FIFTH AMENDMENT
TO THE

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT
OF
GENERATION INCOME PROPERTIES, L.P.

Dated as of July 24, 2024

This Fifth 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, and that certain Fourth Amendment to the Amended and Restated Limited Partnership Agreement, dated June 27, 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, LMB Owenton I LLC, a Kentucky limited liability company (“Contributor”) holds 155,185 Common Units of the Partnership (the “Contributed Units”) that were received in connection with Contributor’s contribution of certain Property to the Partnership pursuant to that certain Contribution and Subscription Agreement dated October 11, 2021, which was amended effective as of February 7, 2023 (as amended, the “Contribution Agreement”);

WHEREAS, the Contributor desires to contribute all of the Contributed Units to the Partnership in exchange for 155,185 Series B-1 Preferred Units of the Partnership in a contribution and exchange transaction intended to qualify as a tax-free transaction under Section 721 of the Internal Revenue Code of 1986, as amended;

WHEREAS, the General Partner has authorized the issuance and sale (the “Contribution and Exchange Transaction”) of 155,185 Series B-1 Preferred Units in exchange for the contribution of the Contributed Units, as more specifically described in that certain Contribution and Exchange Agreement between the Partnership and the Contributor, dated July 24, 2024;

WHEREAS, in connection with the Contribution and Exchange Transaction 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 July 23, 2024, 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-1 Preferred Units and (ii) issue the Series B-1 Preferred Units in the Contribution and Exchange Transaction.

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]

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

EXHIBIT G

DESIGNATION OF THE SERIES B-1 PREFERRED UNITS

OF

GENERATION INCOME PROPERTIES, L.P.

“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 Event” shall mean the Partnership’s failure to declare and pay distributions pursuant to Section 5(a) for a period of three consecutive months.

“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-1 Preferred Return” shall have the meaning provided in Section 5(a).

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

“Series B-1 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.

(a) Beginning on the second (2nd) anniversary of the issuance of the Series B-1 Preferred Units, the holders of Series B-1 Preferred Units will have the option to require the Partnership to redeem, subject and pursuant to the redemption procedures of the Partnership Agreement, applied and interpreted as if such Series B-1 Preferred Units were Common Units subject to redemption, mutatis mutandis and as modified herein, all or a portion of its Series B-1 Preferred Units for a Cash Amount (within the meaning of the Partnership Agreement) equal to $7.15 per Series B-1 Preferred Unit (as equitably adjusted in the General Partner’s discretion for any split, reverse split, dividend

or similar recapitalization event ) plus an amount equal to all dividends accrued and unpaid 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-1 Preferred Units pursuant to this Section 6(b), applied and interpreted as if such Series B-1 Preferred Units were Common Units. All calculations under this Section 6 shall be made by rounding to the nearest cent.

(b) Beginning on the second (2nd) anniversary of the issuance of the Series B-1 Preferred Units, the holders of Series B-1 Preferred Units will have the option to require the Partnership to redeem, subject and pursuant to the redemption procedures of the Partnership Agreement, applied and interpreted as if such Series B-1 Preferred Units were Common Units subject to redemption, mutatis mutandis and as modified herein, all or a portion of its Series B-1 Preferred Units in exchange for that number of REIT Shares (within the meaning of the Partnership Agreement) equal to the number of Series B-1 Preferred Units being redeemed multiplied by 1.0 (as equitably adjusted in the General Partner’s discretion for any split, reverse split, dividend or similar recapitalization event) (such number of REIT Shares shall be the “REIT Shares Amount” for purposes of the Partnership Agreement) plus an amount equal to all dividends accrued and unpaid 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-1 Preferred Units pursuant to this Section 6, applied and interpreted as if such Series B-1 Preferred Units were Common Units. All calculations under this Section 6 shall be made by rounding to the nearest 1/100th of a share.

(c) Notwithstanding anything to the contrary in the Partnership Agreement, for purposes of this Section 6, “Specified Redemption Date” shall mean the first business day of the month that is at least 180 business days after the receipt by the General Partner of a Notice of Redemption.

***

CONTRIBUTION AND EXCHANGE AGREEMENT

July 24, 2024

This Contribution and Exchange Agreement (this “Agreement”) is entered by and between Generation Income Properties, L.P., a Delaware limited partnership (“GIPLP”) and LMB Owenton I LLC, a Kentucky limited liability company (“Contributor”)(collectively, GIPLP and the Contributor are referred to herein as the “Parties”), as of the date first written above (the “Effective Date”). Capitalized terms used but not defined herein have the meaning ascribed to them in that certain Amended and Restated Agreement of Limited Partnership of GIPLP, as amended (the “Partnership Agreement”).

R E C I T A L S

WHEREAS, the Contributor holds 155,185 Common Units of GIPLP (the “Contributed Units”) that were received in connection with Contributor’s contribution of certain Property to GIPLP pursuant to that certain Contribution and Subscription Agreement dated October 11, 2021, which was amended effective as of February 7, 2023 (as amended, the “Contribution Agreement”);

WHEREAS, the Parties desire that the Contributor contribute all of the Contributed Units to GIPLP as of the Effective Date in exchange for 155,185 Series B-1 Preferred Units of GIPLP (the “Preferred Units”) in a contribution and exchange transaction (the “Transaction”) intended to qualify as a tax-free transaction under Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”);

A G R E E M E N T

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:

Contributor represents and warrants to GIPLP that the following statements are true and correct.

[Remainder of Page Intentionally Blank – Signature Page Follows]

IN WITNESS WHEREOF, Contributor and GIPLP have executed this Agreement effective as of the date set forth above.

CONTRIBUTOR:

LMB OWENTON I LLC, a Kentucky limited liability company

By: /s/ Lloyd Bernstein

Name: Lloyd Bernstein
Title:

Contributor Address:

369 Montezuma Ave. 661, Santa Fe, NM __________________________________________

__________________________________________

GIPLP:

GENERATION INCOME PROPERTIES, L.P.,

a Delaware limited partnership

By:/s/ David Sobelman

David Sobelman

Authorized Representative

FIRST AMENDMENT TO

Second AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

LIMITED LIABILITY COMPANY AGREEMENT OF

GIPVA 2510 Walmer ave, LLC

Dated as of July 25, 2024

This FIRST AMENDEMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “First Amendment”) of GIPVA 2510 WALMER AVE, LLC (the “Company”), a Delaware limited liability company, is entered into as of the date first set forth above, by Generation Income Properties, L.P., a Delaware limited partnership, as managing member (“GIPLP”, “Common Member”, or “Manager”), and Brown Family Enterprises, LLC, a Florida limited liability company (“Brown Family”, or “Preferred Member”). GIPLP and Brown Family are each a Member.

RECITALS:

WHEREAS, the Company and the Members entered into that certain Second Amended and Restated Limited Liability Company Agreement, dated effective as of February 8, 2023, (the “Prior Agreement”);

WHEREAS, Section 9.03 of the Prior Agreement provides that the Prior Agreement may be amended with the consent and approval of all Members and the consent and approval of the Manager;

WHEREAS, the Members and the Manger desire to amend the Prior Agreement as provided herein;

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

AGREEMENT:

“Redemption Date” means February 8, 2027.

(a) This First Amendment, along with the Prior Agreement, constitute the entire agreement of the parties with respect to the subject matter hereof, and this First Amendment shall not be modified or amended in any respect except by a written instrument executed by all the parties. Should any provision of this First Amendment conflict with the provisions of the Prior Agreement, the provisions of this First Amendment shall control.

(b) This First Amendment shall be construed and enforced in accordance with the internal laws of the State of Delaware. If any provision of this Amendment is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality or unenforceability, be severed, and the remaining provisions of this First Amendment shall remain in effect.

(c) This Amendment shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors and permitted assigns.

(d) The Members and the Manager represent and warrant that the Members and the Manager have the capacity and authority to enter into this First Amendment.

(e) This First Amendment may be executed in one or more counterparts, each of which shall be deemed and original, and such counterparts together shall constitute one instrument.

[Signature Page Follows]

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

MANAGER:

Generation Income Properties, L.P.

/s/ David Sobelman

By: David Sobelman

Authorized Representative

MEMBER:

Brown Family Enterprises, LLC, a Florida limited liability company

/s/ Christian Brown

By: Christian Brown, Manager

MEMBER:

/s/ David Sobelman

By: David Sobelman

Authorized Representative

FIRST AMENDMENT TO

Second AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

LIMITED LIABILITY COMPANY AGREEMENT OF

GIPVA 130 CORPORATE BLVD, LLC

Dated as of July 25, 2024

This FIRST AMENDEMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “First Amendment”) of GIPVA 130 CORPORATE BLVD, LLC (the “Company”), a Delaware limited liability company, is entered into as of the date first set forth above, by Generation Income Properties, L.P., a Delaware limited partnership, as managing member (“GIPLP”, “Common Member”, or “Manager”), and Brown Family Enterprises, LLC, a Florida limited liability company (“Brown Family”, or “Preferred Member”). GIPLP and Brown Family are each a Member.

RECITALS:

WHEREAS, the Company and the Members entered into that certain Second Amended and Restated Limited Liability Company Agreement, dated effective as of February 8, 2023, (the “Prior Agreement”);

WHEREAS, Section 9.03 of the Prior Agreement provides that the Prior Agreement may be amended with the consent and approval of all Members and the consent and approval of the Manager;

WHEREAS, the Members and the Manger desire to amend the Prior Agreement as provided herein;

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

AGREEMENT:

“Redemption Date” means February 8, 2027.

(a) This First Amendment, along with the Prior Agreement, constitute the entire agreement of the parties with respect to the subject matter hereof, and this First Amendment shall not be modified or amended in any respect except by a written instrument executed by all the parties. Should any provision of this First Amendment conflict with the provisions of the Prior Agreement, the provisions of this First Amendment shall control.

(b) This First Amendment shall be construed and enforced in accordance with the internal laws of the State of Delaware. If any provision of this Amendment is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality or unenforceability, be severed, and the remaining provisions of this First Amendment shall remain in effect.

(c) This Amendment shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors and permitted assigns.

(d) The Members and the Manager represent and warrant that the Members and the Manager have the capacity and authority to enter into this First Amendment.

(e) This First Amendment may be executed in one or more counterparts, each of which shall be deemed and original, and such counterparts together shall constitute one instrument.

[Signature Page Follows]

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

MANAGER:

Generation Income Properties, L.P.

/s/ David Sobelman

By: David Sobelman

Authorized Representative

MEMBER:

Brown Family Enterprises, LLC, a Florida limited liability company

/s/ Christian Brown

By: Christian Brown, Manager

MEMBER:

/s/ David Sobelman

By: David Sobelman

Authorized Representative