On December 21, 2021, the Company entered into a purchase and sale agreement (the “MTR Agreement”) with BBL Current Owner, LLC (“BBL Current”) to acquire a mixed-use property in Williamsburg, Virginia known as Midtown Row for a purchase price of $122.0 million in cash (the “Midtown Row Acquisition”). On July 1, 2022, the MTR Agreement automatically terminated in accordance with its terms (the “Termination”) as a result of the closing not occurring by June 30, 2022.

On September 1, 2022, the Company and BBL Current entered into a third amendment and reinstatement of the MTR Agreement (the “MTR Amendment”), pursuant to which the MTR Agreement was fully reinstated, subject to the terms of the MTR Amendment. The MTR Amendment increased the purchase price for the Midtown Row Acquisition to $123.3 million. Pursuant to the terms of the MTR Amendment, the purchase price will be paid in cash and not less than $5.0 million of common OP units and newly designated Series A convertible preferred OP units (“Preferred Units”). The common OP units and Preferred Units will be valued at $2.00 per unit for purposes of the MTR Agreement. See Note 13 under the heading “—Management Fees” for more information about this related party transaction.

In connection with the initial execution of the MTR Agreement, the Company made a deposit of $0.2 million. Pursuant to the MTR Amendment, the Company was required to make an additional deposit of $0.25 million, as well as pledge $0.3 million in development fees to which a subsidiary of the Company is entitled (the “Pledge Deposit”). In addition, the Company is required to make an additional deposit of $1.25 million (the “Reserve Deposit”) upon the release of certain reserve funds held by the Basis Lender (as defined below), the payment of which is guaranteed by the Company. In the event the Company defaults on its obligation to complete the Midtown Row Acquisition, (i) the Reserve Deposit, if not already provided, will become immediately due and payable by the Company and (ii) the Company will forfeit all deposits (including the Pledge Deposit) under the MTR Agreement and the MTR Amendment.

Under the MTR Amendment, the outside closing date of the Midtown Row Acquisition was extended to November 23, 2022. The Midtown Row Acquisition is subject to customary closing conditions and is subject to the Company obtaining financing. There can be no assurances that these conditions will be satisfied or that the Company will complete the Midtown Row Acquisition on the terms described herein or at all.

On February 8, 2022, the Company entered into a purchase and sale agreement (the “Initial Colfax Agreement”) to acquire a land parcel for a purchase price of $2.5 million in cash. On July 1, 2022, the Initial Colfax Agreement automatically terminated in accordance with its terms as a result of the closing not occurring by June 30, 2022. In connection with the termination of the Initial Colfax Agreement, the Company forfeited its $0.3 million deposit. During the nine months ended September 30, 2022, the Company recognized approximately $0.3 million of real estate related acquisition costs within General and administrative in its consolidated statement of operations related to the forfeiture of the deposit.

On September 29, 2022, the Company entered into a second purchase and sale agreement (the “Second Colfax Agreement”) to acquire the above land parcel for $2.3 million in cash (the “Colfax Land Parcel Acquisition”). Pursuant to the Second Colfax Agreement, the Company made a deposit of $0.1 million in October 2022. The Second Colfax Agreement is subject to customary closing conditions.

There can be no assurances that these conditions will be satisfied or that the Company will complete the Colfax Land Parcel Acquisition on the terms described herein or at all.

The following table contains information regarding the geographic concentration of the properties in the Company’s portfolio as of September 30, 2022, which includes rental income for the nine months ended September 30, 2022 and 2021.


(dollars in thousands)	Number of Properties	Gross Real Estate Assets		Percentage of Total Real Estate Assets			Rental income for the nine months ended September 30,
Location	September 30, 2022	September 30, 2022		September 30, 2022			2022		2021
Maryland(1)	6	$	101,741		38.9	%	$	9,579	$	7,342
Virginia	5		85,181		32.5	%		5,502		4,456
Pennsylvania	1		28,448		10.9	%		1,589		1,909
Washington D.C.	1		8,439		3.2	%		495		423
Colorado	2		37,985		14.5	%		3,869		499
	15	$	261,794		100.0	%	$	21,034	$	14,629

(1)

Rental income for the nine months ended September 30, 2021 includes less than $0.1 million of ground rental revenue under the ground lease for the parcel of land acquired in January 2020. The ground lease was terminated upon the completion of the Company's acquisition of Cromwell Field Shopping Center on May 26, 2021.