What changed in this filing

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Item 1A. Risk Factors

2020-11-13 compared with 2020-08-14 · 1421 added, 123 removed, 17 unchanged (99% of the section changed)

Except as set forth

below, there have been no material changes from the risk factors disclosed in the section entitled “Risk Factors”

our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended

March 31, 2020.

The following risk

factors are intended to supplement the risk factors previously disclosed.

The novel coronavirus (COVID-19)

pandemic and measures being taken to prevent its spread, including government-imposed travel related limitations, could (i) negatively

impact demand for USPS services and post office properties which would have a material adverse effect on our business, results

of operations and financial condition and (ii) delay our ability to complete acquisitions in the near-term.

The ongoing novel coronavirus

(COVID-19) pandemic and measures being taken to prevent its spread has resulted in a reduction in foot traffic in many public places,

including post office properties.

A continued reduction in the use of in-person services may reduce the demand for post office

properties by the USPS and our results of operations could decline as a result.

The ongoing novel coronavirus (COVID-19) pandemic

has also caused a decline in mail volume, particularly in advertising conducted through the mail.

Early estimates suggest that

mail volume could decline by as much as 60% as compared to the previous year and by as much as 50% in the USPS’s second quarter

of 2020, which runs from April through June.

The USPS has predicted that it could lose as much as $23 billion in revenues over

the next 18 months.

Continued reduction or permanent changes to mail volume could reduce demand for postal properties and materially

adversely affect our result of operations.

Further, although the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which

was recently signed into law and remains subject to approval by the U.S.

Treasury Department, includes a $10 billion loan to the

USPS, there can be no assurances that this financing will be approved or sufficient to sustain USPS operations in light of current

shortfalls resulting from reduced mail volumes.

Additionally, the conditions precedent to receiving the $10 billion loan may include

significant increases in fees charged by the USPS to companies such as Amazon, Inc.

for package delivery services.

Such increase

may reduce demand for the USPS's package delivery services and materially adversely affect our results of operations.

date of this Quarterly Report, the USPS has not received any portion of the contemplated $10 billion loan.

The following risk factors update and

supplement the risk factors disclosed in the section entitled “Risk Factors”

of our Annual Report on Form 10-K for

the year ended December 31, 2019, and in Part II, Item 1A.

of our Quarterly Reports on Form 10-Q for the three months ended March

31, 2020 and June 30, 2020, respectively.

Risks Related to the USPS

Our business is substantially dependent on the demand for post office space.

The USPS’s inability to meet its financial obligations may have a material adverse effect on our business.

The USPS has a substantial amount of indebtedness.

The USPS is subject to congressional oversight and regulation by the Postal Regulatory Commission (the “PRC”) and other agencies.

The business and results of operations of the USPS are significantly affected by competition from both competitors in the delivery marketplace as well as substitute products and digital communication.

The USPS’s potential insolvency, inability to pay rent or bankruptcy may have a material adverse effect on our business.

Our properties may have a higher risk of terrorist attacks.

The ongoing novel coronavirus (“COVID-19”) pandemic and measures being taken to prevent its spread, including government-imposed travel related limitations, could negatively impact the USPS.

We have begun to adopt and utilize the USPS’s revised form of our modified double-net lease.

Changes in leadership, structure, operations and strategy within the USPS may disrupt our business.

Litigation involving the USPS, including those related to changes in the USPS’s operations, the 2020 presidential election and mail-in voting, may disrupt our business.

Risks Related to Our Business Operations

We may be unable to acquire and/or manage additional USPS-leased properties at competitive prices or at all.

We currently have a concentration of post office properties in Pennsylvania, Wisconsin, Texas, Maine, Oklahoma and Illinois and are exposed to changes in regional

or local conditions in these states.

We may be unable to renew leases or sell vacated properties on favorable terms, or at all, as leases expire.

Property vacancies could result in significant capital expenditures and illiquidity.

As of November 11, 2020, the leases at 52 of our properties were expired and the USPS is occupying such properties as a holdover tenant.

Our use of OP Units as consideration to acquire properties could result in stockholder dilution and/or limit our ability to sell such properties.

Post office properties are illiquid.

Our real estate taxes for properties where we are not reimbursed could increase.

Increases in mortgage rates or unavailability of mortgage debt may make it difficult for us to finance or refinance our debt.

Mortgage debt obligations expose us to the possibility of foreclosure.

Changes in the method pursuant to which the reference rates are determined and the phasing out of LIBOR may affect our financial results.

Covenants in our debt agreements could adversely affect our financial condition.

Failure to hedge effectively against interest rate changes may have a material adverse effect on our business.

Our success depends on key personnel whose continued service is not guaranteed.

Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’

financial condition and disputes between us and our co-venturers.

We face cybersecurity risks and risks associated with security breaches.

Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all.

We could incur significant costs and liabilities related to environmental matters.

Our properties may contain or develop harmful mold or suffer from other air quality issues.

We are subject to risks from natural disasters, such as earthquakes and severe weather, and the risks associated with the physical effects of climate change.

Our properties may be subject to impairment charges.

Our title insurance policies may not cover all title defects.

We may incur significant costs complying with various federal, state and local laws, regulations and covenants applicable to our properties.

We may acquire properties that are (i) leased to both the USPS and non-postal tenants, (ii) leased solely to non-postal tenants or (iii) in markets that are new to us.

Risks Related to Our Organizational

Spodek and his affiliates own, directly or indirectly, a substantial beneficial interest in our company on a fully diluted basis and have the ability to exercise significant influence on our company and our operating partnership.

Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our operating partnership.

Our charter contains certain provisions restricting the ownership and transfer of our stock that may delay, defer or prevent a change of control transaction.

We could increase the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval.

Certain provisions of the Maryland General Corporation Law (the “MGCL”) could inhibit changes of control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions.

Certain provisions in the partnership agreement of our operating partnership may delay or prevent unsolicited acquisitions of us.

Tax protection agreements may limit our ability to sell or otherwise dispose of certain properties and may require our Operating Partnership to maintain certain debt levels that otherwise would not be required.

Our board of directors may change our strategies, policies and procedures without stockholder approval, and we may become more highly leveraged, which may increase our risk of default under our debt obligations.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

We are a holding company with no direct operations, and the interests of our stockholders are structurally subordinated to all liabilities and obligations of our operating partnership and its subsidiaries.

Our operating partnership may issue additional OP Units to third parties without the consent of our stockholders.

Risks Related to Our Status as a

Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation.

Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flows.

Failure to make required distributions would subject us to federal corporate income tax.

Complying with REIT requirements may cause us to forego certain opportunities or investments.

The prohibited transactions tax may limit our ability to dispose of our properties.

We could be affected by tax liabilities or earnings and profits of our Predecessor.

There are uncertainties relating to the estimate of the accumulated earnings and profits attributable to UPH.

A sale of assets acquired as part of the merger between us and UPH within five years after the merger would result in corporate income tax.

The ability of our board of directors to revoke our REIT qualification without stockholder approval.

Our transactions with our TRS will cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms.

You may be restricted from acquiring or transferring certain amounts of our Class A common stock.

Dividends payable by REITs generally do not qualify for the reduced tax rates on dividend income from regular corporations.

If our operating partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT.

To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions or on unfavorable terms at desired times.

Covenants in our agreements for our credit facilities or other borrowings may restrict our ability to pay distributions.

New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could adversely affect us or our stockholders.

General Risk Factors

An increase in market interest rates may have an adverse effect on the market price of our securities.

Future offerings of equity securities may adversely affect the market price of our Class A common stock.

The market price of our Class A common stock has been, and may continue to be, volatile and has declined, and may continue to decline.

Future sales of our Class A common stock, preferred stock, or securities convertible into or exchangeable or exercisable for our Class A common stock could depress the market price of our Class A common stock.

following risk factors may adversely affect our overall business, financial condition, results of operations,

and cash flows;

our ability to make distributions to our stockholders;

our access to capital;

or the market price of our Class

A common stock, as further described in each risk factor below.

In addition to the information set forth herein, in our Annual

Report on Form 10-K and in our Quarterly Reports on Form 10-Q, one should carefully review and consider the information contained

in our other reports and filings that we make with the SEC.

The risks that we describe in our public filings are not the only risks

that we face.

Additional risks and uncertainties not presently known to us, or that we currently consider immaterial, also may

materially adversely affect our business, financial condition, and results of operations.

Additional information regarding forward-looking

statements is included herein.

Risks Related to the USPS

Our business is substantially dependent

on the demand for post office space.

Any significant decrease

in the demand for post office space could have an adverse effect on our business.

Since 2010, the number of retail post office

locations nationwide has decreased.

Further reductions in the number of post office properties could result in entering into leases

with the USPS in the future on less favorable terms than current leases, the failure of the USPS to renew leases for our properties

and the reduction of the number of acquisition opportunities available to us.

The level of demand for post office properties may

be impacted by a variety of factors outside of our control, including changes in U.S.

federal government and USPS policies or funding,

changes in population density, the health and sustainability of local, regional and national economies, the existence of epidemics

and pandemics, such as the ongoing COVID-19 pandemic, and the demand and use of the USPS.

Moreover, technological innovations,

such as autonomous delivery devices, may decrease the need for hand delivery or in-person pick up, thereby decreasing the demand

for retail post offices.

In addition, package delivery service providers, such as FedEx, have announced plans to implement autonomous

delivery devices to assist retail companies with same-day and last-mile deliveries.

The development, implementation and broad adoption

of these devices may decrease the demand for postal services.

The USPS’s inability to meet

its financial obligations may render it insolvent or increase the likelihood of Congressional or regulatory reform of the USPS,

which may have a material adverse effect on our business and operations.

A significant portion

of the USPS’s liabilities consist of unfunded fixed benefits, such as pensions and healthcare, to retired USPS workers.

Congress regularly debates the future of the USPS, the USPS is unlikely to be able to retire its existing liabilities without regulatory

or Congressional relief.

If the USPS becomes unable to meet its financial obligations, many of our leases may be vacated by the

USPS, which would have a material adverse effect on our business and operations.

Any Congressional or regulatory action that decreases

demand by the USPS for leased postal properties would also have a material adverse effect on our business and operations.

predict whether any currently contemplated reforms or any reforms pursued by any new presidential administration will ultimately

take effect and, if so, how such reforms would specifically affect us.

The USPS has a substantial amount

of indebtedness.

On April 1, 1999, the

USPS entered into a Note Purchase Agreement (as amended, the “NPA”) with the Federal Financing Bank (the “FFB”)

for the purpose of obtaining debt financing.

Under the NPA, FFB is required to purchase notes from the USPS meeting specified conditions,

up to the established maximum amounts, within five business days of delivery.

The amount that the USPS borrows under the NPA varies

from year to year depending upon the needs of the organization.

Historically, all of the USPS’s outstanding debt has been

obtained through the NPA.

The most recent extension to the NPA, however, expired on August 31, 2019.

If the USPS cannot reach acceptable

terms with FFB on an extension of the NPA, the USPS would need to seek debt financing through other means, either through individual

agreements with FFB (on terms that may differ from those set forth in the NPA) or from other sources.

There can be no assurance

that the USPS will be able to extend the term of the NPA or obtain alternative debt financing on the terms or timing that it expects,

If the USPS is unable to extend the NPA with the FFB, the USPS may not be able to refinance debt with the FFB in the

future at comparable terms to those currently available.

The USPS has significant

outstanding debt obligations to the FFB.

and a significant underfunded Postal Service Retiree Health Benefit Fund (“PSRHBF”)

liability, which the USPS is required to fund in future periods.

Additionally, the USPS has underfunded retirement benefits amortization

payable to the Civil Service Retirement System (“CSRS”) and Federal Employees Retirement System (“FERS”)

funds, which the USPS is required to fund in future periods.

The USPS’s significant indebtedness and unpaid retirement and

retiree health obligations could require the USPS to dedicate a substantial portion of its future cash flow from operations to

payments on debt and retirement and retiree healthcare obligations, thus reducing the availability of cash flow to fund operating

expenses, including lease payments, working capital, capital expenditures and other business activities.

The USPS is subject to congressional

oversight and regulation by the PRC and other government agencies.

The USPS has a wide

variety of stakeholders whose interests and needs are sometimes in conflict.

The USPS operates as an independent establishment

of the executive branch of the U.S.

government and, as a result, is subject to a variety of regulations and other limitations applicable

to federal agencies.

The ability of the USPS to raise rates for its products and services is subject to the regulatory oversight

and approval of the PRC.

Limitations on the USPS’s ability to take action could adversely affect its operating and financial

results, and as a result, reduce demand for leasing post office properties.

Furthermore, a change

in the structure, mission, or leasing requirements of the USPS, a significant reduction in the USPS’s workforce, a relocation

of personnel resources, other internal reorganization or a change in the post offices occupying our properties, would affect our

lease renewal opportunities and have a material adverse effect on our business, financial condition and results of operations.

In addition, any change in the federal government’s treatment of the USPS as an independent agency, including, but not limited

to, the privatization of all or a portion of the USPS business operations, may have a material adverse effect on our business.

The business and results of operations of the USPS are

significantly affected by competition from both competitors in the delivery marketplace as well as substitute products and digital

communication.

Failure of the USPS

to compete effectively and operate efficiently, grow marketing mail and package delivery services, and increase revenue and contribution

from other sources, will adversely impact the USPS’s financial condition and this adverse impact will become more substantial

The USPS’s marketplace competitors include both local and national providers of package delivery services.

USPS’s competitors have different cost structures and fewer regulatory restrictions and are able to offer differing services

and pricing, which may hinder the USPS’s ability to remain competitive in these service areas.

In addition, most of the USPS’s

competitors have access to capital markets, which allows them greater flexibility in the financing and expansion of their business.

Customer usage of postal services continues to shift to substitute products and digital communication.

The use of e-mail and other

forms of electronic communication have reduced first class mail volume, as have electronic billing and payment.

Marketing mail

has recently experienced declines due to mailers’

growing use of digital advertising including digital mobile advertising.

The volume of periodicals services continues to decline as consumers increasingly use electronic media for news and information.

The growth in the USPS’s competitive service volumes is largely attributable to certain of the USPS’s largest customers,

UPS, FedEx and Amazon.

Each of these customers is building delivery capability that could enable it to divert volume away from

the USPS over time.

If these customers divert significant volume away from the USPS, the growth in the USPS’s competitive

service volumes may not continue, and there may be reduced demand for leasing postal properties by the USPS.

The USPS’s potential insolvency,

inability to pay rent or bankruptcy (i) could have a material adverse effect on our financial condition, results of operations,

cash flow, cash available for distribution, and our ability to service our debt obligations and (ii) could result in our inability

to continue as a going concern.

Default by the USPS

is likely to cause a significant or complete reduction in the operating cash flow generated by our properties.

There can be no

assurance that the USPS will be able to avoid insolvency, make timely rental payments or avoid defaulting under its leases.

the USPS defaults, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our

Because we depend on rental payments from the USPS, the inability of the USPS to make its lease payments could adversely

affect us and our ability to make distributions to you.

Although we do not

believe that bankruptcy protection under the United States bankruptcy code is available to the USPS, the law is unclear.

USPS were to file for bankruptcy, we would become a creditor, but we may not be able to collect all or any of the pre-bankruptcy

amounts owed to owe us by the USPS.

In addition, if the USPS were to file for bankruptcy protection, it potentially could terminate

its leases with us under federal law, in which event we would have a general unsecured claim against the USPS that would likely

be worth less than the full amount owed to us for the remainder of the lease term.

This would have a severe adverse effect on our

business, financial condition and results of operations.

Because the USPS is an independent

agency of the U.S.

federal government, our properties may have a higher risk of terrorist attacks than similar properties leased

to non-governmental tenants.

Terrorist attacks may

materially adversely affect our operations, as well as directly or indirectly damage our assets, both physically and financially.

Because the USPS is, and is expected to continue to be, an independent agency of the U.S.

federal government, our properties are

presumed to have a higher risk of terrorist attack than similar properties that are leased to non-governmental affiliated tenants.

Terrorist attacks, to the extent that these properties are uninsured or underinsured, could have a material adverse effect on our

business, financial condition and results of operations.

The ongoing COVID-19 pandemic and

measures being taken to prevent its spread, including government-imposed travel related limitations, could negatively impact demand

for USPS services and post office properties which could have a material adverse effect on our business, results of operations

and financial condition.

The ongoing COVID-19

pandemic and measures being taken to prevent its spread has resulted in a reduction in foot traffic in many public places, including

post office properties.

A continued reduction in the use of in-person services may reduce the demand for post office properties

by the USPS and our results of operations could decline as a result.

The ongoing COVID-19 pandemic has also caused a decline in

mail volume, particularly in advertising conducted through the mail, which may adversely affect the USPS’s financial condition,

and therefore the demand for post office properties.

Continued reduction or permanent changes to mail volume could reduce demand

for postal properties and materially adversely affect our result of operations.

Further, although the

Coronavirus Aid, Relief, and Economic Security (CARES) Act includes a $10 billion loan to the USPS, there can be no assurances

that this financing will be approved or sufficient to sustain USPS operations in light of current shortfalls resulting from reduced

mail volumes.

As of the date of this report, the USPS has not received any portion of the contemplated $10 billion loan.

two related bills proposed to provide the USPS with alternate funding in the amounts of $25 billion or $10 billion failed to pass

in the third quarter of 2020.

In addition, the USPS

is dependent on the efforts of its employees, many of whom come into contact with a large number of individuals on a daily basis.

If USPS employees are unwilling or unable to report to work regularly because of the novel coronavirus (COVID-19) pandemic or USPS

services are otherwise diminished as a result of governmental response to the pandemic, the demand for USPS services or the reputation

of the USPS may suffer, leading to a reduced need for post office properties and adversely affecting our business and results of

If USPS employees are unwilling or unable to report to work regularly because of the ongoing COVID-19 pandemic or USPS services

are otherwise diminished as a result of governmental response to the pandemic, the demand for USPS services or the reputation of

the USPS may suffer, leading to a reduced need for post office properties and adversely affecting our business and results of operations.

Furthermore, given

the dislocation and government-imposed travel related limitations as a consequence of the pandemic, our ability to complete acquisitions

in the near-term may be delayed.

The Company has also been affected in that:

(i) we have permitted certain employees to work from

home, which slowed, for example, the Company’s routine quarterly close process;

and (ii) we have been impacted by delays

in communications with, and operations of, various counterparties.

Although the effectiveness of our work from home practices have

improved since implementation, the continued and future improvement of such practices, as well as communications with, and the

operations of, various counterparties, is highly uncertain and cannot be predicted.

We are required going forward to

adopt and utilize the USPS’s revised form of our modified double-net lease, which transfers the responsibility for additional

maintenance expenses and obligations to the landlord, including some components of plumbing and electrical systems, and compensate

third-party brokers of the USPS.

the dislocation and government-imposed travel related limitations as a consequence of the pandemic:

(i) we have permitted certain

employees to work from home, which previously slowed, and may in the future slow, certain routine processes;

and (ii) we were,

and may in the future be, impacted by delays in communications with, and operations of, various counterparties.

Although the effectiveness

of our work from home practices have improved since implementation, the continued and future improvement of such practices, as

well as communications with, and the operations of, various counterparties, is highly uncertain and cannot be predicted.

We have begun to adopt and utilize

the USPS’s revised form of our modified double-net lease, which transfers the responsibility for additional maintenance expenses

and obligations to the landlord, including some components of plumbing and electrical systems, and compensate third-party brokers

of the USPS .

The USPS has adopted

a revised form of our modified double-net lease, which transfers the responsibility for additional maintenance expenses and obligations

to the landlord, including some components of plumbing and electrical systems.

To date, we have not renewed or entered into revised

leases for any of our leases with the USPS that expired in 2019 or 2020.

We are required going forward to adopt and utilize the

USPS’s revised form of our modified double-net lease and pay commissions to third-party brokers of the USPS.

The potential effects

and increased costs associated with adopting and utilizing the USPS’s revised form of our modified double-net lease and paying

commissions to third-party brokers of the USPS may limit the number of attractive investment opportunities going forward and our

financial condition, results of operations, cash flow and growth prospects could be materially adversely affected.

As of August 11, 2020, the leases

at 55 of our properties had expired and the USPS is occupying such properties as a holdover tenant.

a revised form of our modified double-net lease, which transfers the responsibility for some additional maintenance expenses and

obligations to the landlord, including some components of plumbing and electrical systems.

We are have begun to adopt and utilize

the USPS’s revised form of our modified double-net lease and pay commissions to third-party brokers of the USPS.

As of November

11, 2020, we have agreed to terms with the USPS on an addendum to its revised form of lease for leases acquiring annual rent in

excess of $25,000, pursuant to which documentation requirements are streamlined and some of the new responsibilities placed on

the landlord by the USPS’

revised form of our modified double-net lease would be mitigated.

To date, we have entered into

29 leases reflecting this revised form, including the addendum where applicable, for leases that expired in 2019 or 2020, or are

set to expire in 2020.

anticipate that we will execute new, revised-form leases for all remaining leases that have expired in 2019 or 2020, or will expire

The potential effects and increased costs associated with adopting and utilizing the USPS’s revised form of our

modified double-net lease and paying commissions to third-party brokers of the USPS may limit the number of attractive investment

opportunities going forward and our financial condition, results of operations, cash flow and growth prospects could be materially

adversely affected.

There can be no guarantee that any new leases that we enter into with the USPS will reflect our expectations

with respect to terms or timing .

Changes in leadership, structure,

operations and strategy within the USPS, may disrupt our business, which could have a material effect on our operations, financial

position and results of operations.

In May 2020, the USPS

Board of Governors unanimously appointed Louis DeJoy as the Postmaster General.

DeJoy took office on June 15, 2020.

the USPS reassigned or displaced at least twenty-three postal executives including two executives overseeing day-to-day operations.

The USPS also implemented a management hiring freeze and requested future Voluntary Early Retirement Authority from the Office

of Personnel Management for certain employees not represented by a collective bargaining agreement.

Most recently, Mr.

DeJoy has announced a modified organizational structure for the USPS, which is designed to focus on three business operating units:

(i) retail and delivery;

(ii) logistics and processing;

and (iii) commerce and business solutions.

As part of the modified organizational

structure, logistics and mail processing operations will report into the new Logistics and Processing Operations organization separate

from existing area and district reporting structures.

This includes all mail processing facilities and local transportation network

These changes are being made in an effort to reduce costs and it is possible that the USPS will implement additional changes

to reduce expenses.

The extent to which

these changes, among others, will affect our business, liquidity, financial condition, and results of operations, will depend on

numerous evolving factors that we may not be able to accurately predict or assess.

The USPS is subject to legislative and other

constraints which may affect its ability to maintain adequate liquidity to sustain its current operations, which may result in

the USPS reducing its number of post office locations and adversely affecting our business and results of operations.

Litigation involving the USPS, including

those related to changes in the USPS’s operations, the 2020 presidential election and mail-in voting, may disrupt our business,

which could have a material effect on our operations, financial position and results of operations.

As a result of (i)

the proposed and executed operational, managerial and strategic changes within the USPS and (ii) the ongoing COVID-19 pandemic,

which significantly increased the number of absentee ballots utilized for the 2020 presidential election, the USPS is the focal

point of recent litigation.

As of November 2020, twelve lawsuits have been filed against Mr.

DeJoy, the USPS and President Donald

Trump pertaining to operational changes at the USPS, mail delays and mail-in voting for the 2020 presidential election.

If, as a result of

any backlogs, political rhetoric or litigation, the USPS suffers reputational or financial harm or an increase in regulatory scrutiny,

the demand for USPS services may decline, which may lead to reduced demand for USPS properties.

The results of these changes or

any future changes could lead to additional delays or financing shortfalls for the USPS.

Risks Related to Our Business and Operations

We may be unable to acquire and/or

manage additional USPS-leased properties at competitive prices or at all.

A significant portion

of our business plan is to acquire additional properties that are leased to the USPS.

There are a limited number of such properties,

and we will have fewer opportunities to grow our investments than REITs that purchase properties that are leased to a variety of

tenants or that are not leased when they are acquired.

In addition, the current ownership of properties leased to the USPS is highly

fragmented with the overwhelming majority of owners holding a single property.

As a result, we may need to expend resources to

complete our due diligence and underwriting process on many individual properties, thereby increasing our acquisition costs and

possibly reducing the amount that we are able to pay for a particular property.

Accordingly, our plan to grow our business largely

by acquiring additional properties that are leased to the USPS and managing properties leased to the USPS by third parties may

In addition, because of our public profile as the only publicly traded REIT dedicated to USPS properties, our operations

may generate new interest in USPS-leased properties from other REITs, real estate companies and other investors with more resources

than we have that did not previously focus on investment opportunities with USPS-leased properties.

We currently have a

concentration of post office properties in Pennsylvania, Wisconsin, Maine, Texas, Oklahoma and Illinois and are exposed to

changes in regional or local conditions in these states.

Our business may be

adversely affected by regional or local conditions and events in the areas in which we operate, particularly in Pennsylvania, Wisconsin,

Maine, Texas, Oklahoma and Illinois where many of our post office properties are concentrated.

Factors that may affect our occupancy

levels, our rental revenues, our funds from operations or the value of our properties include the following, among others:

downturns in global, national, regional and local economic conditions;

unforeseen events beyond our control, including, among others, terrorist attacks and travel related health concerns including pandemics and epidemics;

possible reduction of the USPS workforce;

economic conditions that could cause an increase in our operating expenses, insurance and routine maintenance.

We may be unable to renew leases

or sell vacated properties on favorable terms, or at all, as leases expire, which could materially adversely affect us, including

our financial condition, results of operations, cash flow, cash available for distribution and our ability to service our debt

We cannot assure you

that any leases will be renewed or that vacated properties will be sold on favorable terms, or at all.

If rental rates for our

properties decrease, our existing tenant does not renew their leases or we do not sell vacated properties on favorable terms, our

financial condition, results of operations, cash flow, cash available for distributions and our ability to service our debt obligations

could be materially adversely affected.

Property vacancies could result in

significant capital expenditures and illiquidity.

The loss of a tenant

through lease expiration may require us to spend significant amounts of capital to renovate the property before it is suitable

for a new tenant.

Substantially all of the properties we acquire are specifically suited to the particular business of the USPS

and, as a result, if the USPS does not renew its lease, we may be required to renovate the property at substantial costs, decrease

the rent we charge or provide other concessions in order to lease the property to another tenant.

In the event we are required

to sell the property, we may have difficulty selling it to a party other than the USPS.

This potential illiquidity may limit our

ability to quickly modify our portfolio in response to changes in economic or other conditions, which may materially and adversely

As of November 11, 2020, the leases

at 52 of our properties were expired and the USPS is occupying such properties as a holdover tenant.

If we are not successful in

renewing these expired leases, we will likely experience reduced occupancy, rental income and net operating income, which could

have a material adverse effect on our financial condition, results of operations and ability to make distributions to shareholders.

As of August 11, 2020,

have a material adverse effect on our financial condition, results of operations and ability to make distributions to stockholders.

As of November 11,

2020, the leases at 52 of our properties (consisting of one lease for which the lease expired in 2018 which we acquired in July

21 properties for which leases expired in 2019, including two leases that expired as of the date of our acquisition, and 33 properties

for which leases expired in 2020) had expired and the USPS is occupying such properties as a holdover tenant, aggregating approximately

220,000 interior square feet and $2.4 million in annualized rental income.

When a lease expires, the USPS becomes a holdover tenant

on a month to month basis, typically paying the greater of estimated market rent or the rent amount under the expired lease.

date, the USPS has not vacated or notified us of its intention to vacate any of these 55 properties.

Due to the fact that the USPS

is occupying 55 of our properties as a holdover tenant, such properties are currently excluded from being part of the borrowing

base under our Credit Facility.

As of August 11, 2020,

we believe we have tentatively agreed to preliminary terms with the USPS on an addendum to its revised form of lease for leases

acquiring annual rent in excess of $25,000, pursuant to which documentation requirements are streamlined and some of the new responsibilities

placed on the landlord by the USPS’

revised form of our modified double-net lease would be mitigated.

We also have agreed

in letters of intent to preliminary terms on rental rates for 80 out of 90 properties for which leases expired or will expire

in 2020 or before, including 48 of 55 properties for which leases have expired, and at which the USPS is a holdover tenant.

the remaining ten properties with leases expired or will expire in 2020 or before, six are from properties acquired in 2020.

anticipate that we will execute new, revised-form leases for all remaining leases that have expired, and the addendum for such

leases requiring annual rent in excess of $25,000.

However, we have not entered into any definitive documentation with respect

to this addendum, rental rates or leases for the 55 properties at which the USPS is a holdover tenant, and there can be no guarantee

that any new leases that we enter into with the USPS will reflect our expectations with respect to terms or timing.

2020, 15 properties for which leases expired in 2019, including six leases that expired as of the date of our acquisition, and

36 properties for which leases expired in 2020) were expired and the USPS is occupying such properties as a holdover tenant, aggregating

approximately 200,000 interior square feet and $2.5 million in annualized rental income.

When a lease expires, the USPS becomes

a holdover tenant on a month-to-month basis, typically paying the greater of estimated market rent or the rent amount under the

expired lease.

Due to the fact that the USPS is occupying 52 of our properties as a holdover tenant, such properties are currently

excluded from being part of the borrowing base under our Credit Facility as of November 11, 2020.

Although we have agreed in non-binding letters of intent to

preliminary terms on rental rates for all leases that have expired or will expire in 2020, as of November 11, 2020, we have executed

29 leases with respect to such expired or soon-to-expire leases.

We anticipate that we will execute new, revised-form leases for

all remaining leases that have expired or will expire, and the addendum discussed herein, as applicable.

However, there can be

no guarantee that any new leases that we enter into with the USPS will reflect our expectations with respect to terms or timing.

We might not be successful

5 unchanged sentences

occupancy, rental income and net operating income, as well as diminished borrowing capacity which could have a material adverse

effect on our financial condition, results of operations and ability to make distributions to shareholders.

Changes in leadership and strategy within the USPS may

disrupt our business, which could have a material effect on our operations, financial position and results of operations.

In May 2020, the USPS

Board of Governors unanimously appointed Louis DeJoy as the Postmaster General.

DeJoy took office on June 15, 2020.

7, 2020, the USPS has reassigned or displaced twenty-three postal executives including two executives overseeing day-to-day operations.

The USPS has also implemented a management hiring freeze and will be requesting future Voluntary Early Retirement Authority from

the Office of Personnel Management for certain employees not represented by a collective bargaining agreement.

Postmaster General

DeJoy, in a memo to employees, directed USPS workers to leave mail at distribution centers if delays occurred, stating that the

distribution centers will have to keep the mail for additional days, if necessary.

Additionally, memoranda from the Postmaster

General have prohibited the use of overtime to deliver mail and limited the ability of local postmasters to hire additional staff.

These changes are being made in an effort to reduce costs and it is possible that the USPS will implement additional changes to

reduce expenses.

In the wake of the

pandemic, there has been an increase in the number of packages the USPS has shipped, largely stemming from an increase in e-commerce

transactions.

The USPS has estimated that week-to-week package deliveries increased between twenty and fifty percent in April,

and between sixty and eighty percent in May.

Additionally, the number of absentee ballots used in the November 2020 election is

expected to increase compared to the 2016 election, wherein nearly a quarter of the 136 million presidential ballots were mailed

If, as a result of backlogs or political accusations, the USPS were to suffer reputational harm, the demand for USPS services

may decline, which may lead to reduced demand for USPS properties.

The results of these changes or any future changes could lead

to additional delays or financing shortfalls for the USPS.

The extent to which

these changes will affect our business, liquidity, financial condition, and results of operations, will depend on numerous evolving

factors that we may not be able to accurately predict or assess.

The USPS is subject to legislative and other constraints which

may affect its ability to maintain adequate liquidity to sustain its current operations, which may result in the USPS reducing

its number of post office locations and adversely affecting our business and results of operations.

Unregistered Sales of Equity Securities and Use of

effect on our financial condition, results of operations and ability to make distributions to stockholders.

Our use of OP Units as consideration

to acquire properties could result in stockholder dilution and/or limit our ability to sell such properties, which could have a

material adverse effect on us.

We may acquire properties

or portfolios of properties through tax deferred contribution transactions in exchange for OP Units, which may result in stockholder

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’

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 properties

at a time, or on terms, that would be favorable absent such restrictions.

Illiquidity of post office properties

could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial

Our ability to promptly

sell one or more post office properties in our portfolio in response to changing economic, financial and investment conditions

may be limited.

Certain types of real estate and in particular, post offices, may have limited alternative uses and thus are relatively

Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing

of the underlying property.

We may be unable to realize our investment objectives by sale, other disposition or refinancing at

attractive prices within any given period of time or may otherwise be unable to complete any exit strategy.

In particular, our

ability to dispose of one or more post office properties within a specific time period is subject to certain limitations imposed

by our tax protection agreements, as well as weakness in or even the lack of an established market for a property, changes in the

financial condition or prospects of prospective purchasers, changes in national or international economic conditions and changes

in laws, regulations or fiscal policies of jurisdictions in which the property is located.

In addition, the Code

imposes restrictions on a REIT’s ability to dispose of properties that 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 forego or defer sales of properties that otherwise would be

in our best interests.

Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly

or on favorable terms.

estate taxes for properties where we are not reimbursed could increase due to property tax rate changes or reassessment, which

could negatively impact our cash flows, financial condition, results of operations, per share market price of our Class A common

stock, our ability to satisfy our principal and interest obligations and our ability to make distributions to our stockholders.

though we currently qualify as a REIT for U.S.

federal income tax purposes, we are required to pay state and local taxes on some

of our properties.

The real property taxes on our properties may increase as property tax rates change or as our properties are

assessed or reassessed by taxing authorities.

Therefore, the amount of property taxes we pay in the future may increase substantially

from what we have paid in the past.

If the property taxes we pay increase, our financial condition, results of operations, cash

flows, per share trading price of our Class A common stock and our ability to satisfy our principal and interest obligations and

to make distributions to our stockholders could be adversely affected.

Increases in mortgage rates or unavailability

of mortgage debt may make it difficult for us to finance or refinance our debt, which could have a material adverse effect on our

financial condition, growth prospects and our ability to make distributions to stockholders.

If mortgage debt is

unavailable to us at reasonable rates or at all, we may not be able to finance the purchase of additional properties or refinance

existing debt when it becomes due.

If interest rates are higher when we refinance our properties, our income and cash flow could

be reduced, which would reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital

by issuing more stock or by borrowing more money.

In addition, to the extent we are unable to refinance our debt when it becomes

due, we will have fewer debt guarantee opportunities available to offer under our tax protection agreements, which could trigger

an obligation to indemnify the protected parties under the tax protection agreements.

Mortgage debt obligations expose

us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject

to mortgage debt.

Mortgage and other

secured debt obligations increase our risk of property losses because defaults on indebtedness secured by properties may result

in foreclosure actions initiated by lenders and ultimately our loss of the property securing any loans for which we are in default.

Any foreclosure on a mortgaged property or group of properties could adversely affect the overall value of our portfolio of properties.

For tax purposes, a foreclosure on any of our properties that is subject to a nonrecourse mortgage loan 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, which could hinder our ability to meet the REIT distribution requirements imposed by the Code.

Foreclosures could also trigger our tax indemnification obligations under the terms of our tax protection agreements with respect

to the sales of certain properties.

Changes in the method pursuant to

which the reference rates are determined and the phasing out of LIBOR after 2021 may affect our financial results.

The chief executive

of the United Kingdom Financial Conduct Authority (“FCA”), which regulates LIBOR, has announced that the FCA intends

to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

It is not possible to predict the effect of these

changes, other reforms or the establishment of alternative reference rates in the United Kingdom or elsewhere.

Furthermore, in

the United States, efforts to identify a set of alternative U.S.

dollar reference interest rates include proposals by the Alternative

Reference Rates Committee of the Federal Reserve Board and the Federal Reserve Bank of New York.

Federal Reserve, in conjunction

with the Alternative Reference Rates Committee, a steering committee comprised of large US financial institutions, is considering

replacing U.S.

dollar LIBOR with the Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term

repurchase agreements, backed by Treasury securities.

The Federal Reserve Bank of New York began publishing SOFR rates in April

The market transition away from LIBOR and towards SOFR is expected to be gradual and complicated.

There are significant differences

between LIBOR and SOFR, such as LIBOR being an unsecured lending rate and SOFR a secured lending rate, and SOFR is an overnight

rate and LIBOR reflects term rates at different maturities.

These and other differences create the potential for basis risk between

the two rates.

The impact of any basis risk between LIBOR and SOFR may negatively affect our operating results.

Any of these alternative

methods may result in interest rates that are higher than if LIBOR were available in its current form, which could have a material

adverse effect on results.

Any changes announced

by the FCA, including the FCA Announcement, other regulators or any other successor governance or oversight body, or future changes

adopted by such body, in the method pursuant to which reference rates are determined may result in a sudden or prolonged increase

or decrease in the reported reference rates.

If that were to occur, the level of interest payments we incur may change.

although certain of our LIBOR based obligations provide for alternative methods of calculating the interest rate payable on certain

of our obligations if LIBOR is not reported, which include requesting certain rates from major reference banks in London or New

York, or alternatively using LIBOR for the immediately preceding interest period or using the.

initial interest rate, as applicable,

uncertainty as to the extent and manner of future changes may result.

in our debt agreements could adversely affect our financial condition.

Credit Agreement contains customary restrictions, requirements and other limitations on our ability to incur indebtedness.

maintain certain ratios, including a maximum of total indebtedness to total asset value, a maximum of secured indebtedness to total

asset value, a minimum of quarterly adjusted EBITDA to fixed charges, a minimum net operating income from unencumbered properties

to unsecured interest expense and a maximum of unsecured indebtedness to unencumbered asset value.

Our ability to borrow under

our Credit Agreement is subject to compliance with our financial and other covenants.

to comply with any of the covenants under our Credit Agreement or other debt instruments could result in a default under one or

more of our debt instruments.

In particular, we could suffer a default under a secured debt instrument that could exceed a cross-default

threshold under our Credit Agreement, causing an event of default under the Credit Agreement.

Under those circumstances, other

sources of capital may not be available to us or be available only on unattractive terms.

In addition, if we breach covenants in

our debt agreements, the lenders can declare a default and, if the debt is secured, take possession of the property securing the

defaulted loan.

Alternatively,

even if a secured debt instrument is below the cross-default threshold for non-recourse secured debt under our Credit Agreement

a default under such secured debt instrument may still cause a cross default under our Credit Agreement because such secured debt

instrument may not qualify as “non-recourse”

under the definition in our Credit Agreement.

Another possible cross default

could occur between our Credit Agreement and any senior unsecured notes that we issue.

Any of the foregoing default or cross-default

events could cause our lenders to accelerate the timing of payments and/or prohibit future borrowings, either of which would have

a material adverse effect on our business, operations, financial condition and liquidity.

Failure to hedge effectively against

interest rate changes may adversely affect our financial condition, results of operations, cash flow, cash available for distribution

and our ability to service our debt obligations.

Subject to maintaining

our qualification as a REIT, we may enter into hedging transactions to protect us from the effects of interest rate fluctuations

on floating rate debt.

Our hedging transactions may include entering into interest rate cap agreements or interest rate swap agreements.

These agreements involve risks, such as the risk that such arrangements would not be effective in reducing our exposure to interest

rate changes or that a court could rule that such an agreement is not legally enforceable.

In addition, interest rate hedging can

be expensive, particularly during periods of rising and volatile interest rates.

Hedging could increase our costs and reduce the

overall returns on our investments.

In addition, while hedging agreements would be intended to lessen the impact of rising interest

rates on us, they could also expose us to the risk that the other parties to the agreements would not perform, we could incur significant

costs associated with the settlement of the agreements or that the underlying transactions could fail to qualify as highly-effective

cash flow hedges under Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 815, Derivatives

Our success depends on key personnel

whose continued service is not guaranteed, and the loss of one or more of our key personnel could adversely affect our ability

to manage our business and to implement our growth strategies, or could create a negative perception of our company in the capital

Our continued success

and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel, particularly Messrs.

Spodek and Garber who have extensive market knowledge and relationships and exercise substantial influence over our operational

and financing activity.

Among the reasons that these individuals are important to our success is that each has a national or regional

industry reputation that attracts business and investment opportunities and assists us in negotiations with lenders, the USPS and

owners of postal properties.

If we lose their services, such relationships could diminish or be adversely affected.

Our employment

agreements with Messrs.

Spodek and Garber do not guarantee their continued employment with us.

Many of our other senior

executives also have extensive experience and strong reputations in the real estate industry, which aid us in identifying opportunities,

having opportunities brought to us and negotiating.

The loss of services of one or more members of our senior management team,

or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment

opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry participants,

which could materially adversely affect our financial condition, results of operations, cash flow and the per share trading price

of our Class A common stock.

Joint venture investments could be

adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’

financial condition and disputes

between us and our co-venturers.

We may co-invest with

third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in and managing the affairs

of a property, partnership, joint venture or other entity.

With respect to any such arrangement or any similar arrangement that

we may enter into in the future, we may not be in a position to exercise sole decision-making authority regarding the development,

property, partnership, joint venture or other entity.

Investments in partnerships, joint ventures or other entities may, under

certain circumstances, involve risks not present where a third party is not involved, including the possibility that partners or

co-venturers might become bankrupt or fail to fund their share of required capital contributions.

Partners or co-venturers may

have economic or other business interests or goals which are inconsistent with our business interests or goals and may be in a

position to take actions contrary to our policies or objectives, and they may have competing interests in our markets that could

create conflicts of interest.

Such investments may also have the potential risk of impasses on decisions, such as a sale or financing,

because neither we nor the partner(s) or co-venturer(s) would have full control over the partnership or joint venture.

a sale or transfer by us to a third party of our interests in the joint venture may be subject to consent rights or rights of first

refusal, in favor of our joint venture partners, which would in each case restrict our ability to dispose of our interest in the

joint venture.

Where we are a limited partner or non-managing member in any partnership or limited liability company, if such entity

takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose

of our interest in such entity.

We may, in certain circumstances, be liable for the actions of a partner, and the activities of

a partner could adversely affect our ability to maintain our qualification as a REIT or our exclusion or exemption from registration

under the Investment Company Act, even if we do not control the joint venture.

Disputes between us and partners or co-venturers

may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their

time and effort on our business.

Consequently, actions by or disputes with partners or co-venturers might result in subjecting

properties owned by the partnership or joint venture to additional risk.

In addition, we may in certain circumstances be liable

for the actions of our third-party partners or co-venturers.

Our joint ventures may be subject to debt and, during periods of volatile

credit markets, the refinancing of such debt may require equity capital calls.

cybersecurity risks and risks associated with security breaches which have the potential to disrupt our operations, cause material

harm to our financial condition, result in misappropriation of assets, compromise confidential information and/or damage our business

relationships and can provide no assurance that the steps we and our service providers take in response to these risks will be

face cybersecurity risks and risks associated with security breaches or disruptions, such as through cyber-attacks or cyber intrusions

over the Internet, malware, computer viruses, attachments to emails, social engineering and phishing schemes or persons inside

our organization.

The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusions, including

by computer hackers, nation-state affiliated actors, and cyber terrorists, has generally increased as the number, intensity and

sophistication of attempted attacks and intrusions from around the world have increased.

These incidents may result in disruption

of our operations, material harm to our financial condition, cash flows and the market price of our common shares, misappropriation

of assets, compromise or corruption of confidential information collected in the course of conducting our business, liability for

stolen information or assets, increased cybersecurity protection and insurance costs, regulatory enforcement, litigation and damage

to our stakeholder relationships.

These risks require continuous and likely increasing attention and other resources from us to,

among other actions, identify and quantify these risks, upgrade and expand our technologies, systems and processes to adequately

address them and provide periodic training for our employees to assist them in detecting phishing, malware and other schemes.

attention diverts time and other resources from other activities and there is no assurance that our efforts will be effective.

Additionally, we rely on third-party service providers in our conduct of day-to-day property management, leasing and other activities

at our properties and we can provide no assurance that the networks and systems that our third-party vendors have established or

used will be effective.

In the normal course of business, we and

our service providers (including service providers engaged in providing property management, leasing, accounting and/or payroll

services) collect and retain certain personal information provided by our tenants, employees and vendors.

We also rely extensively

on computer systems to process transactions and manage our business.

We can provide no assurance that the data security measures

designed to protect confidential information on our systems established by us and our service providers will be able to prevent

unauthorized access to this personal information.

There can be no assurance that our efforts to maintain the security and integrity

of the information we and our service providers collect and our and their computer systems will be effective or that attempted

security breaches or disruptions would not be successful or damaging with the potential for disruption in our operations, material

harm to our financial condition, cash flows and the market price of our common shares, increased cybersecurity protection and insurance

costs, regulatory enforcement, litigation and damage to our stakeholder relationships.

Our growth depends on external sources

of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all, which could

limit our ability to, among other things, meet our capital and operating needs or make the cash distributions to our stockholders

necessary to qualify and maintain our qualification as a REIT.

Depending on our ability

to borrow under our Credit Facility, we may pursue significantly more secured borrowings in the future, although we have not entered

into any preliminary or binding documentation with respect to any such additional secured borrowings and there is no guaranty that

any lender will be willing to lend to us on the terms and timing that we expect, if at all.

In order to qualify and maintain our

qualification as a REIT, we are 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 gains.

In addition, we will be

subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our REIT taxable income, including

any net capital gains.

Because of these distribution requirements, we may not be able to fund future capital needs, including any

necessary capital expenditures, from operating cash flow.

Consequently, we rely on third-party sources to fund our capital needs.

We may not be able to obtain such financing on favorable terms or at all and 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;

the market’s perception of our growth potential;

our current debt levels;

our current and expected future earnings;

our cash flow and cash distributions;

the market price per share of our Class A common stock.

Historically, the capital

markets have been subject to significant disruptions.

If we cannot obtain capital from third-party sources, we may not be able

to acquire or develop 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 stockholders necessary to qualify and maintain our qualification

We could incur significant costs

and liabilities related to environmental matters.

Under various federal,

state and local laws and regulations relating to the environment, as a current or former owner of real property, we may be liable

for costs and damages resulting from the presence or release of hazardous or toxic substances, waste or petroleum products at,

on, in, under or migrating from such property, including costs to investigate, clean up such contamination and liability for any

alleged harm to human health, property or natural resources.

Such laws often impose strict liability without regard to fault, including

whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint

These liabilities could be substantial and the cost of any required investigation, remediation, removal, fines or

other costs could exceed the value of the property and/or our aggregate assets.

In addition, the presence of contamination or the

failure to remediate contamination at our properties may expose us to third-party liability for costs of remediation and/or personal

or property damage or materially adversely affect our ability to sell, lease or develop our properties or to borrow using the properties

as collateral.

In addition, environmental laws may create liens on contaminated sites in favor of the government for damages and

costs it incurs to address such contamination.

Moreover, if contamination is discovered on our properties, environmental laws may

impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require

substantial expenditures.

Some of our properties

may have been or may be impacted by contamination arising from current or prior uses of the property, or adjacent properties, for

commercial or industrial purposes.

Such contamination may arise from spills of petroleum or hazardous substances or releases from

tanks used to store such materials.

We may not be aware of all potential or existing environmental contamination liabilities at

the properties in our portfolio.

As a result, we could potentially incur material liability for these issues.

As the owner of the

buildings on our properties, we could face liability for the presence of hazardous materials, such as asbestos or lead, or other

adverse conditions, such as poor indoor air quality, in our buildings.

Environmental laws govern the presence, maintenance, and

removal of hazardous materials in buildings, and if we do not comply with such laws, we could face fines for such noncompliance

and could be required to abate, remove or otherwise address the hazardous material to achieve compliance with applicable environmental

laws and regulations.

Also, we could be liable to third parties, such as occupants or employees of the buildings, for damages related

to exposure to hazardous materials or adverse conditions in our buildings, and we could incur material expenses with respect to

abatement or remediation of hazardous materials or other adverse conditions in our buildings.

If we incur material environmental

liabilities in the future, we may find it difficult to sell or lease any affected properties.

Our properties may contain or develop

harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation.

When excessive moisture

accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered

or is not addressed over a period of time.

Some molds may produce airborne toxins or irritants.

Indoor air quality issues can also

stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such

as pollen, viruses and bacteria.

Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a

variety of adverse health effects and symptoms, including allergic or other reactions.

As a result, the presence of significant

mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain

or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation.

In addition, the presence

of significant mold or other airborne contaminants could expose us to liability from the USPS, employees of the USPS or others

if property damage or personal injury is alleged to have occurred.

We are subject to risks from natural

disasters, such as earthquakes and severe weather, and the risks associated with the physical effects of climate change.

Natural disasters and

severe weather such as flooding, earthquakes, tornadoes or hurricanes may result in significant damage to our properties.

of our properties are located in states like Oklahoma, Texas, Missouri, and Louisiana that historically have experienced heightened

risk for natural disasters like tornados and hurricanes.

The extent of our casualty losses and loss in operating income in connection

with such events is a function of the severity of the event and the total amount of exposure in the affected area.

geographic concentration of exposures, a single catastrophe (such as an earthquake) or destructive weather event (such as a tornado

or hurricane) affecting a region may have a significant negative effect on our financial condition and results of operations.

financial results may be adversely affected by our exposure to losses arising from natural disasters or severe weather.

We also are exposed

to risks associated with inclement winter weather, particularly in the Northeast, Mid-Atlantic and Mid-West, including increased

costs for the removal of snow and ice.

Inclement weather also could increase the need for maintenance and repair of our communities.

Lastly, to the extent

that climate change does occur, its physical effects could have a material adverse effect on our properties, operations and business.

To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity.

conditions could result in physical damage to our properties or declining demand for space in our buildings or the inability of

us to operate the buildings at all in the areas affected by these conditions.

Climate change also may have indirect effects on

our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost

of energy and increasing the cost of snow removal or related costs at our properties.

Proposed legislation to address climate change

could increase utility and other costs of operating our properties which, if not offset by rising rental income, would reduce our

Should the impact of climate change be material in nature or occur for lengthy periods of time, our properties, operations

or business would be adversely affected.

Our properties may be subject to impairment charges.

On a quarterly basis,

we will assess whether there are any indicators that the value of our properties may be impaired.

A property’s value is considered

to be impaired only if the estimated aggregate future cash flows (undiscounted and without interest charges) to be generated by

the property are less than the carrying value of the property.

In our estimate of cash flows, we will consider factors such as

expected future operating income, trends and prospects, the effects of demand, competition and other factors.

If we are evaluating

the potential sale of an asset or development alternatives, the undiscounted future cash flows analysis will consider the most

likely course of action at the balance sheet date based on current plans, intended holding periods and available market information.

We will be required to make subjective assessments as to whether there are impairments in the value of our properties.

These assessments

may be influenced by factors beyond our control, such as early vacating by a tenant or damage to properties due to earthquakes,

tornadoes, hurricanes and other natural disasters, fire, civil unrest, terrorist acts or acts of war.

These assessments may have

a direct impact on our earnings because recording an impairment charge results in an immediate negative adjustment to earnings.

There can be no assurance that we will not take impairment charges in the future related to the impairment of our properties.

such impairment could have a material adverse effect on our business, financial condition and results of operations in the period

in which the charge is taken.

Our title insurance policies may

not cover all title defects.

Our properties are

insured by title policies.

We have not, however, obtained new owner’s title insurance policies in connection with the acquisition

of our initial properties in the formation transactions and certain acquisitions subsequent to the formation transactions.

instances, these insurance policies are effective as of the time of the acquisition or later refinancing.

As such, it is possible

that there may be title defects that have arisen since such acquisition or refinancing for which we will have no title insurance

If there were a material title defect related to any of our properties that is not adequately covered by a title insurance

policy, we could lose some or all of our capital invested in and our anticipated profits from such property.

We may incur significant costs complying

with various federal, state and local laws, regulations and covenants that are applicable to our properties.

Properties are subject

to various covenants and federal, state and local laws and regulatory requirements, including permitting and licensing requirements.

Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community

developers may restrict our use of our properties and may require us to obtain approval from local officials or restrict our use

of our properties and may require us to obtain approval from local officials of community standards organizations at any time with

respect to our properties, including prior to developing or acquiring a property or when undertaking renovations of any of our

existing properties.

Among other things, these restrictions may relate to fire and safety, seismic or hazardous material abatement

requirements.

There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or

cost of any future development, acquisitions or renovations, or that additional regulations will not be adopted that increase such

delays or result in additional costs.

Our growth strategy may be affected by our ability to obtain permits, licenses and zoning

In addition, federal

and state laws and regulations, including laws such as the ADA and the Fair Housing Amendment Act of 1988, or FHAA, impose further

restrictions on our properties and operations.

Under the ADA and the FHAA, all public accommodations must meet federal requirements

related to access and use by disabled persons.

Some of our properties may currently be in non-compliance with the ADA or the FHAA.

If one or more of the properties in our portfolio is not in compliance with the ADA, the FHAA or any other regulatory requirements,

we may incur additional costs to bring the property into compliance, incur governmental fines or the award of damages to private

litigants or be unable to refinance such properties.

In addition, we do not know whether existing requirements will change or whether

future requirements will require us to make significant unanticipated expenditures that will adversely impact our financial condition,

results of operations and cash flow.

We may acquire properties that are

(i) leased to both the USPS and non-postal tenants, (ii) leased solely to non-postal tenants or (iii) in markets that are new to

We may acquire properties

that are (i) leased to both the USPS and non-postal tenants, (ii) leased solely to non-postal tenants or (iii) in markets that

are new to us.

When we acquire such properties, we may face risks associated with lack of market or tenant knowledge or understanding

of the local economy or operations of the new tenant.

Additionally, we may face risks associated with forging new business relationships

and unfamiliarity with local government and local or tenant-specific permitting procedures.

We work to mitigate such risks through

extensive diligence and research and associations with experienced service providers.

However, there can be no guarantee that all

such risks will be eliminated.

Risks Related to Our Organizational Structure

Spodek and his affiliates own,

directly or indirectly, a substantial beneficial interest in our company on a fully diluted basis and have the ability to exercise

significant influence on our company and our operating partnership, including the approval of significant corporate transactions.

Spodek and his

affiliates held approximately 19.5% of the combined voting power of our outstanding shares of common stock as of November 11, 2020.

Pursuant to his ownership of Class A common stock and Voting Equivalency stock, Mr.

Spodek and his affiliates have the ability

to influence the outcome of matters presented to our stockholders, including the election of our board of directors and approval

of significant corporate transactions, including business combinations, consolidations and mergers.

Therefore, Mr.

Spodek has substantial

influence over us and could exercise influence in a manner that is not in the best interests of our other stockholders.

This concentration

of voting power might also have the effect of delaying or preventing a change of control that our stockholders may view as beneficial.

Conflicts of interest may exist or

could arise in the future between the interests of our stockholders and the interests of holders of units in our operating partnership,

which may impede business decisions that could benefit our stockholders.

Conflicts of interest

may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our

operating partnership or any partner thereof, on the other.

Our directors and officers have duties to our company under Maryland

law in connection with their management of our company.

At the same time, we, as the 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 fiduciary duties and

obligations as the general partner of our operating partnership may come into conflict with the duties of our directors and officers

to our company.

Spodek owns a significant interest in our operating partnership as a limited partner and may have conflicts

of interest in making decisions that affect both our stockholders and the limited partners of our operating partnership.

The partnership agreement

provides that, in the event of a conflict between the interests of our operating partnership or any partner, on the one hand, and

the separate interests of our company or our stockholders, on the other hand, we, in our capacity as the general partner of our

operating partnership, are under no obligation not to give priority to the separate interests of our company or our stockholders,

and that any action or failure to act on our part or on the part of our board of directors that gives priority to the separate

interests of our company or our stockholders that does not result in a violation of the contract rights of the limited partners

of the operating partnership under its partnership agreement does not violate the duty of loyalty that we, in our capacity as the

general partner of our operating partnership, owe to the operating partnership and its partners.

Additionally, the partnership

agreement provides that we will not be liable to the operating partnership or any partner for monetary damages for losses sustained,

liabilities incurred or benefits not derived by the operating partnership or any limited partner, except for liability for our

intentional harm or gross negligence.

Our operating partnership must indemnify us, our directors and officers, officers of our

operating partnership and our designees from and against any and all claims that relate to the operations of our operating partnership,

unless (1) an act or omission of the person was material to the matter giving rise to the action and either was committed in bad

faith or was the result of active and deliberate dishonesty, (2) the person actually received an improper personal benefit in violation

or breach of the partnership agreement or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause

to believe that the act or omission was unlawful.

Our operating partnership must also pay or reimburse the reasonable expenses

of any such person upon its receipt of a written affirmation of the person’s good faith belief that the standard of conduct

necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately

determined that the person did not meet the standard of conduct for indemnification.

Our operating partnership will not indemnify

or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval

(except for any proceeding brought to enforce such person’s right to indemnification under the partnership agreement) or

if the person is found to be liable to our operating partnership on any portion of any claim in the action.

Our charter contains certain provisions

restricting the ownership and transfer of our stock that may delay, defer or prevent a change of control transaction that might

involve a premium price for our Class A common stock or that our stockholders otherwise believe to be in their best interests.

Our charter contains

certain ownership limits with respect to our stock.

Our charter, among other restrictions, prohibits, subject to certain exceptions,

the beneficial or constructive ownership by any person of more than 8.5% in value or number of shares, whichever is more restrictive,

of the aggregate outstanding shares of our common stock or more than 8.5% of the outstanding shares of any class or series of our

preferred stock.

Our board of directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively,

from this ownership limit if certain conditions are satisfied.

This ownership limit as well as other restrictions on ownership

and transfer of our stock in our charter may:

discourage a tender offer, proxy contest, or other transactions or a change in management or of control that might result in a premium price for our Class A common stock or that our stockholders otherwise believe to be in their best interests;

result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of certain of the benefits of owning the additional shares.

We could increase the number of authorized

shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval.

Our board of directors,

without stockholder approval, has the power under our charter to amend our charter to increase or decrease the aggregate number

of shares of stock or the number of shares of stock of any class or series that we are authorized to issue;

provided that our board

may not increase the number of shares of Voting Equivalency stock that we have authority to issue or reclassify any shares of our

capital stock as Voting Equivalency stock without the approval of the holders of a majority of the outstanding shares of Class A

common stock.

In addition, under our charter, our board of directors, without stockholder approval, has the power to authorize

us to issue authorized but unissued shares of our Class A common stock or preferred stock and to classify or reclassify any

unissued shares of our Class A common stock or preferred stock into one or more classes or series of stock and set the preference,

conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications or

terms or conditions of redemption for such newly classified or reclassified shares.

As a result, we may issue series or classes

of common stock or preferred stock with preferences, dividends, powers and rights, voting or otherwise, that are senior to, or

otherwise conflict with, the rights of holders of our Class A common stock.

Although our board of directors has no such intention

at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series,

delay, defer or prevent a transaction or a change of control that might involve a premium price for our Class A common stock

or that our stockholders otherwise believe to be in their best interests.

Certain provisions of the MGCL, could

inhibit changes of control, which may discourage third parties from conducting a tender offer or seeking other change of control

transactions that could involve a premium price for our Class A common stock or that our stockholders otherwise believe to

be in their best interests.

Certain provisions

of the MGCL may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control

under circumstances that otherwise could provide the holders of shares of our Class A common stock with the opportunity to

realize a premium over the then-prevailing market price of such shares, including:

“business combination”

provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder”

(defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes certain fair price and/or supermajority stockholder voting requirements on these combinations;

“control share”

provisions that provide that holders of “control shares”

of our company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition”

(defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights with respect to their control shares, except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

By resolution of our

board of directors, we have opted out of the business combination provisions of the MGCL and provide that any business combination

between us and any other person is exempt from the business combination provisions of the MGCL, provided that the business combination

is first approved by our board of directors (including a majority of directors who are not affiliates or associates of such persons).

In addition, pursuant to a provision in our bylaws, we have opted out of the control share provisions of the MGCL.

board of directors may by resolution elect to opt into the business combination provisions of the MGCL and we may, by amendment

to our bylaws, opt in to the control share provisions of the MGCL in the future.

Certain provisions

of the MGCL permit our board of directors, without stockholder approval and regardless of what is currently provided in our charter

or bylaws, to implement certain corporate governance provisions, some of which (for example, a classified board) are not currently

applicable to us.

If implemented, these provisions may have the effect of limiting or precluding a third party from making an unsolicited

acquisition proposal for us or of delaying, deferring or preventing a change in control of us under circumstances that otherwise

could provide the holders of shares of our Class A common stock with the opportunity to realize a premium over the then current

market price.

Our charter contains a provision whereby we elect, at such time as we become eligible to do so, to be subject to

the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our board of directors.

Certain provisions in the partnership

agreement of our operating partnership may delay or prevent unsolicited acquisitions of us.

Provisions in the partnership

agreement of our operating partnership may delay, or make more difficult, unsolicited acquisitions of us or changes of our control.

These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our

control, although some of our stockholders might consider such proposals, if made, desirable.

These provisions include, among others:

redemption rights;

a requirement that we may not be removed as the general partner of our operating partnership without our consent;

transfer restrictions on OP Units;

our ability, as general partner, in some cases, to amend the partnership agreement and to cause the operating partnership to issue units with terms that could delay, defer or prevent a merger or other change of control of us or our operating partnership without the consent of the limited partners;

the right of the limited partners to consent to direct or indirect transfers of the general partnership interest, including as a result of a merger or a sale of all or substantially all of our assets, in the event that such transfer requires approval by our common stockholders.

As of November 11,

Spodek and his affiliates owned approximately 54.01 % of the outstanding OP Units including long-term incentive units

of the Operating Partnership (each, an “LTIP Unit”

and collectively, the “LTIP Units) and approximately 8.2 %

of the outstanding shares of our Class A common stock and all of the Voting Equivalency stock, which together represent an

approximate 18.7 % beneficial economic interest in our company on a fully diluted basis.

protection agreements may limit our ability to sell or otherwise dispose of certain properties and may require our Operating Partnership

to maintain certain debt levels that otherwise would not be required to operate our business.

connection with contributions of properties to our Operating Partnership, our Operating Partnership has entered and may in the

future enter into tax protection agreements under which it agrees to minimize the tax consequences to the contributing partners

resulting from the sale or other disposition of the contributed properties.

Tax protection agreements may make it economically

prohibitive to sell any properties that are subject to such agreements even though it may otherwise be in our stockholders’

best interests to do so.

In addition, we may be required to maintain a minimum level of indebtedness throughout the term of any

tax protection agreement regardless of whether such debt levels are otherwise required to operate our business or provide certain

or our contributors the opportunity to guarantee debt or enter into a deficit restoration obligations upon a future repayment,

retirement, refinancing or other reduction (other than scheduled amortization) of currently outstanding debt prior to the tenth

anniversary of the completion of the formation transactions.

If we fail to make such opportunities available, we will be required

to deliver to each such contributor a cash payment intended to approximate the contributor’s tax liability resulting from

our failure to make such opportunities available to that contributor and the tax liabilities incurred as a result of such tax protection

Nevertheless, we have entered and may in the future enter into tax protection agreements to assist contributors of properties

to our Operating Partnership in deferring the recognition of taxable gain as a result of and after any such contribution.

Our board of directors may change

our strategies, policies and procedures without stockholder approval, and we may become more highly leveraged, which may increase

our risk of default under our debt obligations.

Our investment, financing,

leverage and distribution policies, and our policies with respect to all other activities, including growth, capitalization and

operations, will be determined exclusively by our board of directors, and may be amended or revised at any time by our board of

directors without notice to or a vote of our stockholders.

This could result in us conducting operational matters, making investments

or pursuing different business or growth strategies than those contemplated in this report.

Further, our charter and bylaws do

not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur.

Our board of directors may alter or

eliminate our current policy on borrowing at any time without stockholder approval.

If this policy changed, 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

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 regards to the foregoing could materially adversely affect our financial

condition, results of operations and cash flow.

Our rights and the rights of our

stockholders to take action against our directors and officers are limited.

Under Maryland law,

generally, a director will not be liable if he or she performs his or her duties in good faith, in a manner he or she 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.

In addition, our charter limits the liability of our directors and officers to us and our stockholders for money

damages, except for liability resulting from:

actual receipt of an improper benefit or profit in money, property or services;

active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.

Our charter requires

us to indemnify, and advance expenses to, each director and officer, to the maximum extent permitted by Maryland law, in the defense

of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service to us.

entered into indemnification agreements with each of our executive officers and directors whereby we will indemnify our directors

and executive officers to the fullest extent permitted by Maryland law against all expenses and liabilities incurred in their capacity

as an officer and/or director, subject to limited exceptions.

As a result, we and our stockholders may have more limited rights

against our directors and officers than might otherwise exist absent the current provisions in our charter or that might exist

with other companies.

We are a holding company with no

direct operations and, as such, we rely on funds received from our operating partnership to pay liabilities, and the interests

of our stockholders are structurally subordinated to all liabilities and obligations of our operating partnership and its subsidiaries.

We are a holding company

and conduct substantially all of our operations through our operating partnership.

We do not have, apart from an interest in our

operating partnership, any independent operations.

As a result, we rely on cash distributions from our operating partnership to

pay any dividends we declare on shares of our Class A common stock.

We also rely on distributions from our operating partnership

to meet any of our obligations, including any tax liability on taxable income allocated to us from our operating partnership.

addition, because we are a holding company, your claims as a stockholder will be structurally subordinated to all existing and

future liabilities and obligations (whether or not for borrowed money) of our operating partnership and its subsidiaries.

in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating partnership and its subsidiaries

will be available to satisfy the claims of our stockholders only after all of our and our operating partnership’s and its

subsidiaries’

liabilities and obligations have been paid in full.

Our operating partnership may issue

additional OP Units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our

operating partnership and could have a dilutive effect on the amount of distributions made to us by our operating partnership and,

therefore, the amount of distributions we can make to our stockholders.

As of November 11,

2020, approximately 23.1 % of the outstanding OP Units (including the LTIP Units) of our operating partnership were held by third

We may, in connection with our acquisition of properties or otherwise, continue to issue additional OP Units to third

Such issuances would reduce our ownership percentage in our operating partnership and could affect the amount of distributions

made to us by our operating partnership and, therefore, the amount of distributions we can make to our stockholders.

OP Units, do not have any voting rights with respect to any such issuances or other partnership level activities of our operating

Risks Related to Our Status as a REIT

Failure to remain qualified as a

REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to

our stockholders.

We elected to be taxed

as a REIT under Sections 856-860 of the Code upon the filing of our tax return for the short taxable year ended December 31, 2019.

Commencing with such taxable year, we were organized and operated in such a manner as to qualify to be taxed as a REIT for U.S.

federal income tax purposes, and we expect to continue to be so organized and operated.

Qualification as a REIT involves the application

of highly technical and complex tax rules, for which there are only limited judicial and administrative interpretations.

that we hold substantially all our assets through a partnership further complicates the application of the REIT requirements.

a seemingly minor technical or inadvertent mistake could jeopardize our REIT status.

Our REIT status depends upon various factual

matters and circumstances that may not be entirely within our control.

Moreover, our qualification and taxation as a REIT depend

upon our ability to meet on a continuing basis, through actual annual operating results, certain qualification tests set forth

in the federal tax laws.

For example, in order to qualify as a REIT, at least 95% of our gross income in any year must be

derived from qualifying sources, such as rents from real property, and we must satisfy a number of requirements regarding the composition

of our assets.

Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, excluding

net capital gains.

No assurances can be given that our actual results of operations for any particular taxable year will satisfy

such requirements.

In addition, new legislation, regulations, administrative interpretations or court decisions, each of which

could have retroactive effect, may make it more difficult or impossible for us to qualify as a REIT, or could reduce the desirability

of an investment in a REIT relative to other investments.

If we fail to maintain

our qualification as a REIT in any taxable year, we will face serious tax consequences that will substantially reduce the funds

available for distributions to our stockholders because:

we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates;

we could be subject to increased state and local taxes;

unless we are entitled to relief under certain federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.

In addition, if we

fail to qualify as a REIT, we will no longer be required to make distributions to our stockholders.

As a result of all these factors,

our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it would adversely affect

the value of our Class A common stock.

if we qualify as a REIT, we may be subject to some U.S.

federal, state and local income, property and excise taxes on our income

or property and, in certain cases, a 100% penalty tax, in the event we sell property that we hold primarily for sale to customers

in the ordinary course of business.

In addition, our taxable REIT subsidiaries (“TRSs”) are subject to tax as regular

corporations in the jurisdictions in which they operate.

Even if we qualify as a REIT, we

may face other tax liabilities that reduce our cash flows.

Even if we qualify

for taxation as a REIT, we may be subject to certain federal, state and local taxes on our income and assets, including taxes on

any undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income,

property and transfer taxes.

In addition, under new partnership audit procedures applicable beginning in 2018, our operating partnership

and any other partnership that we may own in the future may be liable at the entity level for any tax assessed under those procedures.

Also, our TRS will be subject to regular corporate federal, state and local taxes.

Any of these taxes would decrease cash available

for distributions to stockholders.

Failure to make required distributions

would subject us to federal corporate income tax.

We have operated and

intend to continue to operate so as to qualify as a REIT for federal income tax purposes.

In order to qualify as a REIT, we generally

are required to distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and

excluding any net capital gains, each year to our stockholders.

To the extent that we satisfy this distribution requirement but

distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on our undistributed taxable

In addition, we will be subject to a 4% non-deductible excise tax if the actual amount that we pay out to our stockholders

in a calendar year is less than a minimum amount specified under the Code.

Complying with REIT requirements

may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

To maintain qualification

as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our

income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our capital

In order to meet these tests, we may be required to forego investments we might otherwise make.

Thus, compliance with the

REIT requirements may hinder our performance.

In particular, we 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 qualified real estate assets.

The remainder of our investment in securities (other than government securities, securities

of TRSs and qualified real estate assets) 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 assets (other than government securities, securities of TRSs and qualified real estate assets) can consist

of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by the 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 otherwise attractive investments.

These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.

The prohibited transactions tax may

limit our ability to dispose of our properties.

A REIT’s net

income from prohibited transactions is subject to a 100% tax.

In general, prohibited transactions are sales or other dispositions

of property other than foreclosure property, held primarily for sale to customers in the ordinary course of business.

subject to the prohibited transaction tax equal to 100% of net gain upon a disposition of real property.

Although a safe harbor

to the characterization of the sale of real property by a REIT as a prohibited transaction is available, we cannot assure you that

we can comply with the safe harbor or that we will avoid owning property that may be characterized as held primarily for sale to

customers in the ordinary course of business.

Consequently, we may choose not to engage in certain sales of our properties or may

conduct such sales through our TRS, which would be subject to federal and state income taxation.

We could be affected by tax liabilities

or earnings and profits of our Predecessor.

A portion of our Predecessor

that was taxable as a C corporation merged into us as a part of formation transactions.

As a result of the merger, any unpaid tax

liabilities of such taxable C corporation were transferred to us.

Under an indemnification agreement, Mr.

Spodek and his affiliates

are required to make a payment to us in the event that there is a final determination of any such tax liabilities.

and his affiliates do not make such payment, we would be responsible for paying such tax liabilities, which would decrease cash

available for distributions to stockholders.

There are uncertainties relating

to the estimate of the accumulated earnings and profits attributable to UPH.

Because a portion of

our predecessor, United Postal Holdings, Inc.(“UPH”) was a C corporation, to qualify as a REIT, we were required to

distribute to our stockholders prior to the end of the taxable year ended December 31, 2019 all of UPH’s accumulated earnings

and profits attributable taxable years prior to the formation transactions.

Based on an earnings and profits study we obtained

from an accounting firm, we do not believe that we had any accumulated earnings and profits attributable to UPH.

While we believe

that we satisfied the requirements relating to the distribution of UPH’s earnings and profits, the determination of the amount

of accumulated earnings and profits attributable to UPH is a complex factual and legal determination.

There are substantial uncertainties

relating to the computation of our accumulated earnings and profits attributable to UPH, including our interpretation of the applicable

law differently from the IRS.

In addition, the IRS could, in auditing UPH’s tax years through the effective date of the merger

with us, successfully assert that our taxable income should be increased, which could increase our earnings and profits attributable

Although there are procedures available to cure a failure to distribute all of our non-REIT earnings and profits, we cannot

now determine whether we will be able to take advantage of them or the economic impact to us of doing so.

If it is determined that

we had undistributed non-REIT earnings and profits as of the end of any taxable year in which we elect to qualify as a REIT, and

we are unable to cure the failure to distribute such earnings and profits, then we would fail to qualify as a REIT under the Internal

Revenue Code.

A sale of assets acquired as part

of the merger between us and UPH within five years after the merger would result in corporate income tax, which would reduce the

cash available for distribution to our stockholders.

If we sell any asset

that we acquired as part of the merger between us and UPH within five years after the merger and recognize a taxable gain on the

sale, we will be taxed at the highest corporate rate on an amount equal to the lesser of:

the amount of gain that we recognize at the time of the sale;

the amount of gain that we would have recognized if we had sold the asset at the time of the merger for its then fair market value.

This rule potentially

could inhibit us from selling assets acquired as part of the merger within five years after the merger.

The ability of our board of directors

to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders.

Our charter provides

that our board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it

determines that it is no longer in our best interests to continue to qualify as a REIT.

If we cease to qualify as a REIT, we would

become subject to federal income tax on our taxable income and would no longer be required to distribute most of our taxable income

to our stockholders, which may have adverse consequences on our total return to our stockholders.

Our transactions with our TRS will

cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length

Overall, no more than

20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs.

In addition, the Code limits

the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level

of corporate taxation and, in certain circumstances, other limitations on deductibility may apply.

The Code also imposes a 100%

excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

Our TRS will be subject

to applicable federal, foreign, state and local income tax on its taxable income, and its after-tax net income will be available

for distribution to us but is not required to be distributed to us.

We believe that the aggregate value of the stock and securities

of our TRS will be less than 20% of the value of our total assets (including our TRS stock and securities).

Furthermore, we will

monitor the value of our respective investments in our TRS for the purpose of ensuring compliance with TRS ownership limitations

and will structure our transactions with our TRS on terms that we believe are arm’s length to avoid incurring the 100% excise

tax described above.

There can be no assurance, however, that we will be able to comply with the 20% limitation discussed above

or to avoid application of the 100% excise tax.

You may be restricted from acquiring

or transferring certain amounts of our Class A common stock.

The restrictions on

ownership and transfer in our charter may inhibit market activity in our capital stock and restrict our business combination opportunities.

In order to maintain

our qualification as a REIT for each taxable year, five or fewer individuals, as defined in the Code, may not own, beneficially

or constructively, more than 50% in value of our issued and outstanding stock at any time during the last half of a taxable year.

Attribution rules in the Code determine if any individual or entity beneficially or constructively owns our capital stock under

this requirement.

Additionally, at least 100 persons must beneficially own our capital stock during at least 335 days of a taxable

year for each taxable year.

To help ensure that we meet these tests, our charter restricts the acquisition and ownership of shares

of our capital stock.

Our charter, with certain

exceptions, authorizes our board of directors to take such actions as are necessary to preserve our qualification as a REIT.

exempted by our board of directors, our charter prohibits any person, other than Mr.

Spodek, from beneficially or constructively

owning more than 8.5% in value or number of shares, whichever is more restrictive, of the aggregate outstanding shares of our common

stock or more than 8.5% in value of the outstanding shares of any class or series of our preferred stock.

Our charter permits Mr.

Spodek to own up to 15.0% in value or number of shares, whichever is more restrictive, of our outstanding shares of common stock.

Our board of directors may not grant an exemption from this restriction to any proposed transferee whose ownership would result

in our failing to qualify as a REIT.

This as well as other restrictions on transferability and ownership will not apply, however,

if our board of directors determines that it is no longer in our best interests to continue to qualify as a REIT.

Dividends payable by REITs generally

do not qualify for the reduced tax rates on dividend income from regular corporations.

Qualified dividend

income payable to U.S.

stockholders that are individuals, trusts and estates is subject to the reduced maximum tax rate applicable

to capital gains.

Dividends payable by REITs, however, generally are not eligible for the reduced qualified dividend rates.

taxable years beginning before January 1, 2026, non-corporate taxpayers may deduct up to 20% of certain pass-through business income,

including “qualified REIT dividends”

(generally, dividends received by a REIT shareholder that are not designated as

capital gain dividends or qualified dividend income), subject to certain limitations, resulting in an effective maximum federal

income tax rate of 29.6% on such income.

Although the reduced federal income tax rate applicable to qualified dividend income does

not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate

dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less

attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of

the shares of REITs, including our Class A common stock.

Tax rates could be changed in future legislation.

If our operating partnership failed

to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.

Our operating partnership

has operated and intends to continue to operate as a partnership for federal income tax purposes.

As a partnership, our operating

partnership generally will not be subject to federal income tax on its income.

Instead, each of its partners, including us, will

be allocated, and may be required to pay tax with respect to, its share of our operating partnership’s income.

assure you, however, that the IRS will not challenge the status of our operating partnership or any other subsidiary partnership

in which we own an interest as a partnership for federal income tax purposes, or that a court would not sustain such a challenge.

If the IRS were successful in treating our operating partnership or any such other subsidiary partnership as an entity taxable

as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable

to REITs and, accordingly, we would likely cease to qualify as a REIT.

Also, the failure of our operating partnership or any subsidiary

partnerships to qualify as a partnership could cause it to become subject to federal and state corporate income tax, which would

reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.

To maintain our REIT status, we may

be forced to borrow funds during unfavorable market conditions, and the unavailability of such capital on favorable terms at the

desired times, or at all, may cause us to curtail our investment activities or dispose of assets at inopportune times and/or on

unfavorable terms, which could materially adversely affect our financial condition, results of operations and cash flow.

order to qualify as a REIT, we generally must distribute to our stockholders, on an annual basis, at least 90% of our “REIT

taxable income,”

determined without regard to the deduction for dividends paid and excluding net capital gains.

we will be subject to U.S.

federal income tax at the regular corporate rate (currently 21%) to the extent that we distribute less

than 100% of our net taxable income (including net capital gains) and will be subject to a 4% non-deductible excise tax on the

amount by which our distributions in any calendar year are less than a minimum amount specified under U.S.

federal income tax laws.

We intend to continue to distribute our net income to our stockholders in a manner intended to satisfy the REIT 90% distribution

requirement and to avoid U.S.

federal income tax and the 4% non-deductible excise tax.

addition, from time to time our taxable income may exceed our net income as determined by GAAP.

This may occur, for instance, because

realized capital losses are deducted in determining our GAAP net income, but may not be deductible in computing our taxable income.

In addition, we may incur non-deductible capital expenditures or be required to make debt or amortization payments.

of the foregoing, we may generate less cash flow than taxable income in a particular year and we may incur U.S.

federal income

tax and the 4% non-deductible excise tax on that income if we do not distribute such income to stockholders in that year.

event, we may be required to (i) use cash reserves, (ii) incur debt at rates or times that we regard as unfavorable, (iii) sell

assets in adverse market conditions, (iv) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures

or repayment of debt, or (v) make a taxable distribution of our shares as part of a distribution in which stockholders may elect

to receive our shares or (subject to a limit measured as a percentage of the total distribution) cash in order to satisfy the REIT

90% distribution requirement and to avoid U.S.

federal income tax and the 4% non-deductible excise tax in that year.

These alternatives

could increase our costs or reduce our equity.

Thus, compliance with the REIT requirements may hinder our ability to grow, which

could adversely affect our business, financial condition and results of operations.

Covenants in our agreements for our

credit facilities or other borrowings may restrict our ability to pay distributions which could cause us to fail to qualify as

In order to maintain

our qualification as a REIT, we are generally required under the Code to distribute annually at least 90% of our net taxable income,

determined without regard to the deduction for dividends paid and excluding any net capital gains.

In addition, we will be subject

to income tax at regular corporate rates to the extent that we distribute less than 100% of our net taxable income, including any

net capital gains.

Under agreements for our credit facilities or other borrowings, we may be subject to various financial covenants

that may inhibit our ability to make distributions to our stockholders, which could restrict us from making sufficient distributions

to maintain our REIT status.

New legislation or administrative

or judicial action, in each instance potentially with retroactive effect, could adversely affect us or our stockholders.

The federal income

tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at

any time, which could affect the federal income tax treatment of an investment in us.

The federal income tax rules dealing with

REITs constantly are under review by persons involved in the legislative process, the IRS and the U.S.

Treasury Department, which

could result in statutory changes as well as frequent revisions to regulations and interpretations.

Additional changes to the tax

laws are likely to continue to occur.

We and our stockholders could be adversely affected by any recent change in, or any new federal

income tax law, regulation or administrative interpretation.

General Risk Factors

An increase in market interest rates may have an adverse

effect on the market price of our securities.

One of the factors that investors may consider

in deciding whether to buy or sell our securities is our dividend rate as a percentage of our share or unit price, relative to

market interest rates.

If market interest rates increase, prospective investors may desire a higher dividend or interest rate on

our securities or seek securities paying higher dividends or interest.

The market price of our Class A common stock likely will

be based primarily on the earnings and return that we derive from our investments and income with respect to our properties and

our related distributions to stockholders, and not from the market value or underlying appraised value of the properties or investments

As a result, interest rate fluctuations and capital market conditions can affect the market price of our Class A common

For instance, if interest rates rise without an increase in our dividend rate, the market price of our Class A common stock

could decrease because potential investors may require a higher dividend yield on our Class A common stock as market rates on interest-bearing

securities, such as bonds, rise.

In addition, rising interest rates would result in increased interest expense on our variable

rate debt, thereby adversely affecting cash flow and our ability to service our indebtedness and pay dividends.

Future offerings of equity securities, which would dilute

our existing stockholders and may be senior to our Class A common stock for the purposes of dividend distributions, may adversely

affect the market price of our Class A common stock.

In the future, we may attempt to increase

our capital resources by making additional offerings of equity securities, including classes of preferred or common stock.

equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our Class A common stock, or

Preferred stock could have a preference on liquidating distributions or a preference on dividend payments that could limit

our ability to make a dividend distribution to the holders of our common stock.

Because our decision to issue securities in any

future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount,

timing or nature of our future offerings.

Thus, our stockholders bear the risk of our future offerings reducing the market price

of our Class A common stock and diluting their holdings in us.

The market price of our Class A common stock has been,

and may continue to be, volatile and has declined, and may continue to decline, which may result in a substantial or complete loss

of your investment in our Class A common stock.

The stock markets have previously and recently

experienced significant price and volume fluctuations.

As a result, the market price of our Class A common stock has been and could

be similarly volatile in the future, and investors in our Class A common stock may experience a decrease in the value of their

investments, including decreases unrelated to our operating performance or prospects.

The market price of our Class A common stock

could be subject to wide fluctuations in response to a number of factors, including:

our operating performance and the performance of other similar companies;

actual or anticipated differences in our operating results;

changes in our revenues or earnings estimates or recommendations by securities analysts;

publication of research reports about us or our industry by securities analysts;

additions and departures of key personnel;

strategic decisions by us or our competitors, such as mergers and acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy;

the passage of legislation or other regulatory developments or executive policies that adversely affect us or our industry;

speculation in the press or investment community;

actions by institutional stockholders;

changes in accounting principles;

terrorist acts;

general market conditions, including factors unrelated to our performance;

pandemics and epidemics, such as the COVID-19 pandemic, and the related governmental and economic responses thereto.

In the past, securities class action litigation

has often been instituted against companies following periods of volatility in their stock price.

This type of litigation could

result in substantial costs and divert our management’s attention and resources.

Future sales of our Class A common stock, preferred stock,

or securities convertible into or exchangeable or exercisable for our Class A common stock could depress the market price of our

Class A common stock.

We cannot predict whether future sales of

our Class A common stock, preferred stock, or securities convertible into or exchangeable or exercisable for our Class A common

stock or the availability of these securities for resale in the open market will decrease the market price of our Class A common

Sales of a substantial number of these securities in the public market, including sales upon the redemption of OP Units,

or the perception that these sales might occur, may cause the market price of our common shares to decline and you could lose all

or a portion of your investment.

Future issuances of our Class A common stock, preferred stock, or other securities convertible

into or exchangeable or exercisable for our Class A common stock, including, without limitation, OP Units, in connection with property,

portfolio or business acquisitions and issuances of equity-based awards to participants in our Equity Incentive Plan, could have

an adverse effect on the market price of our Class A common stock.

Future issuances of these securities also could adversely affect

the terms upon which we obtain additional capital through the sale of equity securities.

In addition, future sales or issuances

of our Class A common stock may be dilutive to existing stockholders.

Unregistered Sales of Equity Securities and Use

Defaults Upon Senior Securities

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What changed 10-Q

Item 1A. Risk Factors