Material Agreement Form 8 K

On October 16, 2024, Core Power Acquisitions, LLC, a Delaware limited liability company (the "Purchaser") and wholly-owned subsidiary of the programmatic joint venture (the "JV") between Cohen & Steers Income Opportunities REIT, Inc. (the "Company") and The Sterling Organization, LLC ("Sterling"), entered into a contract (the "Purchase Agreement") with TREA 3010 Bridgepointe Parkway LLC, a Delaware limited liability company (the "Seller"). Through its ownership interest in the JV, the Company indirectly owns a 99% interest in the Purchaser. Neither Sterling nor the Seller is affiliated with the Company or its affiliates.

Under the terms of the Purchase Agreement, the Purchaser has agreed to purchase certain real property commonly known as "Bridgepointe Shopping Centre" and located at 3010 Bridgepointe Parkway in San Mateo, California (the "Property") for $127.0 million, subject to closing costs, customary prorations and escrow arrangements. The Property is an approximately 231,700 square foot power center located at the base of the San Mateo-Hayward Bridge, a major East-West corridor of the Bay Area, and is 100% leased to 18 tenants, which include national retailers such as Nordstrom Rack, Marshalls, Total Wine & More and Ross Dress for Less.

The acquisition of the Property is expected to close in the fourth quarter of 2024 but is subject to certain conditions to closing, including, but not limited to, the Seller's satisfaction of various closing conditions contained in the Purchase Agreement and the delivery of the required documents at closing. The Company expects to fund the acquisition of the Property using proceeds from its private offering, public offering and third-party mortgage financing. There is no assurance that the Company will secure such third-party mortgage financing and/or close the acquisition of the Property on the terms described above or at all.