GIPR Generation Income Properties Inc

A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 23, 2024

 

GENERATION INCOME PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Maryland		001-40771		47-4427295
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
		401 East Jackson Street, Suite 3300 Tampa, Florida		33602
		(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (813)-448-1234

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

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Common Stock, par value $0.01 per share		GIPR		The Nasdaq Stock Market LLC
Warrants to purchase Common Stock		GIPRW		The Nasdaq Stock Market LLC

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

 

 

 

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Item 1.01. Entry into Material Definitive Agreement.

The information set forth under Items 2.01 and 2.03 below is hereby incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On August 23, 2024, Generation Income Properties, L.P., the operating partnership (the “Operating Partnership”) of Generation Income Properties, Inc. (the “Company”), completed the acquisition of a 30,465 square-foot, single-tenant retail property in Ames, Iowa (the “Ames Property”). The acquisition was made by GIPIA 1220 S Duff Avenue, LLC, a Delaware limited liability company and single-purpose subsidiary of the Operating Partnership that was formed for the purpose of effecting the acquisition (the “Iowa SPE”). The Operating Partnership, through the Iowa SPE, purchased the Property pursuant to a Purchase and Sale Agreement, dated June 13, 2024, between the Operating Partnership and Duff Daniels, LLC, an Iowa limited liability company, Westbrook Daniels, LLC, an Iowa limited liability company, and Westbrook Wolf, LLC, an Iowa limited liability company (collectively, the “Seller”), at a purchase price of approximately $5.5 million, excluding transaction costs (as amended, the “Ames Purchase and Sale Agreement”). Pursuant to an Assignment and Assumption of Purchase and Sale Agreement, effective as of August 23, 2024 (the “Ames Assignment Agreement”), the Operating Partnership assigned, and the Iowa SPE assumed, all of the Operating Partnership’s right, title and interest in and under the Ames Purchase and Sale Agreement, giving the Iowa SPE the right to acquire the Ames Property pursuant to the Ames Purchase and Sale Agreement. The Seller is not an affiliate of the Company or the Operating Partnership. The purchase price of the Ames Property and related transaction costs were funded using preferred equity of the Iowa SPE of approximately $3,080,000 purchased by JCWC Funding, LLC, a third-party investor (“JCWC”), and approximately $2,495,000 of debt financing from Valley National Bank (“Valley”), as discussed below.

The Ames Property is 100% leased to Best Buy Stores, L.P., a Virginia limited partnership, pursuant to a triple net lease agreement, dated December 20, 2004 (as amended, the “Ames Lease”). The term of the Ames Lease commenced on December 20, 2004, and originally ended on December 19, 2019. The first extended lease term of the Ames Lease commenced on December 19, 2019, and ends on March 31, 2025. The second extended lease term of the Ames Lease commences on April 1, 2025, and ends on March 31, 2030, with two options to renew for a five-year term. Under the Ames Lease, Best Buy Stores, L.P. is responsible for operating expenses, real estate taxes, insurance, repairs, maintenance and capital expenditures, in addition to base rent. In connection with the acquisition of the Ames Property, the Iowa SPE entered into an Assignment and Assumption of Lease, Security Deposit and Guaranty (“Assignment and Assumption of Ames Lease”) with the Seller, dated August 23, 2024, pursuant to which the Seller assigned, and the Iowa SPE assumed, all of the Seller’s rights and obligations under the Ames Lease.

 

The following table provides certain information about the Ames Property and the Ames Lease:

 

Property Type

Property Location

Lease Expiration Date

Rentable Square Feet

Annualized Base Rent in 2024 (1)

Tenant Renewal Options

Retail

Ames, Iowa

3/31/2030

30,465

$405,470

Two, five-year renewal option remaining

 

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In connection with the preferred equity investment in the Ames SPE by JCWC, on August 23, 2024, the Operating Partnership and JCWC entered into an Amended and Restated Limited Liability Company Agreement for the Iowa SPE (the “GIPIA Operating Agreement”). Under the GIPIA Operating Agreement, JCWC made a $3.08 million capital contribution to GIPLP in exchange for a preferred equity interest in GIPIA (the “Preferred Interest”). The Preferred Interest has a cumulative accruing distribution preference of 8% per year, compounded monthly (the “Preferred Return”), a portion of which in the amount of 6.5% per annum (compounded monthly) is deemed to be the “Current Preferred Return”, and the remainder of which in the amount of 1.5% per annum (compounded monthly) is

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deemed to be the “Accrued Preferred Return.” The GIPIA Operating Agreement provides that operating distributions by GIPIA will be made first to JCWC to satisfy any accrued but unpaid Current Preferred Return, with the balance being paid to the Operating Partnership. The GIPIA Operating Agreement also provides that distributions from capital transactions will be paid first to JCWC to satisfy any accrued but unpaid Preferred Return (comprised of both the Current Preferred Return and Accrued Preferred Return), and then to the GIP Operating Partnership.

The foregoing descriptions of the Ames Purchase and Sale Agreement, Ames Assignment Agreement, Assignment and Assumption of Ames Lease, and GIPIA Operating Agreement are only summaries and are qualified in their entirety by reference to the complete text of such documents, each of which is attached as exhibits to this Current Report on Form 8-K and incorporated by reference herein. The above description of the Ames lease is summary in nature and qualified in its entirety by reference to the complete text of the Ames Lease, a copy of which will be filed with (or before) the Company’s next Quarterly Report on Form 10-Q.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Loan Agreement and Note with Valley National Bank

On August 23, 2024, the Iowa SPE entered into a Loan Agreement with Valley (the “Valley Loan Agreement”) pursuant to which Valley made a loan to the Iowa SPE in the amount of $2.495 million (the “Valley Loan”) to finance the acquisition of the Ames Property. Pursuant to the Valley Loan Agreement, the Iowa SPE executed and delivered to Valley a Promissory Note, dated August 23, 2024, in the original principal amount of $2.495 million (the “Note”).

The outstanding principal amount of the Valley Loan bears interest at an annual rate for each 30-day interest period equal to the compounded average of the secured overnight financing rate published by Federal Reserve Bank of New York for the thirty-day period prior to the last day of each 30-day interest rate for the applicable interest rate period plus 2.50%, with interest payable monthly after each 30-day interest period. However, Iowa SPE has entered into an interest rate swap to fix the interest rate at 6.29% per annum. Payments of interest only are due and payable monthly for the first twelve months and then payments of interest and principal in the amount of approximately $16,641 are due and payable monthly thereafter, with all remaining principal and accrued but unpaid interest due and payable on a maturity date of August 23, 2029. The Valley Loan is secured by a first mortgage and assignment of rents in the Ames Property and is guaranteed by the Operating Partnership.

The Valley Loan Agreement requires the Iowa SPE to maintain a minimum debt-service coverage ratio 1.50:1 on a trailing twelve-month basis, tested as of December 31, 2024 and annually thereafter. The Valley Loan Agreement provides for customary events of default and other customary affirmative and negative covenants that are applicable to the Iowa SPE and its subsidiaries, including reporting covenants and restrictions on investments, additional indebtedness, liens, sales of properties, certain mergers, and certain management changes.

The foregoing description of the Valley Loan Agreement and Valley Note is summary in nature and is qualified in its entirety by reference to the full text of the Valley Loan Agreement and Valley Note, copies of which are filed as exhibits hereto and are incorporated by reference herein.

 

Second Note and Loan Modification with Bayport Credit Union

 

On August 23, 2024, GIPVA 130 Corporate Blvd, LLC ("Corporate SPE") entered into a Second Note and Loan Modification Agreement with Bayport Credit Union (the "Loan Modification Agreement") to amend and extend the loan currently secured by the Companys Norfolk, VA office building at 130 Corporate Blvd. Pursuant to the Loan Modification Agreement the Corporate SPE delivered to Bayport Credit Union a Third Allonge to Promissory Note, dated August 23, 2024, and made part of, the Promissory Note, dated October 23, 2017, in the original principal amount of $5.2 million.

 

The Loan Modification Agreement extends the current debt maturity date to August 23, 2029 and bears an interest rate of 6.15% per annum. Payments of interest and principal in the amount of approximately $32,268.70 are

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due and payable monthly thereafter beginning on September 23, 2024, with all remaining principal and accrued but unpaid interest due and payable on the maturity date of August 23, 2029.

 

The foregoing description of the Loan Modification Agreement and Third Allonge to Promissory Note is summary in nature and is qualified in its entirety by reference to the full text of the Loan Modification Agreement and Third Allonge to Promissory Note, copies of which are filed as exhibits hereto and are incorporated by reference herein.

 

Item 3.02. Unregistered Sales of Equity Securities.

The issuance of the Preferred Interests by the Iowa SPE to JCWC was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The offer and sale of the Preferred Interests did not and does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, was made without any form of general solicitation to a sophisticated party, and was made with full access to any information requested regarding the Iowa SPE.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Second Amended and Restated Employment Agreement with David Sobelman

On August 26, 2024, the Company entered into a Second Amended and Restated Employment Agreement (the “Amended Employment Agreement”) with David Sobelman, the Company’s President and Chief Executive Officer. The Amended Employment Agreement, which was approved by the Company’s Board of Directors on August 26, 2024 (the “Board”), amends and restates in its entirety the First Amended and Restated Employment Agreement, dated June 23, 2022, previously entered into between the Company and Mr. Sobelman.

The Amended Employment Agreement provides that Mr. Sobelman will continue to receive a base salary of $200,000 per year, provided that the annual base salary will increase to (i) $300,000 upon the Company and its subsidiaries achieving $115 million or greater in gross asset value of real estate assets owned, (ii) $400,000 upon the Company and its subsidiaries achieving $150 million or greater in gross asset value of real estate assets owned, and (iii) $600,000 upon the Company and its subsidiaries achieving $500 million or greater in gross asset value of real estate assets owned. The base salary may be increased, but not decreased, in the discretion of the Board. The Amended Employment Agreement further provides that Mr. Sobelman will receive an annual nondiscretionary bonus on the first trading day of each December during the term of employment in the amount of 35% of his base salary then in effect. In addition, Mr. Sobelman will be entitled to receive, upon approval of the board, a discretionary annual performance-based bonus with a bonus target amount of 200% (and a bonus opportunity of up to 300%) of his then- current salary based on the Company materially meeting the Board-approved budget for the immediately preceding fiscal year.

In addition to the base salary and the foregoing bonuses, the Amended Employment Agreement provides that Mr. Sobelman will be paid $7,500 a year to be used solely to cover the actual cost to Mr. Sobelman of obtaining a death and disability insurance policy on his life for and for related costs and expenses. He will also be entitled to a guarantee fee for Company obligations that are personally guaranteed by Mr. Sobelman (but only if the personal guaranty is approved by the Board), with the amount of the guarantee fee being 1% of the guaranteed amount for a full guarantee and 0.5% for a non-recourse or fraud exception guarantee (with the guarantee fee increased to 10% on the 60th day following a termination without “cause” or termination for “good reason”, as those terms are defined in the agreement, unless the guarantee is removed during such 60-day period). Mr. Sobelman is also eligible to receive such medical, health, vacation, and other benefits as are provided by the Company and its subsidiaries generally, and Mr. Sobelman will be eligible to participate in any 401(k) plan that the Company or its related entities may adopt in the future.

The Amended Employment Agreement provides that, on the first trading date of December of each year during the term of Mr. Sobelman’s employment, Mr. Sobelman will receive an annual grant of fully vested stock

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under the Generation Income Properties, Inc. 2020 Omnibus Incentive Plan for a number of shares equal to Executive’s base salary as then in effect divided by the higher of the closing price of the Company’s common stock on the grant date or $10.00 per share.

Under the Amended Employment Agreement, Mr. Sobelman is subject to non-solicitation and non-competition covenants that expire one year following termination of employment and to customary confidentiality obligations.

The term of Mr. Sobelman’s employment under the Amended Employment Agreement will continue until terminated by either the Company or Mr. Sobelman at any time, whether or not for cause, upon 60-days notice to the other party or until Mr. Sobelman’s death or disability. The Amended Employment Agreement may also be terminated by the Company for “cause” (as defined in the agreement) or by Mr. Sobelman for “good reason” (as defined in the agreement). “Good reason” includes certain changes in Mr. Sobelman’s responsibilities or duties without his consent, reductions in compensation or a material reduction in benefits, a material breach by the Company of the Amended Employment Agreement that remains uncured following notice of the breach, or a material relocation of his principal place of employment without his consent.

In the event that the Company terminates Mr. Sobelman’s employment without cause or Mr. Sobelman resigns for good reason, the Amended Employment Agreement provides that Mr. Sobelman will be entitled to receive severance compensation equal to two times (or three times if the termination occurs within 12 months of a “change in control”, as defined in the agreement) the sum of his then-current base salary plus his average bonus for the preceding three years. For this purpose, Mr. Sobelman’s then-current base salary shall be deemed to be equal to what his base salary would have then been if the properties included in the Company’s acquisition pipeline (as approved from time to time by the chair of the Board Compensation Committee) had been acquired prior to employment termination. In addition, in such event, Mr. Sobelman will be entitled to additional separation compensation in an amount equal to the premium payments for continuing healthcare coverage for Mr. Sobelman and his family for a period of 18 months. The foregoing severance compensation, if due, will be paid in 18 equal monthly installments. In addition, upon a termination without cause or for good reason, any unvested equity awards (if any) held by Mr. Sobelman will immediately vest.

The foregoing does not purport to be a complete description of the Amended Employment Agreement and is qualified in its entirety by reference to the full text of such Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on August 29, 2024, announcing the completion of the acquisition of the Ames Property. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended or the Exchange Act except as set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(a)	Financial Statements of Businesses Acquired.

The Company intends to file the financial statements required by Item 9.01(a), in accordance with Rule 3-14 of Regulation S-X, by amendment to this Current Report on Form 8-K no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed.

	(b)	Pro Forma Financial Information.

 

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To the extent required by this item, pro forma financial information relating to the acquisition described in Item 2.02 of this Current Report on Form 8-K will be filed in an amendment to this current report on Form 8-K not later than 71 days after the date on which this initial Current Report on Form 8-K is required to be filed.

(d) Exhibits.

 

 

Exhibit No.		Description
10.1		Second Amended and Restated Employment Agreement, dated August 26, 2024, between Generation Income Properties, Inc. and David Sobelman.
10.2		Ames Purchase and Sale Agreement dated June 13, 2024.
10.3		Ames Assignment Agreement dated August 23, 2024
10.4		Assignment and Assumption of Ames Lease
10.5		Loan Agreement dated August 23, 2024, between GIPIA 1220 S Duff Avenue, LLC and Valley National Bank
10.6		Promissory Note dated August 23, 2024, between GIPIA 1220 S Duff Avenue, LLC and Valley National Bank
10.7		Amended and Restated Limited Liability Company Agreement for GIPIA S Duff Avenue, LLC dated August 23, 2024.
10.8		Third Allonge to Promissory Note for GIPVA 130 Corporate Blvd, LLC dated August 23, 2024
10.9		Second Note and Loan Modification Agreement for GIPVA 130 Corporate Blvd, LLC dated August 23, 2024
99.1		Press Release, dated August 29, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

Forward-Looking Statements

 

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties, many of which are beyond management’s control, that could cause actual results to differ materially from those described in the forward-looking statements, as well as risks relating to general economic conditions, market conditions, interest rates, and other factors. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in the reports we file with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		GENERATION INCOME PROPERTIES, INC.
Date: August 29, 2024		By:		/s/ David Sobelman
				David Sobelman
				Chief Executive Officer

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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as August 26, 2024 by and between GENERATION INCOME PROPERTIES, INC., a Maryland corporation (the “REIT”), and DAVID SOBELMAN, an individual residing in the State of Florida (“Executive”). This Agreement amends and restates in its entirety that certain First Amended and Restated Employment Agreement, dated June 23, 2022, previously entered into between the REIT and Executive (the “Prior Employment Agreement”).

RECITALS

WHEREAS, Executive is currently employed as President and Chief Executive Officer of the REIT upon the terms and conditions set forth in the Prior Employment Agreement; and

 

WHEREAS, the REIT seeks to continue to employ Executive as the President and Chief Executive Officer of the REIT and to amend and restate the Prior Employment Agreement upon the terms and conditions set forth herein.

 

NOW THEREFORE, in consideration of Executive’s continued employment with the REIT and the mutual covenants and promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

 

 

 

 

 

 

 

 

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If to REIT: c/o Generation Income Properties, Inc.

401 East Jackson Street, Suite 3300

Tampa, Florida 33602

 

If to Executive: To Executive’s address as reflected on the payroll records of REIT or such other address as either party shall designate by notice in writing to the other in accordance herewith. Any such notice shall be deemed given when so delivered personally, by e-mail, by facsimile transmission, or if sent by overnight courier, one day after delivery to such courier by the sender or if mailed, five days after deposit by the sender in the U.S. mails.

 

 

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date indicated below.

 

GENERATION INCOME PROPERTIES, INC.,

a Maryland corporation

 

 

By: _____________________________________

 

Print Name: ______________________________

 

Title: ____________________________________

Date: ____________________________________

 

“REIT”

 

 

DAVID SOBELMAN

 

 

 

_________________________________________

DAVID SOBELMAN

Date: ____________________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit A

FORM OF RELEASE

This RELEASE (“Release”) is granted effective as of the [] day of [], 20[] by David Sobelman (the “Executive”) in favor of Generation Income Properties, Inc., a Maryland corporation (the “REIT”), and the other Released Parties (as defined below). This is the Release referred to in the Second Amended and Restated Employment Agreement, dated as of August 26, 2024, between the REIT and Executive (the “Employment Agreement”). Executive gives this Release in consideration of the REIT’s promises and covenants contained in the Employment Agreement, with respect to which this Release is an integral part.

 

 

 

Executive agrees that he has carefully read this Release and is signing it voluntarily. Executive acknowledges that he has had 21 days from receipt of this Release to review it prior to signing or that, if Executive is signing this Release prior to the expiration of such 21‑day period, Executive is waiving his right to review the Release for such full 21‑day period prior to signing it. Executive has the right to revoke this release within seven days following the date of its execution by him. However, if Executive revokes this Release within such seven-day period, no severance benefit will be payable to him under the Employment Agreement and he shall return to the REIT any such payment received prior to that date.

 

EXECUTIVE HAS CAREFULLY READ THIS RELEASE AND ACKNOWLEDGES THAT IT CONSTITUTES A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD A FULL OPPORTUNITY TO CONSULT WITH AN ATTORNEY OR OTHER ADVISOR OF HIS CHOOSING CONCERNING HIS EXECUTION OF THIS RELEASE AND THAT HE IS SIGNING THIS RELEASE VOLUNTARILY AND WITH THE FULL INTENT OF RELEASING THE REIT FROM ALL SUCH CLAIMS.

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SIGNED: DATED:

David Sobelman

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PURCHASE AND SALE AGREEMENT BETWEEN

 

DUFF DANIELS, LLC an Iowa limited liability company as tenant in common holding a 65% interest, WESTBROOK DANIELS, LLC, an Iowa limited liability company, as tenant in common holding a 10.21% interest, and WESTBROOK WOLF LLC,

an Iowa limited liability company, as tenant in common holding a 24.79% interest, collectively as Seller

and

 

GENERATION INCOME PROPERTIES, L.P.,

a Delaware limited partnership, as Purchaser

 

 

 

 

 

 

June , 2024

 

 

 

 

 

 

 

 

 

Subject Property:

Best Buy

1220 S Duff Avenue, Ames, IA

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SCHEDULE OF EXHIBITS

 

 

 

 

Description of Land

 

List of Personal Property

 

List of Existing Commission Agreements

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SCHEDULE OF AGREED-UPON FORM CLOSING DOCUMENTS

 

 

Schedule 1 Form of Special Warranty Deed

 

Schedule 2 Form of Assignment and Assumption of Lease and Security Deposits Schedule 3 Form of Bill of Sale to Personal Property

Schedule 4

 

Schedule 5 Form of Declaration Estoppel Certificate Schedule 6

Schedule 7 Form of Tenant Estoppel Certificate Schedule 8

Schedule 9

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PURCHASE AND SALE AGREEMENT

Agreement

13 day of June, 2024, by and between DUFF DANIELS, LLC an Iowa limited liability company as tenant in common holding a 65% interest, WESTBROOK DANIELS, LLC, an Iowa limited liability company as tenant in common holding a 10.21% interest, and WESTBROOK WOLF LLC an Iowa limited liability company, as tenant in common holding a 24.79% interest (collectively Seller GENERATION INCOME PROPERTIES L.P.Purchaser

W I T N E S E T H:

WHEREAS, Seller desires to sell certain real property on which a commercial retail building and related infrastructure and support improvements (as more particularly described herein) are located in Ames, Story County, Iowa, together with certain related personal and intangible property, and Purchaser desires to purchase such real, personal and intangible property; and

WHEREAS, the parties hereto desire to provide for said sale and purchase on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

ARTICLE 1.

DEFINITIONS

For purposes of this Agreement, each of the following capitalized terms shall have the meaning ascribed to such terms as set forth below:

Additional Earnest Money One Hundred Thousand and No/100 Dollars ($100,000.00 U.S.).

Affiliate controls, is controlled by, or is under common control with the Person in question.

Assignment and Assumption of Lease of this Agreement.

Bill of Sale

Brokers

Business Day institutions in the State of Iowa are authorized by law or executive action to close.

Closing terms of this Agreement.

Closing Date

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Commission Agreements

Agreement, and such agreements, if any, are more particularly described on Exhibit attached hereto and made a part hereof.

Declaration Reciprocal Easement and Operation Agreement recorded as Document No. 02-16733 in the Official Records of Story County, Iowa , as supplemented, amended and assigned.

Declaration Estoppel Certificate provisions of Section 6.1(g) below from the appropriate parties under each Declaration, including any

Schedule 5 or in a form

provided by the property owners and reasonably acceptable to Purchaser.

Deed

Earnest Money One Hundred Fifty Thousand and No/100 Dollars ($150,000.00 U.S.) actually paid by Purchaser (or which Purchaser is obligated to pay) to Escrow Agent hereunder, together with all interest which accrues thereon as provided in Section 2.3(c) hereof.

Effective Date Agreement and shall have delivered at least one (1) fully executed counterpart of this Agreement to the other party.

Environmental Law or decree relating to pollution or substances or materials which are considered to be hazardous or toxic, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Clean Water Act, the Toxic Substances Control Act, the Emergency Planning and Community Right to Know Act, any state and local environmental law, all amendments and supplements to any of the foregoing and all regulations and publications promulgated or issued pursuant thereto.

Environmental Reports

reports/assessments/studies obtained by Seller and provided to Purchaser, if any, pursuant to the provisions of Section 3.2(a).

Escrow Agent

FIRPTA Affidavit.

General Assignment

Hazardous Substances or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized under any Environmental Law (including, without limitation, lead paint, asbestos, urea formaldehyde foam insulation, petroleum, polychlorinated biphenyls, mold and fungus).

Improvements equipment, apparatus and any other items constructed and/or installed on the Land.

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Initial Earnest Money Fifty Thousand and No/100 Dollars ($50,000.00

U.S.).

Inspection Period

date which is thirty (30) Business Days after the .

 

Intangible Property

following: (i) all assignable plans and specifications and other architectural and engineering drawings for the Land and Improvements; (iii) all assignable warranties or guaranties given or made in respect of the Improvements or Personal Property; and (iv) all transferable consents, authorizations, variances or waivers, development rights, concurrency reservations, impact fee credits, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or Improvements.

Land Ames, Story County, Iowa, which

is more particularly described on Exhibit attached hereto and made a part hereof, together with all rights, privileges and easements appurtenant to said real property, and all right, title and interest of Seller, if any, in and to any land lying in the bed of any street, road, alley or right-of-way, open or closed, adjacent to or abutting the Land.

Lease that certain Lease between Seller, as landlord, and Best Buy Stores, L.P., a Virginia limited partnership, dated December 20, 2004, as supplemented, amended and assigned.

Monetary Objection Monetary Objections similar security instrument encumbering

or similar lien, (c) the lien of ad valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of the Property which are delinquent, and (d) any judgment of record against Seller in the county or other applicable jurisdiction in which the Property is located.

Permitted Exceptions charges not yet due and payable or due and payable but not yet delinquent, (b) the Lease, and (c) such other easements, restrictions and encumbrances that are approved by Purchaser pursuant to Section 3.4 of this Agreement.

Person mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, entity, party or government (whether federal, state, county, city or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

Personal Property

landscaping items), carpeting, draperies, appliances, personal property (excluding any computer software which is licensed to Seller), machinery, apparatus and equipment owned by Seller and currently used exclusively in the operation, repair and maintenance of the Land and Improvements and situated thereon, as generally described on Exhibit attached hereto and made a part hereof, and all non-confidential books, records and files (excluding any attorney work product or attorney-client privileged documents) relating to the Land and Improvements. The Personal Property does not include any property owned by tenants, contractors or licensees.

Property

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Purchase Price

 

Agreement.

Right of First Offer respect to the Property that has been granted to a third party, including the Tenant.

Security Deposit (other than rent paid for the month in which the Closing occurs) actually held by Seller with respect to the Lease.

 

 

 

3.2(a) of this Agreement.

Survey

Taxes

Tenant Best Buy Stores, L.P., a Virginia Limited Partnership.

Tenant Approvals and Consents

Tenant that may be necessary under the Lease or reasonably requested by Purchaser in order to consummate the transaction contemplated by this Agreement, including, without limitation, all Tenant approvals, consents and requirements set forth in the Lease (if any) and all documentation required to be signed by the Tenant, Seller and Purchaser to effectuate same (if any).

 

Tenant Estoppel Certificate

Schedule

Tenant Notice of Sale Agreement.

Title Agent Company, selected by Seller.

Title Company or other national title

insurance company acceptable to Purchaser.

Title Commitment

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ARTICLE 2.

PURCHASE AND SALE

Lease and any Security Deposits;

Earnest

Money

all such interest and other income.

Purchase Price Seller for the Property shall be Five Million Five Hundred Thousand and No/100 Dollars ($5,500,00.00 U.S.). The applicable Purchase Price shall be paid by Purchaser to Seller at the Closing as follows:

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an account designated by Seller, less the amount of the Earnest Money paid by Escrow Agent to Seller at Closing, and subject to prorations, adjustments and credits as otherwise specified in this Agreement.

ARTICLE 3.

(24) hours prior written notice to Seller to inspect the Property to perform due all diligence, studies, appraisals, inspections, soil analysis and environmental investigations and tests, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be performed in

on the Property. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of

 

incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors). The foregoing Purchaser obligation to indemnify, defend and hold Seller harmless shall survive the termination of this Agreement.

consultants, attorneys, affiliates and advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (ii) to the permitted assignee of Purchaser and to such of its members, managers or general partners and their employees, consultants, attorneys, affiliates and advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (iii) to any lender or investor or any prospective lender or investor of Purchaser or any permitted assignee and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (iv) to the extent the same shall be or have otherwise become publicly available other than as a result of a disclosure by Purchaser, its permitted assignee or affiliates, (v) to the extent required to be disclosed by law or during the course of or in connection with any litigation, hearing or other legal proceeding, or (vi) with the written consent of Seller, as the case may be; it being expressly acknowledged and agreed by Purchaser that the foregoing confidentiality agreements shall survive the termination of this Agreement.

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costs), arising out of the filing of any such liens and/or the failure of Purchaser to cause the discharge thereof as same is provided herein. The foregoing Purchaser obligation to indemnify, defend and hold Seller harmless shall survive the termination of this Agreement.

$1,000,000.00 per occurrence or commercial general liability insurance with limits of not less than

$1,000,000.00 per occurrence and in the aggregate. To the extent such $1,000,000.00 limit of liability is shared with multiple properties, a per location aggregate of not less than $1,000,000.00 shall be included. Seller and/or its designees shall be included as additional insureds under such comprehensive general liability or commercial general liability coverage. Purchaser shall deliver to Seller a certificate of such insurance evidencing such coverage prior to the date Purchaser is permitted to enter the Property. Such insura

The minimum levels of insurance coverage to be maintained by Purchaser hereunder shall not limit

.

previously provided, within three (3) Business Days of the Effective Date Seller shall deliver to Purchaser

relating to the ownership and operation of the Property, including but not limited to, year to date and prior year Property financial statements by quarter, bank statements, copies of expense related invoices and expense reconciliations for the Property in order to allow Purchaser to comply with

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the reporting requirements of Regulation S-X of the U.S. Securities and Exchange Commission.

respect to the Land with copies of all matters listed as title exceptions in such policy and any abstracts with respect to the Property, which abstracts shall become the property of Purchaser after Closing.

possession relating to the development of the Improvements.

possession relating to the development of the Improvements.

Seller shall notify Purchaser in writing upon the completion of its delivery of the Seller's Disclosure Disclosure Materials Delivery Date

of Seller's receipt of any Seller's Disclosure Material, to make supplemental deliveries to Purchaser through

the date of the final Closing of any addition or modification to the Seller's Disclosure Materials that come into Seller's possession.

to terminate this Agreement at any time on or before said time and date of expiration of the Inspection Period by giving written notice to Seller of such election to terminate. If Purchaser so elects to terminate this Agreement pursuant to this

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Section 3.3, Purchaser shall immediately return to Seller any hard-copies of documents, plans, studies or other materials related to the Property that were provided by Seller to Purchaser, and upon Purchaser returning such materials to Seller, Escrow Agent shall pay the Earnest Money to Purchaser, whereupon, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement. If Purchaser fails to so terminate this Agreement prior to the expiration of the Inspection Period, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 3.3. Notwithstanding anything to the contrary in this Agreement, to cause the Title Agent to deliver the Title Commitment to Purchaser within the time period and in the manner required under Section

Title Commitment

Title Policy

together with all exception documents referenced in Schedule B, Section of the Title Commitment. The Title Commitment shall evidence that Seller is vested with fee simple title to the Land and that upon the execution, delivery and recordation of the Deed to be delivered at the Closing provided for hereunder and the satisfaction of all requirements specified in Schedule B, Section 1 of the Title Commitment, Purchaser shall acquire fee simple title to the Land, subject only to the Permitted Exceptions.

Title Defects Title Defects prior to the expiration of the Inspection Period shall be deemed to constitute acceptance of such matters. Seller shall notify Purchaser in writing no later than five (5) days after Seller's receipt of Purchaser's notice setting forth the existence of any Title Defects and indicate to Purchaser that Seller either

(i) intends to cure the Title Defects within the applicable cure period, or (ii) intends not to cure some or all of such exceptions, identifying which of the Title Defects Seller intends to cure and/or not cure (Seller being under no obligation to cure Title Defects other than the Monetary Objections).

(30) days, or such longer period as Purchaser may grant in its sole and absolute discretion, following receipt of written notice of the existence of Title Defects in which to undertake a good faith, diligent and continuous commercially reasonable effort and, in fact, cure or eliminate the Title Defects which Seller has elected to cure to the satisfaction of Purchaser and the Title Company in such manner as to permit the Title Company to either endorse the Title Commitment or issue a replacement commitment to delete the Title Defects

Seller undertakes a good faith, diligent and continuous commercially reasonable effort to cure or eliminate same.

Updated Title Commitment in the Updated Title Commitment which were not exceptions in the Title Commitment shall automatically be deemed Title Defects which Seller shall be obligated to cure unless such matters were placed of record

joinder and consent. The cure of any such new Title Defects shall be effected within such time periods as were provided in connection with curing Title

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Defects under the initial Title Commitment. If Seller shall in fact cure or eliminate the new Title Defects, the Closing shall take place on the date specified in this Agreement. If Seller does not cure or eliminate the new Title Defects, Purchaser may elect to terminate this Agreement or proceed to Closing as provided in Section 3.4(d) below.

ARTICLE 4.

REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS

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knowledge, threatened, which (i) if determined adversely to Seller, materially affects the use or value of the Property, or (ii) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (iii) involves condemnation or eminent domain proceedings involving the Property or any portion thereof.

located on the Property or were located on the Property and were subsequently removed or filled; and (v) no tenant or other Person has notified Seller of the presence of any mold or fungus on the Property. Seller

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has received no written notification that any governmental or quasi-governmental authority has determined that there are any violations of any Environmental Law with respect to the Property, nor has Seller received any written notice from any governmental or quasi-governmental authority with respect to a violation or suspected violation of any Environmental Law on or at the Property. belief, the Property has not previously been used as a landfill, a cemetery, or a dump for garbage or refuse by Seller or any of its Affiliates or by any other Person. No tenant has the right to generate, store or dispose of Hazardous Substances at the Property or use or transport Hazardous Substances on or from the Property except as otherwise provided in the Lease.

-

 

which would impose an obligation upon Purchaser or its successors and assigns to make any contribution or dedications of money or land or to construct, install or maintain any improvements of a public or private

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nature on or off the Property. The provisions of this section shall not apply to any local real estate taxes assessed against the Property.

The representations and warranties made in this Agreement by Seller shall be continuing and shall be deemed remade in all material respects by Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date. All representations and warranties made in this Agreement by Seller shall survive the Closing for a period of one (1) Limitation Period shall be of no further force or effect except to the extent that with respect to any particular alleged breach, Purchaser gives Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach. Notwithstanding anything to the contrary contained in this Agreement, there shall be no survival limitation, except statutory limitations, with respect to acts involving fraud or intentional misrepresentation on behalf of Seller. If, subject to the terms, conditions and applicable limitations provided herein: (a) Purchaser makes a claim against Seller with regard to a representation or warranty which expressly survives Closing, and (b) Purchaser obtains a final and non-appealable judgment against Seller which remains unpaid for a period of thirty (30) days, then Seller agrees that Purchaser shall have the right to trace the Purchase Price to the extent necessary to satisfy such claim. Seller acknowledges and agrees that Purchaser has relied and has the right to rely upon the

summation of the transaction set forth in this Agreement.

Subject to the immediately preceding paragraph, and the Limitation Period and statutory limitations referenced therein, Seller hereby agrees to indemnify, protect, defend (through attorneys reasonably acceptable to Purchaser) and hold harmless Purchaser and its subsidiaries, affiliates, officers, directors, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities,

sserted against or suffered by Purchaser or the Property after the Closing Date as a result or on account of any breach of any representation, warranty or covenant on the part of Seller made herein or in any instrument or document delivered by Seller pursuant hereto or (ii) which may at any time following the Closing Date be asserted against or suffered by Purchaser arising out of or resulting from any matter pertaining to operation of the Property prior to the Closing Date (whether asserted or accruing before or after Closing).

unreasonably withheld, conditioned or delayed. Any such requests by Seller shall be accompanied by a copy of any proposed modification or amendment of the Lease or of any new lease or license that Seller wishes to execute between the Effective Date and the Closing Date.

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unreasonably withheld, conditioned or delayed, except contracts entered into in the ordinary course of business that shall be terminated at Closing without penalty or premium to Purchaser.

ROFO Holder

ROFO Notice

same to Purchaser when made. Seller shall keep Purchaser reasonably informed as to the status of the

informing Seller that it does not elect to exercise the Right of First Offer as it pertains to this transaction, or (ii) fails to respond in writing to the ROFO Notice within the required time frame set forth in the Right of First Offer in order to exercise the Right obligation to close on the sale and purchase of the Property pursuant to this Agreement, Seller shall execute and deliver to Purchaser, on or before expiration of the Inspection Period, an original, executed affidavit in

 

 

or the ROFO

in writing to exercise its Right of First Offer, then Purchaser shall have the right to terminate this Agreement by providing written notice to Seller, in which case all Earnest Money deposited by Purchaser shall be immediately returned to Purchaser and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event the Closing does not occur within the applicable time period under the Right of First Refusal in which is Seller is free to sell and convey the Property to Purchaser, then Seller shall be obligated to send the ROFO Holder a new ROFO Notice, in which case the foregoing terms, conditions and rights set forth in this Section 4.2(e) shall apply to the new ROFO Notice.

of the Inspection Period, then Purchaser shall have the right to terminate this Agreement by providing written notice to Seller, in which case the Earnest Money deposited by Purchaser shall be immediately returned to Purchaser and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement.

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provide Purchaser with a written notice of any event which has a material adverse effect on the Property.

or allegations of default received from Tenant, or any other correspondence or notice received by Seller which has or has the potential to have a material adverse effect on the Property.

The representations and warranties made in this Agreement by Purchaser shall be continuing and shall be deemed remade by Purchaser as of the Closing Date, with the same force and effect as if made on, and as of, such date. All representations and warranties made in this Agreement by Purchaser shall survive the Closing for a period of one (1) years, and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, Seller gives Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach. Notwithstanding anything to the contrary contained in this Agreement, there shall be no survival limitation, except statutory limitations, with respect to acts involving fraud or intentional misrepresentation on behalf of Purchaser. Purchaser acknowledges and agrees that Seller has relied and has

consummation of the transaction set forth

in this Agreement.

Subject to the immediately preceding paragraph, and the Limitation Period and statutory limitations referenced therein, Purchaser hereby agrees to indemnify, protect, defend (through attorneys reasonably acceptable to Seller) hold harmless Seller and its subsidiaries, affiliates, officers, directors, agents,

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employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs

against or suffered by Seller after the Closing Date as a result or on account of any breach of any warranty, representation or covenant on the part of Purchaser made herein or in any instrument or document delivered pursuant hereto or (ii) following the Closing Date be asserted against or suffered by Seller arising out of or resulting from any matter pertaining to the operation or ownership of the Property by Purchaser from and after the Closing Date.

ARTICLE 5.

CLOSING DELIVERIES, CLOSING COSTS AND PRORATIONS

 

5.1

. For and in consideration of, and as a condition precedent to

or the Title Agent (as applicable) at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

Bill of Sale

Schedule 3

 

assumption of Lease and Security Deposits and, to the extent required elsewhere in this Agreement, in the form attached hereto as Schedule 2 Assignment and Assumption of Lease

Memorandum of Assignment of Lease

SNDA

(h)

. A certificate in the form attached hereto as Schedule 6

Section 4.1 hereof;

 

8;

Title Company to establish that this Agreement, the transactions contemplated herein, and the execution and delivery of the documents required hereunder, are duly authorized, executed and delivered;

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Notice of Sale Purchaser shall send to Tenant under the Lease informing such tenant of the transfer of the Property and of assignment to and assumption by Purchaser (or its Affiliate) of the Lease and Security Deposit and directing that all rent and other sums payable for periods after the Closing under the Lease shall be paid as set forth in the notice;

 

 

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any; and

 

 

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(d)

. A certificate in the form attached hereto as Schedule 9

 

fees of Seller, the cost of obtaining and recording any curative title instruments, and all other costs and expenses incurred by

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Seller in closing and consummating the purchase and sale of the Property pursuant hereto. Purchaser shall pay the cost of the Survey, all recording fees on all instruments to be recorded in connection with this transaction (except any curative title instruments), the cost of any endorsements to the Title Policy, the cost of any loan policy of title insurance and endorsements thereto, documentary stamps and intangible taxes

d all other costs and

 

and in closing and consummating the purchase and sale of the Property pursuant hereto.

and Purchaser as of the Closing, except those for which the Tenant is obligated to pay directly to the applicable taxing authority pursuant to the Lease. If the Closing occurs prior to the receipt by Seller of the tax bill for the calendar year or other applicable tax period in which the Closing occurs, Taxes shall be prorated for such calendar year or other applicable tax period based upon the amount equal to the prior

calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup

Property to confirm the calculation. The provisions of this Section 5.4(b) shall survive the Closing for a period of one (1) year after the Closing Date.

 

rev

share of the rents, additional rent, Taxes, tenant reimbursements and escalations, and all other payments payable for the month of Closing and for all other rents and other amounts that apply to periods from and after the Closing, but which are received by Seller prior to Closing. Purchaser agrees to pay to Seller, upon receipt, any rents or other payments by Tenants under the Lease that apply to periods prior to Closing but are received by Purchaser after Closing; provided, however, that any delinquent rents or other payments by Tenant shall be applied first to any current amounts owing by Tenant, then to delinquent rents in the order in which such rents are most recently past due, with the balance, if any, paid over to Seller to the extent of delinquencies existing at the time of Closing to which Seller is entitled; it being understood and agreed that Purchaser shall not be legally responsible to Seller for the collection of any rents or other charges payable with respect to the Lease or any portion thereof, which are delinquent or past due as of the Closing Date. Seller shall be responsible for collecting and remitting all sales and use taxes that are due or become due on rent payments under the Lease received by Seller prior to Closing. Purchaser shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under the Lease received by Purchaser after Closing. Seller shall, at or prior to Closing, reconcile with the Tenant any estimated payments for additional rent, Taxes, tenant reimbursements and escalations, and all other payments payable by the Tenant under the Lease for the period prior to Closing. The provisions of this Section 5.4(c) shall survive the Closing.

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ARTICLE 6.

CONDITIONS TO CLOSING

Conditions Precedent

applicable), which at a minimum shall (i) be dated within thirty (30) days prior to the Closing Date, (ii) confirm the material terms of the applicable Lease, as contained in the copy of the Lease delivered to Purchaser hereunder, and (iii) confirm the absence of any defaults by Seller and Tenant under the Lease as of the date thereof.

sociation, in the form attached hereto as

Schedule 5 or in a form provided by the Tenant and reasonably acceptable to Purchaser or which applicable), which at a minimum shall (i) be dated within thirty (30) days prior to the Closing Date, (ii)

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confirm the monetary obligations of the owner of the Property, including any annual maintenance assessments, and (iii) confirm the absence of any defaults by Seller and Tenant under the Declaration as of the date thereof.

Commitment, subject only to the Permitted Exceptions, with gap coverage, deleting all requirements and deleting the standard exceptions.

In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) on or before the time period specified herein (as same may be extended or postponed as provided in this Agreement), Purchaser shall have the right to terminate this Agreement by written notice to Seller given prior to the Closing, whereupon (i) Escrow Agent shall return the Earnest Money to Purchaser; and (ii) except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement.

ARTICLE 7.

CASUALTY AND CONDEMNATION

Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance

immaterial damage or destruction instances of damage or destruction: (i) which can be repaired or restored at a cost of Ten Thousand and No/100 Dollars ($10,000.00) or less; (ii) which can be restored and repaired within sixty (60) days from the date of such damage or d policy covering

the Property are assignable to Purchaser and will continue pending restoration and repair of the damage or destruction.

In the event of any material damage or destruction to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within the earlier of twenty (20) days after Purchaser is notified by Seller of such damage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Agreement, whereupon Escrow Agent shall immediately return the Earnest Money to Purchaser, or (ii) proceed to close

insurance policies to receive) any insurance proceeds due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If Purchaser fails to deliver to Seller notice of its election within the period set forth above, Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the preceding sentence. If Purchaser elects clause (ii) above, Seller will cooperate with

material damage or destruction destruction that are not immaterial, as defined herein.

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domain or condemnation (or sale in lieu thereof), or if Seller has received written notice that any condemnation action or proceeding with respect to the Property is contemplated by a body having the power of eminent domain, Seller shall give Purchaser immediate written notice of such threatened or contemplated condemnation or of such taking or sale, and Purchaser may by written notice to Seller given within thirty

(30) days after the receipt of such notice from Seller, elect to terminate this Agreement. If Purchaser chooses to terminate this Agreement in accordance with this Section 7.2, then the Earnest Money shall be returned immediately to Purchaser by Escrow Agent and the rights, duties, obligations, and liabilities of the parties hereunder shall immediately terminate and be of no further force and effect, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement. If Purchaser does not elect to terminate this Agreement in accordance herewith, this Agreement shall remain in full force and effect and the sale of the Property contemplated by this Agreement, less any interest taken by eminent domain or condemnation, or sale in lieu thereof, shall be effected with no further adjustment and without reduction of the Purchase Price, and at the Closing, Seller shall assign, transfer, and set over to Purchaser all of the right, title, and interest of Seller in and to any awards applicable to the Property that have been or that may thereafter be made for such taking. At such time as all or a part of the Property is subjected to a bona fide threat of condemnation and Purchaser shall not have elected to terminate this Agreement as provided in this Section 7.2 (and either the 30-day period within which Purchaser has a right to terminate this Agreement pursuant to this Section 7.2 has expired or Purchaser has agreed to waive its right to terminate this Agreement), and provided that the Inspection Period has expired and Purchaser has delivered the Earnest Money to Escrow Agent, (i) Purchaser shall thereafter be permitted to participate in the proceedings as if Purchaser were a party to the action, and (ii) Seller shall not settle or agree to any award or payment pursuant to condemnation, eminent domain, or sale in lieu thereof without obtaining

ARTICLE 8.

DEFAULT AND REMEDIES

Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the Earnest Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more

 

as a penalty, but as full liquidated damages. The

event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) sue the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the Earnest Money. Nothing contained in this Section 8.1 to the contrary shall release or absolve Purchaser from its obligation to indemnify, defend and hold Seller harmless under those provisions of this Agreement which by their express terms survive the termination of this Agreement.

 

8.2

. If Seller fails to perform any of its obligations under this Agreement for

expressly provided herein, Purchaser shall be entitled, as its remedy, either (a) to terminate this Agreement

-of- pocket costs and expenses incurred with respect to this transaction not to exceed the sum of Fifty Thousand and No/100 Dollars ($50,000.00 U.S.) which shall be reimbursed by Seller to Purchaser within ten (10)

and expenses (in such event, the right to retain the Earnest Money plus costs shall be full liquidated damages

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and, except as set forth herein, shall be Purchaser's sole and exclusive remedy in the event of a default hereunder by Seller, and Purchaser hereby waives and releases any right to sue Seller for damages), or (b)

obligation to execute and deliver the documents required to convey the Property to Purchaser in accordance with this Agreement. If specific performance is not available to Purchaser as a result of Seller having sold the Property or any portion thereof to another party,

termination right and reimbursement referenced, Purchaser shall have all remedies available at law or in equity. Nothing contained in this Section 8.2 to the contrary shall release or absolve Seller from its obligation to indemnify, defend and hold Purchaser harmless under those provisions of this Agreement which by their express terms survive the termination of this Agreement.

8.3 Fraud/Misrepresentation. Notwithstanding anything contained in Section 8.1 or 8.2 above, either party may pursue the other party for any legal or equitable remedy which may be available as a result of fraud committed by the other party or a willful and intentional misrepresentation made by the other party.

ARTICLE 9.

ASSIGNMENT

9.1 Assignment. Subject to the next following sentence, this Agreement and all rights and obligations hereunder shall not be assignable by any party without the written consent of the other.

rights hereunder may be transferred and assigned to any entity that is an Affiliate of Purchaser. Any assignee or transferee under

which S

and obligations under this Agreement by written instrument delivered to Seller as a condition to the effectiveness of such assignment or transfer. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

ARTICLE 10.

BROKERAGE COMMISSIONS

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ARTICLE 11.

MISCELLANEOUS

PURCHASER: Generation Income Properties, L.P. 401 East Jackson Street, Suite 3300

Tampa, Florida 33602 Attention: David Sobelman Email: ds@gipreit.com

 

with a copy to: Trenam Law

200 Central Avenue, Suite 1600 St. Petersburg, Florida 33701

Attention: Timothy M. Hughes, Esq. Email: thughes@trenam.com

SELLER: DUFF DANIELS, LLC - 65% interest

4350 Westown Parkway, Suite 100 West Des Moines, Iowa 50266 Attention: Ronald L. Daniels

Email: ron.daniels@buyersrealtyinc.com

WESTBROOK DANIELS, LLC 10.21% interest

4350 Westown Parkway, Suite 100 West Des Moines, Iowa 50266 Attention: Ronald L. Daniels

Email: ron.daniels@buyersrealtyinc.com

 

WESTBROOK WOLF, LLC 24.79% interest

4350 Westown Parkway, Suite 100 West Des Moines, Iowa 50266 Attention: Abe M. Wolf

Email: abewolf55@yahoo.com

 

with a copy to: Hogan Law Office

1717 Ingersoll Avenue, Suite 200 Des Moines, Iowa 50309 Attention: Timothy C. Hogan, Esq. Email: tim@hoganlawoffice.net

 

ESCROW AGENT: First American Title Insurance Company

4909 S. 135th Street, Suite 207

Omaha, Nebraska 68137 Attention: Debbie Saxton Email: dsaxton@firstam.com

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Any notice or other communication (i) mailed as hereinabove provided shall be deemed effectively given or received on the third (3rd) business day following the postmark date of such notice or other communication, (ii) sent by overnight courier or by hand shall be deemed effectively given or received upon receipt, and (iii) sent by facsimile or email transmission shall be deemed effectively given or received on the day of transmission of such notice and electronic confirmation of such transmission is received by the transmitting party. Any notice or other communication given in the manner provided above by counsel for either party shall be deemed to be notice or such other communication from the party represented by such counsel.

demand exact compliance with the terms hereof. This Agreement contains the entire agreement of the parties hereto, and no representations, inducements, promises, or agreements, oral or otherwise, between the parties not embodied herein shall be of any force or effect. Any amendment to this Agreement shall not be binding upon Seller or Purchaser unless such amendment is in writing and executed by both Seller and Purchaser. Subject to the provisions of Section 9.1 hereof, the provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Time is of the essence in this Agreement. The headings inserted at the beginning of each paragraph are for convenience only, and do not add to or subtract from the meaning of the contents of each paragraph. This Agreement shall be construed and interpreted under the laws of the State of Iowa. Except as otherwise provided herein, all rights, powers, and privileges conferred hereunder upon the parties shall be cumulative but not restrictive to those given by law. All personal pronouns used in this Agreement, whether used in

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the masculine, feminine, or neuter gender shall include all genders, and all references herein to the singular shall include the plural and vice versa.

 

actually incurred from the other.

Agent may lay claim to or against the Earnest Money for its reasonable costs and attorneys' fees in connection with same, through final appellate review. To that end, the parties hereto, other than Escrow Agent, agree to indemnify Escrow Agent for all such attorneys' fees, court costs and expenses.

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suspension of a financial institution, or any loss or impairment of the Earnest Money due to the invalidity of any draft, check, document or other negotiable instrument delivered to Escrow Agent; (e) the expiration of any time limit or other consequence of delay, unless a properly executed settlement instruction, accepted by Escrow Agent has instructed the Escrow Agent to comply with said time limit; and (f) Escrow Agent's compliance with any legal process, subpoena, writ, order, judgment or decree of any court, whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed.

Upon completion of the disbursement of the Earnest Money, Escrow Agent shall be automatically released and discharged of its escrow obligations hereunder.

[Remainder of Page Intentionally Blank Signatures on Next Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month and year first above written.

SELLER:

WESTBROOK DANIELS, LLC, 10.21% interest

an Iowa limited liability company

 

By: /s/ Ronald L. Daniels

Ronald L. Daniels, Manager Date of Execution:

, 2024

 

DUFF DANIELS, LLC, 65% interest

an Iowa limited liability company

 

By: /s/ Ronald L. Daniels

Ronald L. Daniels, Manager Date of Execution:

, 2024

WESTBROOK WOLF, LLC, 24.79% interest

an Iowa limited liability company

 

By: /s/ Abe M. Wolf

Abe M. Wolf, Manager

Date of Execution:

, 2024

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PURCHASER:

 

GENERATION INCOME PROPERTIES, L.P.,

a Delaware limited partnership

 

By: Generation Income Properties, Inc., Its Sole General Partner

 

By: /s/ David Sobelman

Name: David Sobelman

Title: CEO

 

Date of Execution:

 

, 2024

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JIN WITNESS WHEREOF, the undersigned Escrow Agent has joined in the execution and delivery l. hereof solely for the purpose of evidencing its rights and obligations under the provisions of Section 11.10 ' hereof. I

1

•

ESCROW AGENT:

'

FIRST AMERICAN TITLE INSURANCE i

COMPANY j

j

J

j

j

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

;

! I

 

 

 

 

 

 

 

 

 

 

 

 

 

I1

i

I

I

---

 

 

LEGAL DESCRIPTION OF THE LAND

 

Lot 1, Daniels Subdivision First Addition, an Official Plat, Ames, Story County, Iowa

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LIST OF PERSONAL PROPERTY

 

appliances, personal property, machinery, apparatus and equipment owned by Seller and currently used in the operation, repair and maintenance of the Land and Improvements and situated thereon, and all of

 

or receipts for the items listed in any expense reports (excluding confidential information (redacted as necessary) and any attorney work product or attorney-client privileged documents) relating to the Land and Improvements. The Personal Property shall not include any property owned by tenants, contractors or licensees.

---

 

 

LIST OF EXISTING COMMISSION AGREEMENTS

 

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SCHEDULE 1

FORM OF SPECIAL WARRANTY DEED

 

 

 

 

 

 

 

 

 

 

SPECIAL WARRANTY DEED

(CORPORATE/BUSINESS ENTITY GRANTOR)

Sheet

Preparer Information:

Taxpayer Information:

Return Document to:

Grantors:

 

Grantees:

 

 

Legal Description: See Exhibit A

SPECIAL WARRANTY DEED

On this day of , 20 , , a , whose address is (hereinafter referred to as Grantor), for and in consideration of TEN AND 00/100 DOLLARS ($10.00), and other good and valuable consideration in hand paid, the receipt and sufficiency of which are hereby acknowledged, CONVEYS, TRANSFERS and WARRANTS to , a ,

whose address is (hereinafter referred to as Grantee) all interest in that certain real estate legally described on Exhibit A hereto, TOGETHER WITH all tenements, hereditaments and appurtenances, and every privilege, right, title, interest and estate, reversion,

Property

Grantor does hereby covenant with Grantee that Grantor is lawfully seized of the Property in fee simple; that it has good, right and lawful authority to sell and convey the Property; that it warrants the title to the Property and will defend the same, subject only to and except for the matters referred to on attached hereto, against the lawful claims of all persons claiming by, through, or under Grantor, but not otherwise.

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There is no known private burial site, well, solid waste disposal site, underground storage tank, hazardous waste, or private sewage disposal system on the property as described in Iowa Code Section 558.69, and therefore the transaction is exempt from the requirement to submit a groundwater hazard statement.

 

Words and phrases herein, including acknowledgement hereof, shall be construed as in the singular or plural number, according to the context.

 

 

[The remainder of this page is intentionally blank. The signature page follows.]

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IN WITNESS WHEREOF, the Grantor has caused this Special Warranty Deed to be executed and delivered as of the day and year first above written.

 

 

GRANTOR:

 

a

 

 

By: Printed Name: Title:

 

STATE OF ) COUNTY OF )

I, , a Notary Public in and for said County, in the State aforesaid, do hereby certify that , as of , a , who is personally known to me to be the same person whose name is subscribed to the foregoing instrument in such capacity, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act and as the free and voluntary act of said entity, for the uses and purposes therein set forth.

Given under my hand and notarial seal this day of , 20 .

 

 

 

Notary Public (SEAL)

My commission expires::

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EXHIBIT A

LEGAL DESCRIPTION

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EXHIBIT B

PERMITTED ENCUMBRANCES

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SCHEDULE 2

FORM OF ASSIGNMENT AND ASSUMPTION OF LEASE AND SECURITY DEPOSITS

 

[SUBJECT TO REVIEW AND APPROVAL OF LOCAL CO-COUNSEL]

 

ASSIGNMENT AND ASSUMPTION OF LEASE AND SECURITY DEPOSITS

THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND SECURITY DEPOSITS

() is made and entered into as of the day of , 20 , by and between

, a (), and , a

().

W I T N E S S E T H:

WHEREAS, contemporaneously with the execution hereof, Assignor has conveyed to Assignee

located in ,

County, , and more particularly described on attached hereto (the ) ; and

WHEREAS, in connection with said conveyance, Assignor desires to transfer and assign to Assignee all of in and to that certain affecting the Property, together with the security deposits associated therewith, and, subject to the terms and conditions

urity deposits.

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in

consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Assignor and Assignee, Assignor and Assignee hereby covenant and agree as follows:

or liability of the landlord or lessor under the Lease which was to be performed or which became due during the period in which Assignor owned the Property, and (b) any obligation or liability of landlord under the Lease arising after the date hereof relating to acts or omissions occurring prior to the date hereof during the period Assignor owned the Property.

perform any obligations or liability of the landlord under the Lease arising on or after the date upon which the Lease is assumed by Assignee hereunder.

---

counterparts, each of which shall be deemed an original and all of such counterparts together shall constitute one and the same Assignment.

IN WITNESS WHEREOF, the duly authorized representatives of Assignor and Assignee have caused this Assignment to be properly executed under seal as of this day and year first above written.

 

ASSIGNOR:

, a

 

By: Name: Its:

ASSIGNEE:

, a

By: Name: Title:

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EXHIBIT A

Legal Description

 

 

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SCHEDULE 3

FORM OF BILL OF SALE TO PERSONAL PROPERTY

 

[SUBJECT TO REVIEW AND APPROVAL OF LOCAL CO-COUNSEL]

 

BILL OF SALE

THIS BILL OF SALE ( ) is made and entered into as of the day of

, 20 , by , a (), for the benefit of ., a ( ).

W I T N E S S E T H:

WHEREAS, contemporaneously with the execution hereof, Seller has conveyed to Purchaser

located in

, County, and more particularly described on

Property

WHEREAS, in connection with said conveyance, Seller desires to transfer and convey to

fixtures located in and used exclusively in connection with the ownership, maintenance or operation of the Property and the Improvements thereon;

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid to Seller by Purchaser, the premises and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Seller and Purchaser, it is hereby agreed as follows:

in and to those items of tangible personal property set forth on Personal Property not include any property owned by tenants, contractors or licensees.

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IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed under seal as of this day and year first above written.

SELLER:

, a

 

By: Name: Its:

---

 

 

Legal Description

---

 

 

List of Personal Property

 

appliances, personal property, machinery, apparatus and equipment owned by Seller and currently used in the operation, repair and maintenance of the Land and Improvements and situated thereon, and all of

 

or receipts for the items listed in any expense reports (excluding confidential information (redacted as necessary) and any attorney work product or attorney-client privileged documents) relating to the Land and Improvements. The Personal Property shall not include any property owned by tenants, contractors or licensees.

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SCHEDULE 4

FORM OF GENERAL ASSIGNMENT OF

 

[SUBJECT TO REVIEW AND APPROVAL OF LOCAL CO-COUNSEL] GENERAL ASSIGNMENT

THIS GENERAL ASSIGNMENT () is made and entered into as of the day

 

W I T N E S S E T H:

WHEREAS, contemporaneously with the execution hereof, Assignor has conveyed to Assignee certain real property located in , County, , and more particularly described on Exhibit attached hereto and made a part hereof (the ); and

WHEREAS, in connection with said conveyance, Assignor desires to transfer and assign to

(if any) in and to all assignable entitlements and other intangible property used and owned by Assignor (if any) in connection with the Property.

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid to Assignor by Assignee, the premises and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Assignor and Assignee, Assignor and Assignee hereby covenant and agree as follows:

all intangible property, if any, owned by Assignor related to the real property and improvements constituting the assignable plans and specifications and other architectural and engineering drawings for the Land and Improvements (as defined in the Contract); (ii) all assignable warranties or guaranties given or made in respect of the Improvements or Personal Property (as defined in the Contract); and (iii) all transferable consents, authorizations, concurrency reservations, development rights, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or Improvements Intangible Property

Intangible Property herein and then only to the extent that same (a) are owned by Assignor, (b) are transferable or assignable to Assignee, and (c) relate solely to the occupancy, use, maintenance and operation of the Land or Improvements.

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IN WITNESS WHEREOF, the duly authorized representative of Assignor has caused this Assignment to be properly executed under seal as of this day and year first above written.

ASSIGNOR:

 

, a

 

By: Name: Its:

---

 

 

Legal Description

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SCHEDULE 5

 

FORM OF DECLARATION ESTOPPEL CERTIFICATE

 

[SUBJECT TO REVIEW AND APPROVAL OF LOCAL CO-COUNSEL]

ESTOPPEL CERTIFICATE

 

Owner

Association the benefit of

Purchaser

Declarant lenders, affiliates, principals, successors and/or assigns are collectively Beneficiary

R E C I T A L S:

 

Seller Seller leases the Property to Tenant

(such instrument, as so amended and assigned, is hereinafter referred to

Declaration

meanings assigned to such terms in the Declaration.

Declarant has agreed to deliver this Certificate with respect to certain matters covered under the Declaration. Beneficiary would not have agreed to acquire the Property in the absence of this Certificate.

In consideration of the recitals set forth above, Declarant hereby certifies to Beneficiary, and otherwise consents and approves, the following:

E S T O P E L M A T E R S:

Section 1. The Declaration is in full force and effect.

Section 2. Except as set forth above, the Declaration has not been modified, supplemented, or amended in any way.

Section 3. Seller and Tenant are current on all of their obligations under the Declaration, including, without limitation, the obligation to pay all fees, general and/or special assessments thereunder. There are no violations on the part of Seller or Tenant under the Declaration. There are no outstanding amounts payable by Seller or Tenant to the Association under the Declaration.

Section 4. The Association has not delivered any notices of default under the Declaration to Seller or Tenant

certificate, there exist no defaults under the Declaration and no event or omission which, with the passage of time or the giving of notice or both, would constitute a default under the Declaration by Seller or Tenant, as related to the Property.

Section 5. All approvals, if any, required under the Declaration with respect to the Property

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have been obtained.

Section 6. Pursuant to Section of the Declaration (based on acreage excluding common area acreage) allocated to the Property is %.

Section 7. All amounts due from the Seller and/or Tenant under the Declaration for

have been paid in full to and including , . For the last full calendar year, the total amount paid by Seller and Tenant for was $ .

Section 8. The undersigned has no claim of lien against the Property under the Declaration.

Section 9. The undersigned is duly authorized to sign and deliver this Certificate, and that no other signatures are required or necessary in connection with the execution and validity of this Certificate.

Section 10. This Certificate shall have the effect of estopping the undersigned from making any assertions contrary to the contents hereof; and shall serve as a waiver of any claim by the undersigned to the extent that such claim is asserted against any person permitted to rely upon, and who has acted in reliance upon, this estoppel certificate.

Section 11. This Certificate shall inure to the benefit of Beneficiary and shall be binding upon their respective heirs, personal representatives, successors, and assigns of the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed as of the day and year first written above.

 

By: Print Name: Title:

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SCHEDULE 6

FORM OF

 

 

 

(this ) is given

and made by , a ( ), this day of , 20 , for the benefit of , a ( ).

Pursuant to the provisions of that certain Purchase and Sale Agreement, dated as of

, 20 , between Seller and Purchaser (the ), for the purchase and sale of certain real property located in , County, , and more particularly described on Exhibit attached hereto and made a part hereof (the ), Seller certifies all of the representations and warranties of Seller contained in Section 4.1 of the Contract remain true and correct in all material respects as of the date hereof; and

The representations and warranties contained herein shall, subject to the limitations and qualifications set forth in Section 4.1 of the Contract, survive for a period of one (1) years after the date hereof, and upon the expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, Purchaser shall give Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

IN WITNESS WHEREOF, Seller has caused this Certificate to be executed by its duly authorized representative as of the day and year first above written.

 

SELLER:

, a

 

By: Name: Its:

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LEGAL DESCRIPTION

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SCHEDULE 7

FORM OF TENANT ESTOPPEL CERTIFICATE

(subject to review and approval of local co-counsel)

 

TENANT ESTOPPEL CERTIFICATE

TO:

 

 

 

 

Buyer's lenders, affiliates, principals, successor and/or assigns (collectively, the "Buyer Parties") as follows:

 

1.

effect and has not been modified, changed, altered, or amended in any respect, except as follows (insert "none" if applicable):

 

 

 

, , County, .

*Square footage covered by the Lease:

*Annual rent for 20 : plus applicable sales tax of

payable in monthly payments of plus applicable sales tax of .

*Lease commencement date: .

*Lease termination date: .

*Extension Options: .

*Rent is paid to and including: .

*Additional rent being paid is for and in the amount of: .

*Security Deposit:

*Prepaid rental for and in amount of: .

 

 

 

, or any other State.

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management company, nor is Tenant entitled to any credit, offset, or deduction in rent

shall attorn to and recognize Buyer as landlord under the Lease and the Lease shall remain in full force and effect.

Tenant hereby acknowledges and agrees that Buyer and its assignees and Lender and its assignees shall be entitled to rely on the truth and accuracy of the foregoing certifications made by Tenant

Dated this day of , 2 .

 

TENANT:

 

 

By: Title:

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SCHEDULE 8

 

 

FIRPTA AFFIDAVIT

STATE OF )

) KNOW ALL MEN BY THESE PRESENTS: COUNTY OF )

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform , a

Transferee

Transferor

certifies the following:

3. -

2(b)(iii); and

4.

 

Transferor understands that this certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document.

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Executed this day of , 20 .

 

TRANSFEROR:

 

a

 

 

By: Printed Name: Title:

 

STATE OF

COUNTY OF

 

The foregoing instrument was acknowledged before me by means of physical presence or online notarization, this day of , 20 , by , as

of , a , on behalf of said

( ) who is personally known to me or ( ) who has produced

as identification.

 

 

 

Notary Public

Print Name: My Commission Expires:

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SCHEDULE 9

CERTIFICATE

 

 

(this ) is

given and made by , a ( ), this day of

, 20 , for the benefit of , a ( ).

Pursuant to the provisions of that certain Purchase and Sale Agreement, dated as of , 20 , between Seller and Purchaser (the ), for the purchase and sale of certain real property located in

, County, and more particularly described on Exhibit attached hereto (the ), Purchaser certifies that all of the representations and warranties of Purchaser contained in the Contract remain true and correct in all material respects as of the date hereof; and

The representations and warranties contained herein shall, subject to the limitations and qualifications set forth in Section 4.3 of the Contract, survive for a period of one (1) years after the date hereof, and upon the expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, Seller shall give Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

IN WITNESS WHEREOF, Purchaser has caused this Certificate to be executed by its duly authorized representative as of the day and year first above written.

PURCHASER:

 

, a

 

By: Name: Its:

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LEGAL DESCRIPTION

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ASSIGNMENT AND ASSUMPTION

OF PURCHASE AND SALE AGREEMENT

 

THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (“Assignment”) is made and entered into, effective as of August 23, 2024, by and between GENERATION INCOME PROPERTIES, L.P., a Delaware limited partnership (“Assignor”), to GIPIA 1220 S DUFF AVENUE, LLC, a Delaware limited liability company (“Assignee”).

 

W I T N E S S E T H:

 

WHEREAS, Duff Daniels, L.L.C., an Iowa limited liability company, as tenant in common holding a 65% interest, Westbrooke Daniels, L.L.C., an Iowa limited liability company, as tenant in common holding a 10.21% interest, and Westbrooke Wolf, L.L.C., an Iowa limited liability company, as tenant in common holding a 24.79% interest (collectively, “Seller”) and Assignor entered into that certain Purchase and Sale Agreement having an Effective Date of June 13, 2024, as amended by that certain First Amendment to Purchase and Sale Agreement having an Effective Date of August 1, 2024 (collectively, the “Agreement”), pursuant to which Seller agreed to sell and to convey to Assignor, and Assignor agreed to purchase from Seller, that certain real property located at 1220 South Duff Avenue, Ames, Story County, Iowa, as more particularly described in the Agreement;

 

WHEREAS, Assignor desires to assign the Agreement to Assignee, and Assignee desires to accept the assignment and assume the Agreement, upon the terms and conditions set forth in this Assignment;

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound and notwithstanding anything to the contrary set forth in the Agreement, hereby agree as follows:

 

 

 

 

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[Signature page to immediately follow.]

 

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IN WITNESS WHEREOF, the parties have caused this Assignment to be executed by their duly authorized representative as of the date set forth above.

 

 

“ASSIGNOR”   GENERATION INCOME PROPERTIES, L.P., a Delaware limited partnership     By: Generation Income Properties, Inc.,       a Maryland corporation,       its General Partner     By: /s/ David Sobelman David Sobelman, its CEO and President	“ASSIGNEE”   GIPIA 1220 S DUFF AVENUE, LLC, a Delaware limited liability company     By: /s/ David Sobelman        David Sobelman, its President

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ASSIGNMENT AND ASSUMPTION OF LEASE AND SECURITY DEPOSITS

THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND SECURITY DEPOSITS (“Assignment”) is made and entered into as of the 23 day of August, 2024, by and between DUFF DANIELS, L.L.C., an Iowa limited liability company, as tenant in common holding a 65% interest, WESTBROOKE DANIELS, L.L.C., an Iowa limited liability company, as tenant in common holding a 10.21% interest, and WESTBROOKE WOLF, L.L.C., an Iowa limited liability company, as tenant in common holding a 24.79% interest (collectively, “Assignor”), and GIPIA 1220 S DUFF AVENUE, LLC, a Delaware limited liability company (“Assignee”).

W I T N E S S E T H:

WHEREAS, contemporaneously with the execution hereof, Assignor has conveyed to Assignee certain real property commonly known as 1220 South Duff Avenue, located in Ames, Story County, Iowa, and more particularly described on Exhibit “A” attached hereto (the “Property”); and

WHEREAS, in connection with said conveyance, Assignor desires to transfer and assign to Assignee all of Assignor’s right, title and interest in and to that certain that certain Lease between Assignor, as landlord, and Best Buy Stores, L.P., a Virginia limited partnership, as tenant, dated December 20, 2004, as amended by that certain First Amendment to Lease dated December 11, 2018, as amended by that certain Second Amendment to Lease dated February 13, 2023, and as amended by that certain Third Amendment to Lease dated March 13, 2024 (collectively, the “Lease”), affecting the Property, together with the security deposits associated therewith, and, subject to the terms and conditions hereof, Assignee desires to assume Assignor’s obligations in respect of said lease and the security deposits.

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid to Assignor by Assignee, Assignee’s purchase of the Property and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Assignor and Assignee, Assignor and Assignee hereby covenant and agree as follows:

1. Assignor hereby unconditionally and absolutely assigns, transfers, sets over and conveys to Assignee, and Assignee hereby accepts and assumes from Assignor, all of Assignor’s right, title and interest as landlord in and to the Lease and all of the benefits and privileges of the landlord arising under the Lease on, from and after the date hereof, including without limitation all of Assignor’s right, title and interest in and to all security deposits and rentals thereunder.

2. Assignor shall indemnify and hold Assignee harmless from any claim, liability, cost or expense (including without limitation reasonable attorneys’ fees and costs) arising out of (a) any obligation or liability of the landlord or lessor under the Lease which was to be performed or which became due during the period in which Assignor owned the Property, and (b) any obligation or liability of landlord under the Lease arising after the date hereof relating to acts or omissions occurring prior to the date hereof during the period Assignor owned the Property.

3. Assignee shall indemnify and hold Assignor harmless from any claim, liability, cost or expense (including without limitation reasonable attorneys’ fees) arising out of Assignee’s failure to perform any obligations or liability of the landlord under the Lease arising on or after the date upon which the Lease is assumed by Assignee hereunder.

4. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee, their respective legal representatives, successors and assigns. This Assignment may be executed in

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counterparts, each of which shall be deemed an original and all of such counterparts together shall constitute one and the same Assignment.

[Signature pages to immediately follow.]

 

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IN WITNESS WHEREOF, the duly authorized representatives of Assignor and Assignee have caused this Assignment to be properly executed under seal as of this day and year first above written.

 

ASSIGNOR:

 

DUFF DANIELS, L.L.C.,

an Iowa limited liability company

 

By: /s/ Ronald L. Daniels

Ronald L. Daniels, its Manager

 

WESTBROOKE DANIELS, L.L.C.,

an Iowa limited liability company

 

By: /s/ Ronald L. Daniels

Ronald L. Daniels, its Manager

 

WESTBROOKE WOLF, L.L.C.,

an Iowa limited liability company

 

By:/s/ Abe M. Wolf

Abe M. Wolf, its Manager

 

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ASSIGNEE:

 

GIPIA 1220 S DUFF AVENUE, LLC,

a Delaware limited liability company

 

 

By:/s/ David Sobelman

David Sobelman, its President

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Exhibit A

Legal Description

 

 

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LOAN AGREEMENT

 

 

THIS LOAN AGREEMENT is made and entered into as of August 23, 2024, by and between GIPIA 1220 S Duff Avenue, LLC, a Delaware limited liability company, of 401 East Jackson Street, Suite 3300, Tampa, Florida 33602 (“Borrower”), and Valley National Bank, a national banking association, of 180 Fountain Parkway N, Suite 200, St. Petersburg, Florida 33716 (“Lender”). For value received, and in consideration of the mutual covenants hereunder, the parties agree to the following recitals, terms and conditions:

 

1. Recitals

 

1.1 Lender has agreed to make a loan of $2,495,000.00 to Borrower (the “Loan”), as evidenced by that certain Promissory Note of even date, executed by Borrower in favor of Lender, in the original principal amount of $2,495,000.00 (the “Note”).

 

1.2 The Note is secured by that certain Mortgage, Security Agreement and Fixture Filing and by that certain Assignment of Rents, Leases and Contracts, each of even date, executed by Borrower in favor of Lender, and recorded in the Official Records of Story County, Iowa (collectively, the “Security Documents”).

 

1.3 The parties have entered into this Agreement for the purpose of evidencing various terms, conditions, covenants and other obligations of Borrower in favor of Lender that may not be set forth in the Note and the Security Documents. The parties intend for the provisions of this Agreement to be binding upon them, and their successors and/or assigns, until all Loan Obligations are fully satisfied.

 

2. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

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(a) liens securing the payment of taxes not yet due and payable, or taxes, the validity of which are being contested in good faith by appropriate proceedings and as to which Borrower shall have set aside on its books adequate reserves;

 

(b) security interests and other liens in favor of Lender securing the repayment of the Loan Obligations; and

 

(c) any other liens incurred with the prior written consent of Lender.

 

(a) the Loan Obligations;

 

(b) Obligations giving rise to Permitted Liens;

 

(c) accounts payable and accrued payables arising in the ordinary course of business which are not past due in accordance with their terms; provided Borrower may contest accounts payable in appropriate proceedings if done so in good faith and if adequate reserves are set aside on the books of Borrower; and

 

(d) Obligations to Borrower’s shareholders, members, or partners, as applicable, that are expressly subordinate to the Loan Obligations.

 

In addition to the foregoing terms, when accounting terms used in this Agreement are not specifically defined herein, they shall have the meanings attributable to them under generally accepted accounting principles.

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3. Reserved.

 

4. Representations and Warranties. Borrower represents and warrants, and so long as this Agreement is in effect or any part of the Loan Obligations remains unpaid, shall continue to warrant at all times, that:

 

4.1 Existence and Authority. (a) If Borrower is not a natural person (e.g., corporation, partnership, limited liability company), it is duly organized, validly existing and in good standing under the laws of the state of its organization and will do all things necessary to preserve and keep in full force and effect its existence, franchises, rights and privileges as the type of business entity it was as of the date of this Agreement under the laws of the state of its organization; (b) Borrower has the full power and authority to execute and deliver this Agreement and the other Loan Documents, and to perform its obligations thereunder; (c) the execution and delivery of this Agreement and the other Loan Documents will not (i) violate any applicable law of any governmental authority or any judgment or order of any court, other governmental authority or arbitrator; (ii) violate any agreement to which Borrower is a party; or (iii) result in a lien or encumbrance on any of Borrower’s assets (other than the liens of the Security Documents); (d) Borrower’s articles of incorporation, by-laws, partnership agreement, articles of organization, operating agreement or other organizational or governing documents (“Governing Documents”) do not prohibit any term or condition of this Agreement or the other Loan Documents; (e) each authorization, approval or consent from, each registration and filing with, each declaration and notice to, and each other act by or relating to, any party required as a condition of Borrower’s execution, delivery or performance of this Agreement or any other Loan Document has been duly obtained and is in full force and effect and no other action is required under its Governing Documents or otherwise; and (f) Borrower has the power and authority to transact the business in which it is engaged and is duly licensed or qualified and in good standing in each jurisdiction in which the conduct of its business or ownership of property requires such licensing or such qualifications.

 

4.2 No Default. Borrower is not in default and has not breached in any material respect any agreement or instrument to which it is a party or by which Borrower may be bound.

 

4.3 Financial Statements. Borrower has previously made available to Lender documents and information that fairly represent the financial condition of Borrower and each Guarantor as of the effective dates reflected in such documents and information.

 

4.4 Changes in Financial Condition. Since the effective dates of Borrower’s and each Guarantor’s financial documents and information provided to Lender, there has been no material adverse change in the assets or the financial condition of Borrower or any Guarantor from that set forth or reflected by such documents and information.

 

4.5 Legal or Administrative Proceedings. There are no actions, suits or proceedings by any public or governmental body, agency or authority or litigation by any Person, or by any public or governmental body, agency, or authority pending or threatened against Borrower or against the Collateral involving the possibility of any judgment or liability not fully covered by insurance or

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by adequate reserves set upon its books, or which may result in any material adverse change in its business or in its condition, financial or otherwise, and to the best of Borrower’s knowledge, Borrower has materially complied with all applicable laws and requirements of governmental authorities, including, without limitation, those relating to environmental protection and pollution control. Borrower shall promptly notify Lender of any enforcement proceeding brought by any environmental agency against it.

 

4.6 Assets. Borrower has good, marketable title to all of its assets, including, without limitation, the Collateral, and such assets are free and clear of all liens, charges and encumbrances except Permitted Liens, or except as otherwise disclosed in writing to Lender.

 

4.7 Losses. No substantial loss, damage, destruction or taking of any of the physical properties of Borrower has occurred which has not been fully restored or replaced, or which is not fully covered by insurance, and neither the property nor business of Borrower has been adversely affected in any substantial way as the result of any accident, strike, lockout, combination of workmen, embargo, riot, war or act of God or public enemy. Although Borrower has made no specific inquiry, it is not aware of any material adverse fact or likelihood concerning the conditions or future prospects of Borrower which has not been fully disclosed in writing to Lender.

 

4.8 Contractual Restrictions. Borrower is not a party to any contract or subject to any agreement or restriction which would materially and adversely affect Borrower’s property or business, or Borrower’s ability to perform Borrower’s obligations under this Agreement or any other Loan Document.

 

4.9 Tax Returns. Borrower has filed all federal, state and local tax returns which are required to be filed by Borrower, and has paid all taxes as shown on the returns and all assessments received with respect to taxes that have become due.

 

5. Affirmative Covenants. Borrower covenants and agree that from the date hereof and until the Loan Obligations are paid in full:

 

5.1 Documents and Financial Statements.

 

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5.2 Books of Account. Borrower shall maintain books of account in accordance with commercially reasonable accounting principles, consistently applied, which shall disclose the information necessary for determining compliance with Borrower’s covenants in this Agreement.

 

5.3 Right of Inspection. Whenever Lender, in its sole discretion, deems it necessary, and upon three (3) days’ prior notice, Borrower shall permit Lender, or any agent designated by Lender, to visit and inspect any property of Borrower and to inspect and make excerpts of its accounting records, all at such reasonable times during normal business hours and as often as Lender may request. In conducting any such inspection, Lender shall not interfere with Borrower’s operations.

 

5.4 Insurance. Borrower shall maintain or cause to be maintained adequate insurance with responsible insurers with coverage normally obtained by businesses similar to Borrower, but covering at least damage to physical property from fire, windstorm and other hazards included in the term “extended coverage”, liability on account of injury to persons or property, loss of rents for at least six months and flood (if any of the real property described in the Security Documents is deemed to be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area), all in amounts as Lender may from time to time reasonably require. Borrower shall provide Lender within thirty (30) days after the end of each fiscal year, a certificate specifying the types and amounts of insurance in force and the insurers of each risk covered by such insurance.

 

5.5 Payment of Taxes, Liens, etc. Borrower shall pay all the taxes, assessments, levies, liabilities, obligations and encumbrances of every nature now imposed, levied or assessed, or that hereafter may be imposed, levied or assessed upon Borrower. All such payments shall be made

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when due and shall be payable according to applicable law before they become delinquent and before any interest attaches or any penalty is incurred. Insofar as any indebtedness is of record, the same shall be promptly satisfied and evidence of such satisfaction shall be promptly given to Lender.

 

5.6 Compliance with Laws. Borrower shall comply with all requirements applicable to it under the laws or regulations of the United States, of any state or states and of any other governmental authority, including all laws and regulations relating to pollution control, environmental protection and public health.

 

5.7 Use of Proceeds. The funds borrowed under the Note will be used only for valid business or commercial purposes and not for personal, family or household purposes.

 

5.8 Further Assurances. If, at any time, counsel for Lender is of the reasonable opinion that Lender’s liens and security interests under the Security Documents are not first priority liens or security interests on the Collateral, subject only to Permitted Liens, then Borrower shall, within ten (10) days after written notice of such opinion from Lender, do all things necessary to assure, to the reasonable satisfaction of counsel for Lender, that the Loan Obligations are secured or will be secured as contemplated by this Agreement.

 

5.9 Maintenance of Property. Borrower shall maintain its property and all of its equipment in good working order.

 

5.10 Litigation Notice. Borrower shall deliver to Lender prompt written notice of any action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency which, if adversely determined, would adversely affect the business, properties or condition, financial or otherwise, of Borrower. For the purposes of this paragraph, Borrower shall not be obligated to notify Lender of any proceeding in which the amount in controversy is less than $10,000.00. This shall include notification as to any and all enforcement proceedings brought by any environmental agency, the Florida Department of Revenue, or any other county, state or federal agency.

 

5.11 Deposit Accounts. Borrower shall maintain its primary depository accounts with Lender during the term of this Loan.

 

5.12 Debt Service Coverage Ratio. Borrower shall maintain a minimum Debt Service Coverage Ratio (“DSCR”) of 1.50:1.00, on a trailing twelve (12) month basis, tested as of December 31, 2025, and annually thereafter (each, a “Testing Date”), defined as the ratio of (i) gross operating revenues attributable to the Real Property less the sum of all operating expenses attributable to the Real Property (including monthly accruals of real estate taxes and insurance premiums) to (b) the sum of annual principal and interest payments under a hypothetical loan in the amount of $2,495,000.00 amortized over twenty-five (25) years, at a fixed annual rate equal to the greater of (i) the fixed rate under any interest rate swap applicable to the Note as of the Testing Date or (ii) the 10 Year U.S. Treasury Rate as reported in Federal Reserve Statistical Release H.15 on the Testing Date plus Two and One-Quarter percent (2.25%). If Borrower is not in compliance with the DSCR covenant defined above, Borrower shall, within fifteen (15) days of written notice

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thereof, either (i) make a principal repayment in an amount that would result in compliance if the amount of the hypothetical loan referenced in the denominator of the DSCR test above was $2,495,000.00 less such repayment, or (ii) deposit such principal repayment amount (“Cash Collateral”) into a blocked account held by Lender; provided, however, that no such repayment or deposit shall be required if (a) the non-compliance was caused by a tenant vacating a Real Property parcel without fair warning and (b) Borrower, within ninety (90) days of the written notice described above, has entered into a lease for such vacated parcel that would allow Borrower to comply with the DSCR covenant on a pro forma basis. If Borrower elects to deposit Cash Collateral with Lender to cure a failure to meet the minimum DSCR, Borrower hereby grants Lender a security interest in any Cash Collateral held by Lender. Upon the occurrence of and during the continuation of an Event of Default hereunder, Lender may immediately apply any Cash Collateral against the obligations due under the Loan. Lender shall release Cash Collateral held by Lender to Borrower if, as of a subsequent Testing Date, no Event of Default, nor any event which, upon notice or lapse of time or both, would constitute an Event of Default, shall have occurred and be continuing, and Borrower has met the minimum DSCR of 1.50:1.00.

 

5.13 Subordination of Debt. Within thirty (30) days of demand by Lender, within its sole discretion, Borrower shall deliver to Lender full and effective subordinations made and executed by any and all persons (including individuals, entities, corporations, partnerships, limited liability companies, associations or de jure organizations) holding common stock or any form of legal or beneficial ownership in Borrower or having any type of control or affiliation with Borrower, including any and all sister, parent, subsidiary or affiliated corporations, partnerships, limited liability companies, entities, associations or de jure organizations. The required subordinations shall subordinate to the Loan Obligations any debt, cause of action, lien, security interest or any other type of claim or encumbrance held against Borrower or its personal property or real estate.

 

6. Negative Covenants. Borrower covenants and agrees that from the date hereof until the Loan Obligations are paid in full, without the prior written consent of the Lender, which consent shall not be unreasonably withheld:

 

6.1 Liens. Borrower shall not create, incur, assume or suffer to exist any mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever, except Permitted Liens, on any of its assets now or hereafter owned (including, without limitation, the Collateral), or enter into or suffer to exist any conditional sales contracts or other title retention agreements.

 

6.2 Merger; Consolidation; Sale of Substantial Assets. Borrower shall not merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or a substantial part of its properties, shares or assets to, or acquire all or a substantial part of the properties, shares or assets of, any other Person.

 

6.3 Obligations or Guarantees. Borrower shall not become obligated in any way for any Obligations, except Permitted Obligations, nor will it in any way become responsible for the obligations of any other Person, directly or indirectly, whether by agreement to purchase the obligations of any other Person, by guaranty, endorsement, surety agreement or otherwise, except endorsement of negotiable instruments for collection in the ordinary course of business.

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6.4 Loans and Investments. Borrower shall not purchase any stock, securities or evidence of indebtedness, or make or permit to exist any loans or advances to, or make any investment or acquire any interest in, any other Person.

 

6.5 Nature of Business. Borrower shall not engage in any business if, as a result, the general nature of its business would be changed from the general nature of the businesses engaged in by it on the date of this Agreement.

 

6.6 Sale, Pledge, etc., of Property. Borrower shall not sell, transfer, pledge or otherwise dispose of any of its interest in the Collateral except as may be permitted under the Security Documents.

 

6.7 Control. There shall be no change in the direct or indirect control of Borrower.

 

7. Defaults and Remedies.

 

7.1 Event of Default. Any one of the following shall constitute an Event of Default under this Agreement:

 

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7.2 Remedies after an Event of Default.

 

(a) If an Event of Default shall have occurred and be continuing, Lender may declare the Loan Obligations to be due and payable immediately, without demand or notice.

 

(b) Additionally, upon the occurrence of and during the continuation of an Event of Default, Lender may proceed by suit at law or in equity or by any other appropriate proceeding or remedy to (i) enforce payment of the Note and any instrument evidencing the Loan Obligations or the performance of any term thereof or any other right; (ii) foreclose the Security Documents and any other instrument securing the Loan Obligations and to sell the Collateral under the judgment or decree of a court or courts of competent jurisdiction; and (iii) pursue any other remedy available to it including, but not limited to, taking possession of the Collateral without notice or hearing to Borrower. Lender shall take action either by such proceedings or by the exercise of its power with respect to entry or taking possession, or both, as Lender may determine.

 

(c) No delay or omission of Lender or of any holder of the Note and other instruments evidencing the loans evidenced by the Note, to exercise any right, power or remedy accruing upon any event of default shall exhaust or impair any such right, power or remedy or shall be construed to waive any event of default or to constitute acquiescence therein.

 

(d) No right, power or remedy conferred upon or reserved to Lender by the Loan Documents or any other instrument evidencing or securing the Loan Obligations is

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exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given under the Loan Documents or any other instrument evidencing or securing the Loan Obligations, now or hereafter existing at law, in equity or by statute.

 

(e) Additionally, Lender shall have the right, upon the occurrence of and during the continuation of an Event of Default, to set-off against the Loan Obligations any debt or claim owed by Lender in any capacity to Borrower, whether or not due, and the set-off shall automatically occur, with record entries to evidence the same made after occurrence of the automatic set-off.

 

8. Miscellaneous.

 

8.1 Lender’s Right to Make Certain Payments. In the event Borrower fails to pay or discharge any taxes, assessments, levies, liabilities, obligations and encumbrances by the date such payments are due, including any applicable grace period, Lender may, at its option, pay or discharge the taxes, assessments, levies, liabilities, and obligations and encumbrances or any part thereof. In such an event, Lender shall have no obligation on its part to determine the validity or necessity of any payment thereof and any such payments shall not waive or affect any option, lien, equity, or right of Lender under or by virtue of this Agreement. The full amount of each and every such payment shall be immediately due and payable and shall bear interest from the date thereof until paid at the maximum interest allowable under applicable law. Nothing contained herein shall be construed as requiring Lender to advance or expend monies for any of the purposes mentioned in this Section.

 

8.2 Enforcement Expenses. Borrower shall pay all the costs, charges and expenses, including reasonable attorney’s fees, whether incurred at trial or appellate level or in connection with bankruptcy proceedings, including proceedings seeking relief from the automatic stay or seeking to prohibit or limit the use of cash collateral, incurred or paid at any time by Lender due to the failure on the part of Borrower to promptly and fully to perform, comply with and abide by each and every stipulation, agreement, condition and covenant of the Loan Documents or any other instrument evidencing or securing the Loan Obligations. Such costs, charges and expenses shall be immediately due and payable, whether or not there be notice, demand, attempt to collect or suit pending. The full amount of each and every such payment shall bear interest from the date thereof until paid at the maximum interest rate allowed under applicable law. All such costs, charges and expenses so incurred or paid, together with such interest, shall be secured by the lien of the Security Documents and any other instrument securing the Loan Obligations.

 

8.3 Payments on Business Days. Time is of the essence of this Agreement. Notwithstanding the foregoing, whenever any payment to be made under the Loan Documents or any other instrument evidencing or securing the Loan Obligations, shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, due in connection with such payment.

 

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8.4 Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by Borrower or any Guarantor in connection with this Agreement shall survive the execution and delivery of this Agreement.

 

8.5 Successors and Assigns. All covenants and agreements in this Agreement shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not.

 

8.6 Notices. Unless otherwise provided herein, any notice or other communication required to be given pursuant to this Agreement shall be in writing and shall be personally delivered, mailed by certified, return receipt requested U.S. mail or delivered by recognized overnight delivery service to the addresses set forth in the Preamble to this Agreement (or such other address as may be noticed to the addressee by the other party in accordance with this provision). Any such notice shall be deemed to have been given upon the earlier of: (i) the date when personally delivered to the party; (ii) the next business day, if sent by overnight delivery, (iii) the third business day after mailing, if mailed by certified, return receipt requested U.S. mail, or (iv) when signed for or refused, as evidenced by the return or delivery receipt.

 

8.7 Applicable Law; Venue; Jurisdiction. The laws of the State of Florida (without giving effect to its conflicts of law principles) shall govern all matters arising out of or related to the Loan Documents or any of the transactions contemplated thereby, except to the extent that any such Loan Document expressly specifies the application of the law of another state. Any legal action or proceeding arising out of or related to the Loan Documents or any of the transactions contemplated thereby shall be brought in the state or federal courts having jurisdiction over Story County, Iowa, or Hillsborough County, Florida (the “Selected Courts”). Lender and the Loan Parties each consent to the exclusive jurisdiction of the Selected Courts for the purpose of all legal actions and proceedings arising out of or related to the Loan Documents or any of the transactions contemplated thereby; provided, however, that the foregoing shall not prohibit the enforcement, in the Selected Courts or any other appropriate forum, of any judgment obtained in connection with such legal action or proceeding. Lender and Borrower each waive, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or related to the Loan Documents or any of the transactions contemplated thereby brought in the Selected Courts, and any claim that any legal action or proceeding brought in any of the Selected Courts has been brought in an inconvenient forum.

 

8.8 Headings. The descriptive section headings herein have been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of any provisions hereof.

 

8.9 Counterparts. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

 

8.10 Remedies Cumulative. All rights and remedies of Lender hereunder are cumulative and in addition to any rights and remedies which Lender may have under the laws of Florida or

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the laws of the United States, and the exercise of any one right or remedy by Lender against Borrower will not deprive Lender of any other right or remedy against Borrower.

 

8.11 Severability. If any portion of any Loan Document or any other instrument evidencing or securing the Loan Obligations is declared void by any court as illegal or against public policy the remainder of the instrument in question shall continue in full effect.

 

8.12 Waiver. Borrower waives presentment, notice of dishonor and protest as to all obligations under the Loan Documents and any other instrument evidencing or securing the Loan Obligations.

 

8.13 Waiver by Lender. No delay or omission by the Lender in exercising any right under the Loan Documents or any other instrument evidencing or securing the Loan Obligations shall operate as a waiver of that or any other right, and no single or partial exercise of any right shall preclude the Lender from any other or further exercise of any other right or remedy. Lender may cure any Event of Default in any reasonable manner without waiving the Event of Default so cured and without waiving any other prior or subsequent Event of Default. All rights and remedies of the Lender under this Agreement and under the Uniform Commercial Code and other applicable laws shall be deemed cumulative.

 

8.14 No Joint Venture. Borrower and Lender acknowledge and agree that the relationship between them is strictly a lender/borrower relationship and that, notwithstanding this Agreement, any provision in the Note or Security Documents or any other instrument evidencing or securing the Loan Obligations, or any course of conduct presently existing or arising in the future between the parties, the relationship between the parties shall not constitute a partnership or joint venture.

 

8.15 No Tort Liability. Borrower agrees that Lender shall have no tort liability whatsoever in connection with the Loan or any of the Loan Documents, including without limitation, liability for any intentional or negligent misrepresentation. It is expressly agreed that the sole and exclusive remedies arising from or related to the relationship of Borrower and Lender with respect to the Loan shall be enforcement of this Loan Agreement and any other Loan Documents and the remedies provided for herein or therein.

 

8.16 Documentary Stamp and Intangibles Taxes. Borrower hereby agrees to defend, indemnify, and hold Lender harmless from and against any and all documentary stamp taxes and intangibles taxes (together with all interest, penalties, costs, and attorneys’ fees incurred in connection therewith) that may be at any time levied, assessed, or imposed by the State of Florida or any other governmental entity or agency upon the Note (or any note renewed or replaced thereby), this Agreement, the Security Documents, any of the other Loan Documents, or any amendment, extension, or renewal of any of the foregoing, or upon Lender by virtue of owning or holding any of the foregoing instruments or documents. The provisions of this Paragraph shall survive the satisfaction of the Loan Obligations for so long as any claim may be asserted by the State of Florida or any such other governmental entity or agency.

 

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8.17 Waiver of Trial by Jury. Borrower and Lender each hereby knowingly, irrevocably, voluntarily and intentionally waives any right to a trial by jury in respect of any litigation based on this Agreement or the Loan Documents or arising out of, under or in connection with this Agreement or the Loan Documents, or any other document executed in conjunction with the transactions contemplated thereunder, or any course of conduct, course of dealing, statement (whether oral or written) or action of any party. This provision is a material inducement for Lender to make the loan evidenced by the Note.

 

 

 

 

 

[SIGNATURES ON FOLLOWING PAGE]

 

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[Signature Page to Loan Agreement]

 

Lender and the Loan Parties have executed this Agreement as of the date first written above.

 

 

Lender:   Valley National Bank       By: /s/ Kyle Bellini___________________ Name: Kyle Bellini Title: VP_______________	Borrower:   GIPIA 1220 S Duff Avenue, LLC, a Delaware limited liability company       By: /s/ David Sobelman____________ David E. Sobelman, its President

 

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PROMISSORY NOTE

 

$2,495,000.00 August 23, 2024

 

FOR VALUE RECEIVED, GIPIA 1220 S Duff Avenue, LLC, a Delaware limited liability company (“Borrower”), promises to pay to the order of Valley National Bank, a national banking association (“Lender”), in the manner hereafter specified, the principal sum of Two Million Four Hundred Ninety-Five Thousand and No/100 Dollars ($2,495,000.00), together with interest as provided below. Principal and interest shall be paid in lawful money of the United States of America. The indebtedness evidenced by this Note is referenced hereunder as the “Loan”.

 

This Loan is made pursuant to that certain Loan Agreement of even date (the “Loan Agreement”). This Note is secured by mortgage liens and/or security interests, and those liens and security interests, as well as other terms related to the Loan, are evidenced by the Security Documents (as defined in the Loan Agreement).

 

For each Interest Payment Period (as defined herein), the principal amount of the indebtedness due under this Note from time to time shall accrue simple interest at a fixed annual rate equal to the SOFR Index plus the Margin (the greater of which shall be referred to herein as the “Interest Rate”).

 

For purposes of this Note, the following terms shall have the following meanings:

 

(A) “Business Day” shall mean any day which is not a Saturday, Sunday or legal holiday in the State of Florida, on which banks are open for business in Tampa, Florida.

 

(B) “Index Period” shall mean One (1) Month.

 

(C) “Interest Rate Period” shall mean a period equal to one month. The first Interest Rate Period hereunder shall be the period commencing on August 23, 2024, and ending on (but excluding) September 10, 2024. Thereafter, each Interest Rate Period shall commence on the 10th day of every calendar month immediately following the previous Interest Rate Period (the “Reset Date”). If any Interest Rate Period is scheduled to commence on a day that is not a Business Day, then such Interest Rate Period shall commence on the next succeeding Business Day (and the preceding Interest Rate Period shall continue up to, but shall not include, the first day of such Interest Rate Period). Each Interest Rate Period which commences before and would otherwise end after the Maturity Date shall end on the Maturity Date.

 

(D) “Margin” shall mean Two and One-Half Percent (2.50%).

 

(E) “SOFR Index” shall mean the Term SOFR Reference Rate (rounded upwards, at Lender’s option, to the next 100th of one percent) for the Index Period, in effect two (2) U.S. Government Securities Business Days prior to the date of this Note for the initial Interest Rate Period, and two (2) U.S. Government Securities Business Days prior

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to the Reset Date thereafter; provided, however, that if at any time the SOFR Index is less than zero, such rate shall be deemed zero for the purposes of this Note and provided further that such floor of zero shall not be applicable for any portion of the Loan subject to a Hedge Agreement (as defined in the Loan Agreement) pursuant to which the Interest Rate is being swapped unless such Hedge Agreement has a floor in which case such floor shall be applicable during the period such floor is in effect under such Hedge Agreement.

 

(F) “Term SOFR Reference Rate” shall mean the forward-looking term rate based on the Secured Overnight Financing Rate (“SOFR”) that is published by the CME Group Benchmark Administration Limited (“CBA”) as selected or recommended by the Federal Reserve Bank of New York (“New York Fed”) and other relevant governmental bodies and the Alternate Reference Rate Committee. The Term SOFR Reference Rate is based on transactions in the SOFR derivatives markets, including SOFR futures and SOFR overnight index swaps transactions and is calculated in 1 month, 3 month, 6 month and 12 month yields. The Term SOFR Reference Rate is published daily as calculated by CBA for the New York Fed at approximately 6:00 am Eastern Time.

 

(G) “U.S. Government Securities Business Day” shall mean any day which is not a Saturday, Sunday, or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

 

Notwithstanding anything herein to the contrary, in the event that (i) the SOFR Index is permanently or indefinitely unavailable or unascertainable, (ii) the SOFR Index ceases to be published, (iii) the SOFR Index is officially discontinued, (iv) the government authority having jurisdiction of Lender sets forth a specific date that the SOFR Index may no longer be available for determining interest rates, (v) the SOFR Index can no longer be lawfully relied upon in contracts, (vi) the SOFR Index does not accurately and fairly reflect the cost of making or maintaining the type of loans or advances evidenced by this Note, or (vii) Lender in its sole but reasonable judgment believes that the SOFR Index is no longer a widely recognized benchmark for the origination of loans and such circumstances are unlikely to be temporary, then all references to the Interest Rate herein will instead be to a replacement rate determined by Lender in its sole but reasonable judgment. If at any time such replacement rate is less than zero percent (0.00%), then the replacement rate shall be deemed to be zero percent (0.00%) plus any spread adjustment for purposes of calculating the Interest Rate. Lender will provide reasonable notice to Borrower of such replacement rate, which will be effective on the date of the earliest event set forth in clauses (i)-(vii) of this paragraph. If there is any ambiguity as to the date of occurrence of any such event, Lender’s judgment will be dispositive.

 

Borrower shall make monthly payments of accrued interest at the Interest Rate on the outstanding principal balance of the Loan, plus principal in the amounts and on the dates set forth on Exhibit A attached hereto and made a part hereof by this reference. On September 10, 2029 (the “Maturity Date”), all accrued and unpaid interest and outstanding principal shall be paid in full. All payments due under this Note shall be paid to Lender at Post Office Box 953, Wayne, New Jersey 07474-0953, or at such other place as Lender may hereafter designate.

 

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Daily interest under this Note shall be computed on the basis of a 360-day year for the actual number of days elapsed. Any payment hereunder shall be applied first to accrued and unpaid interest, second to principal and the balance, if any, to unpaid fees.

 

Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the Loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed under this Note earlier than it is due; provided, however, that Borrower shall, at the time of such prepayment, also pay all accrued and outstanding interest due hereunder. In the event of such prepayment, Borrower shall remain responsible for any and all termination costs under any outstanding Hedge Agreements. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments hereunder. Rather, early payments will reduce the principal balance due under this Note. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse” or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to Valley National Bank, 180 Fountain Parkway N, Suite 200, St. Petersburg, Florida 33716.

 

In addition to any rights of Lender under the Loan Agreement and Security Documents, Lender, upon the occurrence of and during the continuation of an Event of Default (as defined in the Loan Agreement), may set off against the Loan any debt or claim owed by Lender in any capacity to each maker, endorser, accommodation party, guarantor or other obligor under this Note, whether or not due, and upon and during the continuation of such Event of Default the set off shall automatically occur, with record entries to evidence the same made after occurrence of the automatic set off. Additionally, Borrower hereby grants Lender a security interest in all property of Borrower, whether tangible or intangible, which presently or in the future is in the possession of Lender.

 

Time is of the essence of this Note. Upon the occurrence of and during the continuation of an Event of Default (as defined in the Loan Agreement), Lender may, at Lender’s option and without notice (Borrower hereby expressly waives notice of default), accelerate this Note and declare the entire principal sum immediately due and payable, together with accrued interest and fees. If any Borrower or any endorser, accommodation party, guarantor, or other obligor under this Note becomes insolvent or bankrupt, or if any Borrower is dissolved, then Lender may immediately, at Lender’s option and without notice (Borrower hereby expressly waives notice of default), accelerate this Note and declare the entire remaining principal sum immediately due and payable, together with accrued interest and fees. In addition, the entire principal amount, plus accrued interest, shall be due and payable at the time of any transfer, sale, assignment or other type of disposition of, or at the time of any attachment of any encumbrance, lien or charge against, any portion of the property referenced in the Security Documents, unless Lender consents to the transfer or lien.

 

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Upon the occurrence of and during the continuation of an Event of Default (as defined in the Loan Agreement), each party liable for the payment hereof, as maker, endorser, guarantor, or otherwise, shall pay Lender, in addition to the sums stated above, reasonable attorney’s fees, which shall include attorney’s fees for trial, appellate, bankruptcy, reorganization, and other proceedings, together with all other reasonable collection costs incurred, whether or not suit is brought. After maturity or default, this Note, and any judgment entered on account of this Note, shall bear interest at the highest rate permitted under then applicable law, whether now or hereafter in effect.

 

No delay or omission on the part of Lender in exercising any rights hereunder shall operate as a waiver of such right or of any other right under this Note.

 

So long as Lender has not exercised its right to accelerate as provided hereunder, in the event any periodic payment required under this Note is not received by Lender within ten (10) days of the date when the payment is due, Borrower shall pay Lender a late fee equal to the greater of (a) $25.00 and (b) five percent (5%) of the unpaid portion of the late payment. In the event that any payment is dishonored, Borrower shall pay Lender a dishonored item fee equal to $36.00. The parties agree that such fees are fair and reasonable charges for late payment and dishonored items, respectively, and shall not be deemed a penalty. Failure to exercise this option shall not constitute a waiver of the right to exercise the option in the event of any subsequent default.

 

Nothing contained herein, nor in any instrument or transaction related hereto, shall be construed or shall operate to require Borrower, or any person liable for payment of the Loan, to pay interest at a rate greater than the highest rate permissible under applicable law. Should any interest paid by Borrower, or paid by any parties liable for the payment of the Loan, result in interest in excess of the highest rate permissible under applicable law, whether now or hereafter in effect, then any and all such excess shall be automatically credited against and paid in reduction of the principal balance, and any portion of said excess which exceeds the principal balance shall be paid by Lender hereof to Borrower and any parties liable for the payment of the Loan.

 

Each person liable hereon whether as maker, endorser, guarantor or otherwise waives presentment, demand and protest, and waives notice of protest, notice of dishonor and any other notice. Each maker or endorser expressly consents to any and all extensions, modifications and renewals, in whole or in part, including but not limited to changes in payment schedules and interest rates, and to all delays in time of payment or other performance which Lender may grant or permit at any time and from time to time, and to additions to, releases, reductions or exchanges of or substitutions for any collateral without limitation and without any notice to or further consent of any maker, endorser, guarantor, accommodation party or any other person.

 

This Note may be assigned by the Lender. Written notice of such an assignment shall be given to Borrower and in the event of such an assignment, the assignee shall succeed to all of Lender’s rights hereunder, as well as its duties, responsibilities and obligations.

 

For and in consideration of the funding of this Loan by Lender, Borrower hereby agrees to cooperate or to re-execute any and all loan documentation deemed necessary or desirable in the Lender’s discretion, in order to correct or to adjust for any clerical errors or omissions contained in any document executed in connection with this Loan.

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Whenever used herein, the terms “Lender” and “Borrower” shall be construed in the singular or plural as the context may require or admit.

 

BORROWER AND LENDER EACH HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS NOTE OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, OR ANY OTHER DOCUMENT EXECUTED IN CONJUNCTION WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTION OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO MAKE THE LOAN EVIDENCED BY THIS NOTE.

 

 

 

 

 

[SIGNATURE ON FOLLOWING PAGE]

 

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[Signature Page to Promissory Note]

 

Borrower has executed this Note as of the date first written above.

 

 

	GIPIA 1220 S Duff Avenue, LLC, a Delaware limited liability company       By: /s/David Sobelman David E. Sobelman, its President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This Note was executed by Borrower and delivered to Lender outside the State of Florida and is not secured by a mortgage against Florida real estate; accordingly, no Florida Documentary Stamp Tax is payable hereon.

 

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EXHIBIT A

 

(Payment Schedule)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SEE ATTACHED

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

 

OF

 

GIPIA 1220 S. Duff Avenue, LLC

 

A Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of GIPIA 1220 S. Duff Avenue, LLC, a Delaware limited liability company (the “Company”), is entered into as of August 23, 2024, by and among the Company, Generation Income Properties, L.P., a Delaware limited partnership (“GIPLP” or “Common Member”), and JCWC Funding LLC, a Florida limited liability company (the “Preferred Member”). GIPLP and the Preferred Member are each a “Member” and collectively the “Members”).

 

RECITALS

 

WHEREAS, the Company was formed under the laws of the State of Delaware by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on July 23, 2024 (the “Certificate of Formation”);

 

WHEREAS, GIPLP (the “Original Member”) entered into a Limited Liability Company Agreement of the Company effective as of July 23, 2024 (the “Original Agreement”); and

 

WHEREAS, in connection with the Company’s issuance, and the Preferred Member’s acquisition, of Preferred Units on the date hereof, the Members wish to enter into this Agreement setting forth the terms and conditions governing the operation and management of the Company.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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Members; Capital Accounts; Financing Transactions

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Allocations of Profits and Loss

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Distributions

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Management of the Company

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Transferability of Membership Interests

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Termination of the Company

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Reports to Members; Books and Records

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Miscellaneous

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Special Covenants

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[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned hereto have caused this Amended and Restated Limited Liability Company Agreement to be executed as of the date first set forth above.

 

 

		“MANAGING MEMBER”:
		Generation Income Properties, L.P.
		By:		Generation Income Properties, Inc., its General Partner
				By:	/S/ D
				Name:	David Sobelman
				Title:	Chief Executive Officer
	“PREFERRED MEMBER”:
	JCWC FUNDING LLC
	By:
	Name:		Jeffrey F. Cohen
	Title:		Manager

 

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Schedule A

 

UNIT REGISTER

 

Dated as of August 23, 2024

 

 

Member Name and Address	Initial Capital Contribution	Common Units	Preferred Units	Common Unit Percentage Interest
Generation Income Properties, L.P. 401 East Jackson Street, Suite 3300 Tampa, FL 33602	$2,495,000	2,495,000	0	100%
JCWC Funding LLC 7342 Captain Kidd Avenue Sarasota, FL 34321	$3,080,000	0	308,000	0%
TOTAL:	$	2,495,000	308,000	100%

 

 

 

 

 

 

 

 

 

 

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Exhibit A
 

Glossary of Terms

“Act” means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.

“Adjusted Capital Account Deficit” shall mean, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant fiscal year or other period, after giving effect to the following adjustments:

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Adjusted Capital Contribution” shall mean the sum of all Capital Contributions made by the Preferred Members plus the Unpaid Preferred Return, if any, calculated as of the Redemption closing date.

“Affiliate” of any specified Person means any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Capital Account” has the meaning set forth in Section 2.03(a) of the Agreement.

“Capital Commitment” means, with respect to any Member at any time, the amount specified as such Member’s capital commitment in the books and records of the Company.

“Capital Contribution” means, with respect to any Member, the amount of cash and the Fair Value of any non-cash property contributed by such Member to the Company pursuant to and in accordance with this Agreement.

“Capital Transaction” shall mean the sale, transfer, exchange or other disposition of: (a) all or substantially all of the assets of the Company; and (b) any asset of the Company undertaken in connection, and/or contemporaneously, with the dissolution and liquidation of the Company.

“Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

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“Common Member” means Generation Income Properties, L.P., a Delaware limited partnership.

“Credit Facility” means each loan agreement, credit facility, term loan, match funded loan, repurchase agreement, and other instruments pursuant to which the Company obtains financing.

“Debt Provider” means Valley National Bank.

“Default” means any failure of a Member to make all or a portion of any required Capital Contribution on the applicable due date.

“Distributable Capital Transaction Proceeds” means the amount of proceeds, receipts and other amounts, and any non-cash property, received by the Company for, from and/or in respect of a Capital Transaction after paying or providing and/or setting aside reasonable reserves for the payment of any and all current or future expenses, taxes, debts, liabilities and other obligations, all as the Managing Member shall determine.

“Distributable Operating Funds” means the amount of cash receipts, proceeds and other amounts that the Company receives (but not including Capital Contributions) and that the Managing Member determines is available for distribution by the Company after paying or providing and/or setting aside reasonable reserves for the payment of current any and all expenses, taxes, debts, liabilities and other obligations, as well as for any permitted future investments, capital expenditures and other Company purposes, all as the Managing Member shall determine; provided, however, “Distributable Operating Funds” shall not reflect or include any proceeds, receipts and other amounts, nor any non-cash property nor any other amounts that are reflected and/or included in the determination and calculation of Distributable Capital Transaction Proceeds.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Member” means any Member that is a “benefit plan investor” within the meaning of Section 3(42) of ERISA and has notified the Managing Member in writing of such status.

“Fair Value” of the Property or any other asset means the valuation of the Property or other asset, as applicable, as determined in good faith by the Managing Member based on such factors as the Managing Member, in the exercise of its reasonable business judgment, considers relevant. It shall be reasonable for the Managing Member to value the Company’s assets for which market quotations are readily available based upon such market quotations. With respect to assets that are not readily marketable, the Managing Member will determine the Fair Value of such assets, in its sole discretion, in good faith, which may include retaining a third-party valuation firm to appraise such assets. The Managing Member shall also have discretion to assess investments and to assign values as it believes are reasonable, and to adjust valuations based on hedging activities undertaken by the Company. The Managing Member shall have the discretion to use other valuation methods that it determines, in its sole discretion, are fair and reasonable.

“GIPREIT” means Generation Income Properties, Inc.

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“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for United States federal income tax purposes, except as follows:

“Inflows” has the meaning set forth in the definition of Internal Rate of Return.

“Initial Capital Contribution” has the meaning set forth in Section 2.04.

“Internal Rate of Return” or “IRR” shall mean as to any Member and as the Managing Member shall determine (or cause to be determined) a rate of return as of the end of a given time period (expressed as a percentage and rounded down to the nearest whole percent) which causes (1) the net present value (determined as of the first day of such time period) of the Outflows (defined below) to be equal to (2) the net present value (determined as of the first day of such time period) of the Inflows (defined below) where:

(a) “Outflows” shall mean all Capital Contributions made by the Member to the Company; and

(b) “Inflows” shall mean all distributions actually made by the Company to the Member.

For purposes of calculating Internal Rate of Return, all Outflows shall be deemed to have been made or paid on the dates such payments or contributions were actually made and all Inflows shall be deemed to have been made or paid, as applicable, on the last day of the month made or paid.

The Internal Rate of Return shall be calculated on an annual basis and compounded annually. (For purposes of clarification, the intended goal of the foregoing is to establish an effective annual rate, but not to divide a target annual rate by 12 and compound so as to achieve a higher annual rate.)

“Loan” means the amount of $[2,495,000] provided by the Debt Provider.

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“Managing Member” means, initially, the GIPLP, or such other Member as may be designated or become the Managing Member pursuant to the terms of this Agreement.

“Material Adverse Effect” means (a) a violation of any law, regulation, license, permit or other similar approval that is reasonably likely to have a material adverse effect on the Company, any Member, including the Managing Member, or any Affiliate of the foregoing Persons; (b) an occurrence which is reasonably likely to subject the Company, any Member, including the Managing Member, or any Affiliate of the foregoing Persons to any material regulatory or tax requirement to which it would not otherwise be subject and that has an adverse material affect, or that is reasonably likely to materially increase any such regulatory or tax requirement beyond what it would otherwise have been; or (c) an occurrence that is reasonably likely to result in any Investments to be deemed to be “plan assets” for purposes of ERISA or that is reasonably likely to give rise to a “prohibited transaction” under ERISA.

“Membership Interest” means all of a Member’s rights in the Company, including without limitation, to the extent provided in this Agreement or under any law (as superseded by this Agreement, where possible) his or its (i) share of the Net Profits and Net Losses of the Company, and (ii) right to receive distributions of the Company’s assets, together with the right, if any, (x) to vote on matters relating to the Company and (y) to participate in the management of the Company’s affairs.

“Net Asset Value” of the Company means the Company’s total assets minus its total liabilities.

“Net Profit” and “Net Loss” means, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such fiscal year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss) with the following adjustments:

(a) Any income of the Company that is exempt from United States federal income tax, and to the extent not otherwise taken into account in computing Net Profit or Net Loss pursuant to this paragraph, shall be added to such taxable income or loss;

(b) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Section 1.704-1(b)(2)(iv)(i) of the Treasury Regulations, and to the extent not otherwise taken into account in computing Net Profit or Net Loss pursuant to this paragraph, shall be subtracted from such taxable income or loss;

(c) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subdivision (b) of the definition of “Gross Asset Value” herein, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Profit or Net Loss;

(e) Gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for United States federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; and

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(f) In lieu of depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account the book depreciation for such fiscal year as determined under the principles of Code Section 704(b) and the Treasury Regulations thereunder.

“New Partnership Audit Rules” shall mean the provisions of subchapter C of chapter 63 of subtitle F of the Code (i.e., Sections 6221 through 6241 of the Code), as in effect for tax years beginning after December 31, 2017, and any Treasury Regulations promulgated thereunder.

“Non-Managing Member(s)” means at any time the Member or Members that are not the Managing Member.

“Outflows” has the meaning set forth in the definition of Internal Rate of Return.

“Person” means any natural person, partnership, limited liability company, corporation, joint venture, trust, estate, association, foundation, fund, governmental unit or other entity.

“Preferred Return” means, with respect to the Preferred Members, a 6.5% annual return on the Preferred Members’ Unreturned Capital Contributions, to be paid monthly to the Preferred Members in the form of cash.

“Property” means the real estate asset located at 1220 South Duff Avenue, Ames, IA 50010.

“Redemption Date” means the date that is the second (2nd) year anniversary of the Closing.

“Redemption Price” means an amount equal to the Adjusted Capital Contribution of the Preferred Members provided that the Redemption Price shall not be lower than the amount needed to cause the aggregate distributions made to the Preferred Members pursuant to Section 4.02 and 4.03 to achieve an 8% IRR on the Preferred Members’ Initial Capital Contribution

“Securities Act” means the Securities Act of 1933, as amended.

“Substitute Member” means any purchaser, assignee, transferee or other recipient of all or any portion of any Member’s Interest who is admitted as a Member to the Company in accordance with ARTICLE IV.

“Treasury Regulations” means the regulations promulgated under the Code, as amended from time to time.

“Unpaid Preferred Return”, with respect to the Preferred Members, means the then accrued Preferred Return of the Preferred Members reduced by the aggregate distributions made to the Preferred Members pursuant to Section 4.02(a) and Section 4.03(a).

“Unreturned Capital Contributions” means, with respect to the Preferred Members or Common Member, the aggregate Capital Contributions made by the Preferred Members or Common Member to the Company reduced by the aggregate distributions made to the Preferred

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Members pursuant to Section 4.03(b) the Common Member pursuant to Section 4.02(b) and Section 4.03(b).

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Exhibit B

 

Form of Redemption Agreement

 

 

See attached.

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REDEMPTION AGREEMENT

 

THIS REDEMPTION AGREEMENT (this “Agreement”), dated as of [l], is entered into by and between GIPIA 1220 S. Duff Avenue, LLC, a Delaware limited liability company (the “Company”), and JCWC FUNDING LLC, a Florida limited liability company (the “Redeemed Member”). Unless otherwise defined herein, any capitalized term referred to herein shall have the meaning ascribed to such term in that Amended and Restated Limited Liability Company Agreement of the Company, dated as of August [l], 2024 (the “JV Agreement”).

WHEREAS, the Redeemed Member has made the election, pursuant to Section 10.01(a) of the JV Agreement, for the Company to redeem its entire Membership Interest for an amount equal to Redeemed Member’s pro rata portion of the Redemption Price and pursuant and subject to the terms and provisions of Section 10.01 of the JV Agreement; and

 

WHEREAS, the Redeemed Member is entering into this Agreement to undertake and consummate the Redemption on the terms and provisions provided for herein and in Section 10.01 and elsewhere of the JV Agreement.

 

NOW, THEREFORE, for and in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Redeemed Member and the Company agree as follows:

 

 

 

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[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed, or caused their respective duly authorized representatives to execute, this Redemption Agreement as of the first date set forth above.

 

	“COMPANY”
	GIPIA 1220 S. Duff Avenue, LLC
	By:	Generation Income Properties, L.P., its Managing Member
		By:		Generation Income Properties, Inc., its General Partner
				By:
				Name:	David Sobelman
				Title:	Chief Executive Officer
	“REDEEMED MEMBER”
If an entity or trust:     (Name)     (State of Formation/Organization)   By: Name: Title:			If an individual:                 (Signature) Name:

 

 

 

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Exhibit C

 

Form of Membership Purchase Agreement

 

 

See attached.

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

 

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of [l], is entered into by and between JCWC Funding LLC, a Florida limited liability company (the “Seller”) and Generation Income Properties L.P., a Delaware limited partnership, or its designee (the “Purchaser”). Unless otherwise defined herein, any capitalized term referred to herein shall have the meaning ascribed to such term in that Amended and Restated Limited Liability Company Agreement of GIPIA 1220 S. Duff Avenue, LLC, a Delaware limited liability company (the “Company”) dated as of August [l], 2024 (the “JV Agreement”).

WHEREAS, the Purchaser has made the election provided by Section 10.01(c) of the JV Agreement to purchase [one hundred percent (100%)] Membership Interest of the Seller for an amount equal to Seller’s pro rata portion of the Redemption Price and pursuant and subject to the terms and provisions of Section 10.01 of the JV Agreement;

WHEREAS, the Seller and Purchaser are entering into this Agreement to undertake and consummate the Membership Interest Purchase on the terms and provisions provided for herein and in Section 10.01 and elsewhere of the JV Agreement; and

WHEREAS, the Seller and Purchaser are entering into this Agreement to undertake and consummate the Membership Interest Purchase Agreement on the terms and provisions provided for herein and in Section 10.01 and elsewhere of the JV Agreement.

NOW, THEREFORE, for and in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and Purchaser agree as follows:

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[Signature Page Follows]

 

 

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IN WITNESS WHEREOF, the parties have executed, or caused their respective duly authorized representatives to execute, this Membership Interest Purchase Agreement as of the first date set forth above.

	“PURCHASER”
	Generation Income Properties, L.P.
	By:	Generation Income Properties, Inc., its General Partner
		By:
		Name:		David Sobelman
		Title:		Chief Executive Officer
	“SELLER”
If an entity or trust:     (Name)     (State of Formation/Organization)   By: Name: Title:			If an individual:                 Name:

TC "ARTICLE IX PREEMPTIVE RIGHTS" l 1

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THIRD ALLONGE TO

PROMISSORY NOTE (Loan No. 412398-60)

 

 

ORIGINAL BORROWER: Riverside Crossing L.C.

 

CURRENT BORROWER: GIPVA 130 Corporate Blvd, LLC

 

LENDER: Newport News Shipbuilding Employees' Credit Union, Inc., d/b/a BayPort Credit Union

 

This Third Allonge to Promissory Note (the "Third Allonge") is dated and effective as of August 23, 2024, and attached to, and made a part of, the Promissory Note, dated October 23, 2017, made by the Original Borrower payable to the Lender or order, in the face amount of $5,200,000.00 (the “Original Promissory Note”), as previously amended by (i) Allonge to Promissory Note dated as of September 30, 2019 (the “First Allonge to Note”, and together with the Original Note, the “2019 Note”), and (ii) Second Allonge to Promissory Note dated and effective as of March 23, 2021 (the “Second Allonge to Note”, and together with the 2019 Note, the "Note"). The obligations of the Original Borrower under the 2019 Note were assumed by the Current Borrower pursuant to that certain Note, Deed of Trust, Assignment of Leases and Rents, and Related Loan Documents Assignment, Assumption and Modification Agreement (the "Assumption Agreement"), by and among the Original Borrower, the Current Borrower, the Lender and James B. Mears as Trustee and joined in by Generation Income Properties, L.P., a Delaware limited partnership, Generation Income Properties, Inc., a Maryland corporation, and David Sobelman (collectively, the "Guarantors"), as modified by (i) that certain Note and Loan Modification Agreement dated as of March 23, 2021, among the Current Borrower, the Guarantors and Lender (the “First Note and Loan Modification Agreement”), and (ii) that Second Note and Loan Modification Agreement dated and effective as of the date hereof among the Current Borrower, the Guarantors and Lender (the “Second Loan Modification Agreement”). The Assumption Agreement as modified by (i) the First Note and Loan Modification Agreement and (ii) the Second Note and Loan Modification Agreement is hereinafter referred to as the “Loan Agreement”. Any capitalized term used, but not defined, in this Allonge shall have the meaning ascribed to such term in the Note or the Loan Agreement.

 

The Note is hereby amended as follows:

 

2021 through August 23, 2024, and 6.15% thereafter."

 

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"Interest will accrue on the unpaid principal balance of this Note at the per annum rate of 4.250 percent through March 23, 2021, at the per annum rate of 3.50 percent from and after March 23, 2021 through August 23, 2024, and at the per annum rate of 6.150 percent thereafter (Interest Rate)."

 

 

"PAYMENT. I agree to pay this Note in one hundred forty-two (142) installments as follows: I will make 23 payments of $28,178.38 beginning on November 23, 2017, and on the 23rd day of each month thereafter through September 23, 2019. I will make 18 payments of $29,583.00 beginning on October 23, 2019, and on the 23rd day of each month thereafter through March 23, 2021. I will make 41 payments of $27,432.38 beginning on April 23, 2021, and on the 23rd day of each month thereafter through August 23, 2024. I will make 59 payments of $32,268.70 beginning September 23, 2024 and on the 23rd day of each month thereafter through July 23, 2029. The 142nd and final "balloon payment" of the entire unpaid balance of principal and interest and any other amounts owing will be due August 23, 2029."

 

 

 

 

[Continued on following page]

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CURRENT BORROWER:

GIPVA 130 CORPORATE BLVD, LLC,

a Delaware limited liability company

By: Generation Income Properties, L.P., a Delaware limited partnership, Sole Member

By: Generation Income Properties, Inc., a Maryland corporation General Partner

 

By: /s/ David Sobelman David Sobelman, President

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LENDER:

 

NEWPORT NEWS SHIPBUILDING EMPLOYEES' CREDIT UNION, INC. d/b/a BAYPORT CREDIT UNION

 

 

By: /s/ Denise Brown Denise Brown, Commercial Banker

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

22798283.v2

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SECOND NOTE AND LOAN MODIFICATION AGREEMENT

This Second Note and Loan Modification Agreement (this "Agreement") is made as of August 23, 2024, by and among GIPVA 130 CORPORATE BLVD, LLC, a Delaware limited liability company (the "Borrower"), GENERATION INCOME PROPERTIES, L.P., a Delaware limited partnership, GENERATION INCOME PROPERTIES, INC., a Maryland corporation, and DAVID SOBELMAN (collectively, the "Guarantors" and together with the Borrower, the "Obligors"), and NEWPORT NEWS SHIPBUILDING EMPLOYEES' CREDIT UNION, INC.,

D/B/A BAYPORT CREDIT UNION (the "Credit Union"), who, in consideration of the mutual covenants herein and for Ten Dollars and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, agree as follows:

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defined in the Loan Documents and not redefined in this Agreement shall have the same meanings in this Agreement as assigned in the Loan Documents.

March 23, 2021 to and including August 23, 2024, and 6.15% per annum thereafter."

 

 

"Interest will accrue on the unpaid principal balance of this Note at the per annum rate of 4.250 percent through March 23, 2021, at the per annum rate of 3.50 percent from and after March 23, 2023, to and including August 23, 2024, and 6.15% per annum thereafter (Interest Rate)."

 

 

"PAYMENT. I agree to pay this Note in one hundred forty-two

(142) installments as follows: I will make 23 payments of

$28,178.38 beginning on November 23, 2017, and on the 23rd day of each month thereafter through September 23, 2019. I will make 18 payments of $29,583.00 beginning on October 23, 2019, and on the 23rd day of each month thereafter through March 23, 2021. I will make 41 payments of $27,432.38 beginning on April 23, 2021, and on the 23rd day of each month thereafter through August 23, 2024. I will make 59 payments of $32,268.70 beginning September 23, 2024 and on the 23rd day of each month thereafter through July 23, 2029. The 142nd and final "balloon payment" of the entire unpaid balance of Principal and interest and any other amounts owing will be due August 23, 2029."

 

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(b) an actual or implied waiver of any condition or obligation imposed upon the Borrower or the other Obligors pursuant to the Note, as modified by this Agreement, or any other Loan Documents, except to the extent, if any, specified herein.

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Loan Documents or at law, including, without limitation, attorneys’ fees, legal expenses, and court costs.

(c) shall be governed by (including but not limited to its validity, enforcement and interpretation) the laws of the Commonwealth of Virginia and United States federal law; (d) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when executed and delivered, shall constitute an original agreement enforceable against all who signed it without production of or accounting for any other counterpart, and all separate counterparts shall constitute the same agreement; and (e) embodies the entire agreement and understanding between the parties with respect to modifications of Loan Documents provided for herein and supersedes all prior conflicting or inconsistent agreements, consents and understandings relating to such subject matter. Whenever used herein, the singular number shall include the plural and the plural the singular, and any gender shall be applicable to all genders. The use of the words "herein", "hereof", "hereunder" and other similar compounds of the word "here" shall refer to this entire Agreement and not to any particular section, paragraph or provision. The headings in this Agreement shall be accorded no significance in interpreting it.

EXECUTED on the date or dates of the acknowledgements hereof, but effective as of the date first stated in this Agreement.

[Signature Pages Follow]

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[Counterpart signature page to Note and Loan Modification Agreement]

BORROWER:

GIPVA 130 CORPORATE BLVD, LLC,

a Delaware limited liability company

 

By:Generation Income Properties, L.P., a Delaware limited partnership, Sole Member

 

By: Generation Income Properties, Inc., a Maryland corporation General Partner

 

By: /s/ David Sobelman David Sobelman, President

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[Counterpart signature page to Note and Loan Modification Agreement]

 

 

GUARANTOR:

 

Generation Income Properties, Inc., a Maryland corporation

 

 

 

By: /s/ David Sobelman

David Sobelman, President

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[Counterpart signature page to Note and Loan Modification Agreement]

 

 

GUARANTOR:

 

Generation Income Properties, L.P., a Delaware limited partnership

 

By: Generation Income Properties, Inc.,

a Maryland corporation, General Partner

 

 

 

By: /s/ David Sobelman

David Sobelman, President

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[Counterpart signature page to Note and Loan Modification Agreement]

 

 

GUARANTOR:

 

/s/ David Sobelman

 

David Sobelman

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[Counterpart signature page to Note and Loan Modification Agreement]

 

 

CREDIT UNION:

NEWPORT NEWS SHIPBUILDING EMPLOYEES' CREDIT UNION, INC. d/b/a BAYPORT CREDIT UNION

 

 

By: /s/ Denise Brown Denise Brown, Commercial Banker

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EXHIBIT A

THIRD ALLONGE TO

PROMISSORY NOTE (Loan No. 412398-60)

 

 

ORIGINAL BORROWER: Riverside Crossing L.C.

 

CURRENT BORROWER: GIPVA 130 Corporate Blvd, LLC

 

LENDER: Newport News Shipbuilding Employees' Credit Union, Inc., d/b/a BayPort Credit Union

 

This Third Allonge to Promissory Note (the "Third Allonge") is dated and effective as of August 23, 2024, and attached to, and made a part of, the Promissory Note, dated October 23, 2017, made by the Original Borrower payable to the Lender or order, in the face amount of $5,200,000.00 (the “Original Promissory Note”), as previously amended by (i) Allonge to Promissory Note dated as of September 30, 2019 (the “First Allonge to Note”, and together with the Original Note, the “2019 Note”), and (ii) Second Allonge to Promissory Note dated and effective as of March 23, 2021 (the “Second Allonge to Note”, and together with the 2019 Note, the "Note"). The obligations of the Original Borrower under the 2019 Note were assumed by the Current Borrower pursuant to that certain Note, Deed of Trust, Assignment of Leases and Rents, and Related Loan Documents Assignment, Assumption and Modification Agreement (the "Assumption Agreement"), by and among the Original Borrower, the Current Borrower, the Lender and James B. Mears as Trustee and joined in by Generation Income Properties, L.P., a Delaware limited partnership, Generation Income Properties, Inc., a Maryland corporation, and David Sobelman (collectively, the "Guarantors"), as modified by (i) that certain Note and Loan Modification Agreement dated as of March 23, 2021, among the Current Borrower, the Guarantors and Lender (the “First Note and Loan Modification Agreement”), and (ii) that Second Note and Loan Modification Agreement dated and effective as of the date hereof among the Current Borrower, the Guarantors and Lender (the “Second Loan Modification Agreement”). The Assumption Agreement as modified by (i) the First Note and Loan Modification Agreement and (ii) the Second Note and Loan Modification Agreement is hereinafter referred to as the “Loan Agreement”. Any capitalized term used, but not defined, in this Allonge shall have the meaning ascribed to such term in the Note or the Loan Agreement.

 

The Note is hereby amended as follows:

 

2021 through August 23, 2024, and 6.15% thereafter."

 

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"Interest will accrue on the unpaid principal balance of this Note at the per annum rate of 4.250 percent through March 23, 2021, at the per annum rate of 3.50 percent from and after March 23, 2021 through August 23, 2024, and at the per annum rate of 6.150 percent thereafter (Interest Rate)."

 

 

"PAYMENT. I agree to pay this Note in one hundred forty-two (142) installments as follows: I will make 23 payments of $28,178.38 beginning on November 23, 2017, and on the 23rd day of each month thereafter through September 23, 2019. I will make 18 payments of $29,583.00 beginning on October 23, 2019, and on the 23rd day of each month thereafter through March 23, 2021. I will make 41 payments of $27,432.38 beginning on April 23, 2021, and on the 23rd day of each month thereafter through August 23, 2024. I will make 59 payments of $32,268.70 beginning September 23, 2024 and on the 23rd day of each month thereafter through July 23, 2029. The 142nd and final "balloon payment" of the entire unpaid balance of principal and interest and any other amounts owing will be due August 23, 2029."

 

 

 

 

[Continued on following page]

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CURRENT BORROWER:

GIPVA 130 CORPORATE BLVD, LLC,

a Delaware limited liability company

By: Generation Income Properties, L.P., a Delaware limited partnership, Sole Member

By: Generation Income Properties, Inc., a Maryland corporation General Partner

 

By: /s/ David Sobelman David Sobelman, President

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LENDER:

 

NEWPORT NEWS SHIPBUILDING EMPLOYEES' CREDIT UNION, INC. d/b/a BAYPORT CREDIT UNION

 

 

By: /s/ Denise Brown Denise Brown, Commercial Banker

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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22793934.v2

A-4

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FOR IMMEDIATE RELEASE
Contact: ir@gipreit.com

 

Generation Income Properties
Announces Closing of $5.5 Million Retail Asset

 

Tampa, FL – August 29, 2024 – Generation Income Properties, Inc. (NASDAQ: GIPR) (“GIP” or the “Company”) announced the strategic acquisition of a 30,465 square foot retail building located in Ames, Iowa. The purchase price for the asset was $5.5 million, excluding transaction costs. The building is currently occupied by Best Buy, a reputable tenant with an investment-grade credit rating of BBB+ by Standard & Poor's. The existing lease agreement has approximately 6 years remaining, providing stable long-term income. The tenant can extend the lease for two consecutive periods of 5 years each, ensuring potential for continued revenue generation. The annualized base rent from the lease stands at approximately $405,470, contributing to GIPR's rental income stream.

GIPR financed the acquisition using a combination of approximately 55% cash and 45% debt, demonstrating a balanced approach to capital allocation. This strategic acquisition aligns with GIPR's objective to expand its portfolio with high-quality, income-generating assets. The addition of another investment-grade asset underscores GIPR's disciplined approach to identifying, underwriting, and executing acquisitions for the benefit of its shareholders.

David Sobelman, President and Chief Executive Officer of GIPR, commented on the significance of the acquisition: "In today's challenging market environment, we are pleased to have successfully acquired another investment-grade asset. This transaction exemplifies GIPR's commitment to disciplined investment strategies and our unwavering focus on shareholder value creation."

 

About Generation Income Properties

Generation Income Properties, Inc., located in Tampa, Florida, is an internally managed real estate investment trust formed to acquire and own, directly and jointly, real estate investments focused on retail, office and industrial net lease properties located primarily in densely populated submarkets throughout the United States. Additional information about Generation Income Properties, Inc. can be found on the Company’s corporate website: www.gipreit.com.

 

Forward-Looking Statements:

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to our monthly distribution. There can be no assurance that future distributions will be declared. The declaration of future monthly distributions is subject to approval of our Board of Directors each quarter after its review of our financial performance and cash needs. Declaration of

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future distributions is also subject to various risks and uncertainties, including: our cash flow and cash needs; compliance with applicable law; restrictions on the payment of distributions under existing or future financing arrangements; changes in tax laws relating to corporate distribution; the deterioration in our financial condition or results; and those risks, uncertainties, and other factors identified from time-to-time in our filings with the Securities and Exchange Commission.

 

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v3.24.2.u1

Document and Entity Information	Aug. 23, 2024
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 23, 2024
Entity Registrant Name	GENERATION INCOME PROPERTIES, INC.
Entity Central Index Key	0001651721
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-40771
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	47-4427295
Entity Address, Address Line One	401 East Jackson Street
Entity Address, Address Line Two	Suite 3300
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33602
City Area Code	813
Local Phone Number	448-1234
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	GIPR
Security Exchange Name	NASDAQ
Warrant [Member]
Entity Information [Line Items]
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	GIPRW
Security Exchange Name	NASDAQ

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