor.

(a) Exclusive Rights and Remedies. Notwithstanding any provision of this Agreement, each Property Contributor agrees that the sole and exclusive rights and remedies to which it and/or any of its Successor Holders may be entitled at law or in equity for a breach or violation of any of the Tax-Related Covenants by the OP shall be a claim for damages, against the OP, computed as set forth in Section 1.3 above, and neither such Property Contributor nor any of its Successor Holders shall be entitled to pursue a claim for specific performance of the Tax-Related Covenants.

(b) Failure to Agree. If any Property Contributor or Successor Holder notifies the OP of a claim (each, a “Tax Claim Notice”) that the OP has breached or violated one or more of the Tax-Related Covenants with regard to such Property Contributor or Successor Holder, the OP and such Property Contributor or Successor Holder, as applicable, shall negotiate in good faith to resolve any disagreements regarding any such breach or violation, including any disagreement regarding the calculation of the Tax Liability of such Property Contributor or Successor Holder. If any such disagreement cannot be resolved by the OP and such Property Contributor or Successor Holder, within sixty (60) days after receipt by the OP of the calculation of the Tax Liability referred to in Section 1.3, the OP shall retain an independent public accounting firm (an “Accounting Firm”) (which, for the avoidance of doubt, may be the same Accounting Firm retained to make a single determination for any similarly-affected Property Contributor or Successor Holder) to act as an arbitrator to resolve as expeditiously as possible all points of any such disagreement (including, without limitation, whether a breach of the Tax-Related Covenants has occurred and, if so, the amount of the damages to which such Property Contributor or Successor Holder is entitled as a result thereof, determined as set forth in Section 1.3). All determinations made by the Accounting Firm with respect to the resolution of whether a breach of the Tax-Related Covenants has occurred and the amount of the damages payable to such Property Contributor or Successor Holder under Section 1.3 shall be final, conclusive and binding on the OP, and such Property Contributor or Successor Holder. The fees and expenses of any Accounting Firm(s) incurred in connection with any such determination shall be shared equally by the OP and the Property Contributor or Successor Holder.

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1.5 Tax Accounting.

Notwithstanding anything contained in the OP governing documents to the contrary, to the extent permissible under the Code and the regulations promulgated thereunder, the OP agrees to use the “traditional” method as set forth in Section 1.704-3(b) of the Treasury regulations promulgated under the Code, to adjust for discrepancies between the agreed upon value of the various components of the Contributed Property and the adjusted tax basis of such components (i.e., the Built-in Gain). For the avoidance of doubt, the OP acknowledges that the “traditional” method as set forth in Section 1.704-3(b) of the Treasury regulations promulgated under the Code is a permissible method to adjust for discrepancies in Built-in Gain as of the date hereof.

1.6 Entire Agreement; Amendment.

This Agreement, including any schedules and other documents referred to herein or furnished pursuant hereto, together with the OP’s governing documents and the exhibits and other documents referred to therein or furnished pursuant thereto, constitute the entire agreement among the parties hereto with respect to the transactions contemplated herein, supersede all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein; provided that in the event of any conflict between the terms of this Agreement and any other agreement, the terms of this Agreement shall apply to the parties. No amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed and delivered by the OP and Property Contributors and Successor Holders.

1.7 Waiver.

No delay or failure on the part of any party hereto in exercising any right, power or privilege under this Agreement or under any other documents furnished in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver shall be valid against any party hereto unless made in writing and ·signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein.

1.8 Severability.

If any part of any provision of this Agreement or any other agreement or document given pursuant to or in connection with this Agreement shall be invalid or unenforceable in any respect, such part shall be ineffective to the extent of such invalidity or unenforceability only without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

1.9 Governing Law; Jurisdiction and Venue.

This Agreement, the rights and obligations of the parties hereto, and any claim or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (excluding the choice of law rules thereof). Each of the parties agrees that it shall not bring any claim, action or proceeding against any other parties hereto relating to this Agreement or the transactions contemplated hereby in any court other than courts of the State of Delaware.

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1.10 Notices.

All notices, demands, requests, or other communications which may be or are required to be given, served, or sent by any party to any other party pursuant to this Agreement shall be in writing and shall be hand delivered, sent by overnight courier or mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by facsimile, telegram, telecopy or telex, addressed as follows:

(a) If to any Property Contributor or Successor Holder, then to the address of record for such Property Contributor or Successor Holder on the books and records of the OP.

(b) If to the OP:

ExchangeRight Income Fund Operating Partnership, LP, 1055 E. Colorado Blvd.

Suite 310

Pasadena, CA 91106

Telephone: 1-855-317-4448

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication which shall be hand delivered, sent or mailed in the manner described above, shall be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the confirmation receipt being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

1.11 Successor Holders; Third Party Beneficiaries.

(a) For purposes of this Agreement, “Successor Holder” shall mean any person to whom a Property Contributor or Successor Holder transfers or conveys all or a portion of the OP Units held by it for estate planning purposes, including a transfer or conveyance to (i) parents, spouses, siblings, descendants, and/or ancestors by such Property Contributor or Successor Holder or an individual who owns an interest in such Property Contributor or Successor Holder, and (ii) trusts, family trusts, partnerships, limited liability companies, family limited partnerships or other entities established for estate planning purposes by such Property Contributor or Successor Holder or an individual who owns an interest in such Property Contributor or Successor Holder.

(b) Successor Holders are expressly made third party beneficiaries of this Agreement and are entitled to all of the rights and privileges of this Agreement, and are subject to the terms and obligations of this Agreement, as if they were signatories hereto. No amendment of this Agreement shall relinquish, limit or modify in any adverse manner any of the rights and privileges of any Property Contributor or Successor Holder hereunder unless approved in accordance with Section 1.6.

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1.12 Change in Tax Law; Withholding Taxes.

Notwithstanding anything to the contrary in this Agreement, if, at any time following the execution of this Agreement, there occurs a change in the tax laws or interpretation thereof that, in the reasonable discretion of the parties, adversely affects in any material respect the rights provided the Property Contributors and/or Successor Holders hereunder, (i) the OP agrees to reasonably cooperate (at no cost to the OP) with the Property Contributors and/or Successor Holders to mitigate the consequences of such change, and (ii) the OP shall have no obligation or liability to the Property Contributors and/or Successor Holders under this Agreement to the extent that the OP’s inability to comply with the provisions of this Agreement are attributable to such change in the tax laws or interpretation thereof. The OP shall be entitled to deduct and withhold from amounts otherwise payable in connection with this Agreement, all amounts as are required to be deducted or withheld from such amounts under the Code, the rules and regulations promulgated thereunder, and any other provisions of U.S. federal, state, local or non-U.S. tax or other laws. Any such withheld amounts shall be (i) timely paid or remitted to the applicable governmental or taxing authority and (ii) treated as having been paid to the person in respect of which such deduction or withholding was made.

1.13 Headings.

Section headings contained in this Agreement are inserted for convenience or reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

1.14 Execution in Counterparts.

To facilitate execution, this Agreement may be executed in as many counterparts as may be required. It shall not be necessary that the signatures of, or on behalf of, each party or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all of the parties hereto.

1.15 Recourse to OP.

ANY OBLIGATION OR LIABILITY WHATSOEVER OF THE OP THAT MAY ARISE AT ANY TIME UNDER THIS AGREEMENT OR ANY OBLIGATION OR LIABILITY WHICH MAY BE INCURRED BY EITHER OF THEM PURSUANT TO ANY OTHER INSTRUMENT, TRANSACTION OR UNDERTAKING CONTEMPLATED HEREIN SHALL BE SATISFIED, IF AT ALL, OUT OF THE ASSETS OF THE OP ONLY. NO SUCH OBLIGATION OR LIABILITY SHALL BE PERSONALLY BINDING UPON, NOR SHALL RESORT FOR THE ENFORCEMENT THEREOF BE HAD TO, THE PROPERTY OR ASSETS OF ANY OF ITS PARTNERS, OFFICERS, EMPLOYEES OR AGENTS, REGARDLESS OF

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WHETHER SUCH OBLIGATION OR LIABILITY IS IN THE NATURE OF CONTRACT, TORT OR OTHERWISE.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the OP has caused this Agreement to be executed as of the date first written above.

EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP, a Delaware limited partnership
By: EXCHANGERIGHT INCOME FUND, a Maryland statutory trust, its sole general partner
By:	/S/ WARREN THOMAS
	Warren Thomas, Secretary

Signature Page – Tax Protection Agreement

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EX-21.1

EXHIBIT 21.1

ExchangeRight Income Fund

(dba ExchangeRight Essential Income REIT)

Subsidiaries of the Registrant

Subsidiary	Jurisdiction of Organization	Formation Date
ExchangeRight Income Fund Operating Partnership, LP	DE	1/9/2019
ExchangeRight Income Fund GP, LLC	DE	1/9/2019
ExchangeRight Income Fund Properties, LLC	DE	1/9/2019
ExchangeRight Income Fund RSLCA, LLC	DE	2/19/2019
ExchangeRight Income Fund Trustee, LLC	DE	1/9/2019
ExchangeRight Net Leased Portfolio 2 DST	DE	7/8/2012
ExchangeRight Net Leased Portfolio 3 DST	DE	12/5/2012
ExchangeRight NLP 3 Master Lessee, LLC	CA	1/7/2013
ExchangeRight Net Leased Portfolio 4 DST	DE	2/8/2013
ExchangeRight NLP 4 Master Lessee, LLC	CA	8/20/2013
ExchangeRight Net Leased Portfolio 5 DST	DE	10/25/2013
ExchangeRight NLP 5 Master Lessee, LLC	CA	12/9/2013
ExchangeRight Net Leased Portfolio 6 DST	DE	3/10/2014
ExchangeRight NLP 6 Master Lessee, LLC	CA	3/12/2014
ExchangeRight Net Leased Portfolio 7 DST	DE	6/24/2014
ExchangeRight NLP 7 Master Lessee, LLC	CA	7/18/2017
ExchangeRight Net Leased Portfolio 8 DST	DE	11/3/2014
ExchangeRight Net Leased Portfolio 9 DST	DE	1/20/2015
ExchangeRight NLP 9 Master Lessee, LLC	CA	1/20/2015
ExchangeRight Net Leased Portfolio 10 DST	DE	5/21/2015
ExchangeRight NLP 10 Master Lessee, LLC	DE	8/12/2015
ExchangeRight Net Leased Portfolio 11 DST	DE	9/23/2015
ExchangeRight NLP 11 Master Lessee, LLC	DE	10/1/2015
ExchangeRight Net Leased Portfolio 12 DST	DE	1/8/2016
ExchangeRight Net Leased Portfolio 13 DST	DE	5/23/2016
ExchangeRight NLP 13 Master Lessee, LLC	DE	5/25/2016
ExchangeRight Net Leased Portfolio 14 DST	DE	9/1/2016
ExchangeRight NLP 14 Master Lessee, LLC	DE	9/1/2016
ExchangeRight Net Leased Portfolio 15 DST	DE	1/6/2017
ExchangeRight NLP 15 Master Lessee, LLC	DE	1/6/2017
ExchangeRight Net Leased Portfolio 16 DST	DE	3/1/2017
ExchangeRight NLP 16 Master Lessee, LLC	DE	3/2/2017
ExchangeRight Net Leased Portfolio 17 DST	DE	5/26/2017
ExchangeRight NLP 17 Master Lessee, LLC	DE	5/18/2017
ExchangeRight Net Leased Portfolio 18 DST	DE	8/8/2017
ExchangeRight NLP 18 Master Lessee, LLC	DE	8/8/2017
ExchangeRight Net Leased Portfolio 19 DST	DE	11/6/2017
ExchangeRight NLP 19 Master Lessee, LLC	DE	11/6/2017
ExchangeRight Net Leased Portfolio 21 DST	DE	1/10/2018
ExchangeRight NLP 21 Master Lessee, LLC	DE	1/9/2018
ExchangeRight Income Fund Properties, LLC	DE	1/9/2019
ExchangeRight Essential Income Strategy Properties 2, LLC	DE	9/16/2020
ExchangeRight Essential Income Strategy Properties 3, LLC	DE	9/30/2020
ExchangeRight Essential Income Strategy Properties 4, LLC	DE	11/9/2022
ExchangeRight Essential Income Strategy Properties 5, LLC	DE	12/8/2022
ExchangeRight Essential Income Strategy Properties 6, LLC	DE	1/4/2023
ExchangeRight Essential Income Strategy General Real Estate, LLC	DE	3/11/2019
Essential Income Strategy DST Lender, LLC	DE	8/17/2022