GIPR 8-K
Generation Income Properties, Inc. (GIPR)
A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2025
(Exact Name of Registrant as Specified in its Charter)
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Registrant’s telephone number, including area code:
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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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 2.01 Completion of Acquisition or Disposition of Assets
Sale of Grand Junction, Colorado Property
On December 5, 2025, GIPCO 585 24 ½ Road, LLC, an indirect wholly owned subsidiary of Generation Income Properties, Inc. (the “Company”), completed the sale of its retail property located at 585 24 ½ Road in Grand Junction, Colorado (the “Grand Junction Property”), pursuant to that certain Purchase and Sale Agreement, dated as of October 23, 2025 (the “Grand Junction Purchase and Sale Agreement”), by and between GIPCO 585 24 ½ Road, LLC, as seller, and Realty Income Properties 26, LLC, as buyer. The Grand Junction Property was sold for a gross purchase price of $4,972,704 in cash, subject to customary prorations and adjustments.
At the time of sale, the Grand Junction Property was leased to Best Buy Stores, L.P. pursuant to a lease originally dated February 27, 2006, as amended, including by that certain Second Amendment to Lease dated August 18, 2025, which extended the lease term through March 31, 2032 and provides for two additional five-year renewal options through March 31, 2042.
Net sale proceeds from the disposition of the Grand Junction Property were used, among other things, to repay in full the outstanding mortgage loan secured by the property in the approximate amount of $2.4 million, together with related fees and expenses.
The foregoing description of the Grand Junction Purchase and Sale Agreement is qualified in its entirety by reference to the full text of the Grand Junction Purchase and Sale Agreement attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Sale of Maitland, Florida Property
On December 15, 2025, GIPFL 2601 Westhall Lane, LLC, an indirect wholly owned subsidiary of the Company, completed the sale of its office property located at 2601 Westhall Lane in Maitland, Florida (the “Westhall Lane Property”), pursuant to that certain Purchase and Sale Agreement, dated as of October 31, 2025 (the “Purchase and Sale Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement dated December 11, 2025 (the “First Amendment” and together with the Purchase and Sale Agreement, the “Westhall Lane Purchase and Sale Agreement”), by and between GIPFL 2601 Westhall Lane, LLC, as seller, and Thompson, Inc., as buyer.
Pursuant to the First Amendment, the original purchase price of $6,850,000 was reduced by $148,000 in connection with certain elevator and restroom repair items identified during due diligence, resulting in a final purchase price of $6,702,000, subject to customary prorations and adjustments. In connection with the First Amendment, the buyer agreed to waive and release any related claims against the Company, and the Company agreed to convey its interest in a generator located on the property at closing.
At the time of sale, the Westhall Lane Property was leased to exp US Services, Inc., as successor in interest to X-nth, Inc., pursuant to an office lease originally dated November 15, 2002, as revised and amended from time to time, and guaranteed by exp Global, Inc.
Net sale proceeds from the disposition of the Westhall Lane Property were used, among other things, to repay in full the outstanding mortgage loan secured by the property in the approximate amount of $2.9 million, including fees associated with the amendment of an interest rate swap related to such loan.
The foregoing description of the Westhall Lane Purchase and Sale Agreement is qualified in its entirety by the full text of the Purchase and Sale Agreement and the First Amendment attached to this Current Report on Form 8-K as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial information included in this Current Report on
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Form 8-K presents the effects of the dispositions of (i) the property located in Grand Junction, Colorado, and (ii) the property located in Maitland, Florida (collectively, the “Dispositions”).
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 gives effect to the Dispositions as if they had occurred on September 30, 2025. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024 give effect to the Dispositions as if they occurred on January 1, 2024.
The unaudited pro forma condensed consolidated financial information is based on, and should be read in conjunction with, the Company’s historical consolidated financial statements and related notes included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The unaudited pro forma condensed consolidated financial information has been prepared for illustrative purposes only and does not purport to represent what the Company’s financial position or results of operations would have been had the Dispositions occurred on the dates indicated, nor does it purport to project the Company’s financial position or results of operations for any future period.
(d) Exhibits
Exhibit No. |
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Description |
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10.1 |
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10.2 |
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10.3 |
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99.1 |
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Unaudited Pro Forma Condensed Consolidated Financial Information. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
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 Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GENERATION INCOME PROPERTIES, INC. |
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Date: February 23, 2026 |
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By: |
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/s/ Ron Cook |
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Ron Cook |
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Principal Finance and Accounting Officer |
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PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT, dated as of October 23, 2025 (the “Effective Date”), is entered into by and between REALTY INCOME PROPERTIES 26, LLC, a Delaware limited liability company, as buyer (together with its successors and assigns, “Buyer”), and GIPCO 585 24 1/2 ROAD, LLC, a Delaware limited liability company, as seller (together with its successors and assigns, “Seller”).
WITNESSETH:
Seller is the owner of the Property (as hereinafter defined). Buyer desires to purchase the Property from Seller, and Seller desires to sell the Property to Buyer, on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the foregoing and the mutual covenants and promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller hereby mutually covenant and agree as follows:
SUMMARY OF TERMS
Property Address: 585 24 1/2 Road, Grand Junction, CO 81505
Lease: That certain Lease dated as of February 27, 2006, by and between Seller, as landlord, and Best Buy Stores, L.P., a Virginia limited partnership (“Tenant”), as tenant, as amended and assigned.
Purchase Price: $4,972,704
Earnest Money Deposit: $100,000
Due Diligence Period: The period beginning on the Effective Date and ending at 5:00 p.m. Pacific Time on the date that is the later of (a) thirty (30) days after the Effective Date, or (b) ten (10) Business Days after Buyer’s receipt of the completed Third-Party Reports; provided, however, that in no event shall the Due Diligence Period, nor any extension thereof, extend beyond or cause the Closing to occur after the Closing Date.
Closing Date: Fifteen (15) days after the expiration of the Due Diligence Period, and in no event later than December 5, 2025.
Title Company: Fidelity National Title Insurance Company, One East Washington Street, Suite 450, Phoenix, Arizona 85004, Attn: Ms. Kelli Vos, Phone: (602) 343-7572), Email: [email protected].
Transaction Costs:
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Seller |
Buyer |
Split |
Base premium for a standard form Owner’s Title Policy |
X |
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All fees charged by Title Company for the title searches, title inspections, and title commitment(s) |
X |
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Premium for any upgrade to the Owner’s Title Policy for extended or additional coverage and any endorsements |
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X |
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Any transfer taxes, documentary stamp taxes, deed taxes, intangible tax, and like charges associated with the sale and conveyance of the Property (excluding any mortgage taxes) |
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X |
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Recording Fees (other than as noted above) |
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X |
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The cost of releasing and/or terminating any liens, judgments, and other encumbrances (including, without limitation, any recording fees) |
X |
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Escrow Charges |
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X |
Third-Party Reports |
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X |
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Brokerage Commission |
X |
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Leasehold Taxes |
X |
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Costs and expenses related to Seller’s compliance with any local law requirements as discussed in this Agreement |
X |
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All fees and expenses of Seller’s legal counsel, accountants, and other professional advisers |
X |
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All fees and expenses of Buyer’s legal counsel, accountants, and other professional advisers |
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X |
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Buyer’s Broker: None
Seller’s Broker: Matt Berres of Newmark
Notice Addresses:
If to Seller: GIPCO 585 24 1/2 ROAD, LLC
401 East Jackson Street, Suite 3300
Tampa, Florida 33602
Attn: David Sobelman
Phone: (813) 448-1234
Email: [email protected]
With a copy to: Trenam Law
200 Central Avenue, Suite 1600
St. Petersburg, Florida 33702
Attn: Timothy M. Hughes, Esq.
Phone: (727) 820-3965
Email: [email protected]
If to Buyer: REALTY INCOME PROPERTIES 26, LLC
c/o Realty Income Corporation
11995 El Camino Real
San Diego, CA 92130
Attn: Legal Department
Phone: (858) 294-5000
Email: [email protected]
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ARTICLE I
DEFINED TERMS
The following terms shall have the following meanings for all purposes of this Agreement:
“Additional Title Objections” means a title encumbrance and/or defect that occurs for the first time after Buyer has obtained the initial Title Commitment, Survey, and Zoning Report, was neither created by nor with the consent of Buyer or anyone for whom Buyer is responsible.
“Affiliate”, or any derivation thereof, means any Person which directly or indirectly controls, is under common control with, or is controlled by any other Person. For purposes of this definition, “controls”, “under common control with” and “controlled by” mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or otherwise.
“Agreement” means this Purchase Agreement, and shall include all assignments, amendments, and/or modifications hereto.
“Approval Notice” means that certain notice set forth in Section 3.07 below.
“Assignment and Assumption of Lease” means that certain Assignment and Assumption of Lease, in form and substance as set forth on Exhibit G attached hereto and incorporated herein by this reference.
“Assignment of Warranties” means that certain Assignment of Warranties, in form and substance as set forth on Exhibit C attached hereto and incorporated herein by this reference.
“Broker(s)” means, individually or collectively, as the context may require, the Seller’s Broker and the Buyer’s Broker as set forth in the Summary of Terms.
“Brokerage Commission” means the amount of money due to Seller’s Broker from Seller pursuant to a separate agreement between Seller’s Broker and Seller with respect to the sale of the Property.
“Business Day” means any day that is not a Saturday, Sunday, or federal holiday on which national banks are closed for business (ending at 11:59 PM Pacific Time on any given Business Day).
“Buyer’s Broker” means the Buyer’s Broker as set forth in the Summary of Terms.
“Buyer’s Due Diligence Team” means any one or more of Buyer and/or any of Buyer’s officers, employees, agents, independent contractors, advisors, architects, contractors, subcontractors, engineers, and/or designees.
“Buyer Event of Default” means the events listed in Section 7.05 below.
“Buyer’s Title Objections” means Buyer’s objection(s) to any exceptions or other matters shown on the Title Commitment, the Zoning Report, or the Survey.
“Certificate of Occupancy” means a final certificate of occupancy that demonstrates to all third parties that proper city officials have determined that a building is ready for occupancy and complies with all zoning ordinances as well as structural, fire, life, and safety codes.
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“Closing” means the consummation of the Transaction on the Closing Date.
“Closing Date” means the date that is set forth or described as such in the Summary of Terms, or such earlier date as is mutually agreed to in writing by Buyer and Seller, as the same may be amended, modified, and/or extended as provided herein.
“Closing Instructions” means escrow instructions prepared in connection with the closing of a commercial real estate transaction, executed by Title Company and Seller or Buyer, as applicable, identifying the parties’ duties and obligations in connection with the Closing.
“Closing Statement” means a closing statement prepared by Title Company and executed by Title Company and Buyer or Seller, as applicable, which accurately reflects the credits, prorations, and adjustments provided for in this Agreement.
“Deed” means that certain deed, in form and substance as set forth on Exhibit E attached hereto and incorporated herein by this reference, whereby Seller conveys to Buyer good and marketable fee simple title to all of Seller’s right, title and interest in and to the Real Property, subject only to the Permitted Encumbrances.
“Due Diligence Period” means the period of time described as such in the Summary of Terms.
“Earnest Money Deposit” means the amount of money set forth in the Summary of Terms.
“Environmental Laws” means all federal, state and local laws, ordinances, rules and regulations now or hereinafter in force, as amended from time to time, and all federal and state court decisions, consent decrees and orders interpreting or enforcing any of the foregoing, in any way relating to or regulating human health or safety, or industrial hygiene or environmental conditions, or protection of the environment, or pollution or contamination of the air, soil, surface water or groundwater, and includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq., and the Clean Water Act, 33 U.S.C. §1251, et seq.
“Environmental Reports” means, collectively, any (a) Phase I environmental site assessment(s) or other noninvasive environmental investigation report(s), and (b) Phase II or other subsurface, invasive environmental investigation report(s).
“FIRPTA” means a “non-foreign” tax affidavit, in form and substance reasonably acceptable to Buyer and Title Company, duly executed by Seller pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.
“Governmental Authority” means the United States of America, any state or other political subdivision thereof, any other entity exercising executive, judicial, regulatory, or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing.
“Hazardous Materials” shall mean any substance or material that is described as a toxic or hazardous substance, waste or material or a pollutant or contaminant, or words of similar import, in any of the Environmental Laws, and includes asbestos, petroleum (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), petroleum products, polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive matter, medical waste, and chemicals which may cause cancer or reproductive toxicity.
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“Independent Consideration” means $100.00, which shall be paid out of the Earnest Money Deposit.
“Insolvency Event” any petition in bankruptcy (voluntary or, to the best of the applicable party’s knowledge, otherwise), assignment for the benefit of creditors or petition seeking reorganization or arrangement or other action under federal or state bankruptcy or insolvency laws is pending against or contemplated by the applicable party.
“Inspections” means any assessments, investigations, tests, and/or due diligence activities conducted by members of Buyer’s Due Diligence Team that Buyer deems necessary and reasonably appropriate, in Buyer’s sole discretion, to evaluate the Property in connection with the Transaction.
“Lease” means the lease agreement described above in the Summary of Terms, including any amendments or supplements thereto and any guaranty held by Seller relating thereto.
“Lease Proof of Insurance” means insurance certificates, in form and substance reasonably satisfactory to Buyer, that evidence and confirm the insurance coverages, limits, and policies required to be carried by Tenant pursuant to the terms of the Lease currently exist and are in full force and effect.
“Leasing Costs” means any and all allowances, lease buyout costs, tenant moving expenses, leasing commissions, tenant improvement costs, rent abatements, and other similar costs, expenses, and inducements, if any, with respect to the Lease.
“Legal Requirements” means all applicable statutes, regulations, rules, ordinances, codes, licenses, permits, orders, and approvals of each Governmental Authority having jurisdiction over the Property, including, without limitation, all health, building, fire, safety, and other codes, ordinances and requirements, the Americans With Disabilities Act of 1990, and all policies or rules of common law, in each case, as amended, supplemented, or modified, and any judicial or administrative interpretation thereof, including any judicial order, consent, decree, or judgment applicable to the Property, Tenant, or Seller.
“Liens” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other, including without limitation, a mechanics’ lien), preference, priority, or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction) created by or through Seller, and expressly excluding any created by or through Tenant.
“Losses” means any and all claims, lawsuits, suits, liabilities (including, without limitation, strict liabilities), actions, causes of action, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, interest, charges, fees, expenses, judgments, decrees, awards, amounts paid in settlement, and damages of whatever kind or nature (including, without limitation, attorneys’ fees, court costs, and costs incurred in the investigation, defense, and settlement of claims).
“Memorandum of Lease” means any recorded or unrecorded memorandum of the Lease.
“Notices” means any and all notices, demands, designations, certificates, requests, consents, approvals, appointments, and other instruments delivered pursuant to this Agreement.
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“Owner’s Title Policy” means an owner’s policy of title insurance on the current ALTA form or its jurisdictional equivalent in accordance with Buyer’s approved pro forma owner’s title insurance policy, or marked-up Title Commitment, which shall (a) be in an amount not to exceed the Purchase Price; (b) show Buyer’s good and marketable fee simple title in the Property; (c) commit to insure Buyer’s interest in the Property, subject only to the Permitted Encumbrances; and (d) contain such endorsements and extended coverage as Buyer may require, to the extent such endorsements are applicable and available under the laws of the state in which a Property is located.
“Permitted Encumbrances” means: (a) applicable zoning and building ordinances and land use regulations; (b) the lien of any and all taxes and assessments not yet due and payable; (c) easements, licenses, covenants, conditions, restrictions, leases, reservations, exceptions and other encumbrances referenced in the Title Commitment and not specifically objected to by Buyer in the Title Objection Notice (defined below); (d) intentionally deleted; (e) any exceptions caused by Buyer or Buyer’s agents, representatives or employees; (f) any matters accepted or deemed accepted by Buyer pursuant to the terms and conditions of this Agreement; (g) the Lease; and (h) any matters agreed to by the parties in writing.
“Person” means any natural person, firm, corporation, partnership, limited liability company, other entity, state, political subdivision of any state, the United States of America, any agency or instrumentality of the United States of America, or any other public body or other organization or association.
“Property” means, collectively, and only to the extent owned by Seller: (a) the Real Property, including all fixtures affixed thereto; (b) all plans, specifications, and studies pertaining to the Real Property in Seller’s possession or reasonable control; (c) all mineral, oil and gas rights, water rights, sewer rights, and other utility rights allocated to the Real Property; (d) all development rights and real estate-related approvals and certificates of occupancy; (e) all leases and rental agreements relating to the Real Property or any portion thereof, including, without limitation, all rent, prepaid rent, security deposits, and other payments and deposits, as applicable; (f) intangible personal property now or hereafter used exclusively in connection with the operation, ownership, maintenance, management, or occupancy of the Real Property (to the extent assignable); and (g) all appurtenances, easements, licenses, privileges, and other property interests belonging or appurtenant to the Real Property.
“Property Condition Reports” means any current property condition assessments and limited compliance audits obtained by Buyer in connection with the Transaction which may include a roof assessment and a report on compliance with the Americans with Disabilities Act.
“Purchase Price” means the purchase price for the Property set forth in the Summary of Terms.
“Real Property” means the parcel or parcels of real property more particularly described on Exhibit A attached hereto and incorporated herein by this reference, and, to the extent owned by Seller, any and all improvements located thereon and rights, easements, and appurtenances thereto.
“Release” means any spilling, pumping, pouring, emitting, emptying, discharging, injecting, leaching, dumping or disposing into the environment of Hazardous Materials onto or through soil, surface water or groundwater.
“Required Title Condition” means the Buyer’s title policy endorsements set forth in Section 3.01(b)(vi) below.
“Seller Event of Default” means the events listed in Section 7.01 below.
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“Seller’s Historical Documents” means, collectively, the items listed on Exhibit I attached hereto and incorporated herein by this reference, to the extent they exist and are in Seller’s possession or reasonable control.
“Survey” means a current ALTA/NSPS “as-built” survey for the Real Property obtained by Buyer in connection with the Transaction, certified to Buyer, Seller, and Title Company, and drawn in accordance with Buyer’s survey standards.
“Survival Period” means the period set forth in Section 4.01 below.
“Tenant Contact Form” means that certain online tenant contact form accessible at https://app.smartsheet.com/b/form/f8f54d39c0be4d52bdef5e0e26a8b70d, incorporated herein by this reference.
“Tenant Estoppel Certificate” means an estoppel certificate, dated not more than thirty (30) days prior to the Closing Date, from Tenant in form and substance as attached to the Lease as Schedule A.
“Tenant Notice Letter” means that certain tenant notice letter, in form and substance as set forth on Exhibit H attached hereto and incorporated herein by this reference.
“Termination Notice” means that certain termination notice set forth in Section 3.07 below.
“Third-Party Reports” means the Survey, Phase I environmental site assessment, Property Condition Reports, and Zoning Report.
“Title Commitment” means a current commitment for title insurance (owner’s policy) with respect to the Property, issued by Title Company to Buyer on the current ALTA form or its jurisdictional equivalent in the amount of the Purchase Price.
“Title Company” means the title company described in the Summary of Terms.
“Title Company Affidavit” means an affidavit as to debts, liens and parties-in-possession, or other similar type of affidavit, in a form sufficient for Title Company to issue to Buyer the Owner’s Title Policy, together with such additional affidavits, documents, and undertakings as may be reasonably required by Title Company to allow for the deletion of any mechanic’s lien exceptions and/or other standard exceptions from the Owner’s Title Policy to the extent required hereunder.
“Transaction” means the purchase and sale of the Property in accordance with the terms, provisions, covenants, and conditions contained within this Agreement.
“Transaction Costs” means, collectively, any and all out of pocket costs and expenses incurred in connection with the Transaction (whether or not the Transaction closes) including, but not limited to, the items set forth in the Summary of Terms.
“Transaction Documents” means, collectively and only if applicable, the following documents: this Agreement, the Lease, Deed, Assignment and Assumption of Lease, Assignment of Warranties, FIRPTA, Title Company Affidavit, Tenant Notice Letter, Lease Proof of Insurance, any side letters or additional agreements as between Seller and Buyer, and any and all documents referenced in this Agreement or any of the Transaction Documents, as well as such other documents, instruments, and certificates as are reasonably requested by Buyer and/or Title Company.
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“Warranties” means any warranty or guaranty relating to the fixtures or improvements located on the Property and owned by Seller, including, without limitation, any roof warranty, any heating and air conditioning equipment warranty, or any warranty or guaranty related to construction of improvements at the Property, but only to the extent they are assignable and relate to such fixtures or improvements located on the Property and owned by Seller.
“Zoning Report” means a zoning report obtained by Buyer in connection with the Transaction that certifies, among other things, whether the Property complies with all zoning ordinances of the Governmental Authority having jurisdiction over the Property and, if the Property does not comply, identifies the areas of noncompliance.
ARTICLE II
PURCHASE OF PROPERTY
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ARTICLE III
DUE DILIGENCE
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ARTICLE IV
REPRESENTATIONS, WARRANTIES, AND COVENANTS
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All representations and warranties of Seller made in this Agreement shall (i) be true as of the Effective Date, and (ii) be deemed to have been made again and be true as of the Closing Date, except as expressly stated otherwise herein. The right to commence an action based on a breach of a representation or warranty contained in this Section 4.01 shall survive Closing for one (1) year following the Closing Date (the “Survival Period”).
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All representations and warranties of Buyer made in this Agreement shall (i) be true as of the Effective Date, and (ii) be deemed to have been made again and be true as of the Closing Date, except as expressly stated otherwise herein. The right to commence an action based on a breach of a representation or warranty contained in this Section 4.02 shall survive Closing for one (1) year following the Closing Date.
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ARTICLE V
CONDITIONS PRECEDENT TO CLOSING
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If the conditions precedent to Buyer’s obligation to effect the Closing set forth in this Section 5.01 are not timely satisfied (and Buyer has not waived same in writing), then Buyer, in Buyer’s sole and absolute discretion, may either: (i) pursue its rights and remedies under Section 7.02 (if the conditions precedent are not satisfied due to a Seller Event of Default); (ii) waive any unsatisfied condition and consummate the Transaction; or (iii) terminate this Agreement by delivering written notice of said termination to Seller, whereupon the Earnest Money Deposit shall be immediately refunded to Buyer and neither Seller nor Buyer shall have any further liabilities or obligations under this Agreement, except for any obligations that expressly survive termination. Notwithstanding anything to the contrary contained in this Agreement, in no event shall a failure to satisfy the conditions precedent to Buyer’s obligation to effect the Closing set forth in subsections (c), (d), or (e) above constitute a Seller Event of Default under this Agreement.
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If any of the foregoing conditions has not been satisfied or waived as of the Closing Date, and Seller has not caused or contributed to any such conditions not being satisfied or waived, then Seller shall have the right, exercisable by delivery of written notice to Buyer on or before the Closing Date, to terminate this Agreement (provided that the failure of such condition shall not, in and of itself, constitute a Buyer Event of Default) without waiver of any rights or remedies under Section 7 below, and upon such termination, the Earnest Money Deposit shall be retained by Seller and this Agreement shall be null and void, except those provisions that expressly survive termination of this Agreement; the parties hereto acknowledge and agree that it is impossible to estimate more precisely the damages which might be suffered by Seller upon such termination, and that said Earnest Money Deposit is a reasonable estimate of Seller’s probable loss in the event of such termination. Seller’s retention of said Earnest Money Deposit is intended not as a penalty, but as full liquidated damages.
ARTICLE VI
CLOSING
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ARTICLE VII
DEFAULTS; REMEDIES
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__DS_____________ ___KE____________
Initials of Seller Initials of Buyer
ARTICLE VIII
MISCELLANEOUS
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BUYER REPRESENTS TO SELLER THAT BUYER WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY AS BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY HIMSELF/ITSELF AS TO ANY MATTER RELATING TO THE PROPERTY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER, SELLER'S AGENTS, EMPLOYEES OR THIRD PARTIES REPRESENTING, OR PURPORTING TO REPRESENT SELLER, WITH RESPECT THERETO OTHER THAN THE REPRESENTATIONS OR WARRANTIES OF SELLER SET FORTH IN THE AGREEMENT OR IN ANY CLOSING DOCUMENT EXECUTED BY SELLER AND DELIVERED TO BUYER AT OR PRIOR TO CLOSING. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT OR IN ANY CLOSING DOCUMENT EXECUTED BY SELLER AND DELIVERED TO BUYER AT OR PRIOR TO CLOSING, UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS REGARDING THE PROPERTY MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS, AND BUYER, UPON CLOSING, SHALL BE DEEMED, ON BEHALF OF ITSELF AND ON BEHALF OF ITS TRANSFEREES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, TO WAIVE, RELINQUISH, RELEASE AND FOREVER DISCHARGE SELLER AND SELLER'S AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, BY REASON OF OR ARISING OUT OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT DEFECT OR OTHER PHYSICAL CONDITION WHETHER PURSUANT TO STATUTES IN EFFECT IN THE STATE OF COLORADO OR ANY FEDERAL OR LOCAL ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR REGULATION, THE EXISTENCE OF ANY HAZARDOUS MATERIALS WHATSOEVER, ON, AT, TO, IN, ABOVE, ABOUT, UNDER, OR FROM THE PROPERTY, OR BY REASON OF ANY VIOLATION OF ANY SUBDIVISION LAW, RULE OR REGULATION APPLICABLE TO THE PROPERTY WHETHER ARISING PURSUANT TO STATUTES IN EFFECT IN THE STATE OF COLORADO OR ANY LOCAL ORDINANCE, LAW, RULE OR REGULATION. BUYER’S RELEASE OF SELLER AS SET FORTH IN THIS SECTION 8.26 SHALL NOT PERTAIN TO ANY CLAIM OR CAUSE OF ACTION BY BUYER AGAINST SELLER FOR A BREACH BY SELLER OF THE WARRANTY OF TITLE INCLUDED IN THE DEED OR THE BREACH BY SELLER OF ANY REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THE AGREEMENT OR IN ANY CLOSING DOCUMENT EXECUTED BY SELLER AND DELIVERED TO BUYER AT OR PRIOR TO CLOSING, OR FOR ANY CLAIM ARISING FROM SELLER’S FRAUD OR INTENTIONAL MISREPRESENTATION.
30
The provisions of this Section 8.26 shall survive the Closing. Buyer and Seller acknowledge and agree that the disclaimers and other agreements set forth herein are an integral part of this Agreement and that Seller would not have agreed to sell the Property to Buyer for the Purchase Price and Buyer would not have agreed to enter into the transaction contemplated by this Agreement without such disclaimers and other agreements set forth above.
[Remainder of page intentionally left blank; signature pages to follow]
31
IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement to be enforceable on the Effective Date.
BUYER:
Realty Income Properties 26, LLC,
a Delaware limited liability company
By: Realty Income Corporation,
a Maryland corporation, its member manager
By: /s/Karolina Ericsson
Name: Karolina Ericsson
Title: SVP, Associate General Counsel
SELLER:
GIPCO 585 24 1/2 ROAD, LLC,
a Delaware limited liability company
By: /s/David Sobelman
David Sobelman,
its President
32
JOINDER BY TITLE COMPANY
Title Company has executed this Agreement in order to confirm that Title Company shall hold the Earnest Money Deposit required to be deposited under this Agreement in escrow, and shall disburse the Earnest Money Deposit pursuant to the provisions of this Agreement.
TITLE COMPANY:
Fidelity National Title Insurance Company
By:
Name:
Title:
33
EXHIBITS
Exhibit A - Legal Description
Exhibit B - Intentionally Omitted
Exhibit C - Form Assignment of Warranties
Exhibit D - Intentionally Omitted
Exhibit E - Form Deed
Exhibit F - Intentionally Omitted
Exhibit G - Form Assignment and Assumption of Lease
Exhibit H - Form Tenant Notice Letter
Exhibit I - Seller’s Historical Documents
Exhibit J - Warranties
34
EXHIBIT A
to that certain
Purchase Agreement
Legal Description
Exhibit A – 1
EXHIBIT B
to that certain
Purchase Agreement
Intentionally Omitted
Exhibit B – 1
EXHIBIT C
to that certain
Purchase Agreement
Form Assignment of Warranties
ASSIGNMENT OF WARRANTIES
____________________, 202_ (the “Effective Date”)
THIS ASSIGNMENT OF WARRANTIES (this “Assignment”) is entered into by and between ________________________, a ______________________ (“Assignor”), as assignor, and [BUYER ENTITY], a Delaware limited liability company (“Assignee”), as assignee.
RECITALS
A. Pursuant to the terms of that certain Purchase Agreement, dated as of ____________________, 20__, entered into by and between Assignor and Assignee (as may be assigned, amended, and/or modified, the “Purchase Agreement”), Assignor agreed to sell to Assignee, and Assignee agreed to purchase from Assignor, inter alia, certain real property, the improvements located thereon and certain rights appurtenant thereto owned by Assignor, all as more particularly described in the Purchase Agreement (collectively, the “Property”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
B. The Purchase Agreement provides, inter alia, that Assignor and Assignee shall enter into this Assignment and that Assignor shall assign to Assignee all of Assignor’s right, title and interest, if any, in and to the guaranties and warranties described herein, only to the extent they are assignable and only as they relate to the Property, all without warranty or representation as to the ownership, effectiveness, validity or enforceability thereof.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, Assignor and Assignee hereto hereby agree as follows:
ASSIGNMENT
1. Assignment of Warranties. On the Effective Date, Assignor hereby assigns, sets over, transfers and conveys to Assignee all of Assignor’s right, title and interest, if any, in, to and under, and Assignee hereby accepts the assignment of, all guarantees and warranties from all contractors, subcontractors, vendors, or suppliers regarding the performance, quality of workmanship or quality of materials supplied in connection with the construction, manufacture, development, installation, repair or maintenance of the Property or any component thereof, only to the extent they are assignable and only as they relate to the Property, all without warranty or representation as to the ownership, effectiveness, validity or enforceability thereof:
THE FOREGOING ARE HEREBY CONVEYED TO ASSIGNEE IN AN “AS IS,” “WHERE IS,” “WITH ALL FAULTS” CONDITION AND ASSIGNOR DOES NOT WARRANT, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES OF TRANSFER, QUALITY, FITNESS AND MERCHANTABILITY RELATING TO ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE FOREGOING OR THE
Exhibit C – 1
FITNESS OF ANY OF THE FOREGOING CONVEYED HEREBY FOR A PARTICULAR USE OR PURPOSE OR FOR ASSIGNEE’S INTENDED USE OR PURPOSE.
Further, Assignor makes no representation or warranty with respect to the conveyance of any of the items assigned hereby, nor shall Assignor be deemed in any event to be a warrantor, guarantor, or surety for the obligations of any maker of any warranties or guaranties assigned or conveyed hereunder. The guaranties and warranties and all rights, interest and title therein and thereto conveyed hereby from Assignor to Assignee shall be without recourse to Assignor.
2. Severability. If any term or provision of this Assignment or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Assignment or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Assignment shall be valid and enforced to the fullest extent permitted by law.
3. Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument, and Assignor and Assignee agree that the use of pdf signatures (by email) for the negotiation and execution of this Assignment shall be legal and binding and shall have the same full force and effect as if originally signed.
4. Miscellaneous. This Assignment and the obligations of Assignor and Assignee herein shall (a) survive the Closing of the Transaction, (b) not be merged therein, and (c) be binding upon and inure to the benefit of Assignor and Assignee hereto, their respective legal representatives, successors and assigns and may not be modified or amended in any manner other than by a written agreement signed by the party to be charged therewith.
5. Attorneys’ Fees. Should either party employ attorneys to enforce any of the provisions hereof, the non-prevailing party agrees to pay the prevailing party all reasonable costs, charges, and expenses, including reasonable attorneys’ fees, expended or incurred by the prevailing party in connection therewith.
[Remainder of Page Intentionally Blank; Signature Page Follows]
Exhibit C – 2
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment to be enforceable on the Effective Date.
ASSIGNOR:
[Seller entity]
By:
Name:
Title:
ASSIGNEE:
[Buyer entity]
By:
Name:
Title:
Exhibit C – 3
EXHIBIT D
to that certain
Purchase Agreement
Intentionally Omitted
Exhibit D – 1
EXHIBIT E
to that certain
Purchase Agreement
Form Deed
[To be conformed to state customs and requirements]
Recording requested by, and
After recording return to:
[Realty Income entity]
Attn: Legal Acquisitions
11995 El Camino Real
San Diego, CA 92130
(858) 284-5000
Send tax statements to:
[Realty Income entity]
Attn: Tax Department
11995 El Camino Real
San Diego, CA 92130
Property Tax Parcel Number: [###-###-###]
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is made as of _____________, 20____, by ______________________________, a _________________, whose address is ______________________________ (hereinafter referred to as “Grantor”) to ______________________________, a _________________, whose address is ______________________________, (hereinafter referred to as “Grantee”).
(Whenever used herein, the terms “Grantor” and “Grantee” shall be deemed to include all of the parties to this instrument and the successors and assigns of each party.)
WITNESSETH:
THAT, the Grantor, for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, sells, conveys, confirms, remises, releases and transfers unto the Grantee all of Grantor’s right, title, and interest in and to that certain land situate in Mesa County, Colorado, legally described on Exhibit A hereto;
TOGETHER WITH all tenements, hereditaments and appurtenances, and every privilege, right, title, interest and estate, reversion, remainder and easement thereto belonging or in anywise appertaining (collectively, the “Property”).
TO HAVE AND TO HOLD, the same in fee simple forever, subject to the matters set forth on Exhibit B.
Exhibit E – 1
AND, the Grantor does hereby covenant with the Grantee that the Grantor is lawfully seized of the Property in fee simple; that it has good, right and lawful authority to sell and convey the Property; that it warrants the title to the Property and will defend the same against the claims of all persons claiming by, through and under Grantor but not otherwise.
[Remainder of Page Intentionally Blank; Signature Page Follows]
Exhibit E – 2
IN WITNESS WHEREOF, the Grantor has caused this Special Warranty Deed to be executed and delivered as of the day and year first above written.
Signed, sealed and delivered
in the presence of: GRANTOR:
WITNESS:
a
By:
Printed Name: Printed Name:
Title:
Printed Name:
STATE OF ________________ )
COUNTY OF )
I, a Notary Public of the County of ________________, State aforesaid that _______________________________, as ______________________ of ________________________ , a _____________________, on behalf of the _______________. He/She (check one) (__) is personally known to me or (__) has produced ________________________ as identification.
(Official Stamp-Seal) Official Signature of Notary Public
(Type, Print or Stamp Name)
My commission expires:______________________
Exhibit E – 3
EXHIBIT A to
EXHIBIT E - The Form Deed
Legal Description
[Insert legal description from Buyer’s pro forma title policy]
Exhibit E – 4
EXHIBIT B to
Exhibit E - The Form Deed
Permitted Exceptions
[Insert title exceptions from Buyer’s pro forma title policy]
Exhibit E – 5
EXHIBIT F
to that certain
Purchase Agreement
Intentionally Omitted
Exhibit F – 1
EXHIBIT G
to that certain
Purchase Agreement
Form Assignment and Assumption of Lease
ASSIGNMENT AND ASSUMPTION OF LEASE
This Assignment and Assumption of Lease (“Assignment”) dated _______, 202_ (“Effective Date”) is entered into by and between [Assignor Entity] (“Assignor”) and [Realty Income Entity] (“Assignee”).
RECITALS
A. Pursuant to the terms of that certain [Purchase and Sale Agreement], dated as of ________________, 202_, by and between Assignor and Assignee (the “Purchase Agreement”), Assignor agreed to sell to Assignee certain real property, the improvements located thereon and certain rights appurtenant thereto owned by Assignor, located at [Premises Address, City, State], and as such property is more particularly described in the Purchase Agreement (the “Property”). Initially capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement; and
B. The Purchase Agreement provides that Assignor shall assign to Assignee the Assignor’s interest as landlord in the [Lease] dated [date], together with the security deposits associated therewith (if any), and, subject to the terms and conditions hereof, and that Assignor and Assignee shall enter into this Assignment.
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid to Assignor by Assignee, Assignee’s purchase of the Property and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Assignor and Assignee, Assignor and Assignee hereby covenant and agree as follows:
ASSIGNMENT AND ASSUMPTION
1. Assignment. Assignor hereby assigns, transfers and conveys to Assignee, all right, title and interest of Assignor as landlord under the Lease. Assignor shall indemnify, defend, and hold Assignee harmless from any loss, claim or damage (including, without limitation, reasonable attorneys’ fees and costs and expenses of litigation) arising out of (a) any obligation or liability of the landlord or lessor under the Lease which was to be performed or which became due during the period in which Assignor owned the Property, and (b) any obligation or liability of landlord under the Lease arising after the date hereof relating to acts or omissions occurring prior to the date hereof during the period Assignor owned the Property.
2. Assumption. Assignee hereby accepts said assignment and assumes and agrees to keep, observe and perform all of the covenants, conditions, terms and provisions under the Lease to be kept, observed and performed by the landlord therein from and after the Effective Date. Assignee shall indemnify, defend, and hold Assignor harmless from any loss, claim or damage (including, without limitation, reasonable attorneys’ fees and costs and expenses of litigation) arising out of Assignee’s failure to perform any obligations or liability of the landlord under the Lease arising on or after the date upon which the Lease is assumed by Assignee hereunder.
Exhibit G – 1
3. Severability. If any term or provision of this Assignment or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Assignment or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Assignment shall be valid and enforced to the fullest extent permitted by law.
4. Counterparts. This Assignment may be executed in counterparts, each of which shall be an original and all of which counterparts taken together shall constitute one and the same agreement.
5. Miscellaneous. This Assignment and the obligations of Assignor and Assignee herein shall survive the Closing and shall not be merged therein, shall be binding upon and inure to the benefit of Assignor and Assignee hereto, their respective legal representatives, successors and assigns and may not be modified or amended in any manner other than by a written agreement signed by the party to be charged therewith.
6. Attorneys’ Fees. Should either party employ attorneys to enforce any of the provisions hereof, the non-prevailing party agrees to pay the prevailing party all reasonable costs, charges, and expenses, including reasonable attorneys’ fees, expended or incurred by the prevailing party in connection therewith.
[Remainder of Page Intentionally Blank; Signature Page Follows]
Exhibit G – 2
IN WITNESS WHEREOF, the undersigned have executed this Assignment to be enforceable on the Effective Date.
ASSIGNOR:
[Assignor entity]
By: _________________________________
Name: ______________________________
Title: _______________________________
ASSIGNEE:
[Assignee entity]
By: _________________________________
Name: ______________________________
Title: _______________________________
Exhibit G – 3
EXHIBIT H
to that certain
Purchase Agreement
Form Tenant Notice Letter
TENANT NOTICE LETTER
_____________, 20___
VIA [UTILIZE NOTICE METHOD PROVIDED FOR IN LEASE]
[Tenant Notice Address]
Re: Sale of property located at [Address] (the “Property”)
Ladies and Gentlemen:
Please be advised that _______________, a _______________ (“Seller”), has sold the Property to _______________, a _______________ (“New Landlord”). In connection with such sale, Seller assigned to New Landlord all of its right, title and interest as landlord under that certain [Lease Agreement] dated _______________ and entered into by and between Seller, as landlord, and _______________, a _______________ (“Tenant”), as tenant (as amended or assigned to date, the “Lease”).
All notices required under the above-described Lease and any correspondence regarding the above-referenced Property should be sent to the New Landlord at the following address:
[Buyer Entity]
c/o Realty Income Corporation
11995 El Camino Real
San Diego, CA 92130
Attention: Property Management
Email: [email protected]
Effective as of the date of this letter, unless otherwise directed by New Landlord, Tenant shall pay all base rent, additional rent, and other monetary obligations as required under the Lease to New Landlord by wire transfer. A payment direction notice containing wire instructions, bank letter, current W-9, and contact sheet will be sent via email to the email in the notice provision under the Lease from [email protected].
Please ensure the appropriate contact is prepared to receive the notice and remit funds as required. If you have any questions with respect to the payment set up, or the payment direction notice is not received within 10 days of this letter, please contact [email protected].
To the extent not already provided, please promptly deliver updated certificates of insurance satisfying the requirements set forth in your Lease and naming New Landlord as additional insured and/or loss payee, as applicable. Please send certificates of insurance (ACORD 25 for liability and
Exhibit H – 1
ACORD 28 for property) via email to [email protected] and via mail to the following address:
[Buyer Entity]
c/o Realty Income Corporation
11995 El Camino Real
San Diego, CA 92130
Attention: Risk Management
Email: [email protected]
If you have any questions related to this notice or need additional information, please contact New Landlord’s Property Management team by phone at (___)___-____or via e-mail at [email protected]. Thank you for your attention to this matter.
Very truly yours,
SELLER: [insert signature block]
NEW LANDLORD: [INSERT SIGNATURE BLOCK]
cc:
Exhibit H – 2
EXHIBIT I
to that certain
Purchase Agreement
Seller’s Historical Documents
Exhibit I – 1
Exhibit J
to that certain
Purchase Agreement
Warranties
None.
Exhibit J – 1
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of the Effective Date (hereinafter defined) by and between GIPFL 2601 WESTHALL LANE, LLC, a Delaware limited liability company (“Seller”), with an address of 401 East Jackson Street, Suite 3300, Tampa, Florida 33602, Attn: David Sobelman; Email: [email protected], with a required copy to Trenam Law, 200 Central Avenue, Suite 1600, St. Petersburg, Florida 33702, Attn: Timothy M. Hughes, Esq., Email: [email protected], and THOMPSON, INC., a Delaware Corporation, registered in Alabama as Thompson Holdings, Inc. ("Purchaser"), with an address of 2970 Cottage Hill Road, Suite 190, Mobile, AL 36606, Attn: Chad R. Brown, Email: [email protected], with a required copy to Ryan E. Baya, General Counsel, Email: [email protected].
RECITALS
NOW, THEREFORE, in consideration of the sum of One ($1.00) Dollars and other covenants and agreements herein contained, the parties hereto agree as follows:
AGREEMENT
Within fifteen (15) days after Purchaser’s receipt of the Title Commitment, Purchaser shall give written notice to Seller of any matters that are objectionable to, or deemed a title defect, by Purchaser (“Notice of Title Objections”). Any title defect to which Purchaser does not timely object shall be deemed a Permitted Exception hereunder. Subject to the provisions of this Section 4.1 and the provisions of Section 20.0 below, Seller shall be obligated to cure, at Seller’s expense and/or through the use of Seller’s closing proceeds at Closing, the following defects to the extent that and only to the extent that the same are specified in the Title Commitment and in Purchaser’s Notice of Title Objections (collectively, the “Mandatory Cure Defects”): (a) mortgages arising through Seller, (b) construction liens arising through Seller, (c) back taxes on the Property that are due and payable, (d) judgment liens arising through Seller, and (e) other liens or encumbrances arising through Seller and securing a specific dollar amount. Notwithstanding anything in this Agreement to the contrary, from and after the Effective Date and continuing until Closing occurs, Seller shall have the right, but not the obligation, to refinance and/or restructure any existing mortgage, debt, or other monetary lien or encumbrance affecting the Property, provided that any such refinancing or restructuring shall be deemed a Mandatory Cure Defect in accordance with this Section 4.1. As to any defects other than Mandatory Cure Defects, Seller shall have fifteen (15) days from receipt of the Notice of Title Objections in which to elect either to (i) notify Purchaser that it intends to cure the identified objections and defects on or before the Closing Date (the “Title Cure Period”) and Seller shall use reasonable efforts to cure such objections and defects; or (ii) notify Purchaser that Seller elects not to cure the objections or alleged defects. In the event Seller fails to deliver a response within fifteen (15) days after receipt from Purchaser of the Notice of Title Objections, Seller shall be deemed to have elected not to cure or eliminate said objections and alleged title defects. Purchaser shall have until the later of the expiration of the Due Diligence Period or ten (10) days from receipt of Seller’s notice, or Seller’s
deemed notice, of its election not to cure Purchaser’s objections and alleged title defects (whichever is later), in which to elect either (x) to terminate the Agreement, or (y) to require Seller to deliver title in its then existing condition (with no reduction in the Purchase Price) and to proceed to Closing notwithstanding the objections to title raised by Purchaser, yet still subject to Seller’s obligation to cure the Mandatory Cure Defects. The foregoing remedies shall constitute the exclusive remedies of Purchaser for such failure to deliver title as herein specified.
All of Purchaser’s representations and warranties shall be deemed remade as of the date of the Closing and shall survive the Closing.
The foregoing provisions of Section 8 shall survive the Closing and any earlier termination of this Agreement.
PURCHASER REPRESENTS TO SELLER THAT PURCHASER WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMS NECESSARY OR DESIRABLE TO SATISFY HIMSELF/ITSELF AS TO ANY MATTER RELATING TO THE PROPERTY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER, SELLER'S AGENTS, EMPLOYEES OR THIRD PARTIES REPRESENTING, OR PURPORTING TO REPRESENT SELLER, WITH RESPECT THERETO OTHER THAN THE REPRESENTATIONS OR WARRANTIES OF SELLER SET FORTH IN THE AGREEMENT OR IN ANY CLOSING DOCUMENT EXECUTED BY SELLER AND DELIVERED TO PURCHASER AT OR PRIOR TO CLOSING. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT OR IN ANY CLOSING DOCUMENT EXECUTED BY SELLER AND DELIVERED TO PURCHASER AT OR PRIOR TO CLOSING, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS REGARDING THE PROPERTY MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED, ON BEHALF OF ITSELF AND ON BEHALF OF ITS TRANSFEREES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, TO WAIVE, RELINQUISH, RELEASE AND FOREVER DISCHARGE SELLER AND SELLER'S AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, BY REASON OF OR ARISING OUT OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT DEFECT OR OTHER PHYSICAL CONDITION WHETHER PURSUANT TO STATUTES IN EFFECT IN THE STATE OF FLORIDA OR ANY FEDERAL OR LOCAL ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR REGULATION, THE
EXISTENCE OF ANY HAZARDOUS SUBSTANCES WHATSOEVER, ON, AT, TO, IN, ABOVE, ABOUT, UNDER, FROM OR IN THE VICINITY OF THE PROPERTY, OR BY REASON OF ANY VIOLATION OF ANY SUBDIVISION LAW, RULE OR REGULATION APPLICABLE TO THE PROPERTY WHETHER ARISING PURSUANT TO STATUTES IN EFFECT IN THE STATE OF FLORIDA OR ANY LOCAL ORDINANCE, LAW, RULE OR REGULATION. PURCHASER’S RELEASE OF SELLER AS SET FORTH IN THIS SECTION 21 SHALL NOT PERTAIN TO ANY CLAIM OR CAUSE OF ACTION BY PURCHASER AGAINST SELLER FOR A BREACH BY SELLER OF THE WARRANTY OF TITLE INCLUDED IN THE DEED OR THE BREACH BY SELLER OF ANY REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THE AGREEMENT OR IN ANY CLOSING DOCUMENT EXECUTED BY SELLER AND DELIVERED TO PURCHASER AT OR PRIOR TO CLOSING.
The provisions of this Section 21 shall survive the Closing. Purchaser and Seller acknowledge and agree that the disclaimers and other agreements set forth herein are an integral part of the Agreement and that Seller would not have agreed to sell the Property to Purchaser for the Purchase Price and Purchaser would not have agreed to enter into the transaction contemplated by the Agreement without such disclaimers and other agreements set forth above.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
|
Purchaser:
THOMPSON, INC. a Delaware Corporation
By: /s/Chad Brown Name: Chad Brown Title:CEO
Execution Date: October 31, 2025
|
|
Seller:
GIPFL 2601 WESTHALL LANE, LLC, a Delaware limited liability company
|
|
By: __/s/David Sobelman___________ David Sobelman, its President
Execution Date: October 31, 2025 |
Exhibit “A”
Legal Description of the Property
Exhibit "B"
Due Diligence Materials
Schedule 1
Form of Assignment and Assumption of Lease
and Security Deposit
(subject to review and approval of local co-counsel)
ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSIT
THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND SECURITY DEPOSIT (“Assignment”) is made and entered into as of the _____ day of __________, 20__, by and between ________________, a _______________ (“Assignor”), and ________________________, a ________________ (“Assignee”).
W I T N E S S E T H:
WHEREAS, contemporaneously with the execution hereof, Assignor has conveyed to Assignee certain real property commonly known as _________________________ located in ____________, ______________ County, ______________, and more particularly described on Exhibit “A” attached hereto (the “Property”) ; and
WHEREAS, in connection with said conveyance, Assignor desires to transfer and assign to Assignee all of Assignor’s right, title and interest in and to that certain ______________ affecting the Property, together with the security deposits associated therewith, and, subject to the terms and conditions hereof, Assignee desires to assume Assignor’s obligations in respect of said lease and the security deposits.
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid to Assignor by Assignee, Assignee’s purchase of the Property and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Assignor and Assignee, Assignor and Assignee hereby covenant and agree as follows:
1. Assignor hereby unconditionally and absolutely assigns, transfers, sets over and conveys to Assignee all of Assignor’s right, title and interest as landlord in and to the Lease and all of the rights, benefits and privileges of the landlord thereunder, including without limitation all of Assignor’s right, title and interest in and to all security deposits and rentals thereunder.
2. Assignee hereby assumes all liabilities and obligations of Assignor under the Lease which arise on or after the date hereof and agrees to perform all obligations of Assignor under the Lease which are to be performed or which become due on or after the date hereof (except those obligations for which Assignee is indemnified pursuant to Section 3 below for which Assignor shall remain liable and except for those obligations arising due to acts or omissions occurring prior to the date hereof).
3. Assignor shall defend, indemnify, and hold Assignee harmless from any claim, liability, cost or expense (including without limitation reasonable attorneys’ fees and costs) arising out of (a) any obligation or liability of the landlord or lessor under the Lease which was to be performed or which became due during the period in which Assignor owned the Property, and (b) any obligation or liability of landlord under the Lease arising after the date hereof relating to acts or omissions occurring prior to the date hereof during the period Assignor owned the Property.
4. Assignee shall defend, indemnify and hold Assignor harmless from any claim, liability, cost or expense (including without limitation reasonable attorneys’ fees) arising out of Assignee’s failure to perform any obligations or liability of the landlord under the Lease arising on or after the date upon which the Lease is assumed by Assignee hereunder.
5. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee, their respective legal representatives, successors and assigns. This Assignment may be executed in counterparts, each of which shall be deemed an original and all of such counterparts together shall constitute one and the same Assignment.
IN WITNESS WHEREOF, the duly authorized representatives of Assignor and Assignee have caused this Assignment to be properly executed under seal as of this day and year first above written.
ASSIGNOR:
________________________, a ____________________
By:
Name:
Its:
ASSIGNEE:
_________________________, a ___________________
By:
Name:
Title:
Exhibit A - Legal Description
Schedule 2
Form of General Assignment
GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT (this “Assignment”) is made as of the _____ day of ____________ 20___, by _____________________________ (“Seller”) to _____________________________ (“Purchaser”).
WHEREAS, of even date herewith, Seller has conveyed to Purchaser the real property described in Exhibit A attached hereto (the “Property”); and
WHEREAS, Seller and Purchaser intend that Seller also convey to Purchaser, without warranty or representation of any kind, including without limitation, any warranty, representation and/or covenant with respect to Seller’s ownership or right to assign, all of the additional rights and interests described below (collectively, the “Additional Rights”).
NOW, THEREFORE, Seller, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, hereby agrees as follows:
All capitalized terms not otherwise defined in this Assignment shall have the same meanings as set forth in the Purchase and Sale Agreement by and between Seller and Purchaser effective as of __________________.
Seller hereby transfers, conveys, assigns, quitclaims, and releases to Purchaser, at no cost to Seller, all of Seller’s right, title, and interest, if any, in and to the following, only to the extent they are assignable and only as they relate to the Land, without warranty or representation as to the ownership, effectiveness, validity or enforceability thereof:
all warranties and agreements from all contractors, subcontractors, vendors, or suppliers regarding the performance, quality of workmanship or quality of materials supplied in connection with the construction, manufacture, development, installation, repair or maintenance of the Improvements, the Personalty or any component thereof;
all certificates, licenses, permits, authorizations, consents and approvals from governmental authorities with respect to (1) the design development, construction and installation of any improvements on the Property, (2) any water usage permits applicable to the Property, and (3) the use, operation and occupancy of the Property, including, without limitation, certificates of occupancy for the commercial building located on the Property. If applicable, Purchaser shall be responsible for notifying the applicable water management district (“WMD”) of the conveyance of the Property to Purchaser within thirty (30) days after Closing and for filing and processing with the WMD any and all applications required by the WMD in order to effectuate the transfer of any water use permit(s) to Purchaser, and that Purchaser will indemnify and hold harmless Seller from and against any and all loss, damage, fines, liability, costs and expenses (including, but not limited to, attorneys’ fees) and other sums that Seller may pay or may become obligated to pay on account of any demand, claim, liability or action in law or equity, relating to, arising from any actions or omissions of Purchaser, its agents or employees, resulting from Purchaser’s failure to timely process any water use permit transfer and the use of such permit by Purchaser after the Closing Date; and
all development rights, allocations of development density or other similar rights allocated to or attributable to the land or the Improvements whether arising under or pursuant to governmental requirements, administrative or formal action by governmental authorities, or agreement with governmental authorities or third parties.
To have and to hold the Additional Rights unto Purchaser, its successors and assigns forever.
THE ADDITIONAL RIGHTS ARE HEREBY CONVEYED TO PURCHASER IN AN “AS IS,” “WHERE IS,” “WITH ALL FAULTS” CONDITION AND SELLER DOES NOT WARRANT, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES OF TRANSFER, QUALITY, FITNESS AND MERCHANTABILITY RELATING TO ANY OF THE ADDITIONAL RIGHTS, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE ADDITIONAL RIGHTS OR THE FITNESS OF ANY OF THE ADDITIONAL RIGHTS CONVEYED HEREBY FOR A PARTICULAR USE OR PURPOSE OR FOR PURCHASER’S INTENDED USE OR PURPOSE.
Further, Seller makes no representation or warranty with respect to the conveyance of any of the items assigned hereby, nor shall Seller be deemed in any event to be a warrantor, guarantor, or surety for the obligations of any maker of any warranties or guaranties assigned or conveyed hereunder. The Additional Rights conveyed hereby from Seller to Purchaser shall be without recourse to Seller.
(Signatures on Following Page)
(Signature Page to General Assignment)
SELLER:
By:
PURCHASER:
By:
EXHIBIT A
LEGAL DESCRIPTION
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “First Amendment”) is made and entered into effective as of December 11, 2025 (the “Amendment Effective Date”), by and between GIPFL 2601 WESTHALL LANE, LLC, a Delaware limited liability company (“Seller”), and THOMPSON, INC., Delaware corporation, registered in Alabama as Thompson Holdings, Inc. (“Purchaser”).
RECITALS
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1
[SIGNATURES ON FOLLOWING PAGE(S)]
2
IN WITNESS WHEREOF, Seller and Purchaser have entered into this First Amendment to Purchase and Sale Agreement as of the Amendment Effective Date.
SELLER:
GIPFL 2601 WESTHALL LANE, LLC,
a Delaware limited liability company
By: /s/David Sobelman
David Sobelman,
its President
Execution Date: December 11, 2025
3
PURCHASER:
THOMPSON, INC.,
a Delaware corporation
By: /s/Chad Brown
Chad Brown,
its CEO
Execution Date: December 11, 2025
4
EXHIBIT "A"
BLEW Repair Quote
5
Exhibit 99.1
Generation Income Properties, Inc.
Unaudited Pro Forma Condensed
Consolidated Financial Information
The following unaudited pro forma condensed consolidated financial information of Generation Income Properties, Inc. (the “Company”) gives effect to the dispositions of the Company’s properties located in Grand Junction, Colorado and Maitland, Florida (collectively, the “Dispositions”), as described in the Company’s Current Report on Form 8-K to which this Exhibit 99.1 is attached.
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 gives effect to the Dispositions as if they had occurred on September 30, 2025. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 give effect to the Dispositions as if they had occurred on January 1, 2024.
The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X and is based on the Company’s historical consolidated financial statements and related notes included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The unaudited pro forma condensed consolidated financial information reflects adjustments that are directly attributable to the Dispositions and factually supportable. The adjustments reflected in the unaudited pro forma condensed consolidated statements of operations are also expected to have a continuing impact on the Company’s results of operations. The pro forma adjustments include, among other things:
• removal of revenues and expenses associated with the disposed properties;
• elimination of depreciation and amortization related to the disposed properties;
• repayment of property-level indebtedness secured by the disposed properties; and
• application of net disposition proceeds to obligations under the Company’s preferred equity arrangements, as required by the governing agreements related thereto.
The unaudited pro forma condensed consolidated financial information has been prepared for illustrative purposes only and does not purport to represent what the Company’s financial position or results of operations would have been had the Dispositions occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of the Company’s future financial position or results of operations.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the accompanying notes and the Company’s historical consolidated financial statements and related notes incorporated by reference here.
Generation Income Properties, Inc. |
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Unaudited Pro Forma Condensed Consolidated Balance Sheet |
|
||||||||||||||||||
As of September 30, 2025 |
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|
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||||
|
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|
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||||||
|
Historical |
|
|
Grand Junction, CO |
|
|
Maitland, FL |
|
|
Pro Forma |
|
||||||||
|
(unaudited) |
|
|
Sale |
|
|
Sale |
|
|
(unaudited) |
|
||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
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|
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|
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|
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Investments in real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Land |
$ |
|
20,055,577 |
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
20,055,577 |
|
Building and site improvements |
|
|
67,133,859 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
67,133,859 |
|
Acquired tenant improvements |
|
|
2,434,465 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
2,434,465 |
|
Acquired lease intangible assets |
|
|
9,444,402 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
9,444,402 |
|
Less: accumulated depreciation and amortization |
|
|
(14,065,544 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(14,065,544 |
) |
Net real estate investments |
$ |
|
85,002,759 |
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
85,002,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
|
247,288 |
|
|
|
|
(343 |
) |
|
|
|
(259 |
) |
|
|
|
246,686 |
|
Restricted cash |
|
|
34,500 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
34,500 |
|
Deferred rent asset |
|
|
382,377 |
|
|
|
|
- |
|
|
|
|
(2,624 |
) |
|
|
|
379,753 |
|
Prepaid expenses |
|
|
362,681 |
|
|
|
|
(6,411 |
) |
|
|
|
(7,711 |
) |
|
|
|
348,559 |
|
Accounts receivable |
|
|
6,144 |
|
|
|
|
- |
|
|
|
|
16,102 |
|
|
|
|
22,246 |
|
Escrow deposits and other assets |
|
|
675,298 |
|
|
|
|
(129,430 |
) |
|
|
|
- |
|
|
|
|
545,868 |
|
Held for sale assets |
|
|
10,726,355 |
|
|
|
|
(4,402,689 |
) |
|
|
|
(4,697,902 |
) |
|
|
|
1,625,764 |
|
Right-of-use asset, net |
|
|
6,008,618 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
6,008,618 |
|
Total Assets |
$ |
|
103,446,020 |
|
|
$ |
|
(4,538,873 |
) |
|
$ |
|
(4,692,394 |
) |
|
$ |
|
94,214,753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable |
$ |
|
611,408 |
|
|
$ |
|
(311 |
) |
|
$ |
|
(29,959 |
) |
|
$ |
|
581,138 |
|
Accrued expenses |
|
|
1,971,367 |
|
|
|
|
(144,936 |
) |
|
|
|
(88,820 |
) |
|
|
|
1,737,611 |
|
Accrued expense - related party |
|
|
949,026 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
949,026 |
|
Acquired lease intangible liabilities, net |
|
|
1,445,993 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
1,445,993 |
|
Insurance payable |
|
|
128,838 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
128,838 |
|
Deferred rent liability |
|
|
173,658 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
173,658 |
|
Lease liability, net |
|
|
6,503,013 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
6,503,013 |
|
Loan payable - related party |
|
|
7,614,689 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
7,614,689 |
|
Mortgage loans, net of unamortized debt issuance costs and debt discount |
|
|
54,587,784 |
|
|
|
|
(2,374,906 |
) |
|
|
|
(2,831,425 |
) |
|
|
|
49,381,453 |
|
Derivative liabilities |
|
|
534,198 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
534,198 |
|
Total liabilities |
$ |
|
74,519,974 |
|
|
$ |
|
(2,520,153 |
) |
|
$ |
|
(2,950,205 |
) |
|
$ |
|
69,049,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Redeemable Non-Controlling Interests |
$ |
|
32,459,949 |
|
|
$ |
|
(2,331,138 |
) |
|
$ |
|
(3,349,601 |
) |
|
$ |
|
26,779,209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stockholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock, $0.01 par value, 100,000,000 shares authorized; 5,443,188 shares issued and outstanding at September 31, 2025. |
$ |
|
54,431 |
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
54,431 |
|
Additional paid-in capital |
|
|
29,277,797 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
29,277,797 |
|
Accumulated deficit |
|
|
(33,258,992 |
) |
|
|
|
312,418 |
|
|
|
|
1,607,412 |
|
|
|
|
(31,339,162 |
) |
Total Generation Income Properties, Inc. Stockholders' Equity |
$ |
|
(3,926,764 |
) |
|
$ |
|
312,418 |
|
|
$ |
|
1,607,412 |
|
|
$ |
|
(2,006,934 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-Controlling Interest |
|
|
392,861 |
|
|
|
|
- |
|
|
|
|
|
|
|
|
392,861 |
|
|
Total equity |
$ |
|
(3,533,903 |
) |
|
$ |
|
312,418 |
|
|
$ |
|
1,607,412 |
|
|
$ |
|
(1,614,073 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Liabilities and Equity |
$ |
|
103,446,020 |
|
|
$ |
|
(4,538,873 |
) |
|
$ |
|
(4,692,394 |
) |
|
$ |
|
94,214,753 |
|
Generation Income Properties, Inc. |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unaudited Pro Forma Condensed Consolidated Statement of Operations |
|
||||||||||||||||||
For the Nine Months Ended September 30, 2025 |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Historical |
|
|
Grand Junction, CO |
|
|
Maitland, FL |
|
|
Pro Forma |
|
||||||||
|
(unaudited) |
|
|
Sale |
|
|
Sale |
|
|
(unaudited) |
|
||||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental income |
$ |
|
7,248,050 |
|
|
$ |
|
(361,318 |
) |
|
$ |
|
(341,057 |
) |
|
$ |
|
6,545,675 |
|
Other income |
|
|
35,924 |
|
|
|
|
- |
|
|
|
|
(180 |
) |
|
|
|
35,744 |
|
Total revenue |
$ |
|
7,283,974 |
|
|
$ |
|
(361,318 |
) |
|
$ |
|
(341,237 |
) |
|
$ |
|
6,581,419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expense |
$ |
|
1,643,464 |
|
|
$ |
|
(1,220 |
) |
|
$ |
|
(2,158 |
) |
|
$ |
|
1,640,086 |
|
Building expenses |
|
|
1,975,060 |
|
|
|
|
(80,779 |
) |
|
|
|
(119,501 |
) |
|
|
|
1,774,780 |
|
Depreciation and amortization |
|
|
3,844,454 |
|
|
|
|
(75,067 |
) |
|
|
|
(354,762 |
) |
|
|
|
3,414,625 |
|
Interest expense, net |
|
|
4,429,454 |
|
|
|
|
(83,359 |
) |
|
|
|
(108,717 |
) |
|
|
|
4,237,378 |
|
Compensation Costs |
|
|
939,670 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
939,670 |
|
Total expenses |
$ |
|
12,832,102 |
|
|
$ |
|
(240,425 |
) |
|
$ |
|
(585,138 |
) |
|
$ |
|
12,006,539 |
|
Operating gain (loss) |
|
|
(5,548,128 |
) |
|
|
|
(120,893 |
) |
|
|
|
243,902 |
|
|
|
|
(5,425,120 |
) |
Other expense |
|
|
(286 |
) |
|
|
|
- |
|
|
|
|
(186 |
) |
|
|
|
(472 |
) |
Loss on derivative valuation |
|
|
(427,081 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(427,081 |
) |
Dead deal expense |
|
|
(35,160 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(35,160 |
) |
Loss on extinguishment of debt |
|
|
(926,398 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(926,398 |
) |
Loss on sale of property |
|
|
(44,782 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(44,782 |
) |
Net income (loss) |
$ |
|
(6,981,835 |
) |
|
$ |
|
(120,893 |
) |
|
$ |
|
243,716 |
|
|
$ |
|
(6,859,011 |
) |
Less: Net income attributable to non-controlling interests |
|
|
2,999,612 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
2,999,612 |
|
Net income (loss) attributable to Generation income Properties, Inc. |
$ |
|
(9,981,447 |
) |
|
$ |
|
(120,893 |
) |
|
$ |
|
243,716 |
|
|
$ |
|
(9,858,623 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Weighted Average Shares of Common Stock Outstanding - Basic & Diluted |
|
|
5,447,772 |
|
|
|
|
|
|
|
|
|
|
|
|
5,447,772 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic & Diluted Loss Per Share Attributable to Common Stockholders |
$ |
|
(1.83 |
) |
|
|
|
|
|
|
|
|
|
$ |
|
(1.81 |
) |
||
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Generation Income Properties, Inc. |
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Unaudited Pro Forma Condensed Consolidated Statement of Operations |
|
||||||||||||||||||
For the Twelve Months Ended December 31, 2024 |
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|
Historical |
|
|
Grand Junction, CO |
|
|
Maitland, FL |
|
|
Pro Forma |
|
||||||||
|
(unaudited) |
|
|
Sale |
|
|
Sale |
|
|
(unaudited) |
|
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Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Rental income |
$ |
|
9,510,791 |
|
|
$ |
|
(476,394 |
) |
|
$ |
|
(813,718 |
) |
|
$ |
|
8,220,679 |
|
Other income |
|
|
251,845 |
|
|
|
|
- |
|
|
|
|
(360 |
) |
|
|
|
251,485 |
|
Total revenue |
$ |
|
9,762,636 |
|
|
$ |
|
(476,394 |
) |
|
$ |
|
(814,078 |
) |
|
$ |
|
8,472,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expense |
$ |
|
2,109,271 |
|
|
$ |
|
(1,206 |
) |
|
$ |
|
(1,145 |
) |
|
$ |
|
2,106,920 |
|
Building expenses |
|
|
2,673,624 |
|
|
|
|
(170,408 |
) |
|
|
|
(170,881 |
) |
|
|
|
2,332,335 |
|
Depreciation and amortization |
|
|
4,765,203 |
|
|
|
|
(100,090 |
) |
|
|
|
(472,832 |
) |
|
|
|
4,192,281 |
|
Interest expense, net |
|
|
4,286,546 |
|
|
|
|
(105,596 |
) |
|
|
|
(251,996 |
) |
|
|
|
3,928,954 |
|
Compensation Costs |
|
|
1,060,336 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
1,060,336 |
|
Total expenses |
$ |
|
14,894,980 |
|
|
$ |
|
(377,300 |
) |
|
$ |
|
(896,854 |
) |
|
$ |
|
13,620,826 |
|
Operating income (loss) |
|
|
(5,132,344 |
) |
|
|
|
(99,094 |
) |
|
|
|
82,776 |
|
|
|
|
(5,148,661 |
) |
Gain on derivative valuation |
|
|
372,573 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
372,573 |
|
Dead deal expense |
|
|
(35,873 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(35,873 |
) |
Loss on held for sale asset valuation |
|
|
(77,244 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(77,244 |
) |
Net income (loss) |
$ |
|
(4,872,888 |
) |
|
$ |
|
(99,094 |
) |
|
$ |
|
82,776 |
|
|
$ |
|
(4,889,205 |
) |
Less: Net income attributable to non-controlling interests |
|
|
3,476,599 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
3,476,599 |
|
Net income (loss) attributable to Generation income Properties, Inc. |
$ |
|
(8,349,487 |
) |
|
$ |
|
(99,094 |
) |
|
$ |
|
82,776 |
|
|
$ |
|
(8,365,804 |
) |
Less: Preferred stock dividends |
|
|
95,000 |
|
|
|
|
|
|
|
|
|
|
|
|
95,000 |
|
||
Net (income) loss attributable to common shareholders |
$ |
|
(8,444,487 |
) |
|
$ |
|
(99,094 |
) |
|
$ |
|
82,776 |
|
|
$ |
|
(8,460,804 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Weighted Average Shares of Common Stock Outstanding - Basic & Diluted |
|
|
5,443,188 |
|
|
|
|
|
|
|
|
|
|
|
|
5,443,188 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic & Diluted Loss Per Share Attributable to Common Stockholders |
$ |
|
(1.53 |
) |
|
|
|
|
|
|
|
|
|
$ |
|
(1.54 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Generation Income Properties, Inc.
Notes to Unaudited Pro Forma Condensed
Consolidated Financial Information
Note 1 – Basis of Presentation
The accompanying unaudited pro forma condensed consolidated financial information of Generation Income Properties, Inc. (the “Company”) reflects the dispositions of the Company’s properties located in Grand Junction, Colorado, and Maitland, Florida (collectively, the “Dispositions”).
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 gives effect to the Dispositions as if they had occurred on September 30, 2025. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 give effect to the Dispositions as if they had occurred on January 1, 2024.
The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation
S-X and is based on the Company’s historical consolidated financial statements and related notes included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and does not purport to represent what the Company’s financial position or results of operations would have been had the Dispositions occurred on the dates indicated, nor does it purport to project the Company’s financial position or results of operations for any future period.
Note 2 – Description of the Dispositions
Grand Junction Property
On December 5, 2025, the Company sold its retail property located in Grand Junction, Colorado for a gross purchase price of approximately $5.0 million, subject to customary closing adjustments.
Westhall Lane Property
On December 15, 2025, the Company sold its office property located in Maitland, Florida for a gross purchase price of approximately $6.7 million, subject to customary closing adjustments and credits related to repair items identified during due diligence.
Note 3 – Pro Forma Adjustments
The unaudited pro forma condensed consolidated financial information includes the following adjustments, which are directly attributable to the Dispositions, factually supportable, and, with respect to the statements of operations, expected to have a continuing impact on the Company’s financial position and results of operations.
(a) Removal of Operating Results of Disposed Properties
Reflects the elimination of rental revenues, property operating expenses, and other income and expenses associated with the disposed properties for the applicable periods presented, as if the Dispositions had occurred on January 1, 2024.
(b) Elimination of Depreciation and Amortization
Reflects the elimination of depreciation and amortization related to buildings, improvements, and lease-related intangible assets associated with the disposed properties for the applicable periods presented, as if the Dispositions had occurred on January 1, 2024.
(c) Repayment of Property-Level Debt
Reflects the repayment of mortgage loans secured by the disposed properties, including the elimination of related interest expense and amortization of deferred financing costs for the periods presented, as if such repayment had occurred on January 1, 2024.
(d) Application of Net Disposition Proceeds
Reflects the application of net proceeds from the Dispositions, after repayment of property-level indebtedness and transaction costs, to obligations under the Company’s preferred equity investment arrangements, as if such application had occurred on September 30, 2025 for balance sheet purposes. Pursuant to the governing agreements related thereto, distributions from capital transactions are required to be applied to satisfy accrued preferred return and related make-whole obligations prior to any distribution of proceeds to common equity holders.
(e) Transaction Costs
Transaction costs directly attributable to the Dispositions are reflected in the pro forma balance sheet as if incurred on September 30, 2025. Transaction costs are not reflected in the pro forma statements of operations as such costs are nonrecurring in nature and not expected to have a continuing impact.
Note 4 – Assumptions and Limitations
The pro forma adjustments are based upon currently available information and certain assumptions that management believes are reasonable under the circumstances. The actual results of the Dispositions may differ materially from the pro forma amounts presented.