GTJ REIT, Inc. (Form: S-8, Received: 06/12/2017 16:08:55)

As filed with the Securities and Exchange Commission on June 12, 2017

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

GTJ REIT, INC.

(Exact name of registrant as specified in its charter)


Maryland	20-5188065
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
60 Hempstead Avenue, West Hempstead, New York	11552
(Address of Principal Executive Offices)	(Zip Code)

GTJ REIT, Inc. 2017 Incentive Award Plan

(Full title of the plan)

Paul A. Cooper

Chief Executive Officer

GTJ REIT, Inc.

60 Hempstead Avenue,
West Hempstead, New York 11552

(Name and address of agent for service)

(516) 693-5500

(Telephone number, including area code, of agent for service)

Copies to:

Tonya Mitchem Grindon, Esq.

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

211 Commerce Street, Suite 800

Nashville, Tennessee 37201

(615) 726-5607

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Non-accelerated filer ☐
(Do not check if a smaller reporting company)

Accelerated filer ☐

Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE


Title of securities to be registered	Amount to be registered ⁽¹⁾	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $.0001 per share	2,000,000 shares	$4.55	$9,100,000	$1,054.69

_________________________

(1)	Pursuant to Rule 416 of the Securities Act of 1933, as amended, this registration statement also covers additional shares of common stock as may be issued under the GTJ REIT, Inc. 2017 Incentive Award Plan to prevent dilution from stock splits, stock dividends, and similar transactions.

(2)	Estimated solely for purposes of calculating the registration fee, in accordance with Rule 457(h) of the Securities Act of 1933, as amended, based on the book value of the registrant’s common stock as of March 31, 2017.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the 2017 Incentive Award Plan (the “Plan”) of GTJ REIT, Inc. (the “Registrant,” “we”, “us,” “our”), as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant shall provide to participants in the Plan, without charge, copies of documents referenced in Item 3 of Part II hereof or required to be delivered to employees pursuant to Rule 428(b), upon written or oral request. Requests for copies of such documents can be directed to Louis Sheinker, Secretary, 60 Hempstead Avenue, West Hempstead, New York, 11552, (516) 693-5500.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Commission on March 29, 2017 (as amended on March 30, 2017);

(b)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, as filed with the Commission on May 12, 2017;

(b)

The Registrant’s Current Reports on Form 8-K filed with the Commission on January 23, 2017 (as amended on January 24, 2017) and May 15, 2017; and

(c)

All other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall (with the exception of information that is deemed “furnished” rather than “filed, which information shall not be deemed to be incorporated by reference herein or to be a part of this Registration Statement) be deemed to be a part hereof from the dates of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statement or any Prospectus hereunder to the extent that a statement contained in any subsequent Prospectus hereunder or in any document subsequently filed with the Commission which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement or any Prospectus hereunder.

Item 4. Description of Securities.

Introduction

The following description of our capital stock, certificate of incorporation and bylaws are only summaries, and we encourage you to review complete copies of these documents, which are incorporated by reference as exhibits to this Registration Statement.

Our common stock

Under our charter, we have 100,000,000 authorized shares of common stock, $0.0001 par value per share, available for issuance. As of June 12, 2017, there were 13,676,811 shares of our common stock issued and outstanding. The common stock offered pursuant to the Plan, when issued, will be duly authorized, fully paid and nonassessable. The common stock is not convertible.

Holders of our common stock:

•

are entitled to receive distributions authorized by our board of directors after payment of, or provision for, full cumulative distributions on and any required redemptions of shares of preferred stock then outstanding;

•

are entitled to share ratably in the distributable assets of our company remaining after satisfaction of the prior preferential rights of the preferred stock and the satisfaction of all of our debts and liabilities in the event of any voluntary or involuntary liquidation or dissolution of our company; and

•

do not have preference, conversion, exchange, sinking fund, redemption or appraisal rights or preemptive rights to subscribe for any of our securities.

Except as otherwise provided, all shares of our common stock will have equal voting rights. Our stockholders do not have cumulative voting rights. A majority of our stockholders present in person or by proxy at an annual meeting at which a quorum is present may vote to elect a director. The voting rights per share of our equity securities issued in the future will be established by our board of directors.

Our charter provides that we may not, without the affirmative vote of stockholders holding at least a majority of all the shares entitled to vote on the matter:

•

amend our charter, except for amendments with respect to classifications and reclassifications of our capital stock and increases or decreases in the aggregate number of shares of our stock or the number of shares of stock of any class or series;

•

sell or otherwise dispose of all or substantially all of our assets except as permitted by law;

•

cause a merger or reorganization of our company except as permitted by law; or

•

dissolve or liquidate our company except as permitted by law.

Further, only stockholders holding two-thirds of the outstanding voting stock may remove a director for cause and only at a meeting of the stockholders called for that purpose. Each stockholder entitled to vote on a matter may do so at a meeting in person or by a proxy executed in writing or in any

other manner permitted by law directing the manner in which he or she desires that his or her vote be cast. Any such proxy must be filed with our sec retary before or at the time of the meeting . Stockholders may take action without a meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter.

Our preferred stock

Our charter authorizes our board of directors without further stockholder action to provide for the issuance of up to 10,000,000 shares of preferred stock, $0.0001 par value, in one or more series, with such voting powers and with such terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption, as our board of directors shall approve. We have designated 500,000 shares of preferred stock as Series A preferred stock, $0.0001 par value per share. In addition, we have designated 6,500,000 shares of preferred stock as Series B preferred stock, $0.0001 par value per share. As of June 12, 2017, there were no shares of our preferred stock issued and outstanding, and we have no present plans to issue any shares of preferred stock. There is no requirement that a majority of the independent directors approve the issuance of preferred stock.

Issuance by us of additional securities and debt instruments

Our board of directors is authorized to issue additional securities, including common stock, preferred stock, convertible preferred stock and convertible debt, for cash, property or other consideration on such terms as they may deem advisable and to classify or reclassify any unissued shares of capital stock of our company without approval of our stockholders. We may issue debt obligations with conversion privileges on such terms and conditions as the board of directors may determine, whereby the holders of such debt obligations may acquire our common stock or preferred stock. We may also issue warrants, options and rights to buy shares on such terms as the board of directors deem advisable subject to certain restrictions in our charter, despite the possible dilution in the value of the outstanding shares which may result from the exercise of such warrants, options or rights to buy shares, as part of a ratable issue to stockholders, as part of a private or public offering or as part of other financial arrangements. Our board of directors, upon approval of the entire board of directors and without action by the stockholders, may also amend our charter from time to time to increase or decrease the aggregate number of shares of our stock or the number of shares of stock of any class or series that we have authority to issue.

Restrictions on ownership and transfer of our common stock

In order to continue to qualify as a real estate investment trust (“REIT”) under the federal tax laws, we must meet several requirements concerning the ownership of our outstanding capital stock. Specifically, no more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer persons, as defined in the federal tax laws to include specified private foundations, employee benefit plans and trusts, and charitable trusts, during the last half of a taxable year. Moreover, 100 or more persons must own our outstanding shares of capital stock during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year.

Because our board of directors believes it is essential for our company to continue to qualify as a REIT and for other corporate purposes, our charter, subject to the exceptions described below, provides that no person may own, or be deemed to own by virtue of the attribution provisions of the federal tax laws, (i) more than 9.9% of each class or series of our capital stock, including the common stock; or (ii) such amount of our capital stock as would result in (1) our capital stock being beneficially owned by fewer than 100 persons; (2) five or fewer individuals, including natural persons, private foundations,

specified employee benefit plans and trusts, and charitable trust s, owning more than 50% of our capital stock, applying broad attribution rules imposed by the federal income tax laws; or (3) our company otherwise failing to qualify as a REIT for federal tax purposes.

Our charter provides that, subject to the exceptions described below, any transfer of capital stock that would result in our capital stock being owned by fewer than 100 persons, determined without reference to any rules of attribution, will be null and void. Any transfer of shares, which would otherwise result in ownership in violation of the ownership limits described in the preceding paragraph would result in such shares being transferred automatically to a trust effective on the day before the purported transfer of such shares. The beneficiary of the trust will be one or more charitable organizations that are named by our company. In addition, we may redeem shares upon the terms and conditions specified by our board of directors in its sole discretion if our board of directors determines that ownership or a transfer or other event may violate the ownership restrictions described above.

The shares transferred to the trust will remain shares of issued and outstanding capital stock and will be entitled to the same rights and privileges as all other stock of the same class or series. The trustee will receive all dividends and distributions on the shares-in-trust and will hold such dividends or distributions in trust for the benefit of the beneficiary. The trustee will vote all shares held in the trust. The trustee will designate a permitted transferee of the shares, provided that the permitted transferee purchases such shares-in-trust for valuable consideration and acquires such shares-in-trust without such acquisition resulting in the violation of one or more ownership limitations.

The prohibited owner generally will receive from the trustee the lesser of:

(1) the price per share such prohibited owner paid for the shares; or

(2) the price per share received by the trustee from the sale of such shares held in the trust.

The trust will distribute to the beneficiary any amounts received by the trust in excess of the amounts to be paid to the prohibited owner.

The shares held in the trust will be deemed to have been offered for sale to our company, or our designee, at a price per share equal to the lesser of:

(1) the price per share in the transaction that created such shares-in-trust; or

(2) the market price per share on the date that our company, or our designee, accepts such offer.

We will have the right to accept such offer until the trustee has sold such shares.

If you own, directly or indirectly, more than 5%, or such lower percentages as required under the federal tax laws, of our outstanding shares of stock, then you must, within 30 days after the close of each year, provide to us a written statement or affidavit stating your name and address, the number of shares of capital stock owned directly or indirectly, and a description of how such shares are held. In addition, each direct or indirect stockholder shall provide to us such additional information as we may request in order to determine the effect, if any, of such ownership on our status as a REIT and to ensure compliance with the ownership limits.

The ownership limits generally will not apply to the acquisition of shares of capital stock by an underwriter that participates in an offering of such shares. In addition, our board of directors may exempt

a person from the ownership limits subject to the terms and cond itions in our charter, and prior to granting such exemption, may require receipt of a ruling from the Internal Revenue Service or an opinion of counsel and may impose such other conditions as ou r board of directors may direct . However, the ownership limits will continue to apply until our board of directors determines that it is no longer in the best interests of our company to continue to qualify as a REIT.

All certificates representing our common or preferred shares, if any, will bear a legend referring to the restrictions described above.

The ownership limits in our charter may have the effect of delaying, deferring or preventing a takeover or other transaction or change in control of our company that might involve a premium price for your shares or otherwise be in your interest.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment and which is material to the cause of action. Our charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.

Maryland law requires a Maryland corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his service in that capacity. Maryland law permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses.

Our charter provides that we shall indemnify and hold harmless a director, officer, employee, agent, or affiliate of our company against any or all losses or liabilities reasonably incurred by such person in connection with or by reason of any act or omission performed or omitted to be performed on behalf of our company in such capacity, provided, that such person has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of our company. Our charter further provides that we shall not indemnify or hold harmless a director, officer, employee, agent, or affiliate of our company if: (a) such person is a director (other than an independent director) or an affiliate and the loss or liability was the result of negligence or misconduct by such person, or (b) such person is an independent director and the loss or liability was the result of gross negligence or willful misconduct

by such person . Any indemnification of expenses or agreement to hold harmless may be paid only out of the our net assets, and no portion may be recoverable from our stockholders. Our charter also provides that we shall not indemnify or hold harmless a director, officer, employee, agent, or affiliate of our company if it is established that:

•

the act or omission was material to the loss or liability and was committed in bad faith or was the result of active and deliberate dishonesty;

•

the party seeking indemnification actually received an improper personal benefit in money, property or services;

•

in the case of any criminal proceeding, the party seeking indemnification had reasonable cause to believe that the act or omission was unlawful; or

•

in a proceeding by or in the right of our company, the party seeking indemnification shall have been adjudged to be liable to us.

The Commission takes the position that indemnification against liabilities arising under the Securities Act is against public policy and unenforceable. Furthermore, our charter prohibits us from providing indemnification arising from or out of a violation of state or federal securities laws, unless one or more of the following conditions are met:

•

there has been a successful determination on the merits of each count involving alleged securities law violations as to the party seeking indemnification;

•

such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the party seeking indemnification; or

•

a court of competent jurisdiction approves a settlement of the claims against the party seeking indemnification and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Commission and of the published opinions of any state securities regulatory authority in which shares of our stock were offered and sold as to indemnification for securities law violations.

Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (b) a written undertaking by or on his behalf to repay the amount paid or reimbursed if it shall ultimately be determined that the standard of conduct was not met. Our charter provides that we will pay or reimburse reasonable expenses and costs incurred as a result of any proceeding for which indemnification is being sought in advance of a final disposition of the proceeding only if all of the following conditions are satisfied:

•

the legal action relates to acts or omissions with respect to the performance of duties or services by the indemnified party for or on behalf of our company;

•

the legal action is initiated by a third party who is not a stockholder of our company or the legal action is initiated by a stockholder of our company acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement;

•

the party receiving such advances furnishes our company with a written statement of his or her good faith belief that he or she has met the standard of conduct described above; and

•

the indemnified party receiving such advances furnishes to our company a written undertaking, personally executed on his or her behalf, to repay the advanced funds to our company, together with the applicable legal rate of interest thereon, if it is ultimately determined that he or she did not meet the standard of conduct described above.

We maintain insurance to indemnify such parties against the liability assumed by them in accordance with our charter.

The indemnification provided in our charter is not exclusive to any other right to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by our company or others, with respect to claims, issues or matters in relation to which our company would not have obligation or right to indemnify such person under the provisions of our charter.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibit Index filed herewith and appearing immediately after the signature page to this Registration Statement is incorporated by reference in this Item 8.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnishe d to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liabi lity under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Hempstead, State of New York, on the 12th day of June, 2017.

GTJ REIT, INC.

By: /s/ Paul A. Cooper

Paul A. Cooper

Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose signature appears below appoints and constitutes Paul A. Cooper and Louis Sheinker, or either of them, his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to the within Registration Statement (as well as any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, together with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission and such other agencies, offices and persons as may be required by applicable law, granting unto said attorneys-in-fact and agents, or either of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title	Date

/s/ Paul A. Cooper	Chairman, Chief Executive Officer	June 12, 2017
Paul A. Cooper	and Director (Principal Executive Officer)

/s/ Ben Zimmerman	Chief Financial Officer and Treasurer	June 12, 2017
Ben Zimmerman	(Principal Financial and Accounting Officer)

/s/ Louis Sheinker	President, Chief Operating Officer,	June 12, 2017
Louis Sheinker	Secretary and Director

/s/ Douglas A. Cooper	Director	June 12, 2017
Douglas A. Cooper


/s/ Joseph F. Barone	Director	June 12, 2017
Joseph F. Barone

/s/ John J. Leahy	Director	June 12, 2017
John J. Leahy

/s/ Stanley R. Perla	Director	June 12, 2017
Stanley R. Perla

/s/ Donald M. Schaeffer	Director	June 12, 2017
Donald M. Schaeffer

/s/ Harvey I. Schneider	Director	June 12, 2017
Harvey I. Schneider

GTJ REIT, INC.

REGISTRATION STATEMENT ON FORM S-8

EXHIBIT INDEX


Exhibit No.		Description
4.1		Form of Amended and Restated Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1(a) to Amendment No. 1 to Form S-11 Registration Statement (No. 333-136110), filed with the Commission on October 19, 2006)
4.2(a)		Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to Form S-11 Registration Statement (No. 333-136110), filed with the Commission on July 28, 2006)
4.2(b)		Amendment to Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2(b) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Commission on May 1, 2008)
4.2(c)		Amendment to Bylaws of the Registrant (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the Commission on September 8, 2015)
4.3		Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to Form S-11 Registration Statement (No. 333-136110), filed with the Commission on July 28, 2006)
5.1		Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.
10.1		GTJ REIT, Inc. 2017 Incentive Award Plan
23.1		Consent of Independent Registered Public Accounting Firm
23.2		Consent of Duff & Phelps, LLC
23.3		Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. (included in Exhibit 5.1)
24.1		Powers of Attorney (included in signature pages of this Form S-8)

BAKER DONELSON

BEARMAN, CALDWELL & BERkowitz, PC

Tonya Mitchem Grindon, Shareholder

Direct Dial : 615.726.5607

Direct Fax : 615.744.5607

E-Mail Address : tgrindon@bakerdonelson.com

baker donelson center, suite 800

211 commerce street

nashville, tennessee 37201

mailing address:

p.o. box 190613

nashville, tennessee 37219

phone:615.726.5600

www.bakerdonelson.com

June 12, 2017

Exhibit 5.1

GTJ REIT, Inc.

60 Hempstead Avenue

West Hempstead, NY 11552

Re:	The GTJ REIT, Inc. 2017 Incentive Award Plan – Registration Statement on Form S-8 for 2,000,000 Shares of Common Stock

Ladies and Gentlemen:

We have acted as special Maryland counsel for GTJ REIT, Inc. (the “ Company ”), a corporation incorporated under the laws of the State of Maryland, in connection with the registration under the Securities Act of 1933, as amended, (the “ Securities Act ”), on Form S-8 (the “ Registration Statement ”) of 2,000,000 shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value per share (the “ Common Stock ”), to be issued under The GTJ REIT, Inc. 2017 Incentive Award Plan (the “ Plan ”). As such counsel, we have made such legal and factual examinations and inquiries as we deemed advisable for the purpose of rendering this opinion. We understand that our opinion is required to be filed as an exhibit to the Registration Statement.

In our capacity as special Maryland counsel to the Company and for purposes of this opinion letter, we have reviewed and examined copies of the following documents:

A.	The Registration Statement;

The Plan;

C.	The Amended and Restated Articles of Incorporation of the Company (the “ Charter ”), certified by the State Department of Assessments and Taxation of Maryland (“ SDAT ”);

D.	The Bylaws of the Company, as amended (the “ Bylaws ”), certified as of the date hereof by an officer of the Company;

E.	Resolutions adopted by the Compensation Committee (the “ Compensation Committee ”) of the Board of Directors (the “ Board ”) of the Company and resolutions adopted by the

GTJ REIT, Inc.

June 12, 2017

Page 2 of 4

Board, both of which relate to, among other matters, the Plan and the issuance of the Shares (collectively, the “ Resolutions ”), certified as of the date hereof by an officer of the Company;

F.	A certificate of the inspector of election for the annual stockholders meeting held June 8, 2017 whereby a majority of the votes cast approved the Plan;

G.	A certificate of an officer of the Company regarding certain matters related to this opinion (the “ Certificate ”);

H.	A certificate of SDAT dated June 9, 2017 to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland and is in good standing and duly authorized to transact business in the State of Maryland; and

I.	Such other documents and matters as we have deemed necessary or appropriate, in our professional judgment, to render this opinion, in connection with providing this opinion letter.

As to any facts or questions of fact material to the opinion expressed herein, we have relied exclusively upon the aforesaid documents and certificates, and representations and declarations of the officers or other representatives of the Company. We have made no independent investigation whatsoever as to such factual matters.

In reaching the opinion set forth below, we have assumed, without independent investigation or inquiry, that:

A.	Each natural person executing any of the documents that we have reviewed is legally competent to do so.

All documents submitted to us as originals are authentic, the form and content of all documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents as executed and delivered, all documents submitted to us as certified or photostatic copies, facsimile copies, portable document file (“pdf”) or other electronic image format copies conform to the original documents (and the authenticity of the originals of such copies), all signatures on all documents submitted to us for examination (including signatures on photocopies, facsimile copies, pdf and electronic image format copies) are genuine, all documents submitted to us and public records reviewed or relied upon are accurate and complete, and there has been no oral or written modification of or amendment to any of the documents we have reviewed, and there has been no waiver of any provision of any of the documents we have reviewed in connection with this opinion, by action or omission of the parties or otherwise .

All representations, warranties, certifications and statements with respect to matters of fact and other factual information (i) made by public officers, (ii) made by officers or representatives of the Company, including certifications made in the Certificate, and (iii) in any documents we have reviewed are accurate, true, correct and complete in all material respects.

GTJ REIT, Inc.

June 12, 2017

Page 3 of 4

D.	The persons identified to us as officers of the Company are actually serving as such and any certificates representing the Shares will be properly executed by one or more such persons .

E.	A t the time of the issuance of any Shares, the Company will record or cause to be recorded in its stock ledger the name of the persons to whom such Shares are issued.

The issuance, and certain terms, of the securities which are exercisable or convertible into Shares and the Shares to be issued by the Company from time to time will be authorized and approved by the Compensation Committee and/or the Board, as applicable, in accordance with the Maryland General Corporation Law, the Charter and the Bylaws.

G.	Upon the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

Each stock award, right or other security granted under the Plan pursuant to which Shares may be issued (each, an “ Award ”), will be duly authorized and validly granted in accordance with the Plan and any such Shares will be so issued in accordance with the terms of the Plan and any applicable rights agreement or other award agreement entered into in connection with the grant of such Award (each, an “ Award Agreement ”).

I.	Any resolutions approving the Plan and authorizing the Company to issue and sell any Shares or securities exercisable for or convertible into Shares are, and will be, in full force at all times at which any Shares or securities exercisable for or convertible into Shares are issued by the Company.

J.	None of the Shares will be issued in violation of the restrictions on ownership and transfer set forth in Section 5.8 of the Charter.

K.	No Shares will be issued until the Registration Statement has become effective and the Registration Statement and any amendment thereto will remain effective at the time any Shares are issued.

L.	The Company will remain duly organized, validly existing and in good standing under Maryland law at the time any Shares are issued.

With respect to the minutes of any meetings of the Compensation Committee and/or the Board and/or the Company's stockholders that we have examined, due notice of the meetings was given or duly waived, the minutes accurately and completely reflect all actions taken at the meetings and a quorum was present and acting throughout the meetings.

Based on the foregoing, and subject to the assumptions, qualifications and limitations stated herein, and having regard for such legal considerations as we deem relevant, it is our opinion, as of the date of this letter, that upon the issuance and delivery of the Shares in the manner and for the consideration described in the Plan and in any Award Agreement entered into by participants

GTJ REIT, Inc.

June 12, 2017

Page 4 of 4

in the Plan with the Company as contemplated by the Plan, the Shares will be legally issued, fully paid and nonassessable.

In addition to the qualifications set forth above, this opinion is subject to the additional assumptions, qualification and limitations as follows:

The foregoing opinion is based on and is limited to the Maryland General Corporation Law (including the reported judicial decisions interpreting those laws currently in effect), and we express no opinion herein with respect to the effect or applicability of any other laws or the laws of any other jurisdiction. The opinion expressed herein concerns only the effect of the laws (excluding the principles of conflict of laws) as currently in effect, and we assume no obligation to supplement the opinion expressed herein if any applicable laws change after the date hereof, or if we become aware of any facts that might change the opinion expressed herein after the date hereof. The opinion expressed in this letter is limited to the matters set forth in this letter, and no other opinions should be inferred beyond the matters expressly stated.

Notwithstanding anything to the contrary contained herein, we express no opinion concerning the securities laws of the State of Maryland, or the rules and regulations promulgated thereunder, or any decisional laws interpreting any of the provisions of the securities laws of the State of Maryland, or the rules and regulations promulgated thereunder.

We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission as Exhibit 5 to the Registration Statement. By giving such consent, we do not admit that we are experts with respect to any part of the Registration Statement, including Exhibit 5, within the meaning of the term “expert” as used in the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

BAKER, DONELSON, BEARMAN

CALDWELL & BERKOWITZ, PC

By: /s/ Tonya Mitchem Grindon

Tonya Mitchem Grindon, Shareholder

Exhibit 10.1

GTJ REIT, INC.
2017 INCENTIVE AWARD PLAN
______________________

Section 1.

Purpose.

The purpose of the GTJ REIT, Inc. 2017 Incentive Award Plan (the “Plan”) is to provide an additional incentive for Directors, Key Employees and Consultants to further the growth, development and financial success of the Company and to enable the Company to attract and retain the services of Directors, Key Employees and Consultants considered essential to the long range success of the Company, in each case by offering them an opportunity to own Common Stock in the Company through the receipt of Awards.

Section 2.

Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

2.1 “ Award ” means any award or benefit granted under the Plan, which shall be a Stock Option, a Stock Award, a Stock Unit Award or an SAR Award.

2.2 “ Award Agreement ” means, as applicable, a Stock Option Agreement, Stock Award Agreement, Stock Unit Award Agreement or SAR Award Agreement evidencing an Award granted under the Plan.

2.3 “ Board ” means the Board of Directors of the Company.

2.4 “ Change in Control ” has the meaning set forth in Section 9.2 of the Plan.

2.5 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

2.6 “ Committee ” means the Compensation Committee of the Board or such other committee as may be designated by the Board from time to time to administer the Plan.

2.7 “ Common Stock ” means the Common Stock, par value $.0001 per share, of the Company.

2.8 “ Company ” means GTJ REIT, Inc., a Maryland corporation.

2.9 “ Consultant ” means a natural person who provides bona fide services to the Company or a Subsidiary and whose services are not in connection with a capital raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

2.10 “ Director ” means a director of the Company who is not an employee of the Company or a Subsidiary.

2.11 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time.

2.12 “ Fair Market Value ” means , as of any date, the price of a share of Common Stock as determined in good faith by the Committee.

2.13 “ Incentive Stock Option ” or “ ISO ” means a Stock Option granted under Section 5 of the Plan that meets the requirements of Section 422(b) of the Code or any successor provision.

2.14 “ Key Employee ” means an employee of the Company or any Subsidiary selected to participate in the Plan in accordance with Section 3.

2.15 “ Non-Qualified Stock Option ” or “ NSO ” means a Stock Option granted under Section 5 of the Plan that is not an Incentive Stock Option.

2.16 “ Participant ” means a Key Employee, Director or Consultant selected to receive an Award under the Plan.

2.17 “ Plan ” means this GTJ REIT, Inc. 2017 Incentive Award Plan.

2.18 “ Stock Appreciation Right ” or “ SAR ” means a grant of a right to receive shares of Common Stock or cash under Section 8 of the Plan.

2.19 “ Stock Award ” means a grant of shares of Common Stock under Section 6 of the Plan.

2.20 “ Stock Option ” means an Incentive Stock Option or a Non-Qualified Stock Option granted under Section 5 of the Plan.

2.21 “ Stock Unit Award ” means a grant of a right to receive shares of Common Stock or cash under Section 7 of the Plan.

2.22 “ Subsidiary ” means an entity of which the Company is the direct or indirect beneficial owner of not less than 50% of all issued and outstanding equity interest of such entity.

Section 3.

Awards and Administration.

3.1 Awards to Directors .

The Board, in its sole discretion, shall determine the Awards to be granted to Directors, including the time or times at which Awards will be granted, the form and amount of each Award, the expiration date of each Award, the time or times within which the Awards may be exercised, the cancellation of the Awards and the other limitations, restrictions, terms and conditions applicable to the grant of the Awards. The terms and conditions of the Awards need not be the same with respect to each Participant or with respect to each Award.

3.2 Awards to Key Employees and Consultants .

(a) The Committee, in its sole discretion, shall determine the Key Employees and Consultants to whom, and the time or times at which, Awards will be granted, the form and amount of each Award, the expiration date of each Award, the time or times within which the Awards may be exercised, the cancellation of the Awards and the other limitations, restrictions, terms and conditions applicable to the grant of the Awards. The

terms and conditions of the Awards need not be the same with respect to each Participant or with respect to each Award.

(b) To the extent permitted by applicable law or regulation, the Committee may delegate to the Chief Executive Officer of the Company its authority to grant Awards to Key Employees and to determine the terms and conditions thereof, on such terms and conditions as it may impose, provided that such delegation sets forth the time period during which the Awards may be granted and the number of Awards that may be granted during such time period.

3.3 Administration .

(a) Subject to Section 3.1, the Plan shall be administered by the Committee, which shall be comprised of two or more Directors, at least two of which satisfy the “non-employee director” definition set forth in Rule 16b-3 under the Exchange Act and the “outside director” definition under Section 162(m) of the Code and the regulations thereunder, unless the Board otherwise determines. Notwithstanding the foregoing, references to “Committee” in the context of determining Awards granted to Directors shall mean the Board.

(b) The Committee may, subject to the provisions of the Plan, establish such rules and regulations as it deems necessary or advisable for the proper administration of the Plan, and may make determinations and may take such other action in connection with or in relation to the Plan as it deems necessary or advisable. Each determination or other action made or taken pursuant to the Plan, including interpretation of the Plan and the specific terms and conditions of the Awards granted hereunder, shall be final and conclusive for all purposes and upon all persons.

(c) No member of the Board or the Committee (or the Chief Executive Officer, to the extent he acts pursuant to the authority delegated to him pursuant to Section 3.2(b)) shall be liable for any action taken or determination made hereunder in good faith. Service on the Committee shall constitute service as a Director so that the members of the Committee shall be entitled to indemnification and reimbursement as Directors of the Company pursuant to the Company’s Certificate of Incorporation and By-Laws.

3.4 Performance Goals.

(a) The Committee may, in its discretion, provide that any Award granted under the Plan shall be subject to performance goals, including those that qualify the Award as “performance-based compensation” within the meaning of Section 162(m) of the Code. Performance goals may be based on one or more business criteria, including, but not limited to: (i) net income, (ii) pre-tax income, (iii) operating income, (iv) cash flow, (v) earnings per share, (vi) return on equity, (vii) return on invested capital or assets, (viii) cost reductions or savings, (ix) adjusted funds from operations, (x) appreciation in the Fair Market Value of Common Stock, (xi) completions of acquisitions or business expansion, (xii) debt reduction and (xiii) earnings before any one or more of the following items: interest, taxes, depreciation or amortization. Performance goals shall be determined in accordance with generally accepted accounting principles, and they may be adjusted for any events or occurrences (including acquisition expenses, extraordinary charges, losses from discontinued operations, restatements and accounting charges and restructuring expenses,

asset write-downs, administrative costs associated with debt and equity refinancing, litigation or claims, judgments or settlements, effect of changes in tax laws and foreign exchange gains and losses ) as may be determined by the Committee ) . P erformance goals may be absolute in their terms or measured against or in relationship to the performance of other companies or indices selected by the Committee . Performance goals may be particular t o one or more lines of business, divisions, operating units or Subsidiaries or may be based on the performance of the Company and its Subsidiaries as a whole.

(b) With respect to each performance period, the Committee shall establish such performance goals relating to one or more of the business criteria identified above and shall establish targets for Participants for achievement of performance goals. Following the completion of each performance period, the Committee shall determine the extent to which performance goals for that performance period have been achieved and the related performance-based restrictions shall lapse in accordance with the terms of the applicable Award Agreement.

3.5 Award Agreements .

(a) Each Award shall be evidenced by a written Award Agreement specifying the terms and conditions of the Award. In the sole discretion of the Committee, the Award Agreement for a Participant who is a Key Employee or Consultant may condition the grant of an Award upon the Participant’s entering into one or more of the following agreements with the Company: (i) an agreement not to compete with the Company and its Subsidiaries or solicit employees of the Company or its Subsidiaries, which shall become effective as of the date of the grant of the Award and remain in effect for a specified period of time following termination of the Participant’s employment with the Company; (ii) an agreement to cancel any employment agreement, fringe benefit or compensation arrangement in effect between the Company and the Participant; and (iii) an agreement to retain the confidentiality of certain information. Such agreements may contain such other terms and conditions as the Committee shall determine.

(b) If the Participant shall fail to enter into any such agreement at the request of the Committee, then the Award granted or to be granted to such Participant shall be forfeited and cancelled.

Section 4.

Shares of Common Stock Subject to Plan.

4.1 Number of Shares .

(a) The total number of shares of Common Stock that may be issued under the Plan shall be 2,000,000. Such shares may be either authorized but unissued shares or treasury shares, and shall be adjusted in accordance with the provisions of Section 4.3 of the Plan.

(b) The number of shares of Common Stock delivered by a Participant or withheld by the Company on behalf of any such Participant as full or partial payment of an Award, including the exercise price of a Stock Option or of any withholding taxes, shall not again be available for issuance pursuant to subsequent Awards, and shall count towards the aggregate number of shares of Common Stock that may be issued under the Plan. Any shares of Common Stock purchased by the Company with proceeds from a Stock Option

exercise shall not again be available for issuance pursuant to subsequent Awards, shall count against the aggregate number of shares that may be issued under the Plan and shall not increase the number of shares available under the Plan.

(c) If there is a lapse, forfeiture, expiration, termination or cancellation of any Award for any reason, or if shares of Common Stock are issued under such Award and thereafter are reacquired by the Company pursuant to rights reserved by the Company upon issuance thereof, the shares of Common Stock subject to such Award or reacquired by the Company shall again be available for issuance pursuant to subsequent Awards and shall not count towards the aggregate number of shares of Common Stock that may be issued under the Plan.

4.2 Shares Under Awards .

Of the shares of Common Stock authorized for issuance under the Plan pursuant to Section 4.1:

(a) The maximum number of shares of Common Stock as to which a Key Employee may receive Stock Options or SARs in any calendar year is 200,000, or, in the event the SAR is settled in cash, an amount equal to the Fair Market Value of such number of shares on the date on which the SAR is settled, except that the maximum number of shares of Common Stock as to which a Key Employee may receive Stock Options or SARs in the calendar year in which such Key Employee begins employment with the Company or its Subsidiaries is 300,000, or, in the event the SAR is settled in cash, an amount equal to the Fair Market Value of such number of shares on the date on which the SAR is settled.

(b) The maximum number of shares of Common Stock that may be used for Stock Awards and/or Stock Unit Awards that are intended to qualify as “performance-based” in accordance with Section 162(m) of the Code that may be granted to any Key Employee in any calendar year is 250,000, or, in the event the Award is settled in cash, an amount equal to the Fair Market Value of such number of shares on the date on which the Award is settled.

(d) The Fair Market Value of shares of Common Stock that may be subject to Awards granted to any Director in any calendar year, together with the cash compensation paid to such Director in such calendar year, shall not exceed $150,000.

The numbers of shares described herein shall be as adjusted in accordance with Section 4.3 of the Plan.

4.3 Adjustment .

In the event of any reorganization, recapitalization, stock split, stock distribution, special or extraordinary dividend, merger, consolidation, split-up, spin-off, combination, subdivision, consolidation or exchange of shares, any change in the capital structure of the Company or any similar corporate transaction, the Committee shall make such adjustments as it deems appropriate, in its sole discretion, to preserve the benefits or intended benefits of the Plan and Awards granted under the Plan. Such adjustments may include: (a) adjustment in the number and kind of shares

reserved for issuance under the Plan; (b) adjustment in the number and kind of shares covered by outstanding Awards; (c) adjustment in the exercise price of outstanding Stock Options or SARs or the price of Stock Awards or Stock Unit Awards under the Plan; (d) adjustments to any of the shares limitations set forth in Section 4.1 or 4 . 2 of the Plan; and (e) any other changes that the Committee determines to be equitable under the circumstances.

Section 5.

Grants of Stock Options.

5.1 Grant .

Subject to the terms of the Plan, the Committee may from time to time grant Stock Options to Participants. Unless otherwise expressly provided at the time of the grant, Stock Options granted under the Plan to Key Employees will be NSOs. Stock Options granted under the Plan to Directors or Consultants will be NSOs.

5.2 Stock Option Agreement .

The grant of each Stock Option shall be evidenced by a written Stock Option Agreement specifying the type of Stock Option granted, the exercise period, the exercise price, the terms for payment of the exercise price, the expiration date of the Stock Option, the number of shares of Common Stock to be subject to each Stock Option and such other terms and conditions established by the Committee, in its sole discretion, not inconsistent with the Plan; provided, however, that no Stock Option shall be credited with any amounts equal to dividends and other distributions that a Participant would have received had he held the shares of Common Stock subject to an unexercised Stock Option.

5.3 Exercise Price and Exercise Period .

With respect to each Stock Option granted to a Participant:

(a) The per share exercise price of each Stock Option shall not be less than the Fair Market Value of the Common Stock subject to the Stock Option on the date on which the Stock Option is granted.

(b) Each Stock Option shall become exercisable as provided in the related Stock Option Agreement; provided that notwithstanding any other Plan provision, the Committee shall have the discretion to accelerate the date as of which any Stock Option shall become exercisable in the event of the Participant’s termination of employment with the Company, or service on the Board, without cause (as determined by the Committee in its sole discretion).

(c) Each Stock Option shall expire, and all rights to purchase shares of Common Stock thereunder shall expire, on the date fixed by the Committee in the Stock Option Agreement, which shall not be later than ten years after the date of grant; provided however, if a Participant is unable to exercise a Stock Option because trading in the Common Stock is prohibited by law or the Company’s insider-trading policy, the Stock Option exercise date shall be extended to the date that is 30 days after the expiration of the trading prohibition.

5.4 Required Terms and Conditions of ISOs .

In addition to the foregoing, each ISO granted to a Key Employee shall be subject to the following specific rules:

(a) The aggregate Fair Market Value (determined with respect to each ISO at the time such Option is granted) of the shares of Common Stock with respect to which ISOs are exercisable for the first time by a Key Employee during any calendar year (under all incentive stock option plans of the Company and its Subsidiaries) shall not exceed $100,000. If the aggregate Fair Market Value (determined at the time of grant) of the Common Stock subject to an ISO which first becomes exercisable in any calendar year exceeds the limitation of this Section 5.4(a), so much of the ISO that does not exceed the applicable dollar limit shall be an ISO and the remainder shall be a NSO; but in all other respects, the original Stock Option Agreement shall remain in full force and effect.

(b) Notwithstanding anything herein to the contrary, if an ISO is granted to a Key Employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (or its parent or subsidiaries within the meaning of Section 422(b)(6) of the Code): (i) the purchase price of each share of Common Stock subject to the ISO shall be not less than 110% of the Fair Market Value of the Common Stock on the date the ISO is granted; and (ii) the ISO shall expire, and all rights to purchase shares of Common Stock thereunder shall expire, no later than the fifth anniversary of the date the ISO was granted.

(c) No ISOs shall be granted under the Plan after ten years from the earlier of the date the Plan is adopted or approved by shareholders of the Company.

5.5 Exercise of Stock Options .

(a) A Participant entitled to exercise a Stock Option may do so by delivering written notice in accordance with procedures established by the Committee specifying the number of shares of Common Stock with respect to which the Stock Option is being exercised and any other information the Committee may prescribe. All notices or requests provided for herein shall be delivered to the Chief Financial Officer of the Company.

(b) The Committee in its sole discretion may make available one or more of the following alternatives for the payment of the Stock Option exercise price:

(i) in cash;

(ii) in cash received from a broker-dealer to whom the Participant has submitted an exercise notice together with irrevocable instructions to deliver promptly to the Company the amount of sales proceeds from the sale of the shares subject to the Stock Option to pay the exercise price;

(iii) by directing the Company to withhold such number of shares of Common Stock otherwise issuable in connection with the exercise of the Stock Option having an aggregate Fair Market Value equal to the exercise price;

(iv) by delivering previously acquired shares of Common Stock that have an aggregate Fair Market Value on the date of exercise equal to the Stock Option exercise price; or

(v) by certifying to ownership by attestation of such previously acquired shares of Common Stock.

The Committee shall have the sole discretion to establish the terms and conditions applicable to any alternative made available for payment of the Stock Option exercise price.

Section 6.

Stock Awards.

6.1 Grant .

The Committee may, in its discretion, (a) grant shares of Common Stock under the Plan to any Participant without consideration from such Participant or (b) sell shares of Common Stock under the Plan to any Participant for such amount of cash, Common Stock or other consideration as the Committee deems appropriate.

6.2 Stock Award Agreement .

Each share of Common Stock granted or sold hereunder shall be subject to such restrictions, conditions and other terms as the Committee may determine at the time of grant or sale, the general provisions of the Plan, the restrictions, terms and conditions of the related Stock Award Agreement, and the following specific rules:

(a) The related Stock Award Agreement shall specify whether the shares of Common Stock are granted or sold to the Participant and such other provisions, not inconsistent with the terms and conditions of the Plan, as the Committee shall determine.

(b) The restrictions to which the shares of Common Stock awarded hereunder are subject shall lapse as provided in the related Stock Award Agreement; provided that notwithstanding any other Plan provision, the Committee shall have the discretion to accelerate the date as of which the restrictions lapse with respect to any Award held by a Participant in the event of the Participant’s termination of employment with the Company, or service on the Board, without cause (as determined by the Committee in its sole discretion).

(c) Except as provided in this subsection (c) and unless otherwise set forth in the related Stock Award Agreement, the Participant receiving a grant of or purchasing Common Stock shall thereupon be a shareholder with respect to such shares and shall have the rights of a shareholder with respect to such shares, including the right to vote such shares and to receive dividends and other distributions paid with respect to such shares; provided the Committee shall have the discretion to have the Company accumulate and hold such dividends or distributions and to pay the same to the Participant only when the restrictions lapse. In either case, any such dividends or other distributions held by the Company attributable to the portion of a Stock Award that is forfeited shall also be forfeited.

(d) The Secretary of the Company or such other escrow holder as the Committee may appoint shall retain physical custody of any certificate representing shares of Common

Stock subject to Stock Awards until all of the restrictions imposed under the Award Agreement with respect to such shares have lapsed. In order to enforce the restrictions imposed upon Stock Awards, the Committee shall cause a legend to be placed on certificates representing all shares of Common Stock subject to Stock Awards, which legend shall make appropriate reference to the restrictions imposed thereby.

(e) A Participant may not make an election under Section 83(b) of the Code with respect to any shares subject to the Stock Award without the consent of the Company, which the Company may grant or withhold in its sole discretion.

Section 7.

Stock Unit Awards.

7.1 Grant .

The Committee may, in its discretion, grant Stock Unit Awards to any Participant. Each Stock Unit subject to the Award shall entitle the Participant to receive, on the date or the occurrence of an event (including the attainment of performance goals) as described in the Stock Unit Award Agreement, a share of Common Stock or cash equal to the Fair Market Value of a share of Common Stock on the date of such event as provided in the related Stock Unit Award Agreement.

7.2 Stock Unit Agreement .

Each Stock Unit Award shall be subject to such restrictions, conditions and other terms as the Committee may determine at the time of grant, the general provisions of the Plan, the restrictions, terms and conditions of the related Stock Unit Award Agreement and the following specific rules:

(a) The related Stock Unit Agreement shall specify such provisions, not inconsistent with the terms and conditions of the Plan, as the Committee shall determine.

(b) The restrictions to which the shares of Stock Units awarded hereunder are subject shall lapse as provided in the related Stock Unit Agreement; provided that notwithstanding any other Plan provision, the Committee shall have the discretion to accelerate the date as of which the restrictions lapse with respect to any Award held by a Participant in the event of the Participant’s termination of employment with the Company, or service on the Board, without cause (as determined by the Committee in its sole discretion).

(c) Except as provided in this subsection (c) and unless otherwise set forth in the related Stock Unit Agreement, the Participant receiving a Stock Unit Award shall have no rights of a shareholder, including voting or dividends or other distributions rights, with respect to any Stock Units prior to the date they are settled in shares of Common Stock. The related Stock Unit Award Agreement may provide that until the Stock Units are settled in shares or cash, the Participant shall receive on each dividend or distribution payment date applicable to the Common Stock an amount equal to the dividends or other distributions that the Participant would have received had the Stock Units held by the Participant as of the related record date been actual shares of Common Stock; provided that the Committee shall have the discretion to have the Company accumulate and hold such amounts and to pay the same to the Participant only when the restrictions lapse. In either case, such amounts held

by the Company attributable to the portion of the Stock Unit Award that is forfeited shall also be forfeited.

Section 8.

SARs.

8.1 Grant .

The Committee may grant SARs to Participants. Upon exercise, an SAR entitles the Participant to receive from the Company the number of shares of Common Stock having an aggregate Fair Market Value equal to the excess of the Fair Market Value of one share as of the date on which the SAR is exercised over the exercise price, multiplied by the number of shares with respect to which the SAR is being exercised. The Committee, in its discretion, shall be entitled to cause the Company to elect to settle any part or all of its obligations arising out of the exercise of an SAR by the payment of cash in lieu of all or part of the s hares it would otherwise be obligated to deliver in an amount equal to the Fair Market Value of such s hares on the date of exercise. Cash shall be delivered in lieu of any fractional s hares. The terms and conditions of any such Award shall be determined at the time of grant.

8.2 SAR Agreement .

(a) Each SAR shall be evidenced by a written SAR Agreement specifying the terms and conditions of the SAR as the Committee may determine, including the SAR exercise price, expiration date of the SAR, the number of shares of Common Stock to which the SAR pertains, the form of settlement and such other terms and conditions established by the Committee, in its sole discretion, not inconsistent with the Plan; provided, however, that no SAR shall be credited with any amounts equal to dividends and other distributions that a Participant would have received had he held the shares of Common Stock subject to an unexercised SAR.

(b) The per Share exercise price of each SAR shall not be less than 100% of the Fair Market Value of a Share on the date the SAR is granted.

(c) Each SAR shall expire and all rights thereunder shall cease on the date fixed by the Committee in the related SAR Agreement, which shall not be later than the ten years after the date of grant; provided however, if a Participant is unable to exercise an SAR because trading in the Common Stock is prohibited by law or the Company’s insider-trading policy, the SAR exercise date shall be extended to the date that is 30 days after the expiration of the trading prohibition.

(d) Each SAR shall become exercisable as provided in the related SAR Agreement; provided that notwithstanding any other Plan provision, the Committee shall have the discretion to accelerate the date as of which any SAR shall become exercisable in the event of the Participant’s termination of employment, or service on the Board, without cause (as determined by the Committee in its sole discretion).

(e) A person entitled to exercise an SAR may do so by delivery of a written notice in accordance with procedures established by the Committee specifying the number of shares of Common Stock with respect to which the SAR is being exercised and any other information the Committee may prescribe. As soon as reasonably practicable after the exercise of an SAR, the Company shall (i) issue, in the name of the Participant, stock

certificates representing the total number of full shares of Common Stock to which the Participant is entitled and cash in an amount equal to the Fair Market Value, as of the date of exercise, of any resulting fractional share, and (ii) if the Committee causes the Company to elect to settle all or part of its obligations arising out of the exercise of the SAR in cash, deliver to the Participant an amount in cash equal to the Fair Market Value, as of the date of exercise, of the shares it would otherwise be obligated to deliver.

Section 9.

Change in Control.

9.1 Effect of a Change in Control .

(a) Notwithstanding any of the provisions of the Plan or any outstanding Award Agreement, upon a Change in Control of the Company (as defined in Section 9.2), the Committee is authorized and has sole discretion to provide that (i) all outstanding Awards shall become fully exercisable, (ii) all restrictions applicable to all Awards shall terminate or lapse and (iii) performance goals applicable to any Awards shall be deemed satisfied at the highest level, as applicable, in order that Participants may fully realize the benefits thereunder.

(b) In addition to the Committee’s authority set forth in Section 3, upon such Change in Control of the Company, the Committee is authorized and has sole discretion as to any Award, either at the time such Award is granted hereunder or any time thereafter, to take any one or more of the following actions: (i) provide for the purchase of any outstanding Stock Option or SAR, for an amount of cash equal to the difference between the exercise price and the then Fair Market Value of the Common Stock covered thereby had such Stock Option been currently exercisable; (ii) make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect such Change in Control; and (iii) cause any such Award then outstanding to be assumed by the acquiring or surviving corporation after such Change in Control.

9.2 Definition of Change in Control .

“Change in Control” of the Company shall be deemed to have occurred if at any time during the term of an Award granted under the Plan any of the following events occurs:

(a) any person (or more than one person acting as a group) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition) beneficial ownership of the Company’s Common Stock possessing 50% or more of the total voting power of the Common Stock of the Company (“person” and “beneficial ownership” being defined in Rule 13d-3 under the Exchange Act);

(b) a majority of the members of the Board are replaced during any 12-month period with directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election;

(c) any consolidation or merger of the Company or any Subsidiary that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation representing (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than 50% percent of the total voting power of the voting securities of the surviving entity outstanding immediately after such merger or

consolidation or ceasing to have the power to elect at least a majority of the board of directors or other governing body of such surviving entity; or

(d) the sale, lease, exchange or transfer of all or substantially all of the Company’s assets to an unaffiliated entity.

Section 10.

Payment of Taxes.

In connection with any Award, and as a condition to the issuance or delivery of any shares of Common Stock to the Participant in connection therewith, the Company shall require the Participant to pay the Company an amount equal to the minimum amount for federal, state, local or foreign taxes required to be withheld, and in the Company’s sole discretion, the Company may permit the Participant to pay the Company up to the maximum statutory rate of applicable withholding. The Committee in its sole discretion may make available one or more of the following alternatives for the payment of such taxes:

(a) in cash;

(b) in cash received from a broker-dealer to whom the Participant has submitted notice together with irrevocable instructions to deliver promptly to the Company the amount of sales proceeds from the sale of the shares subject to the Award to pay the withholding taxes;

(c) by directing the Company to withhold such number of shares of Common Stock otherwise issuable in connection with the Award having an aggregate Fair Market Value equal to the minimum amount of tax required to be withheld;

(d) by delivering previously acquired shares of Common Stock of the Company that have an aggregate Fair Market Value equal to the amount required to be withheld; or

(e) by certifying to ownership by attestation of such previously acquired shares of Common Stock.

The Committee shall have the sole discretion to establish the terms and conditions applicable to any alternative made available for payment of the required withholding taxes.

Section 11.

Stock Certificates.

Once a Participant becomes entitled to receive unrestricted shares of Common Stock in connection with an Award under the Plan, the Company shall either issue, in the name of the Participant, stock certificates representing the total number of such shares, or in lieu of issuing stock certificates, reflect the issuance of such shares on a non-certificated basis, with the ownership of such shares evidenced solely by book entry in the records of the Company’s transfer agent.

Section 12.

Postponement.

The Board may postpone any grant or settlement of an Award or exercise of a Stock Option or SAR for such time as the Committee in its sole discretion may deem necessary in order to permit the Company: (a) to effect, amend or maintain any necessary registration of the Plan or the shares of Common Stock issuable pursuant to an Award, including upon the exercise of an Option, under the Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction; or (b)

to determine that such shares of Common Stock and the Plan are exempt from such registration; and the Company shall not be obligated by virtue of any terms and conditions of any Award or any provision of the Plan to sell or issue shares of Common Stock in violation of the Securities Act of 1933 or the law of any government having jurisdiction thereof.

Any such postponement shall not extend the term of an Award and neither the Company nor its Directors or officers shall have any obligation or liability to a Participant, the Participant’s successor or any other person with respect to any shares of Common Stock as to which the Award shall lapse because of such postponement.

Section 13.

Nontransferability.

Awards granted under the Plan, and any rights and privileges pertaining thereto, may not be transferred, assigned, pledged or hypothecated in any manner, or be subject to execution, attachment or similar process, by operation of law or otherwise, other than: (a) by will or by the laws of descent and distribution; (b) pursuant to the terms of a domestic relations order to which the Participant is a party that meets the requirements of any relevant provisions of the Code; or (c) as permitted by the Committee with respect to a NSO transferable by the Participant during his or her lifetime. In each case, the transfer shall be for no value, and the other terms and conditions applicable to the transferability of the Award shall be established by the Committee.

Section 14.

Termination or Amendment of Plan and Award Agreements.

14.1 Termination or Amendment of Plan .

(a) Except as described in Section 14.3 below, the Board may terminate, suspend, or amend the Plan, in whole or in part, from time to time, without the approval of the shareholders of the Company, unless such approval is required by applicable law or regulation. No amendment or termination of the Plan shall adversely affect the right of any Participant under any outstanding Award in any material way without the written consent of the Participant, unless such amendment or termination is required by applicable law or regulation. Subject to the foregoing, the Committee may correct any defect or supply an omission or reconcile any inconsistency in the Plan or in any Award granted hereunder in the manner and to the extent it shall deem desirable, in its sole discretion, to effectuate the Plan.

(b) The Board shall have the authority to amend the Plan to the extent necessary or appropriate to comply with applicable law, regulation or accounting rules in order to permit Participants who are located outside of the United States to participate in the Plan.

14.2 Amendment of Award Agreements .

The Committee shall have the authority to amend any Award Agreement at any time; provided however, that no such amendment shall adversely affect the right of any Participant under any outstanding Award Agreement in any material way without the written consent of the Participant, unless such amendment is required by applicable law or regulation.

14.3 No Repricing of Stock Options .

Notwithstanding the foregoing, and except as described in Section 4.3, there shall be no amendment to the Plan or any outstanding Stock Option Agreement or SAR Agreement that results in the repricing of Stock Options or SARs without shareholder approval. For this purpose repricing includes a reduction in the exercise price of the Stock Option or SAR or the cancellation of a Stock Option or SAR in exchange for cash, Stock Options or SARs with an exercise price less than the exercise price of the cancelled Options or SARs, Stock Awards or any other consideration provided by the Company, but does not include any adjustments described in Section 4.3.

Section 15.

No Contract of Employment.

Neither the adoption of the Plan nor the grant of any Award under the Plan shall be deemed to obligate the Company or any Subsidiary to continue the employment of any Participant for any particular period, nor shall the granting of an Award constitute a request or consent to postpone the retirement date of any Participant.

Section 16.

Applicable Law.

All questions pertaining to the validity, construction and administration of the Plan and all Awards granted under the Plan shall be determined in conformity with the laws of the State of Maryland, without regard to the conflict of law provisions of any state, and, in the case of Incentive Stock Options, Section 422 of the Code and regulations issued thereunder.

Section 17.

Restrictions on Awards.

This Plan shall be interpreted and construed in a manner consistent with the Company's intended status as a real estate investment trust ("REIT"), within the meaning of Sections 856 through 860 of the Code. No Award shall be granted or awarded, and with respect to an Award already granted under the Plan, such Award shall not vest, or be exercisable, distributable or payable:

(a) to the extent such Award could cause the Participant to own more than five percent of the outstanding shares of Common Stock; or

(b) if, in the discretion of the Committee, such Award could impair the Company's status as a REIT.

Section 18.

Effective Date and Term of Plan.

18.1 Effective Date .

(a) The Plan has been adopted by the Board, and is effective, as of April 24, 2017, subject to the approval of the Plan by the shareholders of the Company at the Company’s annual meeting of shareholders held on June 8, 2017 and any adjournment or postponement thereof.

(b) In the event the Plan is not approved by shareholders of the Company at its 2017 annual meeting, (i) the Plan shall have no effect, and (ii) any Awards granted on or after April 24, 2017 shall be cancelled.

18.2 Term of Plan .

Notwithstanding anything to the contrary contained herein, no Awards shall be granted on or after the 10 ^th anniversary of the Plan’s effective date set forth in Section 18.1(a) above.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

GTJ REIT, Inc.

West Hempstead, New York

We hereby consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to GTJ REIT, Inc. 2017 Incentive Award Plan of our report dated March 29, 2017, relating to the consolidated financial statements and financial statement schedule of GTJ REIT, Inc., appearing in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2016.

/s/ BDO USA LLP

New York, New York

June 12, 2017

Exhibit 23.2

CONSENT OF INDEPENDENT VALUATION EXPERT

We hereby consent to the reference to our name and description of our role in the valuation process of GTJ REIT, Inc. (the “Company”) included in the Company’s Current Report on Form 8-K filed on May 15, 2017, which is being incorporated by reference into the Company’s Registration Statement on Form S-8 to be filed on the date hereof. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended.



June 12, 2017		/s/ Duff & Phelps, LLC
		Duff & Phelps, LLC