Inland Real Estate Income Trust, Inc. entered into a definitive purchase and sale agreement (the PSA) to acquire, in the aggregate, eight properties (the Properties") from certain subsidiaries of Inland Retail Property Fund, LP (the Sellers) for $278,153,000 (the Purchase Price). The acquisition of the Properties is referred to herein as the Transaction." The Properties are leased primarily to grocery, retail and restaurant tenants. More specifically, seven of the Properties are grocery-anchored.

The Properties are located across seven states and aggregate approximately 686,851 square feet. The Transaction is anticipated to close on May 17, 2022 (the Closing Date). Upon the closing of the Transaction, the Company will acquire all of the right, title and interest in each of the acquired Properties owned by the applicable Sellers.

Inland Retail Property Fund, LP is a fund managed by an affiliate of Company's sponsor and business manager. Because the Transaction was a related party transaction, it was approved by all of the Company's independent directors. Pursuant to the PSA, the Company deposited $5,563,060 (the Deposit Amount") with a designated independent escrow agent following the signing of the PSA.

The Deposit Amount will be applied and released from escrow to the Sellers at closing. In the event a condition to closing has not been satisfied at the time of closing, and if, at the election of the non-defaulting party benefitted by such condition, the transaction is terminated, the Deposit shall be paid by the designated escrow agent to the non-defaulting party, and neither the Company nor the Sellers shall have any further liability or obligation under the PSA. Under the PSA, the Sellers and the Company have made customary representations, warranties and covenants.

Additionally, closing of the Transaction is subject to the satisfaction or waiver of customary closing conditions set in the Agreement, including the accuracy of the other party's representations and warranties and compliance with covenants and agreements, and there can be no assurance that the Transaction will be consummated or, if consummated, of the timing thereof. If the Sellers breach the Agreement, the Company, at its election, may be entitled to specific performance.