What changed in this filing

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Item 1A. Risk Factors

2021-03-30 compared with 2020-03-27 · 797 added, 658 removed, 647 unchanged (69% of the section changed)

Risk Factor Summary

Related to the USPS

Our business is substantially dependent on the demand for leased postal properties.

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

USPS has a substantial amount of indebtedness.

● The USPS is subject to congressional oversight and regulation

by the Postal Regulatory Commission or the PRC and other agencies.

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.

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

properties may have a higher risk of terrorist attacks.

● The ongoing COVID-19 pandemic and measures being taken to prevent

its spread, including government-imposed travel related limitations, could negatively impact the USPS, which could have a material

adverse effect on our business.

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

involving the USPS, including related to changes in the USPS’s operations, may disrupt our business.

Related to Our Business Operations

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

currently have a concentration of postal properties in Pennsylvania, Wisconsin, Texas, Maine, Oklahoma and Illinois and are exposed

to changes in regional or local conditions in these states.

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

vacancies could result in significant capital expenditures and illiquidity.

of March 30, 2021, the leases at 11 of our properties were expired and the USPS is occupying such properties as a holdover tenant.

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

properties are illiquid.

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

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

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 after June 2023 may affect our

financial results.

● Failure to comply with covenants

in our debt agreements could adversely affect our financial condition.

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

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

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.

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.

could incur significant costs and liabilities related to environmental matters.

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

are subject to risks from natural disasters, such as earthquakes and severe weather, and the risks associated with the physical

effects of climate change.

properties may be subject to impairment charges.

title insurance policies may not cover all title defects.

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

have acquired and may continue to 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 ., and we may not be able to adapt to these new business

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.

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.

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

of control transaction.

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

provisions of the Maryland General Corporation Law, or MGCL could inhibit changes of control, which may discourage third parties

from conducting a tender offer or seeking other change of control transactions.

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

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.

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.

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

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.

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

Related to Our Status as a REIT

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

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

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

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

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

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

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

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

ability of our Board of Directors to revoke our REIT qualification without stockholder approval.

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.

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

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

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

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

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

legislation or administrative or judicial action, in each instance potentially with retroactive effect, could adversely affect

us or our stockholders.

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

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

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

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.

face cybersecurity risks and risks associated with security breaches.

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

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

In addition to the information set forth in this Annual Report

on Form 10-K, one should carefully review and consider the information contained in our other reports and periodic filings

that we make with the SEC.

Those risk factors could materially affect our overall business, financial condition, results of operations,

and cash flows;

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

Report on Form 10-K, one should carefully review and consider the information contained in our other reports and periodic

filings that we make with the SEC.

Those risk factors could materially 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.

or the market price

of our Class A common stock.

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 in the beginning

of “Part I”

in this Annual Report on Form 10-K.

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

Related to the USPS

USPS is an independent agency of the executive branch of the U.S.

federal government and any change to the USPS’s mission

or purpose could have a material adverse effect on our business, financial condition and results of operations.

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

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, as has been proposed by the Trump administration,

may have a material adverse effect on our business.

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

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

The number of retail post

office locations nationwide has decreased by approximately 1,000 post offices since 2010.

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

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, 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

Recently, 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.

USPS is facing legislative constraints that are hindering the USPS’s ability to maintain adequate liquidity to sustain its

current operations.

Our business is substantially dependent

on the demand for leased postal properties.

Any significant decrease

in the demand for leased postal properties could have an adverse effect on our business.

The number of retail postal locations

nationwide has been decreasing over the prior decade.

Additionally, on March 23, 2021, Postmaster General Louis DeJoy released

a ten-year plan entitled Delivering for America:

Our Vision and Ten-Year Plan to Achieve Financial Sustainability and Service

Excellence (the “Ten-Year Plan”), which includes evaluating the facility consolidations that were deferred in 2015

and potentially consolidating the facilities that remain underutilized.

Consolidation of our postal properties would materially

adversely affect our operations.

Further reductions in the number of postal 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 postal 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, Amazon, UPS and DHL, begun implementing

autonomous delivery devices to assist retail companies with same-day and last-mile deliveries, in addition to publicly stating

their intention to expand their last-mile delivery capabilities.

The development, implementation and broad adoption of these devices

may decrease the demand for postal services.

USPS is facing legislative constraints that are hindering the USPS ‘s ability to maintain adequate liquidity to sustain

its current operations.

If the USPS’s revenues decrease due to reduced demand for postal services, then the USPS may reduce

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regulatory reform of the USPS, which may have a material adverse effect on our business and operations.

of December 31, 2019, the USPS had total assets of approximately $29.2 billion and total liabilities of approximately $101.5 billion.

A significant portion of the USPS’s liabilities consist of unfunded fixed benefits, such as pensions and healthcare, to

retired USPS workers.

Although 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 were 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.

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

USPS workers.

Although 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

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on our business and operations.

We cannot predict whether any currently contemplated reforms will ultimately take effect and,

if so, how such reforms would specifically affect us.

the USPS is unable to extend its Note Purchase Agreement (as amended, the “NPA”) with the Federal Financing Bank (the

“FFB”), the USPS may not be able to refinance debt with the FFB in the future at comparable terms to those currently

April 1, 1999, the USPS entered into a Note Purchase Agreement with the FFB for the purpose of obtaining debt financing.

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.

All of the USPS’s outstanding debt as of December 31, 2019 was obtained through the NPA.

The most recent extension to the NPA 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 at all.

We cannot predict whether any currently contemplated reforms or any reforms pursued by the Biden

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

USPS has a substantial amount of indebtedness.

of December 31, 2019, the USPS reported outstanding debt obligations to the FFB of $11.0 billion.

As of September 30, 2019, the

USPS had a total underfunded Postal Service Retiree Health Benefit Fund (“PSRHBF”) liability of $69.4 billion as reported

by the United States Office of Personnel Management (“OPM”), which the USPS is required to fund in future periods.

As of December 31, 2019, the USPS reported $48.4 billion as current liabilities due and payable to the PSRHBF for invoiced but

unpaid contributions.

As of September 30, 2019, the USPS estimated underfunded retirement benefits amortization to the Civil Service

Retirement System (“CSRS”) and Federal Employees Retirement System (“FERS”) funds of $29.0 billion and

$20.9 billion, respectively, as reported by OPM, which the USPS is required to fund in future periods.

Of these amounts, the USPS

has unpaid obligations due to OPM that total nearly $4.8 billion for CSRS amortization payments and $3.4 billion for FERS amortization

payments, which the USPS reported as current liabilities.

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.

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 at all.

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.

USPS has significant outstanding debt obligations to the FFB.

and a significant underfunded Postal Service Retiree Health Benefit

Fund, or the 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, or CSRS, and Federal Employees Retirement System, or FERS,

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

The USPS’s significant indebtedness and unpaid retirement and

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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.

its operating and financial results, and as a result, reduce demand for leasing postal properties.

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

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.

business and results of operations of the USPS are significantly affected by competition from both competitors in the delivery

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digital mobile advertising.

The volume of the USPS’s periodicals service continues to decline as consumers increasingly

use electronic media for news and information.

The growth in the USPS’s competitive service volumes over the past five years

is largely attributable to the USPS’s three 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.

USPS’s need to streamline its operations in response to declining mail volume may result in significant costs.

USPS has considered and is considering on an ongoing basis whether to reduce its workforce and physical infrastructure to a level

commensurate with declining mail volume.

The USPS’s ongoing reviews of cost-savings opportunities may identify opportunities

that impact mail processing operations or affect lobby hours of retail units, post offices or other facilities.

Future changes

in the USPS’s business strategy, operations, legislation, government regulations or economic or market conditions may result

in reduced demand for leasing post offices by the USPS.

inability of the Board of Governors of the USPS to form a quorum as due to an insufficient number of confirmed sitting Governors

could adversely affect the ability of the USPS to increase postal rates, and as a result, adversely affect the USPS’s results

of operations and diminish demand for the leasing of postal properties.

Board of Governors of the USPS normally consists of nine Governors appointed by the President of the United States with the advice

and consent of the Senate.

The nine Governors select the Postmaster General, who becomes a member of the Board, and those ten

individuals select the Deputy Postmaster General, who also serves on the Board of Governors.

The Postmaster General serves at

the pleasure of the Governors for an indefinite term and the Deputy Postmaster General serves at the pleasure of the Governors

and the Postmaster General.

The Board of Governors is required to have a quorum of six members to exercise certain powers.

the event the Board of Governors is unable to form a quorum due to an insufficient number of confirmed sitting Governors ,the

USPS’s operations, including the ability of the USPS to increase postal rates and diminish demand for the leasing of postal

properties, could be adversely affected.

USPS’s potential insolvency, inability to pay rent or bankruptcy would have a material adverse effect on us, including on

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

obligations and could result in our inability to continue as a going concern.

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

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

USPS’s potential insolvency, inability to pay rent or bankruptcy would 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 could result

in our inability to continue as a going concern.

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

can be no assurance that the USPS will be able to avoid insolvency, make timely rental payments or avoid defaulting under its

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our business, financial condition and results of operations.

Implementation of the Ten-Year Plan

proposed by Mr.

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

DeJoy has published

his Ten-Year Plan to address the challenges of the shift from traditional letter-mail to package delivery, underperformance in

processing, transportation, delivery and retail operations, failure to meet service performance standards and a perilous and worsening

financial situation that has resulted in losses over the last fourteen years of $87 billion.

The strategic initiatives are designed

to reverse a projected $160 billion in losses over the next ten years and to operate at a positive net income beginning in 2023

Retail revenue has decreased substantially since 2015.

The Ten-Year Plan includes realignment, procurement of new facilities,

expansion of existing facilities and consolidation of underused facilities as well as modernization of retail lobbies to enable

expanded digital, small, medium-sized business and government services, which could affect our operations if our postal properties

are consolidated.

The Ten-Year Plan also includes a request for Congress to relieve pre-funding obligations of the PSRHBF and to

require the integration of Medicare with postal service-specific health plan.

The extent to which

the implementation of this Ten-Year Plan will affect, our business, liquidity, financial condition, and results of operations,

will depend on numerous factors that we may not be able to accurately predict or assess.

Portions of the Ten-Year Plan require

Congressional approval, which we cannot predict at this time and there will be additional conversations with stakeholders about

implementation and changes to the Ten-Year Plan.

USPS’s failure to implement the Ten-Year Plan or get Congressional approval

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

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

the USPS is an independent agency of the U.S.

federal government, our properties may have a higher risk of terrorist attack than

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

similar properties leased to non-governmental tenants.

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adverse effect on our business, financial condition and results of operations.

Public health threats such as COVID-19

could have a material adverse effect on the demand for post office properties and USPS operations.

The ongoing COVID-19 pandemic 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 at

post office properties may reduce the demand for post office properties by the USPS and our results of operations could decline

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 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.

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 postal properties which could have a material adverse effect on our business,

results of operations and financial condition.

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 postal properties.

A continued reduction in the use of in-person services may reduce the demand for postal 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 postal properties.

Continued reduction or permanent changes to mail volume could reduce demand for

postal properties and materially adversely affect our result of operations.

although the Coronavirus Aid, Relief, and Economic Security (CARES) Act, as amended by Public Law 116-260, the Consolidated Appropriations

Act of 2021, includes a $10 billion loan to the USPS, there can be no assurances that this financing will be 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 $10 billion loan.

Moreover, 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.

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 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 postal properties and adversely affecting our business and

results of operations.

given 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;

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

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.

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.

DeJoy’s appointment, 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.

24, 2021, President Joseph Biden nominated two Democrats and an Independent to the USPS Board of Governors that if confirmed would

lead to four Democrats, four Republicans and an Independent on the Board.

Recently, Mr.

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

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.

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 postal locations and adversely affecting our business and results of operations.

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.

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 the date of this report, several lawsuits have been filed and remain pending against

DeJoy, the USPS and former President Donald Trump pertaining to operational change at the USPS, mail delays and mail-in voting

for the 2020 presidential election.

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.

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

Related to Our Business and Operations

may be unable to identify and complete acquisitions of properties that meet our investment criteria, which may materially adversely

affect our financial condition, results of operations, cash flow and growth prospects.

business and growth strategy involves the selective acquisition of post office properties.

We may expend significant management

time and other resources, including out-of-pocket costs, in pursuing these investment opportunities.

Our ability to acquire properties

on favorable terms, or at all, may be exposed to the following significant risks:

may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions,

including those that we are subsequently unable to complete;

for the acquisition of properties are subject to conditions, which we may be unable to satisfy;

may be unable to obtain financing on favorable terms or at all.

we are unable to identify attractive investment opportunities, our financial condition, results of operations, cash flow and growth

prospects could be materially adversely affected.

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

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the USPS by third parties may not succeed.

are a limited number of post office properties and competition to buy these properties may be significant.

plan to acquire properties which are leased to the USPS whenever we are able to identify attractive opportunities and have sufficient

available financing to complete such acquisitions.

We may face competition for acquisition opportunities from other investors

and this competition may subject us to the following risks:

may be unable to acquire a desired property because of competition from other well capitalized real estate investors, including

private investment funds and others;

from other real estate investors may significantly increase the purchase price we must pay to acquire properties.

addition, because of our public profile as the only publicly traded REIT dedicated to USPS properties, our IPO and 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.

currently have a concentration of post office properties in Pennsylvania, Oklahoma, Texas, Illinois, North Carolina and Missouri

and are exposed to changes in market conditions in these states.

business may be adversely affected by local economic conditions in the areas in which we operate, particularly in Pennsylvania,

Oklahoma, Texas, Illinois, North Carolina and Missouri, where many of our post office properties are concentrated.

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

currently have a concentration of postal properties in Pennsylvania, Wisconsin, Maine, Texas, Oklahoma and Illinois and are exposed

to changes in regional or local conditions in these states.

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 postal properties are concentrated.

may affect our occupancy levels, our rental revenues, our funds from operations or the value of our properties include the following,

among others:

in global, national, regional and local economic conditions;

reduction of the USPS workforce;

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

downturns in global,

national, regional and local economic conditions;

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

possible reduction

of the USPS workforce;

economic conditions

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

may be unable to renew leases or sell vacated properties on favorable terms, or at all, as leases expire, which could materially

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our ability to service our debt obligations.

Although 100% of our properties were leased to the USPS, other

than a de-minimis non-postal tenant that shares space in a building leased to the USPS as of December 31, 2019, we cannot assure

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

cannot assure you that any leases will be renewed or that vacated properties will be sold on favorable terms, or at all.

the date of this report, the USPS has notified us of its intent to vacate one property in our portfolio.

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.

may be required to make rent or other concessions to improve our properties in order to retain the USPS, which may materially

adversely affect us.

expiration of our leases to the USPS we may be required to make rent or other concessions, which would increase our costs.

we are unwilling or unable to make rent or other concessions and/or expenditures, this could result in non-renewals to the USPS

upon expiration of its leases, which could have a material adverse effect on us, including our financial condition, results of

operations, cash flow, cash available for distribution and our ability to service our debt obligations.

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.

vacancies could result in significant capital expenditures and illiquidity.

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it is suitable for a new tenant.

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 December 31, 2019, 20

of our leases were either in holdover status or expired on December 31, 2019, and if we are unable to renew these leases on equivalent

terms, we might experience lower rental revenue, net operating income, cash flows and funds available for distributions.

As of December 31,

2019, 20 of our leases were either in holdover status or expired on December 31, 2019.

See “Item 2.

Properties—

Expiration Schedule”.

As of March 25, 2020, 32 leases were in holdover status representing $1.1 million of annual rental

revenue for the year ended December 31, 2019.

We might not be successful in renewing the leases that are in holdover status or

that are expiring in 2020, or obtaining positive rent renewal spreads, or even renewing the leases on terms comparable to those

of the expiring leases.

If we are not successful, we will likely experience reduced occupancy, traffic, rental revenue 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.

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.

we are required or elect 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 affect us.

of March 30, 2021, the leases at 11 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 stockholders.

of March 30, 2021, the leases at 11 of our properties (consisting of one property for which the lease expired on December

31, 2020 which we acquired in February 2021, and ten properties for which leases expired to date in 2021) were expired and

the USPS is occupying such properties as a holdover tenant, aggregating approximately 24,000 interior square feet and $0.2

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 11 of our properties as a holdover tenant, such properties are currently excluded from being part of the

borrowing base under our Credit Facility.

anticipate that we will execute new leases for all properties 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.

might not be successful in renewing the leases that are in holdover status or that are scheduled to expire in 2021, obtaining

positive rent renewal spreads, or renewing the leases on terms comparable to those of the expiring leases.

If we are able to

renew these expired leases, the lease terms may not be comparable to those of the previous leases.

If we are not successful,

we will likely experience reduced 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 stockholders.

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

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limit our ability to sell properties at a time, or on terms, that would be favorable absent such restrictions.

of post office properties could significantly impede our ability to respond to adverse changes in the performance of our properties

of postal properties could significantly impede our ability to respond to adverse changes in the performance of our properties

and harm our financial condition.

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 illiquid.

Return of capital and realization

of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property.

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.

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.

business is subject to risks associated with real estate assets and the real estate industry, which could materially adversely

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

debt obligations.

ability to pay expected dividends to our stockholders depends on our ability to generate revenues in excess of expenses, scheduled

principal payments on debt and capital expenditure requirements.

Events and conditions generally applicable to owners and operators

of real property that are beyond our control may decrease cash available for distribution and the value of our properties.

events include the risks set forth here under “—Risks Related to Our Business and Operations,”

as well as the

changes in financial conditions of buyers, sellers and tenants of properties;

or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant

improvements, early termination rights or below-market renewal options, and the need to periodically repair, renovate and

re-let space;

operating costs, including insurance premiums, utilities, real estate taxes and state and local taxes;

unrest, acts of war, terrorist attacks, pandemics or other health crisis, such as the recent outbreak of novel coronavirus

(COVID-19) and natural disasters, including hurricanes, which may result in uninsured or underinsured losses;

in the underlying value of our real estate;

market demographics.

addition, periods of economic downturn or recession, rising interest rates or declining demand for real estate, or the public

perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults

under existing leases, which could materially adversely affect our financial condition, results of operations, cash flow, cash

available for distribution and ability to service our debt obligations.

failure of properties acquired in the future to meet our financial expectations could have a material adverse effect on us, including

our financial condition, results of operations, cash flow, the per share trading price of our Class A common stock and our

growth prospects.

future acquisitions and our ability to successfully operate these properties may be exposed to the following significant risks,

among others:

may acquire properties that are not accretive to our results upon acquisition, and we may not successfully manage and lease

those properties to meet our expectations;

cash flow may be insufficient to enable us to pay the required principal and interest payments on the debt secured by the

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

may be unable to quickly and efficiently integrate new acquisitions into our existing operations;

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

may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown

liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other

persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims

for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.

we cannot operate acquired properties to meet our financial expectations, our growth prospects could be materially adversely affected.

of our operating costs and expenses are fixed and will not decline if our revenues decline.

results of operations depend, in large part, on our level of revenues, operating costs and expenses.

The expense of owning and

operating a property is not necessarily reduced when circumstances such as market factors and competition cause a reduction in

revenue from the property.

As a result, if revenues decline, we may not be able to reduce our expenses to keep pace with the corresponding

reductions in revenues.

Many of the costs associated with real estate investments, such as insurance, loan payments and maintenance,

generally will not be reduced if a property is not fully occupied or other circumstances cause our revenues to decrease, which

could have a material adverse effect on us, including our financial condition, results of operations, cash flow, cash available

for distribution and our ability to service our debt obligations.

ability to promptly sell one or more postal 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 illiquid.

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 postal 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.

addition, the Internal Revenue Code of 1986, as amended, or 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.

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

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

A common stock and our ability to satisfy our principal and interest obligations and to make distributions to our shareholders

could be adversely affected.

though we intend to qualify as a REIT for U.S.

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

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 shareholders could be adversely affected.

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.

in mortgage rates or unavailability of mortgage debt may make it difficult for us to finance or refinance our debt, which could

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agreements with respect to the sales of certain properties.

future debt arrangements may involve balloon payment obligations, which may materially adversely affect us, including our cash

flows, financial condition and ability to make distributions.

future debt arrangements may require us to make a lump-sum or “balloon”

payment at maturity.

Our ability to make a

balloon payment at maturity is uncertain and may depend upon our ability to obtain additional financing or our ability to sell

the property.

At the time the balloon payment is due, we may or may not be able to refinance the existing financing on terms as

favorable as the original loan or sell the property at a price sufficient to make the balloon payment.

In addition, balloon payments

and payments of principal and interest on our indebtedness may leave us with insufficient cash to pay the distributions that we

are required to pay to qualify and maintain our qualification as a REIT.

in the method pursuant to which the reference rates are determined and the phasing out of LIBOR after 2021 may affect our financial

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.

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 2018.

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

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

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.

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

In addition, 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.

interest rate, as applicable, uncertainty as to the extent and manner of future changes may result.

economic and geopolitical conditions and dislocations in the credit markets could have a material adverse effect on us, including

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

business may be affected by market and economic challenges experienced by the U.S.

economy or real estate industry as a whole,

such as the dislocations in the credit markets and general global economic downturn during the recent recessionary period.

conditions, or similar conditions in the future, may materially adversely affect us as a result of the following potential consequences,

among others:

demand for post office space, which would cause market rental rates and property values to be negatively impacted;

values of our properties may limit our ability to dispose of assets at attractive prices or obtain debt financing secured

by our properties and may reduce the availability of unsecured loans;

ability to obtain financing on terms and conditions that we find acceptable, or at all, may be limited, which could reduce

our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from our acquisition

and development activities and increase our future debt service expense;

lenders’

refusals to fund their financing commitment on favorable terms, or at all.

elimination of LIBOR after June 2023 may affect our financial results .

On March 5, 2021, the United Kingdom Financial Conduct Authority,

or FCA, which regulates LIBOR, announced that all LIBOR tenors relevant to us will cease to be published or will no longer be representative

after June 30, 2023.

The FCA's announcement coincides with the March 5, 2021, announcement of LIBOR's administrator, the ICE Benchmark

Administration Limited, or IBA, indicating that, as a result of not having access to input data necessary to calculate LIBOR tenors

relevant to us on a representative basis after June 30, 2023, IBA would have to cease publication of such LIBOR tenors immediately

after the last publication on June 30, 2023.

These announcements mean that any of our LIBOR-based borrowings that extend beyond

June 30, 2023 will need to be converted to a replacement rate.

In the United States, the Alternative Reference Rates Committee,

or ARRC, a committee of private sector entities with ex-officio official sector members convened by the Federal Reserve Board and

the Federal Reserve Bank of New York, has recommended the Secured Overnight Financing Rate (“SOFR”) plus a recommended

spread adjustment as LIBOR's replacement.

There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured

lending rate while SOFR is a secured lending rate, and SOFR is an overnight rate while LIBOR reflects term rates at different maturities.

If our LIBOR-based borrowings are converted to SOFR, the differences between LIBOR and SOFR, plus the recommended spread adjustment,

could result in interest costs that are higher than if LIBOR remained available, which could have a material adverse effect on

our operating results.

Although SOFR is the ARRC's recommended replacement rate, it is also possible that lenders may instead choose

alternative replacement rates that may differ from LIBOR in ways similar to SOFR or in other ways that would result in higher interest

costs for us.

It is not yet possible to predict the magnitude of LIBOR's end on our borrowing costs given the remaining uncertainty

about which rates will replace LIBOR.

in our debt agreements could adversely affect our financial condition.

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cash available for distribution and our ability to service our debt obligations.

to qualifying and 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.

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

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.

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

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particularly Messrs.

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

Spodek, Garber and Klein who have extensive market knowledge and relationships and exercise substantial influence

over our operational and financing activity.

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Our employment agreements with Messrs.

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

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

of our other senior executives also have extensive experience and strong reputations in the real estate industry, which aid us

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upgrades to meet zoning and building code requirements

Environmental and legal restrictions could also restrict the rebuilding

of our properties.

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.

the past, the Predecessor had, and in the future, 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

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

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.

In addition, 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.

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

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.

face 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 effective.

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.

Such 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.

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

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.

the future, 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.

In addition, 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.

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.

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.

for skilled personnel could increase our labor costs.

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to our stockholders necessary to qualify and maintain our qualification as a REIT.

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

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,

market conditions;

market’s perception of our growth potential;

current debt levels;

current and expected future earnings;

cash flow and cash distributions;

market price per share of our Class A common stock.

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

our current and

expected future earnings;

our cash flow and

cash distributions;

the market price

per share of our Class A common stock.

Historically,

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of the USPS or others if property damage or personal injury is alleged to have occurred.

are subject to risks from natural disasters such as earthquakes and severe weather.

are subject to risks from natural disasters, such as earthquakes and severe weather, and the risks associated with the physical

effects of climate change.

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

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

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.

face possible risks associated with the physical effects of climate change.

the extent that climate change does occur, its physical effects could have a material adverse effect on our properties, operations

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.

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

to the extent that climate change does occur, its physical effects could have a material adverse effect on our properties, operations

and business.

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properties may be subject to impairment charges.

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

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

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.

Any 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.

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.

Any 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.

title insurance policies may not cover all title defects.

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.

In some 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 coverage.

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

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.

In some 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 coverage.

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.

may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable

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and zoning relief.

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.

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, award damages to private litigants or be unable to refinance such properties.

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.

have acquired and may continue to 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, and we may not be able to adapt to these new business models.

have acquired and may continue to 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, and we may not be able to adapt to these new business models.

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.

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 will have the ability to exercise significant influence on our company and our operating partnership, including the approval

of significant corporate transactions.

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 14.3% of the combined voting power of our outstanding shares of common stock as of

December 31, 2019.

March 30, 2021.

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

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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:

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;

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.

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:

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;

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.

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

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Class A common stock or that our stockholders otherwise believe to be in their best interests.

provisions of Maryland General Corporation Law, or 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.

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.

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

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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;

(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

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However, our 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.

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.

and we may, by amendment to our bylaws, opt into 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.

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.

bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions

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include, among others:

redemption rights;

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

restrictions on OP Units;

transfer restrictions

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;

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 December 31, 2019, Mr.

Spodek and his affiliates owned approximately

19.1% 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 12.1% of the outstanding shares of our Class A common stock and

all of the Voting Equivalency stock, which together represent an approximate 27.8% beneficial economic interest in our company

on a fully diluted basis.

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;

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 March 30, 2021,

Spodek and his affiliates owned approximately 56.22 % of the outstanding OP Units including long-term incentive units of the

Operating Partnership that are not owned by us (each, an “LTIP Unit”

and collectively, the “LTIP Units) and approximately

5.6 % of the outstanding shares of our Class A common stock and all of the Voting Equivalency stock, which together represent

an approximate 18.4 % 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’

In 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 payment.

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.

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 of 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 payment.

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.

Board of Directors may change our strategies, policies and procedures without stockholder approval, and we may become more highly

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This could result in us conducting operational

matters, making investments or pursuing different business or growth strategies than those contemplated in this Annual Report

on Form 10-K.

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 obligations.

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.

matters, making investments or pursuing different business or growth strategies than those contemplated in this report.

our charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur.

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 obligations.

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.

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

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

As of December 31, 2019, approximately 30.0% of the outstanding

OP Units (including the LTIP Units) of our operating partnership were held by third parties.

We may, in connection with our acquisition

of properties or otherwise, continue to issue additional OP Units to third parties.

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.

Holders of OP Units, do not have any voting rights with respect to

any such issuances or other partnership level activities of our operating partnership.

of March 30, 2021, approximately 18.2 % of the outstanding OP Units (including the LTIP Units) of our operating partnership were

held by third parties.

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

Units to third parties.

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.

Holders of OP Units do not have any voting rights with respect to any such issuances or other partnership level

activities of our operating partnership.

Related to Our Status as a REIT

to qualify as a REIT, or 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.

will elect 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.

The fact that we hold substantially all our assets through a partnership further complicates the application

of the REIT requirements.

Even 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.

We have not requested and do

not plan to request a ruling from the Internal Revenue Service (the “IRS”) that we qualify as a REIT, and the statements

in this Annual Report on Form 10-K are not binding on the IRS or any court.

Accordingly, we cannot be certain that we will be

successful in qualifying as a REIT.

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 have elected and

intend to continue to operate in a manner that will allow us to qualify to be taxed as a REIT under Sections 856-860 of the Code

commencing with our short taxable year ended December 31, 2019.

Qualification as a REIT involves the application of highly technical

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

The fact that we hold substantially

all our assets through a partnership further complicates the application of the REIT requirements.

Even 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.

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.

We have not requested and do not plan to request a ruling from the Internal Revenue Services,

or the IRS, that we qualify as a REIT, and the statements in this Annual Report on Form 10-K are not binding on the IRS or any

Accordingly, we cannot be certain that we will be successful in qualifying as a REIT.

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:

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;

could be subject to increased state and local taxes;

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.

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;

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.

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

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

We operate in a manner

that will allow us 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 income.

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.

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 income.

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.

Differences in timing between the recognition of income and the related cash receipts,

limitations on our ability or the ability of our subsidiaries to deduct interest expense from borrowings under Section 163(j) of

the Code or the effect of required debt amortization payments could require us to borrow or raise capital on terms we regard as

unfavorable, or sell assets at prices or at times we regard as unfavorable to distribute out enough of our taxable income to satisfy

the distribution requirement and to avoid corporate income tax and the 4% nondeductible excise tax in a particular year.

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

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

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

of the merger, any unpaid tax liabilities of such taxable C corporation were transferred to us.

Under an indemnification agreement,

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.

Spodek 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.

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.

Spodek 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.

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 shareholders 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.

Because a portion of our predecessor, United Postal Holdings,

or 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.

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 to UPH.

Although there are procedures

available to cure a failure to distribute all of our non-REIT earnings and profits, we cannot determine now 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 Code.

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.

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:

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

the amount of gain

that we recognize at the time of the sale;

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.

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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

charter, with certain exceptions, authorizes our Board of Directors to take such actions as are necessary to preserve our qualification

Unless 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

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.

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and suffer other adverse consequences.

believe that our operating partnership will be treated 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.

believe that our operating partnership has been and will be treated 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

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operations and cash flow.

order to qualify as a REIT, we generally must distribute to our shareholders, on an annual basis, at least 90% of our “REIT

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,”

5 unchanged sentences

federal income tax

We intend to continue to distribute our net income to our shareholders in a manner intended to satisfy the REIT 90% distribution

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.

1 unchanged sentence

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.

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

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 shareholders 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 shareholders 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.

a result of the foregoing, we may generate less cash flow than taxable income in a particular year and we may incur U.S.

income tax and the 4% non-deductible excise tax on that income if we do not distribute such income to stockholders in that year.

In that 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.

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.

in our agreements for our credit facilities or other borrowings may restrict our ability to pay distributions which could cause

19 unchanged sentences

any new federal income tax law, regulation or administrative interpretation.

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

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 themselves.

As a result, interest rate fluctuations and capital market conditions

can affect the market price of our Class A common stock.

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.

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.

the future, we may attempt to increase our capital resources by making additional offerings of equity securities, including classes

of preferred or common stock.

Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market

price of our Class A common stock, or both.

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.

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.

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.

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;

decisions by us or our competitors, such as mergers and acquisitions, divestments, spin-offs, joint ventures, strategic investments

or changes in business strategy;

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

terrorist acts;

general market conditions,

including factors unrelated to our performance;

and epidemics, such as the COVID-19 pandemic, and the related governmental and economic responses thereto.

the past, securities class action litigation has often been instituted against companies following periods of volatility in their

This type of litigation could result in substantial costs and divert our management’s attention and resources.

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.

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 stock.

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.

face 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 effective.

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.

Such 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.

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

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.

UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors