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): February 6, 2025

GENERATION INCOME PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

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:

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. ☐

Item 1.01. Entry into Material Definitive Agreement.

Contribution Agreement

On February 6, 2025, Generation Income Properties, L.P., the operating partnership (the “Operating Partnership”) of Generation Income Properties, Inc. (the “Company”), entered into a Contribution and Subscription Agreement (the “Contribution Agreement”) with (i) LMB Lewiston, LLC, an Ohio limited liability company (“SPV One”), LMB Ft. Kent, LLC, an Ohio limited liability company (“SPV Two”) and LMB Auburn Hills I, LLC, an Ohio limited liability company (“SPV Three”; and together with SPV One and SPV Two, the “SPVs”); (ii) Lloyd M. Bernstein, as the sole member of each of the SPVs (the “Contributor”); and (iii) Lloyd M. Bernstein, as representative of the SPVs and the Contributor, for the acquisition by the Operating Partnership through certain of its subsidiaries (the “Affiliated Entities”) of Contributor’s right title and interest in 100% of the issued and outstanding membership interests of each of the SPVs (the “SPV Interests”). Pursuant to the acquisition of the SPV Interests, the Operating Partnership, through the Affiliated Entities, will acquire a portfolio of three retail properties (the “Contributed Properties”), each of which is owned directly by an SPV.

The Contribution Agreement contains customary representations and warranties made by each SPV and the Contributor pertaining to the SPVs and the Contributor, the SPV Interests, and the Contributed Properties. The Operating Partnership also made standard and customary representations and warranties to the Contributor.

.

In exchange for Contributor’s contribution of the SPV Interests, the Operating Partnership issued to Contributor approximately $4.2 million of its Series B-2 preferred units of limited partnership interests (the “OP Units”), consisting of approximately 698,465 OP Units, based on a valuation of $6.00 per OP Unit. The Operating Partnership acquired the SPV Interests, subject to existing indebtedness on the Contributed Properties loaned by Camden National Bank, a national banking association, and Valley National Bank, a national banking association in an aggregate principal amount of $7,023,895.00 (the “Existing Debt”).

The foregoing description of the Contribution Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Contribution Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Tax Protection Agreement

The contribution of the SPV Interests in exchange for OP Units contemplated by the Contribution Agreement is intended to be treated, in whole or in part, for federal income tax purposes as tax-deferred contributions to the Operating Partnership. In connection with the transactions contemplated by the Contribution Agreement, on February 6, 2025, the Company and the Operating Partnership entered into a Tax Protection Agreement with the SPVs and the Contributor.

The Tax Protection Agreement is intended to protect the Contributor against certain federal, state and local income tax liabilities attributable to the “built-in” gain that existed with respect to the Contributed Properties as of the contribution date. Accordingly, the Tax Protection Agreement will obligate the Operating Partnership, under certain circumstances, to indemnify the Contributor with respect to such tax liabilities upon a disposition of any Contributed Property or upon the failure of the Operating Partnership to maintain a certain minimum level of debt secured by the Contributed Properties. For purposes of the indemnification obligation, the Contributor’s tax liabilities are reduced by the net present value of the reasonably estimated tax liabilities that would be due if the Operating Partnership, upon the termination of the tax protection period, sold the Contributed Properties or repaid the debt required to be maintained. The obligation to indemnify the Contributor will terminate on the tenth anniversary of the closing of the Operating Partnership’s acquisition of the Contributed Properties, provided that such obligation terminates earlier on the date on which the Contributor ceases to own, in the aggregate, 60% or more of the OP Units issued in connection with this transaction or upon a final determination by tax authorities that no part of the contribution transaction qualified as a tax-deferred contribution.

The foregoing description of the Tax Protection Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Tax Protection Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

LPA Amendment

On February 6, 2025, the Operating Partnership entered into a Sixth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “LPA Amendment”), pursuant to which the Company, as the general partner of the Operating Partnership, issued partnership interests to the Contributor in the form of OP Units. The LPA Amendment sets forth the designations, rights, powers, preferences and duties and other terms of the newly designated class of OP Units. The OP Units were issued in exchange for the SPV Interests pursuant to the Contribution Agreement.

If and when determined by the Company, as general partner of the Operating Partnership, in its sole discretion, holders of the OP Units will be paid cumulative cash distributions in the amount of $0.33 per OP Unit per year (as equitably adjusted in the Company’s sole discretion for any split, reverse split, dividend or similar recapitalization event), subject to prior payment of any preferred return on senior preferred units of the Operating Partnership. The Contributor will have the right after two years to cause the Operating Partnership to redeem the OP Units for shares of the Company’s common stock or cash, to be determined in the sole discretion of the Company, calculated as follows: (i) a number of shares of common stock of the Company equal to the number of OP Units being redeemed multiplied by 1.00 (the “REIT Shares Amount”) or (ii) cash in an amount equal to the value of the REIT Shares Amount, plus, in each case, an amount equal to all dividends accrued and unpaid thereon. The Contributor will also have the right to cause the Operating Partnership to redeem the OP Units after five years for cash in an amount equal to $4.00 per OP Unit, plus an amount equal to all dividends accrued and unpaid thereon.

The foregoing description of the LPA Amendment is a summary only and is qualified in its entirety by reference to the complete text of the LPA Amendment, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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 February 6, 2025, pursuant to the Contribution Agreement, the Company, through the Operating Partnership and its Affiliated Entities acquired the SPV Interests in the SPVs. SPV One owns the fee simple interests in the retail property located at 5780 Waterlevel Highway East, Cleveland, TN (the “SPV One Property”). The SPV One Property contains 10,640 rentable square feet and is 100% leased to Dollar General. The SPV Interests in SPV One were acquired in exchange for consideration valued at approximately $1.95 million (subject to prorations and adjustments), consisting of (i) 116,701 OP Units valued at $6.00 per unit representing aggregate consideration of approximately $700,000 plus (ii) the acquisition of existing mortgage indebtedness in the amount of approximately $1.25 million. The mortgage indebtedness acquired in connection with the acquisition of the SPV One Property is a fixed rate loan owed to Valley National Bank. The loan matures on May 14, 2026, and has an interest rate equal to 3.5%.

SPV Two owns the fee simple interests in the retail property located at 1374 Glenn Center Drive, Kernersville, NC (the “SPV Two Property”). The SPV Two Property contains 19,097 rentable square feet and is 100% leased to Tractor Supply Company. The SPV Interests in SPV Two were acquired in exchange for consideration valued at approximately $4.45 million (subject to prorations and adjustments), consisting of (i) 198,281 OP Units valued at $6.00 per unit representing aggregate consideration of approximately $1.19 million plus (ii) the acquisition of existing mortgage indebtedness in the amount of approximately $3.26 million. The mortgage indebtedness acquired in connection with the acquisition of the SPV Two Property is a fixed rate loan owed to Camden National Bank. The loan matures on October 22, 2031, and has an interest rate equal to 2.9%.

SPV Three owns the fee simple interests in the retail property located at 3815 South Orlando Drive, Sanford, FL (the “SPV Three Property”). The SPV Three Property contains 8,148 rentable square feet and is 100% leased to M3 Food Group, LLC (Zaxby’s). The SPV Interests in SPV Three were acquired in exchange for consideration valued at approximately $4.8 million (subject to prorations and adjustments), consisting of (i) 383,483 OP Units valued at $6.00 per unit representing aggregate consideration of approximately $2.3 million plus (ii) the acquisition of existing mortgage indebtedness in the amount of approximately $2.5 million. The mortgage indebtedness acquired in connection with the acquisition of the SPV Three Property is a fixed rate loan owed to Valley National Bank. The loan matures on May 14, 2026, and has an interest rate equal to 6.29%.

The following table provides certain information about the Contributed Properties and the associated leases:

________________

The foregoing description of the Contribution Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Contribution Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing descriptions of the leases for the Contributed Properties are a summary only and are qualified in their entirety by reference to the complete text of the leases, copies of which will be filed with (or before) the Company’s next Annual Report on form 10-K.

The information set forth under Item 1.01 is hereby incorporated herein by reference.

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

The information set forth under Item 2.01 of this Current Report on Form 8-K is hereby incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The issuance of the OP Units by the Operating Partnership 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 OP Units 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 Operating Partnership.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on February 10, 2025, announcing the completion of the acquisition of the SPV Interests and the Contributed Properties. 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

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.

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.

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.

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.

SIXTH AMENDMENT TO THE

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

GENERATION INCOME PROPERTIES, L.P.

Dated as of February 6, 2025

This Sixth Amendment (this “ Amendment ”) to the Amended and Restated Limited Partnership Agreement, dated March 23, 2018, of Generation Income Properties, L.P., a Delaware limited partnership (the “ Partnership”), as amended by that certain First Amendment to the Amended and Restated Limited Partnership Agreement, dated May 21, 2019, that certain Second Amendment to the Amended and Restated Limited Partnership Agreement, dated October 12, 2020, that certain Third Amendment to the Amended and Restated limited Partnership Agreement, dated August 10, 2023, that certain Fourth Amendment to the Amended and Restated Limited Partnership Agreement, dated June 27, 2024, and that certain Fifth Amendment to the Amended and Restated Limited Partnership Agreement, dated July 24, 2024 (as amended, the “Partnership Agreement”), is entered into effective as of the date first written above in accordance with Section 4.02(a)(i) and Section 11.01 of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

R E C I T A L S

WHEREAS, the General Partner is the sole general partner of the Partnership;

WHEREAS, Section 4.02 of the Partnership Agreement authorizes the General Partner to cause the Partnership to issue such additional Partnership Interests, in the form of Partnership Units, for any Partnership purpose at any time or from time to time to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners, which additional Partnership Interests may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to the then-outstanding Partnership Units held by the Limited Partners, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law that cannot be preempted by the terms of the Partnership Agreement (including this Amendment) and as set forth in a written document hereafter attached to and made an exhibit to the Partnership Agreement;

WHEREAS, the General Partner has authorized the issuance and sale (the “Sale”) of 698,465 Series B-2 Preferred Units at a purchase price of $6.00 per unit, which shall be paid by the contribution to the Partnership of certain assets, as more specifically described in that certain Contribution and Subscription Agreement (the “Contribution Agreement”), dated February 6, 2025, between the Partnership and (a) LMB Lewiston, LLC, an Ohio limited liability company (“SPV One”), LMB Ft. Kent, LLC, an Ohio limited liability company (“SPV Two”) and LMB Auburn Hills I, LLC, an Ohio limited liability company (“SPV Three”; and together with SPV One and SPV Two, the “SPVs”); (b) Lloyd M. Bernstein, as the sole member of each of the SPVs (the “Contributor”); and (c) Lloyd M. Bernstein, as representative of the SPVs and the Contributor;

WHEREAS, in connection with the Sale and pursuant to the authority granted to the General Partner pursuant to Section 4.02 and Section 11.01 of the Partnership Agreement, and as authorized by the unanimous written consent, dated as of February 5, 2025, of the Board of Directors of the General Partner, the General Partner desires to amend the Partnership Agreement to (i) set forth the designations, rights, powers, preferences and duties and other terms of a newly designated class of Series B-2 Preferred Units and (ii) issue the Series B-2 Preferred Units in the Sale.

A G R E E M E N T

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby amends the Partnership Agreement as follows:

[SIGNATURE PAGE FOLLOWS]

above.

​

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth

GENERAL PARTNER:

GENERATION INCOME PROPERTIES, INC.

By: /s/ David Sobelman

Name: David Sobelman

Title: Chief Executive Officer

[Signature Page to Sixth Amendment to Amended and Restated Limited Partnership Agreement]

EXHIBIT H

DESIGNATION OF THE SERIES B-2 PREFERRED UNITS OF

GENERATION INCOME PROPERTIES, L.P.

L.P. (as now or hereafter amended, restated, modified, supplemented or replaced, the “Partnership Agreement”). The following defined terms used herein shall have the meanings specified below:

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.

“Distribution Record Date” shall have the meaning provided in Section 5(a).

“Exchange” shall mean the Nasdaq Stock Market or such other national securities exchange or automated quotation system on which the REIT Shares are then listed or admitted to trading.

“Junior Preferred Units” shall have the meaning provided in Section 4.

“Nasdaq” shall mean the Nasdaq Stock Market or any successor that is a national securities exchange registered under Section 6 of the Exchange Act.

“Parity Preferred Units” shall have the meaning provided in Section 4. “Partnership” shall have the meaning provided in Section 1. “Partnership Agreement” shall have the meaning provided in Section 2.

“Preferred Units” means all Partnership Units designated as preferred units by the General Partner from time to time in accordance with Section 4.02 of the Partnership Agreement.

“Senior Preferred Units” shall have the meaning provided in Section 4.

“Series B-2 Preferred Return” shall have the meaning provided in Section 5(a).

“Series B-2 Preferred Unit Distribution Payment Date” shall have the meaning provided in Section 5(a). “Series B-2 Preferred Units” shall have the meaning provided in Section 1.

“Specified Redemption Date” shall have the meaning provided in Section 6(c).

“Trading Day” shall mean (i) if the REIT Shares are listed or admitted to trading on Nasdaq, a day on which Nasdaq is open for the transaction of business, (ii) if the REIT Shares are not listed or admitted to trading on Nasdaq but are listed or admitted to trading on another national securities exchange or automated quotation system, a day on which such national securities exchange or automated quotation system, as the case may be, on which the REIT Shares are listed or admitted to trading is open for the transaction of business, or (iii) if the REIT Shares are not listed or admitted to trading on any national securities exchange or automated quotation system, any day other

than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

and unpaid (whether or not authorized or declared) thereon, to, but not including, the date fixed for redemption, without interest. Unless expressly stated otherwise herein, the redemption procedures and limitations of the Partnership Agreement shall govern any redemption of Series B-2 Preferred Units pursuant to this Section 6, applied and interpreted as if such Series B-2 Preferred Units were Common Units. All calculations under this Section 6 shall be made by rounding to the nearest 1/100th of a share.

$4.00 per Series B-2 Preferred Unit (as equitably adjusted in the General Partner’s discretion for any split, reverse split, dividend or similar recapitalization event ) plus (subject to Section 5(b) hereof) an amount equal to all dividends accrued and unpaid (whether or not authorized or declared) thereon, to, but not including, the date fixed for redemption, without interest, in which event such amount as may be adjusted shall be deemed to be the “Cash Amount” for purposes of the Partnership Agreement. Unless expressly stated otherwise herein, the redemption procedures and limitations of the Partnership Agreement shall govern any redemption of Series B-2 Preferred Units pursuant to this Section 6(b), applied and interpreted as if such Series B-2 Preferred Units were Common Units. All calculations under this Section 6 shall be made by rounding to the nearest cent.

***

CONTRIBUTION AND SUBSCRIPTION AGREEMENT AMONG

LMB LEWISTON, LLC, LMB FT. KENT, LLC, AND LMB AUBURN HILLS I, LLC,

THE MEMBERS OF LMB LEWISTON, LLC, LMB FT. KENT, LLC, AND LMB AUBURN HILLS I, LLC,

LLOYD M. BERNSTEIN, AS THE SPV REPRESENTATIVE, AND

GENERATION INCOME PROPERTIES, L.P.

February 6, 2025

Dollar General

5780 Waterlevel Highway East Cleveland, Tennessee 37323

Tractor Supply 1374 Glenn Center Drive

Kernersville, North Carolina 27284

Zaxby’s

3815 South Orlando Drive Sanford, Florida 32773

CONTRIBUTION AND SUBSCRIPTION AGREEMENT

THIS CONTRIBUTION AND SUBSCRIPTION AGREEMENT (this “Agreement”),

made and entered into this 6th day of February, 2025, by and among: (a) LMB LEWISTON, LLC, an Ohio limited liability company (“SPV One”), LMB FT. KENT, LLC, an Ohio limited liability company (“SPV Two”) and LMB AUBURN HILLS I, LLC, an Ohio limited liability company (“SPV Three”; and together with SPV One and SPV Two, the “SPVs”); (b) the undersigned members of SPV One (the “SPV One Members”), SPV Two (the “SPV Two Members”) and SPV Three (the “SPV Three Members”; and together with the SPV One Members and SPV Two Members, the “SPV Members,” each individually an “SPV Member”);

(c) LLOYD M. BERNSTEIN, an individual, solely in his capacity as representative of the SPVs and SPV Members (the “SPV Representative”) for the purposes set forth in Section 11.16, and

(d) and GENERATION INCOME PROPERTIES, L.P., a Delaware limited partnership (“GIPLP”).

W I T N E S S E T H:

WHEREAS, the SPV One Members collectively own one hundred percent (100%) of the issued and outstanding membership interests of SPV One (the “SPV One Interests”), and SPV One is the owner of good and indefeasible fee simple title to the Dollar General Parcel (hereinafter defined) located in Cleveland, Tennessee; and

WHEREAS, the SPV Two Members collectively own one hundred percent (100%) of the issued and outstanding membership interests of SPV Two (the “SPV Two Interests”), and SPV Two is the owner of good and indefeasible fee simple title to the Tractor Supply Parcel (hereinafter defined) located in Kernersville, North Carolina; and

WHEREAS, the SPV Three Members collectively own one hundred percent (100%) of the issued and outstanding membership interests of SPV Three (the “SPV Three Interests”; and together with the SPV One Interests and the SPV Two Interests, the “SPV Interests”), and SPV Three is the owner of good and indefeasible fee simple title to the Zaxby’s Parcel (hereinafter defined) located in Sanford, Florida; and

WHEREAS, the SPV Members desire to contribute, assign, transfer, convey and deliver, and GIPLP desires to acquire, accept and assume, all of the SPV Interests (subject to the Existing Debt of the SPVs) from the SPV Members, free and clear of all Encumbrances, in exchange for the Partnership Units (as defined herein), all in accordance with the terms and conditions set forth in this Agreement, such that following the Closing, GIPLP will own, directly or indirectly, all of the issued and outstanding SPV Interests, and (y) the SPV Members will own Partnership Units with an aggregate value equal to that of the Contribution Consideration.

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:

“Affiliate” shall mean a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Person in question.

“Amended Exhibit A” shall have the meaning set forth in Section 2.5 of this Agreement. “Anti-Terrorism Law” shall mean all laws, ordinances, codes, regulations and orders of

governmental agencies and departments relating to terrorism or money laundering, including, without limitation (1) Executive Order 13224, 66 Fed. Reg. 49079 (published September 25, 2001), (2) the USA Patriot Act, (3) the laws, ordinances, codes, regulations and orders comprising or implementing the Bank Secrecy Act, and (4) the laws, ordinances, codes, regulations and orders administered by the United States Treasury Department’s Office of Foreign Asset Control, as any of the foregoing may from time to time be amended, renewed, extended or replaced.

“Blocked Person” means any of the following: (1) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executed Order No. 13224; (2) a Person owned or controlled by, or acting for on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (3) a Person with which GIPLP (or its Affiliate) is prohibited by any Anti-Terrorism Law from dealing or otherwise engaging in any transaction; (4) a Person that supports, engages in, or conspires, attempts, or intends to engage in any transaction that violates, evades, or avoids, or has the purpose of violating, evading, or avoiding, or attempts or intends to violate, evade, or avoid, any of the prohibitions set forth in any Anti-Terrorism Law; (5) a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (6) a Person who is affiliated or associated with a Person listed above.

“Broker” shall have the meaning ascribed thereto in Section 10.1 of this Agreement. “Business Day” shall mean any day other than a Saturday, Sunday or other day on which

banking institutions in the State of Florida are authorized by law or executive action to close.

“Closing” shall mean the consummation of the transaction contemplated by this Agreement.

“Closing Date” shall mean the Effective Date or such later date mutually agreed upon in writing by the SPV Representative and GIPLP.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission Agreements” shall have the meaning ascribed thereto in Section 4.1(g) of this Agreement, and such agreements are more particularly described on EXHIBIT “C” attached hereto and made a part hereof.

“Common Stock” means the shares of common stock of GIPREIT.

“Contract” means any binding lease, indenture, agreement or other contract (in each case whether written or oral and whether express or implied).

“Contribution Consideration” shall be the applicable amount specified in Section 2.5 of this Agreement.

“Debt Assumption Limit” has the meaning set forth in Section 2.5.

“Effective Date” shall mean the last date upon which the parties hereto shall have executed this Agreement and shall have delivered at least one (1) fully executed counterpart of this Agreement to the other parties hereto.

“Encumbrance” means any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance; provided, that the term “Encumbrance” shall not be deemed to include any Permitted Exceptions.

“Environmental Law” shall mean any law, ordinance, rule, regulation, order, judgment, injunction 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” shall collectively mean (i) the Phase I Environmental Site Assessment Report prepared by GEOServices, LLC, dated February 12, 2021 and bearing Project No. 34-214031, as well as the Phase I Environmental Site Assessment Report prepared by GEOServices, LLC, dated May 13, 2020 and bearing Project No. 44-20361, each with respect to the Dollar General Parcel; (ii) the Phase I Environmental Site Assessment Report prepared by ECS, dated September 17, 2021 and bearing ECS Project No. 49:14968, as well as the Phase I Environmental Site Assessment Report prepared by ECS, dated August 9, 2019 and bearing ECS Project No. 49:9777, each with respect to the Tractor Supply Parcel; and (iii) the Phase I Environmental Site Assessment Report prepared by Universal Engineering Sciences, Inc., dated November 8, 2017, bearing Project No. 0140.1700377.0000, and Report No. 1505593 with respect to the Zaxby’s Parcel, copies of which were delivered by the respective SPVs to GIPLP prior to the full execution of this Agreement.

“Escrow Agent” shall mean First American Title Insurance Company located at 1 Urban Center, 4830 W. Kennedy Blvd., Suite 885, Tampa, Florida 33609.

“Existing Debt” shall have the meaning ascribed thereto in Section 2.5 of the Agreement.

“FIRPTA Affidavit” shall mean the form of FIRPTA Affidavit to be executed and delivered by each SPV Member to GIPLP at Closing in the form attached hereto as SCHEDULE 7.

“General Partner” shall mean Generation Income Properties, Inc., a Maryland corporation.

“GIPLP’s Certificate” shall have the meaning ascribed thereto in Section 5.2(e) of this Agreement.

“GIPREIT” shall mean Generation Income Properties, Inc., a Maryland corporation, which is the sole General Partner of GIPLP.

“Gross Asset Value” the gross asset value of the Property is $11,214,688.00.

“Hazardous Substances” shall mean any and all pollutants, contaminants, toxic or hazardous wastes 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” shall mean all buildings, structures, improvements, fixtures, equipment, drainage facilities, parking, apparatus and any other items required to be designed, constructed and/or installed by the SPVs (prior to Closing), as landlord under each Lease, pursuant to the terms and conditions of each Lease.

“Intangible Property” shall mean all intangible property, if any, owned by the SPVs and related solely to the Land and Improvements, including without limitation, each SPV’s rights and interests, if any, in and to the 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” shall collectively mean (i) that certain parcel of real property located in Cleveland, Tennessee, and more particularly described on EXHIBIT “A-1” attached hereto and made a part hereof (the “Dollar General Parcel”); (ii) that certain parcel of real property located in Kernersville, North Carolina, and more particularly described on EXHIBIT “A-2” attached hereto and made a part hereof (the “Tractor Supply Parcel”); and (iii) that certain parcel of real property located in Sanford, Florida, and more particularly described on EXHIBIT “A-3” attached hereto and made a part hereof (the “Zaxby’s Parcel”), together with all rights, privileges and easements appurtenant to said real property, and all right, title and interest of the SPVs, 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.

“Leases” shall collectively mean (i) that certain Lease entered into by and between Blackburn Holdings, LLC (“Blackburn”), as landlord, and Dolgencorp, LLC (“Dolgencorp”), as tenant, dated July 7, 2020, as affected by that certain Memorandum of Lease between Blackburn and Dolgencorp dated December 14, 2020, and recorded in Book 2748, Page 129 of the Bradley Conty, TN Register’s Office (the “Register”), as assigned by Blackburn to SPV One pursuant to that certain Assignment and Assumption of Lease and Guaranty dated May 14, 2021, and recorded in Book 2795, Page 837 of the Register, with respect to the Dollar General Parcel (collectively, the “Dollar General Lease”), including any guaranties of the Dollar General Lease, and any documents incorporated by reference in the Dollar General Lease, and all amendments or modifications with respect thereto; (ii) that certain Lease entered into by and between TKC CCLX, LLC (“TKC CCLX”), as landlord, and Tractor Supply Company, as tenant, dated February 11, 2020, as evidenced by a Memorandum of Lease recorded in Book 3510, Page 3573, in the Forsyth County Register of Deeds, State of North Carolina, with Tenant Acceptance Notice dated August 24, 2020 (confirming the Rent Commencement Date thereunder as August 7, 2020), which Lease was assigned by TKC CCLX to SPV Two pursuant to the Assignment dated October 22, 2021, and which is further evidenced or affected by the Memorandum of Assignment and Assumption of Lease recorded in Book 3650, Page 3528, and by Subordination, Non-Disturbance and Attornment Agreement recorded in Book 3650, Page 3732, all of the Forsyth County Register of Deeds, State of North Carolina, with respect to the Tractor Supply Parcel; and (iii) that certain Land and Building Lease Agreement entered into by and between SPV Three, as landlord, and M3 Food Group, LLC, as tenant, dated November 25, 2019, with respect to the Zaxby’s Parcel, including any guaranties of such leases, and any documents incorporated by reference in the leases, and all amendments or modifications with respect thereto.

“LPA Amendment” shall mean that certain amendment to the Partnership Agreement setting forth the terms, rights and preferences of the Partnership Units to be executed and adopted in connection with the closing of the transactions contemplated in this Agreement.

“Monetary Objection “ or “Monetary Objections” shall mean (a) any mortgage, deed of trust or similar security instrument encumbering all or any part of the Property in excess of the Debt Assumption Limit, (b) any mechanic’s, materialman’s 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 an SPV in the county or other applicable jurisdiction in which the Property is located.

“Partnership Agreement” shall mean that certain Amended and Restated Agreement of Limited Partnership of Generation Income Properties, L.P., as amended, a copy of which is attached hereto as EXHIBIT “D”.

“Partnership Units” shall mean for purposes hereof, the new series of Preferred Units designated pursuant to the Partnership Agreement of Generation Income Properties, L.P., as amended in connection with the transactions contemplated by this Agreement.

“Permitted Exceptions” shall mean, collectively, (a) liens for Taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent, (b) the Leases, (c) the Existing Debt, and (d) such other easements, restrictions and encumbrances that are approved by GIPLP pursuant to Section 3.4 of this Agreement.

“Person” shall 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” shall mean all furniture (including common area furnishings and interior landscaping items), carpeting, draperies, appliances, personal property (excluding any computer software which is licensed to an SPV), machinery, apparatus and equipment owned by an SPV and currently used exclusively in the operation, repair and maintenance of the Land and Improvements and situated thereon, as generally described on EXHIBIT “B” 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” shall mean the Land, the Improvements, each SPV’s right, title and interest in and to its respective Lease, any guaranties of each Lease and any Security Deposit, the Personal Property and the Intangible Property.

“Real Estate Taxes” shall have the meaning ascribed thereto in Section 5.4(a) of this Agreement.

“Rent Commencement Date” means the date each Tenant was obligated to commence paying rent and other charges and expenses under its Lease, as confirmed in writing by the Tenant, if applicable.

“SEC” shall mean the United States Securities and Exchange Commission. “Securities Act” shall mean the Securities Act of 1933, as amended.

“Security Deposit” shall mean any security deposits, rent or damage deposits or similar amounts (other than rent paid for the month in which the Closing occurs) actually held by an SPV with respect to each Lease.

“SPV Affidavit” shall mean collectively the various forms of owners’ affidavits to be given by each SPV, as applicable at Closing to the Title Company in the forms attached hereto collectively as SCHEDULE 5.

“SPV Certificate” shall mean the form of certificate to be executed and delivered by each SPV to GIPLP at the Closing with respect to the truth and accuracy of such SPV’s and its SPV Members’ warranties and representations contained in this Agreement in the form attached hereto as SCHEDULE 6.

“SPV Disclosure Materials Delivery Date” shall have the meaning ascribed thereto in Section 3.2(a) of this Agreement.

“Tax Return” shall mean any return (including any information return), report, statement declaration estimate, schedule, notice, notification, form, election, certificate or other document, election or information filed with or submitted to, or required to be filed with or submitted to any governmental authority with respect to Taxes.

“Taxes” shall mean (a) all federal, state, local, foreign and other taxes, assessments, charges, duties, fees, levies, imposts or other similar charges imposed by a governmental authority, including all income, franchise, profits, capital gain, capital stock, gross receipts, production, customs, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, windfall profits, premium, stamp, license, payroll, employment, social security, workers compensation, unemployment, disability, alternative minimum, add-on, value-added, capital, withholding and other taxes, and all estimated taxes, deficiency assessments, additions to tax and penalties and interest thereon; and (b) any liability for the payment of any amounts of the type described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing, allocation, or indemnity agreement, arrangement or understanding, or as a result of being liable for another Person’s taxes as a transferee or successor, by contract, or otherwise.

“Taxing Authority” shall mean any governmental authority responsible for the imposition of any Tax.

“Tenant” shall mean the entity leasing all or any portion of the Property pursuant to each Lease, including each of their successors and permitted assigns.

“Tenant Approval and Consent” shall mean any prior approvals, consents or requirements of each Tenant that may be necessary under each Lease or reasonably requested by GIPLP in order to consummate the transaction contemplated by this Agreement, including all documentation required to be executed by the Tenant, each SPV and GIPLP (or its Affiliate) to effectuate same.

“Tenant Estoppel Certificate” shall mean a certificate to be obtained by each SPV from its respective Tenant and certified to GIPLP consistent with the terms set forth in Section 6.1(e) of this Agreement.

“Tenant Inducement Costs” shall mean any out-of-pocket payments required under each Lease to be paid by an SPV or for the benefit of Tenant which is in the nature of a tenant inducement, including specifically, but without limitation, tenant improvement costs, lease buyout payments, and moving, design, refurbishment allowances and costs. The term “Tenant Inducement Costs” shall not include loss of income resulting from any free rental period, it being understood and agreed that each SPV shall bear the loss resulting from any free rental period until the Closing Date and that GIPLP shall bear such loss from and after the Closing Date.

“Tenant Notice of Transfer” shall have the meaning ascribed thereto in Section 5.1(n) of this Agreement.

“Title Company” shall mean Fidelity National Title Insurance Company, First American Title Insurance Company, Old Republic National Title Insurance Company, or other national title insurance company acceptable to GIPLP.

“Title Commitment” shall have the meaning ascribed thereto in Section 3.4 of this Agreement.

ARTICLE 2.

CONTRIBUTION OF THE SPV INTERESTS

$4,190,793.00. The number of Partnership Units that the SPV Members will receive in respect of the Partnership Units Value is 698,465 ($4,190,793 / $6).

Notwithstanding anything to contrary stated in this Agreement, in the event the Existing Debt exceeds $7,174,804 as of the Closing Date (the “Debt Assumption Limit”), including any accrued but unpaid interest, as confirmed by payoff letters and/or estoppel certificates received from each SPV’s Lender, the applicable SPVs shall fully pay to the Escrow Agent at Closing, for credit to each SPV’s Lender, the amount by which the outstanding balance and accrued but unpaid interest exceeds the Debt Assumption Limit; provided, however, in the event GIPLP, at its election, pays any such excess, the SPV Members shall reimburse GIPLP for such amount or the number of Partnership Units issued to the SPV Members shall be adjusted to reflect such payment by GIPLP. Each SPV Member acknowledges that the Partnership Units are not certificated and that, therefore, the issuance of the Partnership Units shall be evidenced by the execution and delivery of an amended Exhibit A to the Partnership Agreement (the “Amended Exhibit A”). GIPLP shall be entitled to deduct and withhold from any portion of the consideration issued or paid to the SPV Members such amounts as it is required to deduct and withhold from such payment under the Code or any provision of U.S. federal, state, local or foreign tax law. To the extent that any such amounts are withheld, they shall be treated for all purposes of this Agreement as having been paid to the applicable SPV Members in respect of which such deduction and withholding was made by GIPLP.

(e) unless expressly stated otherwise herein, the redemption procedures, time periods, restrictions, and limitations of the Partnership Agreement that are applicable to a redemption of Common Units (within the meaning of the Partnership Agreement) shall apply to any redemption of each SPV Member’s Partnership Units.

(i) GIPREIT’s filing of a registration statement under the Securities Act and (ii) a date within seventy-one (71) days of the date GIPREIT files with the SEC a current report on Form 8-K with respect to the Closing. Each SPV and each of the SPV Members shall promptly provide GIPREIT with all Records as reasonably requested by GIPREIT in order to permit GIPREIT to prepare and timely file with the SEC, the Rule 3-14 Audit. Each SPV and each of the SPV Members agrees to use commercially reasonable and good faith efforts to provide such Records at least thirty (30) days prior to the filing deadline for the respective Rule 3-14 Audit; provided, that if any request is made within the foregoing thirty-day period, Seller shall use commercially reasonable and good faith efforts to promptly provide the applicable Records within five (5) business days of such request. As used in this Section 2.9, “Records” shall mean the financial statements, including balance sheets, income statements, stockholders’ equity statements and cash flow statements and related notes prepared in accordance with United States generally accepted accounting standards, and any and all books, records, correspondence, financial data, bank statements, Leases, delinquency reports and all other documents and matters in the possession of each such SPV or its agents and relating to receipts, expenditures, contributions and distributions reasonably necessary to complete (i) an audit pertaining to such SPV’s Property for the most recent full calendar year and the interim period of the current calendar year and (ii) Pro Formas pertaining to such SPV’s Property for the most recent full calendar year and the interim period of the current calendar year.

ARTICLE 3.

GIPLP’S INSPECTION AND REVIEW RIGHTS

its assets.

SPV Representative shall have a continuing duty to make supplemental deliveries to GIPLP of any addition or modification to the SPV Disclosure Materials that come into an SPV’s possession between the Effective Date and the date of the final Closing.

ARTICLE 4.

REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS

authorized to conduct business in the State of Tennessee. SPV Two is a duly organized and validly existing limited liability company under the laws of the State of Ohio and is authorized to conduct business in the State of North Carolina. SPV Three is a duly organized and validly existing limited liability company under the laws of the State of Ohio and is authorized to conduct business in the State of Florida. Such SPV has the right, power, and authority to enter into this Agreement, to engage in the transactions contemplated in this Agreement and to perform and observe the terms and provisions hereof. The execution, delivery and performance by each SPV of this Agreement and the consummation of the transactions contemplated hereby, do not and will not require the consent, notice or other action by any Person.

violates, evades, or avoids, or has the purpose of violating, evading, or avoiding, or attempts or intends to violate, evade, or avoid, any of the prohibitions set forth in Executive Order No. 13224 or any Anti-Terrorism Law.

(iii) involves condemnation or eminent domain proceedings involving the Property or any portion thereof.

released, stored, treated, generated, disposed of, or allowed to escape on, in, or under the Property; (ii) no asbestos or asbestos containing materials have been installed, used, incorporated into, or disposed of on the Property except in accordance with all laws, rules, regulations and ordinances pertaining to same; (iii) no PCB’s have been located on or in the Property; (iv) no underground storage tanks are 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 such SPV of the presence of any mold or fungus on the Property. Such SPV 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 such SPV 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. To such SPV’s knowledge, the Property has not previously been used as a landfill, a cemetery, or a dump for garbage or refuse by such SPV 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 Leases.

Tennessee. The SPV Two Members collectively own one hundred percent (100%) of the issued and outstanding SPV Two Interests, and SPV Two is the sole owner of good and indefeasible fee simple title to the Tractor Supply Parcel located in Kernersville, North Carolina. The SPV Three Members collectively own one hundred percent (100%) of the issued and outstanding SPV Three Interests, and SPV Three is the sole owner of good and indefeasible fee simple title to the Zaxby’s Parcel located in Sanford, Florida.

Changes.

the balance sheet of such SPV as of December 31, 2024, and the related statements of income for the fiscal years then ended (the “Financial Statements”) have been delivered to GIPLP. The Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the period involved. The Financial Statements are based on the books and records of such SPV and fairly present, in all material respects, the financial condition of such SPV as of the respective dates for which they were prepared and the results of the operations of such SPV for the periods indicated. The balance sheet of such SPV as of December 31, 2024 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date.” Such SPV maintains a standard system of accounting established and administered in accordance with GAAP.

(aa) Related Party Contracts. No manager, director, officer, stockholder, member, partner or any Affiliate of such SPV or any individual in such manager’s, director’s, officer’s, stockholder’s, member’s, partner’s or Affiliate’s immediate family or any entity controlled by any such manager, director, officer, stockholder, member, partner or Affiliate has

(i) any direct or indirect material interest in any Person that competes with the business of such SPV, (ii) any interest in any material asset that is used by such SPV in the conduct of its business or (iii) is party to any Contract or transaction with or provides any services to such SPV.

(bb) Employees. Such SPV has had no employees or independent contractors since inception.

(cc) Benefit Plans. Such SPV is not acting on behalf of an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, a “plan” within the meaning of Section 4975 of the Code, or an entity deemed to hold “plan assets” within the meaning of 29 C.F.R § 2510.3-101 of any such employee benefit plan or plans.

(dd) SPV Affidavit. All statements made in each SPV Affidavit are complete, accurate, true and correct in all material respects.

The representations and warranties made in Section 4.1 of this Agreement by such SPV shall be continuing and shall be deemed remade in all material respects by such SPV as of the Closing Date, with the same force and effect as if made on, and as of, such date (except to the extent which any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date). All representations and warranties made in this Agreement by such SPV shall survive the Closing for

a period of three (3) years (the “Limitation Period”), and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, GIPLP gives the SPV Representative written notice prior to the expiration of said three (3) 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 with respect to (i) acts involving an actual fraud or intentional misrepresentation on behalf of such SPV or any SPV Member, or (ii) a breach of the representation and warranty made in Section 4.1(dd).

If, subject to the terms, conditions and applicable limitations provided herein: (a) GIPLP makes a claim against the SPV Members with regard to a breach of or inaccuracy in a representation or warranty by an SPV under this Section or by an SPV Member under Section 4.3, which expressly survives Closing, and (b) either such losses have been agreed to by the parties hereto or GIPLP obtains a final and non-appealable judgment against such SPV Member that remains unpaid for a period of thirty (30) days, then the SPV Members agree that GIPLP shall have the right to satisfy any losses or indemnifiable amounts owing by the SPV Members by cancellation and forfeiture of Partnership Units for no consideration. In the event that any indemnifiable amounts owing by any SPV Member is satisfied, in whole or in part, by the cancellation and forfeiture of Partnership Units for no consideration, GIPLP shall have the right to, and the applicable SPV Members shall be required to, transfer to GIPLP, for no consideration, a number of Partnership Units having an aggregate Fair Market Value equal to the applicable unpaid indemnity payment amount (such Partnership Units, the “Forfeited Indemnity Units”), together with any unit powers, unit certificates or other documents or instruments specific to such Forfeited Indemnity Units and deemed reasonably necessary by GIPLP. The “Fair Market Value” of each Partnership Unit shall be an amount equal to $6.00 per Partnership Unit. With respect to any transfer of Partnership Units in accordance with this Section, GIPLP shall have the right, without any further action on the part of any SPV Member or any other Person, to transfer on GIPLP’s books a number of Partnership Units owned by the applicable SPV Members equal to the aggregate amount of Forfeited Indemnity Units and to cancel any and all Partnership Unit certificates, if any, representing such Forfeited Indemnity Units in exchange for issuing to such SPV Member, as applicable, a new certificate (if such securities are certificated) representing any Partnership Units owned by such SPV Member in excess of the Forfeited Indemnity Units. Each SPV and each SPV Member acknowledges and agrees that GIPLP has relied and has the right to rely upon the foregoing in connection with GIPLP’s consummation of the transaction set forth in this Agreement.

Subject to the immediately preceding paragraph, the SPV Members of each SPV, jointly and severally, hereby agree to indemnify, protect, defend (through attorneys reasonably acceptable to GIPLP) and hold harmless GIPLP and its subsidiaries, affiliates, officers, directors, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses, including reasonable attorneys’ fees actually incurred (collectively, the “Losses”)) (i) which may be asserted against or suffered by GIPLP 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 such SPV or SPV Member made herein or in any instrument or document delivered by such SPV or SPV Member pursuant hereto or (ii) which may at any time following the Closing Date be asserted against or suffered by GIPLP arising out of or

resulting from any matter pertaining to the operation of the Property prior to the Closing Date (whether asserted or accruing before or after Closing).

The SPV Members of each SPV shall not be liable to indemnify GIPLP for Losses resulting from or on account of a breach of any representation or warranty on the part of such SPV or SPV Member made herein or in any instrument or document delivered by such SPV or SPV Member pursuant hereto, until the aggregate amount of all Losses in respect of such indemnification exceeds $10,000.00 (the “Threshold Amount”), in which event such SPV Member shall be required to pay or be liable for the full amount of all such Losses of GIPLP or the Property, including the Threshold Amount. For purposes of determining the existence of any inaccuracy in or breach of any representation or warranty and calculating the amount of any Losses with respect thereto, any materiality, material adverse effect or other similar qualifications in the representations and warranties shall be disregarded.

(i) file an entity classification election pursuant to Treasury Regulations Section 301.7701-3(c) to be treated as an association taxable as a corporation for federal income Tax purposes; (ii) make or change any other Tax elections, commence, settle, compromise or take any other action with

respect to any claim, action, investigation, examination or other proceeding in respect of Taxes;

(iii) request a ruling or determination from any Taxing Authority; (iv) change any Tax accounting period, adopt or change any method of Tax accounting; (v) file any amended Tax Return, enter into any Tax allocation, sharing, indemnity or similar agreement; (vi) surrender any right to claim a Tax refund, consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment, or (vii) take any action which has the effect of any of the foregoing.

transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of such SPV.

(a) violate or conflict with any provision of the governing documents of such SPV Member (if such SPV Member is an entity); (b) violate or conflict with any provision of any Law or any order, writ, judgment, injunction, decree, determination, penalty, or award entered by or with any governmental authority applicable to such SPV Member or the SPV Interests being contributed to GIPLP hereunder; (c) require the consent, notice, or filing with or other action by any Person or require any permit, license, or governmental order; (d) violate or conflict with, result in the acceleration of, or create in any party the right to accelerate, terminate, or modify any contracts, to which such SPV Member is a party or by which such SPV Member is bound; or (e) result in the creation or imposition of any Encumbrance on any of the SPV Interests being contributed to GIPLP hereunder.

edgar?action=getcompany&CIK=0001651721&owner=exclude&count=40).

Internal Revenue Code of 1986, as amended. Subject to certain further restrictions and except as expressly provided in GIPREIT’s charter, (i) no person may beneficially or constructively own shares of GIPREIT’s common stock in excess of 9.8% (in value or number of shares) of the outstanding shares of common stock of the REIT unless such person is an excepted holder (in which case the excepted holder limit shall be applicable); (ii) no person may beneficially or constructively own shares of capital stock of GIPREIT in excess of 9.8% of the value of the total outstanding shares of capital stock of GIPREIT, unless such person is an excepted holder (in which case the excepted holder limit shall be applicable); (iii) no person may beneficially or constructively own capital stock that would result in GIPREIT being “closely held” under section 856(h) of the Internal Revenue Code or otherwise cause GIPREIT to fail to qualify as a real estate investment trust; and (iv) no person may transfer shares of capital stock if such transfer would result in the capital stock of GIPREIT being owned by fewer than 100 persons.

RELYING UPON ANY ADVICE OR ANY INFORMATION OR MATERIAL FURNISHED BY GIPLP OR GIPREIT OR THEIR RESPECTIVE REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER, REGARDING ANY TAX MATTERS, INCLUDING, WITHOUT LIMITATION, TAX CONSEQUENCES TO SUCH SPV MEMBER FROM THE TRANSACTION CONTEMPLATED HERE OR AS TO CREDITS, PROFITS, LOSSES OR CASH FLOW WHICH MAY BE RECEIVED OR SUSTAINED AS A RESULT OF THE CONTRIBUTIONS AND EXCHANGES.

Subject to the last paragraph of Section 4.1, each of the SPV Members shall severally, but not jointly and severally, indemnify and defend each of GIPLP and its Affiliates and its and their

respective representatives against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all losses incurred or sustained by, or imposed upon, GIPLP based upon, arising out of, with respect to, or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of such SPV Member in this Agreement or the other transaction documents to which such SPV Member is a party; and (b) any breach or non- fulfillment of any covenant, agreement, or obligation to be performed by such SPV Member pursuant to this Agreement or the other transaction documents to which such SPV Member is a party.

The representations and warranties made in this Agreement by GIPLP shall be continuing and shall be deemed remade by GIPLP 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 GIPLP shall survive the Closing for a period of twelve (12) months, and upon expiration thereof shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the SPV Representative gives GIPLP written notice prior to the expiration of said twelve (12) month 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 with respect to acts involving fraud or intentional misrepresentation on behalf of GIPLP.

Subject to the terms of this Agreement, GIPLP hereby agrees to indemnify, protect, defend (through attorneys reasonably acceptable to the SPV Representative) and hold harmless each SPV Member and its affiliates, officers, directors, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) which may be asserted against or suffered by the SPV Members after the Closing Date as a result or on account of any breach of any representation, warranty or covenant on the part of GIPLP made herein or in any instrument or document delivered by GIPLP pursuant hereto.

ARTICLE 5.

CLOSING DELIVERIES, CLOSING COSTS AND PRORATIONS

“Assignment of SPV Interests”), assigning as directed by GIPLP all of such SPV Member’s right, title, and interest in such SPV Member’s SPV Interests.

4.4 of this Agreement;

prior to the receipt by an SPV 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 year’s tax bill.

proration to be calculated on the same basis as hereinabove set forth. Each of the SPV Members hereby waives their right to file any administrative or legal action against any Tenant under any Lease for sums due an SPV for periods attributable to an SPV’s ownership of the Property, except that the SPVs, at the request of the SPV Representative and at the sole cost and expense of the SPV Members, may continue to pursue any legal proceedings commenced prior to Closing; but the SPVs shall not be required to commence or pursue any legal proceedings against any Tenant seeking eviction of such Tenant or the termination of the applicable Lease unless consented to by GIPLP in writing. The SPVs shall be responsible for collecting and remitting all of their respective sales and use taxes that are due or become due on rent payments under each Lease received by them prior to Closing. GIPLP shall be responsible for collecting and remitting all sales and use taxes that become due on rent payments under each Lease received by GIPLP after Closing. The provisions of this Section 5.4(c) shall survive the Closing.

ARTICLE 6.

CONDITIONS TO CLOSING

ARTICLE 7.

CASUALTY AND CONDEMNATION

In the event of any material damage or destruction to the Property or any portion thereof, GIPLP may, at its option, by notice to SPV Representative given within the earlier of twenty (20) days after GIPLP is notified by SPV Representative of such damage or destruction, or the Closing Date, but in no event less than ten (10) days after GIPLP is notified by SPV

Representative of such damage or destruction (and if necessary the Closing Date shall be extended to give GIPLP the full 10-day period to make such election): (i) terminate this Agreement, or (ii) proceed to close under this Agreement, receive (and the applicable SPV Members will assign to GIPLP at the Closing their rights under insurance policies to receive) any insurance proceeds due such SPV or SPV Members 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 GIPLP shall receive a credit at Closing for any deductible amount under said insurance policies. If GIPLP fails to deliver to SPV Representative notice of its election within the period set forth above, GIPLP will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the preceding sentence. If GIPLP elects clause (ii) above, the SPV Members and SPV Representative will cooperate with GIPLP after the Closing to assist GIPLP in obtaining the insurance proceeds from the insurers. For purposes of this Agreement “material damage or destruction” shall mean all instances of damage or destruction that are not immaterial, as defined herein.

(30) days after the receipt of such notice from the SPV Representative, elect to cancel this Agreement. If GIPLP chooses to cancel this Agreement in accordance with this Section 7.2, then 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 GIPLP does not elect to cancel this Agreement in accordance herewith, this Agreement shall remain in full force and effect and the contribution of the SPV Interests contemplated by this Agreement, less the value of 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 Contribution Consideration, and at the Closing, the shall assign, transfer, and set over to GIPLP all of the right, title, and interest of the SPV Members 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 GIPLP shall not have elected to terminate this Agreement as provided in this Section 7.2 (and either the 30-day period within which GIPLP has a right to terminate this Agreement pursuant to this Section 7.2 has expired or GIPLP has agreed to waive its right to terminate this Agreement) (i) GIPLP shall thereafter be permitted to participate in the proceedings as if GIPLP were a party to the action, and (ii) the SPVs and SPV Members shall not settle or agree to any award or payment pursuant to condemnation, eminent domain, or sale in lieu thereof without obtaining GIPLP’s prior written consent thereto in each case.

ARTICLE 8.

DEFAULT AND REMEDIES

exercise by GIPLP of an express right of termination granted herein, and such default is not cured within ten (10) days after written notice thereof to GIPLP, the SVP Members shall be entitled, as its sole remedy hereunder, to terminate this Agreement and receive reimbursement for the SVP Members’ actual out-of-pocket costs and expenses incurred with respect to this transaction (not to exceed $75,000) which shall be reimbursed by GIPLP to the SVP Members within ten (10) business days after the SVP Members’ delivery of commercially reasonable documentation supporting such costs and expenses (in such event, the right to reimbursement of costs shall be full liquidated damages and, except as set forth herein, shall be SVP Members’ sole and exclusive remedy in the event of a default hereunder by GIPLP, and the SVP Members each hereby waives and releases any right to sue GIPLP for damages). The right to terminate this Agreement is SVP Members’ sole and exclusive remedy in the event of default hereunder by GIPLP, and the SVP Members hereby waives and releases any right to (and hereby covenants that it shall not) sue the GIPLP: (a) for specific performance of this Agreement, or (b) to recover actual damages.

ARTICLE 9. ASSIGNMENT

ARTICLE 10.

BROKERAGE COMMISSIONS

and have not received services from any other broker, realtor, or agent or any employees or independent contractors of any broker, realtor or agent, and that, there are and will be no broker’s, realtor’s or agent’s commissions or fees payable in connection with this Agreement or the purchase and sale of the SPV Interests by reason of their respective dealings, negotiations or communications. Each party hereto agrees to hold the other parties hereto harmless from and to indemnify the other against any liabilities, damages, losses, costs, or expenses incurred by the other in the event of the breach or inaccuracy of any covenant, warranty or representation made by it in this Section 10.1. The provisions of this Section 10.1 shall survive the Closing or earlier termination of this Agreement.

ARTICLE 11.

MISCELLANEOUS

GIPLP: Generation Income Properties, Inc. 401 East Jackson Street, Suite 3300

Tampa, Florida 33602 Attention: David Sobelman Email: [email protected]

with a copy to: Trenam Law

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

Attention: Timothy M. Hughes, Esq. Facsimile (727) 502-3408

Email: [email protected]

SPVs: LMB Lewiston, LLC; LMB Ft. Kent, LLC;

MB Auburn Hills I, LLC 4212 Airport Road, Suite 209

Cincinnati, Ohio 45226 Attn: Lloyd M. Bernstein Email: [email protected]

with a copy to: Philip A. Zukowsky, Esq. Dinsmore & Shohl LLP Fifth Third Center

One South Main Street, Suite 1300 Dayton, Ohio 45402

Email: [email protected]

Escrow Agent: First American Title Insurance Company 1 Urban Center

4830 W. Kennedy Blvd., Suite 885

Tampa, Florida 33609 Attention: Sean Sanford Email: [email protected]

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.

supplemental escrow instructions, the terms of this Agreement will control unless a contrary intent is expressly indicated in the supplemental instructions and such supplemental instructions are signed by both the SPV Representative and GIPLP.

[Remainder of Page Blank – Signatures begin on Next Page]

IN WITNESS WHEREOF, the SPVs, the SPV Members, and GIPLP have executed this Agreement as of the date set forth below their respective signatures.

“GIPLP”

GENERATION INCOME PROPERTIES, L.P.,

a Delaware limited partnership

By: /s/ David Sobelman

David Sobelman Authorized Representative

Date of Execution:

February 6 , 2025

[Signature Page to Contribution and Subscription Agreement (continued)]

Docusign Envelope ID: 73D3648B-E7E4-481A-9FE1-BC718966F19F

IN WITNESS WHEREOF, the SPVs, the SPV Members, and GIPLP have executed this Agreement as of the date set forth below their respective signatures.

“SPVs”

LMB Lewiston, LLC,

an Ohio limited liability company

By: /s/ Lloyd Bernstein

Lloyd M. Bernstein, Sole Member

LMB Ft. Kent, LLC,

an Ohio limited liability company

By: /s/ Lloyd Bernstein

Lloyd M. Bernstein, Sole Member

LMB Auburn Hills I, LLC,

an Ohio limited liability company

By: /s/ Lloyd Bernstein

Lloyd M. Bernstein, Sole Member Date of Execution:

February 6, 2025 “GIPLP”

GENERATION INCOME PROPERTIES, L.P.,

a Delaware limited partnership

By: /s/ David Sobelman David Sobelman

Authorized Representative Date of Execution:

February 6, 2025

[Signature Page to Contribution and Subscription Agreement]

IN WITNESS WHEREOF, the SPVs, the SPV Members, and GIPLP have executed this Agreement as of the date set forth below their respective signatures.

“SPV REPRESENTATIVE”

/s/ Lloyd Bernstein

LLOYD M. BERNSTEIN, solely in his capacity as the SPV Representative

“SPV MEMBERS”

/s/ Lloyd Bernstein

LLOYD M. BERNSTEIN as:

Sole Member of LMB Lewiston, LLC, an Ohio limited liability company

/s/ Lloyd Bernstein

LLOYD M. BERNSTEIN,

as Sole Member of LMB Ft. Kent, LLC, an Ohio limited liability company

/s/ Lloyd Bernstein

LLOYD M. BERNSTEIN,

as Sole Member of LMB Auburn Hills I, LLC, an Ohio limited liability company

Address: 4212 Airport Road, Suite 209,

Cincinnati, Ohio 45226

Date of Execution: February 6, 2025

[Signature Page to Contribution and Subscription Agreement (continued)]

SCHEDULE OF EXHIBITS

SCHEDULE OF AGREED-UPON FORM CLOSING DOCUMENTS

Exhibit A-1

Description of Dollar General Parcel

Exhibit A-2

Description of Tractor Supply Parcel

The Land referred to herein below is situated in the City of Winston-Salem, County of Forsyth, State of North Carolina, and is described as follows:

ALL THAT CERTAIN LOT OR PARCEL OF LAND SITUATED IN THE CITY OF WINSTON-SALEM, FORSYTH COUNTY, NORTH CAROLINA AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

ALL THAT CERTAIN LOT OR PARCEL OF LAND SITUATED IN FORSYTH COUNTY, NORTH CAROLINA, CALLED NEW LOT 1B-2, CONTAINING 3.75 ACRES, AS SHOWN ON PLAT ENTITLED "SUBDIVISION SURVEY FOR PRIME PROPERTY, LLC-GLENN CENTER DRIVE, CREATING NEW LOTS 1B-1 AND 1B-2, TOWNSHIP: WINSTON, 1375 GLENN CENTER DRIVE, KERNERSVIILE, FORSYTH COUNTY, NORTH CAROLINA" RECORDED IN PLAT BOOK 71, PAGE 50, FORSYTH COUNTY REGISTRY, NORTH CAROLINA.

TOGETHER WITH THOSE NON-EXCLUSIVE EASEMENT RIGHTS SHOWN ON THE SHOPPES @ GLENN CROSSING, RECORDED IN PLAT BOOK 52, PAGE 85, FORSYTH COUNTY REGISTRY, NORTH CAROLINA.

TOGETHER WITH THOSE EASEMENT RIGHTS CONTAINED IN THAT DEED, RECORDED IN BOOK 2770, PAGE 1477, FORSYTH COUNTY REGISTRY, NORTH CAROLINA.

TOGETHER WITH THOSE EASEMENT RIGHTS CONTAINED IN THAT AMENDED AND SECOND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE SHOPPES @ GLENN CROSSING, RECORDED IN BOOK 3244, PAGE 1010, AFFECTED BY THAT FIRST AMENDMENT TO AMENDED AND SECOND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE SHOPPES @ GLENN CROSSING, RECORDED IN BOOK 3324, PAGE 3539, ALSO AFFECTED BY THAT SECOND AMENDMENT TO AMENDED SECOND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE SHOPPES @ GLENN CROSSING, RECORDED IN BOOK 3435, PAGE 519 AND FURTHER AFFECTED BY THAT THIRD AMENDMENT TO SECOND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE SHOPPES @ GLENN CROSSING, RECORDED IN BOOK 3510, PAGE 3360, FORSYTH COUNTY REGISTRY, NORTH CAROLINA, AND FURTHER AFFECTED BY THAT FOURTH AMENDMENT TO SECOND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE SHOPPES @ GLENN CROSSING, RECORDED IN BOOK 3764, PAGE 2828, FORSYTH COUNTY REGISTRY, NORTH CAROLINA, AND FURTHER AFFECTED BY THAT FIFTH AMENDMENT TO SECOND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE SHOPPES @ GLENN CROSSING, RECORDED IN BOOK 3800, PAGE 4324, FORSYTH COUNTY REGISTRY, NORTH CAROLINA.

TOGETHER WITH THOSE EASEMENT RIGHTS CONTAINED IN THAT DECLARATION OF EASEMENTS AND RESTRICTIONS, RECORDED IN BOOK 3510, PAGE 3085, FORSYTH COUNTY REGISTRY, NORTH CAROLINA.

Exhibit A-3

Description of Zaxby’s Parcel

Exhibit B

List of Personal Property None.

Exhibit C

List of Existing Commission Agreements None.

Exhibit D

Form of Partnership Agreement (See attached).

EXHIBIT 6.2

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

GENERATION INCOME PROPERTIES, L.P.

(a Delaware limited partnership)

Dated as of March 23, 2018

Table of Contents

2.01. Formation of the Partnership 7

ARTICLE I DEFINED TERMS 1ARTICLE II FORMATION OF PARTNERSHIP 7

2.03. Registered Office and Agent; Principal Office 8

2.05. Filing of Certificate and Perfection of Limited Partnership. 9

ARTICLE III BUSINESS OF THE PARTNERSHIP 92.06. Certificates Describing Partnership Units 9

4.01. Capital Contributions. 10ARTICLE IV CAPITAL CONTRIBUTIONS AND ACCOUNTS 9

4.03. Additional Funding. 12

4.05. Conversion of LTIP Units. 15

4.07. Percentage Interests. 174.06. Capital Accounts 17

4.09. Return of Capital Contributions. 184.08. No Interest on Contributions. 18

ARTICLE V PROFITS AND LOSSES; DISTRIBUTIONS 184.10. No Third Party Beneficiary. 18

5.02. Distribution of Cash. 21

5.04. No Right to Distributions in Kind. 22

5.06. Distributions Upon Liquidation. 225.05. Limitations on Return of Capital Contributions 22

ARTICLE VI RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER 225.07. Substantial Economic Effect. 22

6.02. Delegation of Authority. 24

6.04. Liability of the General Partner. 26

6.06. Outside Activities. 276.05. Partnership Obligations. 27

6.08. General Partner Activities. 286.07. Employment or Retention of Affiliates. 27

ARTICLE VII CHANGES IN GENERAL PARTNER 286.09. Title to Partnership Assets. 28

7.04. Removal of General Partner. 31

7.02. Admission of a Substitute or Additional General Partner. 307.03. Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner. 30

8.01. Management of the Partnership. 31ARTICLE VIII RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS 31

8.03. Limitation on Liability of Limited Partners. 318.02. Power of Attorney. 31

8.05 Registration. 338.04. Redemption Right. 31

9.01. Purchase for Investment. 35ARTICLE IX TRANSFERS OF PARTNERSHIP INTERESTS 35

9.03. Admission of Substitute Limited Partner. 369.02. Restrictions on Transfer of Partnership Units. 35

9.05. Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner. 379.04. Rights of Assignees of Partnership Units. 37

ARTICLE X BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 389.06. Joint Ownership of Partnership Units. 38

10.02. Custody of Partnership Funds; Bank Accounts. 3810.01. Books and Records. 38

10.04. Annual Tax Information and Report. 3910.03. Fiscal and Taxable Year. 38

ARTICLE XI AMENDMENT OF AGREEMENT; MERGER 4010.05. Tax Classification; Tax Matters Partner; Tax Elections; Special Basis Adjustments. 39

11.02. Merger of Partnership. 4011.01. Amendment of Agreement. 40

12.01. Notices. 41ARTICLE XII GENERAL PROVISIONS 41

12.03. Additional Documents. 4112.02. Survival of Rights 41

12.05. Entire Agreement. 4112.04. Severability. 41

12.07. Headings. 4112.06. Pronouns and Plurals. 41

12.09. Governing Law. 4212.08. Counterparts. 41

EXHIBIT A Partners, Capital Contributions and Percentage Interests 4512.10. Limitation to Preserve REIT Status. 42

EXHIBIT C-1 Certification Of Non-Foreign Status (For Redeeming Limited Partners That Are Entities) 47EXHIBIT B Notice of Redemption 46

EXHIBIT D Notice Of Election By Partner To Convert LTIP Units Into Common Units 49EXHIBIT C-2 Certification Of Non-Foreign Status (For Redeeming Limited Partners That Are Individuals) 48

EXHIBIT E Notice Of Election By Partnership To Force Conversion Of LTIP Units Into Common Units 50

LIMITED PARTNERSHIP AGREEMENT OF

GENERATION INCOME PROPERTIES, L.P. A DELAWARE LIMITED PARTNERSHIP

This Limited Partnership Agreement (this “Agreement”) of Generation Income Properties, L.P. is entered into this [ ] day of [ ] 2018 between Generation Income Properties, Inc., a Maryland corporation (the “General Partner”), and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article I.

WHEREAS, the General Partner intends to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended;

WHEREAS, a Certificate of Limited Partnership for the Partnership was filed with the Secretary of State of the State of Delaware on October 6, 2015, with Generation Income Properties, Inc., as the General Partner;

WHEREAS, prior to the date hereof, the Partnership has not issued any Partnership Interests in the Partnership or admitted any Persons as Limited Partners of the Partnership;

WHEREAS, on the date hereof, the General Partner desires to admit the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners of the Partnership; and

WHEREAS, to establish their respective rights and obligations in connection with all of the foregoing and certain other matters, the parties hereto desire to enter into this Agreement.

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

ARTICLE I DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

“Act” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time. “Additional Securities” means any: (1) shares of capital stock of GIP REIT now or hereafter authorized or

reclassified that have dividend rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the REIT Shares (“Preferred Shares”), (2) REIT Shares, (3) shares of capital stock of GIP REIT now or hereafter authorized or reclassified that have dividend rights, or rights upon liquidation, winding up and dissolution, that are junior in rank to the REIT Shares (“Junior Shares”) and (4)(i) rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase or otherwise acquire REIT Shares, Preferred Shares or Junior Shares, or (ii) indebtedness issued by GIP REIT that provides any of the rights described in clause (4)(i) of this definition (any such securities referred to in clause (4)(i) or (ii) of this definition, “New Securities”).

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“Administrative Expenses” means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clauses (i) or (ii) above, REIT Expenses; provided, however that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to Properties or interests in a Subsidiary that are owned by the General Partner other than through its ownership interest in the Partnership.

“Affiliate” means (i) any Person that, directly or indirectly, controls or is controlled by or is under common control with such Person, (ii) any other Person that owns, beneficially, directly or indirectly, 10% or more of the outstanding capital stock, shares or equity interests of such Person, or (iii) any officer, director, employee, partner, member, manager or trustee of such Person or any Person controlling, controlled by or under common control with such Person. For the purposes of this definition, “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities or partnership interests, contract or otherwise.

“Aggregate Share Ownership Limit” has the meaning set forth in the Articles.

“Agreed Value” means (i) in the case of any Contributed Property, the fair market value of such property as of the time of its contribution to the Partnership, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed; and (ii) in the case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution as determined under Section 752 of the Code and the Regulations thereunder; and otherwise (iii) the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner and the General Partner. The names and addresses of the Partners, number of Partnership Units issued to each Partner, and the Agreed Value of non-cash Capital Contributions as of the date of contribution is set forth on Exhibit A, as it may be amended or restated from time to time.

“Agreement” means this Limited Partnership Agreement, of Generation Income Properties, L.P., as it may be amended, supplemented or restated from time to time.

“Articles” means the Articles of Incorporation of the General Partner, as amended or restated from time to time, filed with the Maryland State Department of Assessments and Taxation.

“Board of Directors” means the Board of Directors of Generation Income Properties, Inc.

“Capital Contribution” means the total amount of cash, cash equivalents and the Agreed Value of any Property or other asset contributed or agreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to the terms of the Agreement. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the Partnership Interest of such Partner.

“Cash Amount” means an amount of cash per Common Unit equal to the Value of the REIT Shares Amount on the Specified Redemption Date divided by the number of Common Units tendered for redemption.

“Certificate” means any instrument or document that is required under the laws of the State of Delaware, or any other jurisdiction in which the Partnership conducts business, to be signed and sworn to by the Partners of the Partnership (either by themselves or pursuant to the power-of-attorney granted to

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the General Partner in Section 8.02 hereof) and filed for recording in the appropriate public offices within the State of Delaware or such other jurisdiction to perfect or maintain the Partnership as a limited partnership, to effect the admission, withdrawal or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited partners under the laws of the State of Delaware or such other jurisdiction.

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

Reference to any particular provision of the Code shall mean that provision in the Code at the date hereof and any successor provision of the Code.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Unit” means a Partnership Unit which is designated as a Common Unit of the Partnership. “Contributed Property” means each property or other asset contributed to the Partnership, in such form as may be

permitted by the Act, but excluding cash contributed or deemed contributed to the Partnership.

“Conversion Factor” means a factor of 1.0, as adjusted as provided in this definition. The Conversion Factor will be adjusted in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares. In each of such events, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date; provided, however, that in the event that an entity other than an Affiliate of the General Partner shall become General Partner pursuant to any merger, consolidation or combination of the General Partner or GIP REIT with or into another entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. If, however, the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such event, the Conversion Factor shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such event.

Notwithstanding the foregoing, no adjustment shall be made to the Conversion Factor if the number of outstanding Common Units is otherwise adjusted in the same manner and at the same time as the adjustment to the number of outstanding REIT Shares.

“Defaulting Limited Partner” means a Limited Partner that has failed to pay any amount owed to the Partnership under a Partnership Loan within 15 days after demand for payment thereof is made by the Partnership.

“Disregarded Entity” means, with respect to any Person, (i) any “qualified REIT subsidiary” (within the meaning of Section 856(i)(2) of the Code) of such Person, (ii) any entity treated as a disregarded entity for federal income tax purposes with respect to such Person, or (iii) any grantor trust if

the sole owner of the assets of such trust for federal income tax purposes is such Person.

“Equity Incentive Plan” means any equity incentive or compensation plan hereafter adopted by the Partnership or GIP REIT.

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“Event of Bankruptcy” as to any Person means (i) the filing of a petition for relief as to such Person as debtor or bankrupt under the U.S. Bankruptcy Code of 1978, as amended, or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); (ii) the insolvency or bankruptcy of such Person as finally determined by a court proceeding; (iii) the filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of such Person’s assets; or

(iv) the commencement of any proceedings relating to such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is commenced by another, such Person indicates such Person’s approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.

“Excepted Holder Limit” has the meaning set forth in the Articles. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

“General Partner Loan” means a loan extended by the General Partner to a Defaulting Limited Partner in the form of a payment on a Partnership Loan by the General Partner to the Partnership on behalf of the Defaulting Limited Partner.

“General Partnership Interest” means the entire Partnership Interest held by the General Partner hereof, which Partnership Interest may be expressed as a number of Common Units, Preferred Units or any other Partnership Units.

“GIP REIT” means Generation Income Properties, Inc., a Maryland corporation.

“Indemnitee” means (i) any Person made a party to a proceeding by reason of its status as (A) the General Partner or (B) a director, officer or employee of GIP REIT, the General Partner or the Partnership or any Subsidiary thereof and (ii) such other Persons (including GIP REIT and Affiliates of GIP REIT, the General Partner or the Partnership) as the General Partner may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.

“Independent Director” means any director of the General Partner who shall meet the independence requirements of the NASDAQ as set forth from time to time.

“Limited Partner” means any Person named as a Limited Partner on Exhibit A attached hereto, as it may be amended or restated from time to time, and any Person who becomes a Substitute Limited Partner or any additional Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

“LTIP Holder” means a Partner that holds LTIP Units.

“Limited Partnership Interest” means a Partnership Interest held by a Limited Partner at any particular time representing a fractional part of the Partnership Interest of all Limited Partners, and includes any and all benefits to which the holder of such a Limited Partnership Interest may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act. Limited Partnership Interests may be expressed as a number of Common Units, LTIP Units or other Partnership Units.

“LTIP Unit” means a Partnership Unit which is designated as an LTIP Unit and which has the rights, preferences and other privileges designated in Section 4.04 hereof and elsewhere in this Agreement in respect of holders of LTIP Units, including both Vested LTIP Units and Unvested LTIP Units. The allocation of LTIP Units among the Partners shall be set forth on Exhibit A as it may be amended or restated from time to time.

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“Majority in Interest” means Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners.

“Notice of Redemption” means the Notice of Redemption substantially in the form attached as Exhibit B hereto. “Offering” means the offer and sale of REIT Shares to the public pursuant to a registration statement or offering

statement filed under the Securities Act of 1933, as amended, and declared qualified or effective by the Commission.

“Partner” means any General Partner or Limited Partner, and “Partners” means the General Partner and the Limited Partners.

“Partner Nonrecourse Debt Minimum Gain” has the meaning set forth in Regulations Section 1.704-2(i). A Partner’s share of Partner Nonrecourse Debt Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(i)(5).

“Partnership” means Generation Income Properties, L.P., a limited partnership formed and continued under the Act and pursuant to this Agreement, and any successor thereto.

“Partnership Interest” means an ownership interest in the Partnership held by a Partner, and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Partnership Interest may be expressed as a number of Common Units, LTIP Units or other Partnership Units.

“Partnership Loan” means a loan from the Partnership to the Partner on the day the Partnership pays over the excess of the Withheld Amount over the Distributable Amount to a taxing authority.

“Partnership Minimum Gain” has the meaning set forth in Regulations Section 1.704-2(d). In accordance with Regulations Section 1.704-2(d), the amount of Partnership Minimum Gain is determined by first computing, for each Partnership nonrecourse liability, any gain the Partnership would realize if it disposed of the property subject to that liability for no consideration other than full satisfaction of the liability, and then aggregating the separately computed gains. A Partner’s share of Partnership Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(g) (1).

“Partnership Record Date” means the record date established by the General Partner for the distribution of cash pursuant to Section 5.02 hereof, which record date shall be the same as the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution.

“Partnership Unit” means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder, and includes Common Units, LTIP Units and any other class or series of Partnership Units that may be established after the date hereof in accordance with the terms hereof. The number of Partnership Units outstanding and the Percentage Interests represented by such Partnership Units are set forth on Exhibit A hereto, as it may be amended or restated from time to time.

“Percentage Interest” means the percentage determined by dividing the number of Common Units of a Partner by the sum of the number of Common Units of all Partners, treating LTIP Units, in accordance with Section 4.04(a), as Common Units for this purpose.

“Person” means any individual, partnership, corporation, limited liability company, joint venture, trust or other

entity.

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“Property” means any property or other investment in which the Partnership, directly or indirectly, holds an ownership interest.

“Redemption Amount” means either the Cash Amount or the REIT Shares Amount, as determined by the General Partner, in its sole and absolute discretion.

“Registration Statement” Means an applicable statement of registration or qualification to be filed with the Commission; provided, however, the filing of such Registration Statement shall not affect the reporting status of GIP REIT.

“Regulations” means the Federal Income Tax Regulations issued under the Code, as amended from time to time.

Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of the Regulations.

“REIT” means a real estate investment trust under Sections 856 through 860 of the Code.

“REIT Expenses” means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof, including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer or employee of the General Partner , (ii) costs and expenses relating to any public offering and registration, or private offering, of securities by the General Partner , and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner , (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any health, dental, vision, disability, life insurance, 401(k) plan, incentive plan, bonus plan or other plan providing for compensation or benefits for the employees of the General Partner , (vii) costs and expenses incurred by the General Partner relating to any issuance or redemption of Partnership Interests and (viii) all other operating, administrative or financing costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

“REIT Shares” means shares of common stock, par value $0.01 per share, of GIP REIT (or Successor Entity, as the case may be).

“REIT Shares Amount” means the number of REIT Shares equal to the product of (X) the number of Common Units offered for redemption by a Tendering Party, multiplied by (Y) the Conversion Factor as adjusted to and including the Specified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the holders of REIT Shares to subscribe for or purchase or otherwise acquire additional REIT Shares, or any other securities or property (collectively, the “Rights”), and such Rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include such Rights issuable to a holder of the REIT Shares Amount on the record date fixed for purposes of determining the holders of REIT Shares entitled to Rights.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Service” means the Internal Revenue Service.

“Specified Redemption Date” means the first business day of the month that is at least sixty (60) business days after the receipt by the General Partner of a Notice of Redemption.

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“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

“Subsidiary Partnership” means any partnership or limited liability company in which the partnership interests therein are owned by the General Partner or a direct or indirect subsidiary of the General Partner.

“Substitute Limited Partner” means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.03 hereof.

“Tax Matters Partner” has the meaning set forth within Section 6231(a)(7) of the Code.

“Trading Day” means a day on which the principal national securities exchange on which a security is listed or admitted to trading is open for the transaction of business or, if a security is not listed or admitted to trading on any national securities exchange, shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

“TRS” means a taxable REIT subsidiary (as defined in Section 856 of the Code) of GIP REIT.

“Value” means the fair market value per share of REIT Shares which will equal (i) if REIT Shares are Listed, the average closing price per share for the previous thirty (30) business days, (ii) if REIT Shares are not Listed, the most recent offering price per share or share equivalent of REIT Shares, until December 31 of the year following the year in which the most recently completed offering of REIT Shares has expired and (iii) thereafter, such price per REIT Share as the management of the General Partner determines in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the security includes any additional rights (including any Rights), then the value of such rights shall be determined by the Board of Directors acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

“Vesting Agreement” means each or any, as the context implies, agreement or instrument entered into by an LTIP Holder upon acceptance of an award of LTIP Units under an Equity Incentive Plan.

“Withheld Amount” means any amount required to be withheld by the Partnership to pay over to any taxing authority as a result of any allocation or distribution of income to a Partner.

ARTICLE II FORMATION OF PARTNERSHIP

The Partnership was formed as a limited partnership pursuant to the provisions of the Act and is continued upon the terms and conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

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The name of the Partnership shall be “Generation Income Properties, L.P.” and the Partnership’s business may be conducted under any other name or names deemed advisable by the General Partner, including the name of the General Partner or any Affiliate thereof. The words “Limited Partnership,” “LP,” “L.P.” or “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The General Partner in its sole and absolute discretion may change the name of the Partnership at any time and from time to time and shall notify the Partners of such change in the next regular communication to the Partners; provided, however, that failure to so notify the Partners shall not invalidate such change or the authority granted hereunder.

The registered office of the Partnership in the State of Delaware is located at 251 Little Falls Drive, Wilmington, Delaware 19808, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office is Corporation Service Company, a Delaware corporation. The principal office of the Partnership is located at 401 East Jackson Street, Tampa, FL 33602, or such other place as the General Partner may from time to time designate. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems necessary or desirable.

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The General Partner shall execute, acknowledge, record and file at the expense of the Partnership the Certificate and any and all amendments thereto and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner’s interest in the Partnership, including the class or series and number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as determined by the General Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the following effect:

THIS CERTIFICATE IS NOT NEGOTIABLE. THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE ARE GOVERNED BY AND TRANSFERABLE ONLY IN ACCORDANCE WITH (A) THE PROVISIONS OF THE AGREEMENT OF LIMITED PARTNERSHIP OF GENERATION INCOME PROPERTIES, L.P., AS AMENDED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME, AND (B) ANY APPLICABLE FEDERAL OR STATE SECURITIES OR BLUE SKY LAWS.

ARTICLE III BUSINESS OF THE PARTNERSHIP

The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise shall have ceased to, or the Board of Directors determines, pursuant to the Articles, that GIP REIT shall no longer, qualify as a REIT, (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. The Partnership may not, without the General Partner’s specific consent, which it may give or withhold in its sole and absolute discretion, take or refrain from taking, any action that, in its judgment, in its sole and absolute discretion could (i) adversely affect GIP REIT’s ability to continue to qualify as a REIT, (ii) subject GIP REIT to any taxes under Sections 857 or 4981 of the Code or any other related or successor provision under the Code or (iii) violate any law or regulation of any governmental body or agency having jurisdiction over GIP REIT, its securities or the Partnership. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and that such qualification and the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner or its Affiliates.

Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate or revoke its status as a REIT under the Code at any time to the full extent permitted under the Articles of Incorporation. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” taxable as a corporation for purposes of Section 7704 of the Code.

ARTICLE IV

CAPITAL CONTRIBUTIONS AND ACCOUNTS

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The General Partner and each Limited Partner has made or is deemed to have made a capital contribution to the Partnership. Each Partner owns Partnership Units in the amount set forth opposite such Partner’s name on Exhibit A hereto, as it may be amended or restated from time to time by the General Partner to the extent necessary to reflect accurately sales, exchanges or other Transfers, redemptions, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner’s ownership of Partnership Units.

Except as provided in this Section 4.02 or in Section 4.03 hereof, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests, in the form of Partnership Units, in respect thereof, in the manner contemplated in this Section 4.02.

(i) Partnership Units and classes of Partnership Units. As of the effective date of this Agreement, the Partnership shall have two classes of Partnership Units, entitled “Common Units” and “LTIP Units.” The General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests, in the form of Partnership Units, for any Partnership purpose at any time or from time to time to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Units are validly issued and fully paid. Any additional Partnership Units issued thereby may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to the then-outstanding Partnership Units held by the Limited Partners, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law that cannot be preempted by the terms hereof and, except with respect to LTIP Units, as set forth in a written document hereafter attached to and made an exhibit to this Agreement (each, a “Partnership Unit Designation”), which document shall include, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Units; (ii) the right of each such class or series of Partnership Units to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Units upon dissolution and liquidation of the Partnership; provided, however, that no additional Partnership Units shall be issued to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) unless:

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interests have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Units issued to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) by the Partnership in accordance with this Section 4.02, provided that (A) if the General Partner allows the holders of its REIT Shares to elect whether to receive such dividend in REIT Shares or other capital stock of, or other interests in the General Partner or cash, the Partnership will give the Limited Partners (excluding the General Partner, GIP REIT or any direct or indirect Subsidiary of the General Partner) the same ability to elect to receive (I) Partnership Units or cash or, (II) at the election of, the General Partner, REIT Shares, capital stock or other interests in, the General Partner or cash, and (B) if the Partnership issues additional Partnership Units pursuant to this Section 4.02(a)(i)(2), then an amount of income equal to the value of the Partnership Units received will be allocated to those holders of Common Units that elect to receive additional Partnership Units;

Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the Partnership. Upon the issuance of any additional Partnership Units, the General Partner shall amend Exhibit A as appropriate to reflect such issuance.

(ii) Upon Issuance of Additional Securities. The General Partner shall not issue any Additional Securities (other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof or REIT Shares or other capital stock of or other interests in the General Partner issued in connection with a taxable stock dividend as described in Section 4.02(a)(i)(2) hereof) or any transaction that would cause an adjustment to the Conversion Factor or Rights other than to all holders of REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, unless (A) the General Partner shall cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of Rights contained in such Additional Securities to the Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of Property to be held directly by the General Partner, if the General Partner concludes in good faith that such direct acquisition and issuance of Additional Securities is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership Units, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to share awards, including share options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Directors. For example, in the event the

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General Partner issues REIT Shares for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units equal to the product of (A) the number of such REIT Shares issued by the General Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

If the General Partner determines that it is in the best interest of the Partnership to provide for additional Partnership funds (“Additional Funds”) for any Partnership purpose, the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings, or (ii) elect to have the General Partner or any of its Affiliates provide such Additional Funds to the Partnership through loans or otherwise.

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one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business Common Unit Transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan or (z) the issuance of any Partnership Units to the General Partner or GIP REIT (or any direct or indirect wholly owned Subsidiary of the General Partner or GIP REIT) in respect of a capital contribution to the Partnership of proceeds from the sale of Additional Securities by GIP REIT. If the Partnership takes an action affecting the Common Units other than actions specifically described above as “Adjustment Events” and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by any Equity Incentive Plan and Vesting Agreement, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units, as herein provided, however, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Partnership shall deliver a notice to each LTIP Holder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; provided, however, that the failure to deliver such notice shall not invalidate the adjustment or the authority granted hereunder, and

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be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Equity Incentive Plan, if applicable. LTIP Units that have vested under the terms of a Vesting Agreement are referred to as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested LTIP Units.”

hereof.

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The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required will be effected, all outstanding LTIP Units shall have been converted into Common Units.

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General Partner shall reasonably cooperate with an LTIP Holder to coordinate the timing of the events described in the foregoing sentence.

In anticipation of such Forced Conversion and the consummation of the Common Unit Transaction, the Partnership shall use commercially reasonable efforts to cause each LTIP Holder to be afforded the right to receive in connection with such Common Unit Transaction in consideration for the Common Units into which its LTIP Units will be converted into the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such transaction by a holder of the same number of Common Units, assuming such holder of Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a

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“Constituent Person”), or an affiliate of a Constituent Person. In the event that holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Common Unit Transaction, prior to such Common Unit Transaction the General Partner shall give prompt written notice to each LTIP Holder of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such holder into Common Units in connection with such Common Unit Transaction. If an LTIP Holder fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held by such LTIP Holder (or by any of such LTIP Holder’s transferees) the same kind and amount of consideration that a holder of a Common Unit would receive if such Common Unit holder failed to make such an election.

Subject to the rights of the Partnership and the General Partner under any Vesting Agreement and any Equity Incentive Plan, the Partnership shall use commercially reasonable efforts to cause the terms of any Common Unit Transaction to be consistent with the provisions of this Section 4.05(g) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any LTIP Holders whose LTIP Units will not be converted into Common Units in connection with the Common Unit Transaction that will (i) contain provisions enabling the holders of LTIP Units that remain outstanding after such Common Unit Transaction to convert their LTIP Units into securities as comparable as reasonably possible under the circumstances to the Common Units and (ii) preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in this Agreement for the benefit of the LTIP Holders.

A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv). If (a) a new or existing Partner acquires an additional Partnership Interest in exchange for more than a de minimis Capital Contribution, (b) the Partnership distributes to a Partner more than a de minimis amount of Partnership property as consideration for a Partnership Interest, (c) the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) or (d) the Partnership grants a Partnership Interest (other than a de minimis Partnership Interest) as consideration for the provision of services to or for the benefit of the Partnership to an existing Partner acting in a Partner capacity, or to a new Partner acting in a Partner capacity or in anticipation of being a Partner, the General Partner shall revalue the property of the Partnership to its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f); provided, however, that (i) the issuance of any LTIP Unit shall be deemed to require a revaluation pursuant to this Section 4.06 and (ii) the General Partner may elect not to revalue the property of the Partnership in connection with the issuance of additional Partnership Units pursuant to Section 4.02 to the extent it determines, in its sole and absolute discretion, that revaluing the property of the Partnership is not necessary or appropriate to reflect the relative economic interests of the Partners. When the Partnership’s property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b) (2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners pursuant to Section 5.01 hereof if there were a taxable disposition of such property for its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.

If the number of outstanding Common Units or other class or series of Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Common Units or other class or series of Partnership Units held by such Partner divided by the aggregate number of Common Units or other class or series of Partnership Units, as applicable, outstanding after giving effect to such increase or decrease. If the Partners’

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Percentage Interests are adjusted pursuant to this Section 4.07, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when that adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or

(ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests. In the event that there is an increase or decrease in the number of outstanding Partnership Units (other than Common Units or LTIP Units) during a taxable year, the General Partner shall have similar discretion, as provided in the preceding sentences of this Section 4.07, to allocate items of Profit and Loss between the part of the year ending on the day when that increase or decrease occurs and the part of the year beginning on the following day, and that allocation shall take into account the Partners’ relative interests in those items of Profit and Loss before and after such increase or decrease.

No Partner shall be entitled to interest on its Capital Contribution.

No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

4.10. No Third Party Beneficiary.

No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement, except as provided in Section 6.03(h) hereof, shall be solely for the benefit of, and may be enforced solely by, the parties to this Agreement and their respective permitted successors and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners. In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other property in violation of the Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner and not of the General Partner. Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of such Partner nor an asset or property of the Partnership.

ARTICLE V

PROFITS AND LOSSES; DISTRIBUTIONS

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items of income, gain, credit and expense for any fiscal year shall be allocated, for purposes of adjusting the Capital Accounts of the Partners, to the Partners on a pro rata basis in accordance with their respective Percentage Interests.

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(a) Subject to Sections 5.02(b), (c), (d) and (e) hereof and to the terms of any Partnership Unit Designation, the Partnership shall distribute cash at such times and in such amounts as are determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in proportion with their respective Common Units on the Partnership Record Date.

The General Partner shall use commercially reasonable efforts, as determined by it in its sole and absolute discretion, to cause the Partnership to distribute amounts sufficient to enable the General Partner

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to make stockholder distributions that will allow the General Partner to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid any federal income or excise tax liability imposed by the Code, other than to the extent the General Partner elects to retain and pay income tax on its net capital gain or other income.

No Partner shall be entitled to demand property other than cash in connection with any distributions by the Partnership, unless otherwise determined by the General Partner.

Notwithstanding any of the provisions of this Article V, no Partner shall have the right to receive, and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

It is the intent of the Partners that the allocations of Profit and Loss under this Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article V and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent.

ARTICLE VI

RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER

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Partnership;

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consultants, real estate brokers and such other persons as the General Partner may deem necessary or appropriate in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem reasonable and proper;

The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

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(i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 6.03(a). Any indemnification pursuant to this Section 6.03 shall be made only out of the assets of the Partnership.

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(i) Notwithstanding the foregoing, the Partnership may not indemnify or hold harmless an Indemnitee for any liability or loss unless all of the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Partnership; (ii) the Indemnitee was acting on behalf of or performing services for the Partnership; (iii) the liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnitee is a director of the General Partner (other than an Independent Director), an Affiliate of the General Partner or (B) gross negligence or willful misconduct, in the case that the Indemnitee is an Independent Director; and (iv) the indemnification or agreement to hold harmless is recoverable only out of net assets of the Partnership. In addition, the Partnership shall not provide indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Commission and of the published position of any state securities regulatory authority in which securities of the General Partner or the Partnership were offered or sold as to indemnification for violations of securities laws.

Any amendment, modification or repeal of this Section 6.03 or any provision hereof shall be prospective only and shall not in any way affect the indemnification of an Indemnitee by the Partnership under this Section 6.03 as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.

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Subject to Section 6.08 hereof, the Articles of Incorporation of the General Partner and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, trustee, Affiliate or stockholder of the General Partner, the General Partner, and any stockholder of the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. None of the Partnership, Limited Partners or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character that, if presented to the Partnership or any Limited Partner, could be taken by such Person.

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The General Partner agrees that all business activities of the General Partner , including activities pertaining to the acquisition, development or ownership of any Investment, shall be conducted through the Partnership, a Subsidiary, a Subsidiary Partnership or a taxable REIT subsidiary (within the meaning of Section 856(1) of the Code); provided, however, that the General Partner is allowed to hold cash and liquid investments to fund its expenses, including redemptions of shares of common stock of the General Partner.

Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, GIP REIT or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner or GIP REIT. GIP REIT hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or GIP REIT or any nominee or Affiliate of the General Partner or GIP REIT shall be held by the General Partner or GIP REIT for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner or GIP REIT shall use commercially reasonable efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

ARTICLE VII CHANGES IN GENERAL PARTNER

0.1%.

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- 29 -

A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:

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occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.04 hereof by selecting, subject to Section 7.02 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a Majority in Interest. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

The Limited Partners may not remove the General Partner, with or without cause.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner. The Limited Partners covenant and agree not to hold themselves out in a manner that could reasonably be considered in contravention of the terms hereof by any third party.

Each Limited Partner by execution of this Agreement, directly or through execution by power of attorney or other consent, irrevocably appoints the General Partner its true and lawful attorney-in-fact, who may act for each Limited Partner and in its name, place and stead, and for its use and benefit, to sign, acknowledge, swear to, deliver, file or record, at the appropriate public offices, any and all documents, certificates and instruments, including without limitation, any and all amendments and restatements of this Agreement as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement and the Act in accordance with their terms, which power of attorney is coupled with an interest and shall survive the death, dissolution or legal incapacity of the Limited Partner, or the transfer by the Limited Partner of any part or all of its Partnership Interest.

No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

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Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Partnership (with a copy to the General Partner ) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”), and such notice shall be irrevocable unless otherwise agreed upon by the General Partner. No Limited Partner may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the General Partner. A Limited Partner may not exercise the Redemption Right for less than one thousand (1,000) Common Units or, if such Limited Partner holds less than one thousand (1,000) Common Units, all of the Common Units held by such Limited Partner. The Tendering Party shall have no right, with respect to any Common Units so redeemed, to receive any distribution paid with respect to Common Units if the record date for such distribution is on or after the Specified Redemption Date.

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cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount and may also delay such Specified Redemption Date to the extent necessary to effect compliance with applicable requirements of the law. Any REIT Share Amount to be paid to a Tendering Party pursuant to this Section 8.04 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed to the extent necessary to effect compliance with applicable requirements of the law.

Notwithstanding the foregoing, the General Partner agrees to use its commercially reasonable efforts to cause the closing of the acquisition of redeemed Common Units hereunder to occur as quickly as reasonably possible.

8.05 Registration.

Subject to the terms of any agreement between the General Partner or the Partnership and a Limited Partner with respect to Common Units held by such Limited Partner:

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GIP REIT shall be required to file only one such statement in any 12-month period. In connection therewith:

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(i) pursuant to Rule 144 under the Securities Act, or any successor rule thereto (“Rule 144”) without limitation as to amount or manner of sale or (ii) pursuant to Rule 144 in one transaction in accordance with the volume limitations contained in Rule 144(e).

ARTICLE IX

TRANSFERS OF PARTNERSHIP INTERESTS

(a) Subject to the provisions of Sections 9.02(b) and (c) hereof, no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of such Limited Partner’s Partnership Units, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in the General Partner’s sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect; provided, however, that the term Transfer does not include (a) any redemption of Common Units by the Partnership or GIP REIT, or acquisition of Common Units by GIP REIT, pursuant to Section 8.04 or (b) any redemption of Partnership Units pursuant to any Partnership Unit Designation. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith (including, but not limited to, cost of legal counsel).

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Transfer pursuant to Section 9.05 hereof) of all of such Limited Partner’s Partnership Units pursuant to this Article IX or pursuant to a redemption of all of such Limited Partner’s Common Units pursuant to Section 8.04 hereof. Upon the permitted Transfer or redemption of all of a Limited Partner’s Common Units, such Limited Partner shall cease to be a Limited Partner.

The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue. If an order for relief in a bankruptcy proceeding is entered against a Limited

Partner, the trustee or receiver of his estate or, if such Limited Partner dies, such Limited Partner’s executor, administrator or trustee, or, if such Limited Partner is finally adjudicated incompetent, such Limited Partner’s committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing such Limited Partner’s estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of such Limited Partner’s Partnership Units and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

A Partnership Unit may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Unit shall be required to constitute the action of the owners of such Partnership Unit; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Unit held in a joint tenancy with a right of survivorship, the Partnership Unit shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Unit until it shall have received certificated notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Unit to be divided into two equal Partnership Units, which shall thereafter be owned separately by each of the former owners.

ARTICLE X

BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

At all times during the continuance of the Partnership, the General Partner shall keep or cause to be kept at the Partnership’s specified office true and complete books of account in accordance with generally accepted accounting principles, including: (a) a current list of the full name and last known business address of each Partner, (b) a copy of the Certificate of Limited Partnership and all certificates of amendment thereto, (c) copies of the Partnership’s federal, state and local income tax returns and reports, (d) copies of this Agreement and any financial statements of the Partnership for the three most recent years and (e) all documents and information required under the Act. Any Partner or its duly authorized representative, upon paying the costs of collection, duplication and mailing, shall be entitled to a copy of such records upon reasonable request.

The fiscal and taxable year of the Partnership shall be the calendar year unless otherwise required by the Code.

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The General Partner shall use commercially reasonable efforts to furnish to each person who was a Limited Partner at any time during such year, within 120 days after the end of each fiscal year of the Partnership, the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law.

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the Safe Harbor Election is rendered moot or obsolete by future legislation that amends Section 83 of the Code, this Section 10.05(e) shall have no effect. The liquidation value of each LTIP Unit shall be zero upon grant as provided in Section 4.04(c)(i).

ARTICLE XI

AMENDMENT OF AGREEMENT; MERGER

The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect; provided, however, that the following amendments shall require the consent of a Majority in Interest.

The General Partner, without the consent of the Limited Partners, may (i) merge or consolidate the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) sell all or substantially all of the assets of the Partnership in a transaction pursuant to which the Limited Partners (other than the General Partner or any Subsidiary of the General Partner) receive the consideration set forth in Section 7.01(c)(ii) hereof or in a transaction that complies with Section 7.01(c)(iii) or Section 7.01(d) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI; provided, however, that the consent of a Majority in Interest shall be required in the case of any other (a) merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (b) sale of all or substantially all of the assets of the Partnership.

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ARTICLE XII GENERAL PROVISIONS

All communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally, by email, by press release, by posting on the web site of the General Partner or upon deposit in the United States mail, registered, first-class postage prepaid return receipt requested, or via courier to the Partners at the addresses set forth in Exhibit A attached hereto, as it may be amended or restated from time to time; provided, however, that any Partner may specify a different address by notifying the General Partner in writing of such different address. Notices to the General Partner and the Partnership shall be delivered at or mailed to its principal office address set forth in Section 2.03 hereof. The General Partner and the Partnership may specify a different address by notifying the Limited Partners in writing of such different address.

Subject to the provisions hereof limiting Transfers, this Agreement shall be binding upon and inure to the benefit of the Partners and the Partnership and their permitted respective legal representatives, successors, transferees and assigns.

Each Partner agrees to perform all further acts and execute, swear to, acknowledge and deliver all further documents that may be reasonable, necessary, appropriate or desirable to carry out the provisions of this Agreement or the Act.

If any provision of this Agreement shall be declared illegal, invalid or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof. To the extent permitted under applicable law, the severed provision shall be interpreted or modified so as to be enforceable to the maximum extent permitted by law.

This Agreement and exhibits attached hereto constitute the entire Agreement of the Partners and supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.

When the context in which words are used in this Agreement indicates that such is the intent, words in the singular number shall include the plural and the masculine gender shall include the neuter or female gender as the context may require.

The Article headings or Sections in this Agreement are for convenience only and shall not be used in construing the scope of this Agreement or any particular Article.

- 41 -

This Agreement may be executed by hand or by power of attorney in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

12.10. Limitation to Preserve REIT Status.

Notwithstanding anything else in this Agreement, to the extent that the amount to be paid, credited, distributed or reimbursed by the Partnership to the General Partner or its officers, directors, employees or agents, whether as a reimbursement, fee, expense or indemnity (a “REIT Payment”), would constitute gross income to the General Partner for purposes of Section 856(c)(2) or Section 856(c)(3) of the Code, then, notwithstanding any other provision of this Agreement, the amount of such REIT Payments, as selected by the General Partner in its sole and absolute discretion from among items of potential distribution, reimbursement, fees, expenses and indemnities, shall be reduced for any Partnership taxable year so that the REIT Payments, as so reduced, for or with respect to the General Partner shall not exceed the lesser of:

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[SIGNATURE PAGES FOLLOW]

- 43 -

IN WITNESS WHEREOF, the parties hereto have hereunder affixed their signatures to this Agreement of Limited Partnership, all as of March 23, 2018.

GENERAL PARTNER:

GENERATION INCOME PROPERTIES, INC

By: Generation Income Properties, Inc. By: /s/ David Sobelman

Name: David Sobelman

Title: Chief Executive Officer

LIMITED PARTNER:

By: GIP REIT OP Limited, LLC

By: Generation Income Properties, Inc.

By: /s/ David Sobelman

Name: David Sobelman

Title: Chief Executive Officer

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EXHIBIT A

Partners and Percentage Interests

- 45 -

EXHIBIT B

Notice of Redemption

In accordance with Section 8.04 of the Agreement of Limited Partnership, as amended (the “Agreement”), of Generation Income Properties, L.P., the undersigned hereby irrevocably (i) presents for redemption [ ] Common Units in Generation Income Properties, L.P. in accordance with the terms of the Agreement and the Redemption Right referred to in Section 8.04 thereof, (ii) surrenders such Common Units and all right, title and interest therein and (iii) directs that the Cash Amount or REIT Shares Amount (as defined in the Agreement) as determined by the General Partner deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if REIT Shares (as defined in the Agreement) are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, warrants and certifies that the undersigned (a) has title to such Common Units, free and clear of the rights and interests of any person or entity other than the Partnership or the General Partner; (b) has the full right, power and authority to cause the redemption of the Common Units as provided herein; and (c) has obtained the approval of all persons or entities, if any, having the right to consent to or approve the Common Units for redemption.

Dated:

Name of Limited Partner:

(Signature of Limited Partner or Authorized Representative)

(Mailing Address)

(City) (State) (Zip Code) Signature Guaranteed by:

If REIT Shares are to be issued, issue to:

Please insert social security or identifying number: Name:

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EXHIBIT C-1

Certification Of Non-Foreign Status

(For Redeeming Limited Partners That Are Entities)

Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), in the event of a disposition by a non-U.S. person of a partnership interest in a partnership in which (i) 50% or more of the value of the gross assets consists of United States real property interests (“USRPIs”), as defined in Section 897(c) of the Code, and

(ii) 90% or more of the value of the gross assets consists of USRPIs, cash, and cash equivalents, the transferee will be required to withhold 10% of the amount realized by the non-U.S. person upon the disposition. To inform Generation Income Properties, Inc.(the “General Partner”) and Generation Income Properties, L.P. (the “Partnership”) that no withholding is required with respect to the redemption by [ ] (“Partner”) of its Common Units in the Partnership, the undersigned hereby certifies the following on behalf of Partner:

PARTNER:

By:

Name:

Title:

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 on behalf of Partner.

Date:

Name:

Title:

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EXHIBIT C-2

Certification Of Non-Foreign Status

(For Redeeming Limited Partners That Are Individuals)

Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), in the event of a disposition by a non-U.S. person of a partnership interest in a partnership in which (i) 50% or more of the value of the gross assets consists of United States real property interests (“USRPIs”), as defined in Section 897(c) of the Code, and

(ii) 90% or more of the value of the gross assets consists of USRPIs, cash, and cash equivalents, the transferee will be required to withhold 10% of the amount realized by the non-U.S. person upon the disposition. To inform Generation Income Properties, Inc. (the “General Partner”) and Generation Income Properties, L.P (the “Partnership”) that no withholding is required with respect to my redemption of my Common Units in the Partnership, I, [ ], hereby certify the following:

Name:

Title:

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.

Name: Title:

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EXHIBIT D

Notice Of Election By Partner To Convert LTIP Units Into Common Units

The undersigned holder of LTIP Units hereby irrevocably: (i) elects to convert the number of LTIP Units in

Generation Income Properties, L.P. (the “Partnership”) set forth below into Common Units in accordance with the terms of the Agreement of Limited Partnership of the Partnership, as amended; and (ii) directs that any cash in lieu of Common Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants and certifies that the undersigned: (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership or the General Partner; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent to or approval of all persons or entities, if any, having the right to consent to or approve such conversion.

Name of Holder:

(Please Print: Exact Name as Registered with Partnership)

Number of LTIP Units to be Converted:

Date of this Notice:

(Signature of Holder: Sign Exact Name as Registered with Partnership) (Street Address)

(City) (State) (Zip Code)

Signature Guaranteed by:

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EXHIBIT E

Notice Of Election By Partnership To Force Conversion Of LTIP Units Into Common Units

Generation Income Properties, L.P. (the “Partnership”) hereby elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Common Units in accordance with the terms of the Agreement of Limited Partnership of the Partnership, as amended, effective as of [ ] (the “Conversion Date”).

Name of Holder:

(Please Print: Exact Name as Registered with Partnership)

Number of LTIP Units to be Converted:

Date of this Notice:

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EXHIBIT 4.4

FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GENERATION INCOME PROPERTIES, L.P.

May 21, 2019

This First Amendment (this “ Amendment”) to the Amended and Restated Limited Partnership Agreement of Generation Income Properties, L.P., a Delaware limited partnership (the “Partnership”) (as amended, the “Partnership Agreement”), is entered into effective as of the 21st day of May, 2019, in accordance with Section 11.01 of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

R E C I T A L S

WHEREAS, the General Partner is the sole general partner of the Partnership; and

WHEREAS, the General Partner has determined that this Amendment is necessary and in the best interest of the Partnership. NOW, THEREFORE, it is hereby agreed as follows:

A G R E E M E N T

NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:

“Partnership Level Taxes” means any federal, state, or local taxes, additions to tax, penalties, and interest payable by the Partnership as a result of a Tax Audit under the Partnership Tax Audit Rules.

“Covered Audit Adjustment” means an adjustment to any partnership-related item (within the meaning of Section 6241(2)(B) of the Code) to the extent such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code or any analogous provision of state or local law.

“Election Out” means the election provided by Section 6221(b) of the Code to have Subchapter C of Chapter 63 of Subtitle F of the Code not apply or any analogous election under state or local law.

“Excess Tax Amount” has the meaning set forth in Section 5.02(d)(iii).

“Imputed Underpayment Modification” means any modification under Section 6225(c) of the Code (or any analogous provision of state or local law) to the extent that such modification is available and would reduce any Partnership Level Taxes attributable to a Covered Audit Adjustment.

1

“IRS” means the U.S. Internal Revenue Service.

“Partnership Representative” has the meaning set forth in Section 10.05(b)(i).

“Partnership Tax Audit Rules” means Sections 6221 through 6241 of the Code, as amended, together with any final or temporary Treasury Regulations, Revenue Rulings, and case law interpreting Sections 6221 through 6241 of the Code, as amended (and any analogous provision of state or local tax law), as in effect following the enactment of the Bipartisan Budget Act of 2015.

“Push-Out Election” means the election to apply the alternative method provided by Section 6226 of the Code (or any analogous provision of state or local tax law).

“Tax Audit” or “Tax Audits” has the meaning set forth in Section 10.05(b)(i).

“Tax Contribution Obligation” has the meaning set forth in Section 5.02(d)(iii). “Tax Offset” has the meaning set forth in Section 5.02(d)(ii).

“ Partner ” means any General Partner or Limited Partner, and “ Partners ” means the General Partner and the Limited Partners collectively; provided , however, that for the purposes of Sections 5.02(d) and 10.05, the term “ Partner ” means any current Partner and any former Partner, provided that a former Partner shall be considered a Partner only as the context requires in order to effectuate the provisions of Section 10.05 such that each Partner and former Partner bears the economic burden associated with any Covered Audit Adjustment and/or Partnership Level Taxes that relate to a taxable year (or portion thereof) in which such Partner or former Partner, as applicable, was a Partner or was treated as holding an interest in the Partnership.

(l) Special Tax Allocations. Items of income, gain, loss, expense or credit resulting from a Covered Audit Adjustment shall be allocated to the Partners in accordance with the applicable provisions of the Partnership Audit Tax Rules.

2

state or local rule, regulation or law, including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code, and each Partner hereby authorizes the General Partner, the Partnership and its Subsidiaries to withhold or pay on behalf of or with respect to such Partner any amount of federal, state, provincial, local or foreign taxes that the General Partner determines, in good faith, that the Partnership or any of its Subsidiaries is required to withhold or pay with respect to any amount distributable or allocable to such Partner pursuant to this Agreement. To the extent that any tax is paid by the Partnership or any of its Subsidiaries and the General Partner determines, in good faith, that such tax (including any Partnership Level Tax) relates to one or more specific Partners, such tax shall be treated as an amount of taxes paid with respect to such Partner pursuant to this Section 10.05(d) and Section 5.02(d). Any determinations made by the General Partner pursuant to this Section 5.02(d) shall be binding upon the Partners. Notwithstanding any provision to the contrary in this Section 5.02(d), the payment by the Partnership of Partnership Level Taxes shall, consistent with the Partnership Tax Audit Rules, be treated as the payment of a Partnership obligation and shall be treated as paid with respect to a Partner to the extent the deduction with respect to such payment is allocated to such Partner pursuant to Section 5.01(l), and such payment shall not be treated as a withholding from distributions, allocations, or portions thereof with respect to a Partner.

3

4

5

6

but not limited to, upper-tier shareholder specific information if a Partner is or becomes an S corporation for federal income tax purposes, upper-tier partner specific information if a Partner is or becomes a partnership for federal income tax purposes, tax returns, information regarding the character of income as capital gain or qualified dividend income, and information regarding passive activity losses).

7

[Signature page follows]

8

IN WITNESS WHEREOF, the General Partner has executed and delivered this Amendment in accordance with Article XI of the Partnership Agreement, and as of the date first above written.

GENERATION INCOME PROPERTIES, INC.,

as General Partner By: /s/ David Sobelman

Name: David Sobelman

Title: Chief Operating Officer

9

EXHIBIT A

Partner

​

Partners; Units; Percentage Interests (As of May 21, 2019)

​

​

Common

Units

​

​

LTIP

Units

​

​

Percentage

Interests

GENERAL PARTNER

Generation Income Properties, Inc. 401 East Jackson Street, Suite 3300 Tampa, Florida 33602

​

2,039,563 99.99%

LIMITED PARTNERS

GIP REIT OP Limited, LLC

401 East Jackson Street, Suite 3300

Tampa, Florida 33602

​

204 0.01%

TOTALS 2,039,767 0 100%

10

Exhibit 4.5

SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GENERATION INCOME PROPERTIES, L.P.

October 12, 2020

This Second Amendment (this “ Amendment ”) to the Amended and Restated Limited Partnership Agreement, dated March 23, 2018, of Generation Income Properties, L.P., a Delaware limited partnership (the “ Partnership”), as amended by that certain First Amendment to the Amended and Restated Limited Partnership Agreement, dated May 21, 2019 (as amended, the “Partnership Agreement”), is entered into effective as of the date first written above in accordance with Section 11.01 of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

R E C I T A L S