Supplemental Prospectus (Form 424B3)

Filed pursuant to Rule 424(b)(3)

Registration No. 333-296210

PROSPECTUS SUPPLEMENT NO. 1

(To Prospectus dated May 28, 2026)

GENERATION INCOME PROPERTIE, INC.

1,775,000 Shares of Common Stock

22,050,000 Pre-Funded Warrants to Purchase 22,050,000 Shares of Common Stock

23,825,000 Common Warrants to Purchase 23,825,000 Shares of Common Stock

45,875,000 Shares of Common Stock underlying the Pre-Funded Warrants and Common Warrants

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This prospectus supplement supplements the prospectus dated May 28, 2026 (the “Prospectus”), which forms a part of our registration statement on Form S-11 (No. 333-296210) originally filed with the Securities and Exchange Commission (the “SEC”) on May 26, 2026 and declared effective by the SEC on May 28, 2026.

This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in a Form 8-K filed with the SEC on September 21, 2026 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.

Our shares of Common Stock are currently listed on the Nasdaq Capital Market under the symbols “GIPR”. The last reported sale price of the common stock on September 8, 2026 was $0.7183 per share.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 15 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus and this prospectus supplement or determined if the Prospectus and this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is September 21, 2026

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

GENERATION INCOME PROPERTIES, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure under Item 2.01 below regarding the DC Termination Agreement, the Dollar General Purchase Agreement, and the Fresenius Purchase Agreement (each as defined below) is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Reacquisition of GIPDC 3707 14th St. LLC - 7-Eleven, Washington, D.C. (June 16, 2026)

On June 16, 2026, Generation Income Properties, Inc. (the “Company”), Generation Income Properties, LP (“GIP LP”) and Brown Family Enterprises, LLC (“Brown”), a preferred equity holder of GIP LP, entered into an Assignment of Limited Liability Company Interests and Termination Agreement, dated as of June 16, 2026, (the “DC Termination Agreement”), pursuant to which (i) Brown assigned, transferred, and conveyed to GIP LP one hundred percent (100%) of the limited liability company interests in GIPDC 3707 14th St. LLC (the “DC Entity”), the entity owning the net lease retail property occupied by 7-Eleven and located at 3707-3711 14th Street, N.W., Washington, D.C. (the “DC Property”), (ii) the Company paid Brown $600,000 in cash, and (iii) the Assignment of Limited Liability Company Interests and Satisfaction Agreement, dated as of March 3, 2026, by and among Brown, GIP LP, and the Company (the “Original Agreement”), together with all rights and obligations thereunder, was terminated in its entirety, and the parties exchanged mutual releases. The Company resumed consolidating the DC Entity and the DC Property effective June 16, 2026, and recognized a loss on transfer of LLC interests of $185,069, in satisfaction of debt, during the six months ended June 30, 2026, in connection with the Company’s prior transfer of the DC Entity effective March 3, 2026, pursuant to the Original Agreement, as reflected in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The DC Property continues to be encumbered by the mortgage loan and related security documents held by Valley National Bank, which remained the obligation of the DC Entity throughout and was unaffected by the DC Termination Agreement.

Disposition of Vacaville Property - Vacaville, California (July 15, 2026)

As previously disclosed in the Company's Current Report on Form 8-K filed on July 21, 2026, the Company, through its indirect wholly owned subsidiary GIPCA 991 Nut Tree Road, LLC, completed the disposition of the single-tenant net-leased property occupied by the United States of America and located at 991 Nut Tree Road, Vacaville, California (the “Vacaville Property”), on July 15, 2026, for a purchase price of $2,475,000.

Disposition of Fresenius Property - Chicago, Illinois (August 21, 2026)

On August 21, 2026, GIPIL 3134 W 76th Street, LLC, an indirect wholly owned subsidiary of the Company, completed the sale of its Fresenius-occupied net lease medical property located at 3134 West 76th Street, Chicago, Illinois (the “Fresenius Property”), pursuant to a Purchase and Sale Agreement, entered into effective as of June 22, 2026, by and between GIPIL 3134 W 76th Street, LLC, as seller, and DDF Candor, LLC, a Texas limited liability company, as purchaser, as amended by that certain First Amendment to Purchase and Sale Agreement, entered into effective as of July 28, 2026 (collectively, the “Fresenius Purchase Agreement”). The Fresenius Property was sold for a purchase price of $2,800,000, subject to customary prorations and adjustments, resulting in net proceeds to the Company of approximately $1,365,000.

Disposition of Dollar General Portfolio - Texas, Ohio, Maine, and Pennsylvania (August 24, 2026)

On August 21, 2026, the Company, through six of its indirect wholly owned subsidiaries: GIPTX 6919 North Service Road, LLC; GIPOH 6696 State Route 95, LLC; GIPME 409 US Route 2, LLC; GIPPA 23 Wert Drive, LLC; GIPOH 5405 Tiffin Avenue, LLC; and GIPOH 7970 E Harbor Road, LLC; completed the sale of a portfolio of six Dollar General-occupied net lease retail properties located at 6919 N Service Road, Big Spring, Texas; 6696 State Route 95, Mount Gilead, Ohio; 409 US Route 2, East Wilton, Maine; 23 Wert Drive, Thompsontown, Pennsylvania; 5405 Tiffin Avenue, Castalia, Ohio; and 7970 E Harbor Road, Lakeside, Ohio (collectively, the “Dollar General Properties”), pursuant to a Purchase and Sale Agreement, entered into effective as of June 19, 2026, by and between the seller entities named above and HABG Texas LLC, a Texas limited liability company, as amended by that certain First Amendment to Purchase and Sale Agreement, entered into effective as of July 22, 2026 (collectively, the “Dollar General Purchase Agreement”). The First Amendment, among other things, removed a seventh property located at 1905 Hallowell Road, Litchfield, Maine from the sale transaction and reduced the aggregate purchase price accordingly. The Dollar General Properties were sold for an aggregate purchase price of $6,246,221, subject to customary prorations and adjustments, resulting in net proceeds to the Company of $2,685,000.

The foregoing descriptions of the DC Termination Agreement, the Fresnius Purchase Agreement, and the Dollar General Purchase Agreement are qualified in their entirety by the full text of such agreements attached to this Current Report on Form 8-K as Exhibits 10.1 through 10.5.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma financial information for the Company is attached as Exhibit 99.1 and incorporated by reference herein (“Unaudited Pro Forma Consolidated Financial Statements”), giving effect to the reacquisition of the DC Entity and the dispositions of the Dollar General Properties, the Fresenius Property, and the Vacaville Property (collectively, the “Transactions”):

The unaudited pro forma balance sheet gives effect to the disposition of the Dollar General Properties, the Fresenius Property, and the Vacaville Property as if such dispositions had occurred on June 30, 2026. No adjustment is reflected in the pro forma balance sheet for the reacquisition of the DC Entity, as that transaction is already reflected in the Company's historical condensed consolidated balance sheet as of June 30, 2026.

The unaudited pro forma statements of operations give effect to the reacquisition of the DC Entity and the dispositions of the Dollar General Properties, the Fresenius Property, and the Vacaville Property, as if each such Transaction had occurred on January 1, 2025 (for the year ended December 31, 2025) or January 1, 2026 (for the six months ended June 30, 2026), as applicable.

(c) Exhibits.

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.

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS

AND TERMINATION AGREEMENT

This ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS AND TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2026 (the “Effective Date”), by and among BROWN FAMILY ENTERPRISES, LLC (“Assignor”); GENERATION INCOME PROPERTIES, LP, a Delaware limited partnership (“Assignee”); and GENERATION INCOME PROPERTIES, INC., a Maryland corporation (“GIPR”), for itself and in its capacity as the Manager (as defined below). Assignor, Assignee, and GIPR are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Assignor and GIPR are parties to that certain Assignment of Limited Liability Company Interests and Satisfaction Agreement made and entered into as of March 3, 2026 (the “Original Agreement”), pursuant to which GIPR, through Assignee (defined in the Original Agreement as “GIP LP”), assigned, transferred, and conveyed to Assignor one hundred percent (100%) of the issued and outstanding limited liability company interests (the “Interests”) of GIPDC 3707 14th St. LLC, a Delaware limited liability company (the “Company”);

WHEREAS, the Company owns the real property and improvements located at or commonly known as 3707 14th Street, N.W., Washington, D.C. 20011 (the “DC Property”);

WHEREAS, pursuant to Section 3.2 of the Original Agreement, that certain Retained Balance Promissory Note dated March 3, 2026, in the original principal amount of Six Hundred Thousand Dollars ($600,000.00), made by GIPR in favor of Assignor (the “Note”), was deemed paid, satisfied, discharged, and extinguished in full upon the effectiveness of the assignment of the Interests to Assignor, and no obligations remain outstanding under the Note;

WHEREAS, the Company is the borrower under that certain loan and related mortgage and security documents made by Valley National Bank (“Valley”) (collectively, the “Senior Loan Documents”), which loan is secured by, among other things, the DC Property (the “Senior Loan”);

WHEREAS, pursuant to Section 5.1 of the Original Agreement, GIPR or its Affiliate serves as the exclusive manager of the Company (the “Manager”) and as property manager of the DC Property, and has so served at all times since March 3, 2026;

WHEREAS, the Parties desire that (i) Assignor assign, transfer, and convey the Interests to Assignee, (ii) GIPR pay to Assignor the Payment Amount (as defined below) at the Closing (as defined below), and (iii) the Original Agreement, including the participation and payment rights set forth in Section 4 thereof, be terminated in its entirety, all upon the terms set forth herein; and

WHEREAS, by GIPR’s execution and delivery of this Agreement, the Manager consents in writing to the assignment of the Interests contemplated hereby for all purposes of Section 6.2 of the Original Agreement.

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

1. DEFINITIONS.

1.1 “Business Day” means any day other than Saturday, Sunday, or a day on which commercial banks in Tampa, Florida are authorized or required by law to close.

1.2 “Payment Amount” means Six Hundred Thousand Dollars ($600,000.00), an amount equal to the “Return of Capital Amount” as defined in Section 1.5 of the Original Agreement.

1.3 Other Terms. Capitalized terms used but not defined in this Agreement have the meanings given to them in the Original Agreement.

2. ASSIGNMENT AND TRANSFER OF INTERESTS.

2.1 Assignment. Effective as of the Closing (as defined in Section 3.1), Assignor hereby sells, assigns, transfers, conveys, and delivers to Assignee, and Assignee hereby purchases and accepts from Assignor, all of Assignor’s right, title, and interest in, to, and under the Interests, free and clear of any lien, pledge, security interest, or other encumbrance created by or through Assignor (other than those arising under the Senior Loan Documents) (the “Assignment”).

2.2 Admission; Books and Records. Upon the Closing, Assignee shall be admitted as the sole member of the Company, Assignor shall cease to be a member of the Company, and Assignor shall have no further right, title, or interest in, to, or under the Interests, the Company, or the DC Property. The Manager shall update the Company’s books and records to reflect Assignee as the sole member of the Company.

2.3 Further Assurances. Each Party shall execute and deliver such further instruments and documents and take such further actions as may be reasonably necessary to effectuate the transactions contemplated hereby.

3. CLOSING; PAYMENT.

3.1 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Effective Date, simultaneously with the execution and delivery of this Agreement by the Parties.

3.2 Payment. At the Closing, GIPR shall pay, or cause to be paid, to Assignor the Payment Amount in lawful money of the United States by wire transfer of immediately available funds to the account designated by Assignor in writing prior to the Closing; provided that if the Effective Date is not a Business Day, payment shall be initiated on the next Business Day.

3.3 Deliveries. At or prior to the Closing, Assignor shall deliver to GIPR a completed IRS Form W-9 and Assignor’s wire instructions for payment of the Payment Amount.

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3.4 Full Satisfaction; No Other Consideration. Assignor acknowledges and agrees that the Payment Amount constitutes the entire consideration payable to Assignor in connection with the Assignment and the transactions contemplated hereby, and that, upon the Closing and Assignor’s receipt of the Payment Amount, Assignor shall have no right to receive any further payment, distribution, proceeds, or other amount from GIPR, Assignee, the Manager, or the Company, whether under the Original Agreement (including the Return of Capital Amount and the Participation Consideration described in Section 4 thereof), the Note, the Company’s limited liability company agreement, or otherwise.

4. TERMINATION OF ORIGINAL AGREEMENT.

4.1 Termination. Effective upon the Closing and Assignor’s receipt of the Payment Amount, the Original Agreement (including, without limitation, Section 4 (Participation Consideration; Payment Mechanics), Section 5 (Manager; Property Management; Non-Removal), and Section 6 (Covenants Regarding Senior Loan; Transfer/Encumbrance Restrictions) thereof, and any other provision thereof that by its terms survives) is terminated in its entirety and shall be of no further force or effect, and no party thereto shall have any further rights, obligations, or liabilities thereunder.

4.2 No Further Amounts. The Parties acknowledge and agree that (a) no Return of Capital Amount, Participation Consideration, or other amount is due or will become due or payable under Section 4 of the Original Agreement, whether in connection with the Assignment or otherwise, and all rights under Section 4 of the Original Agreement are fully and finally discharged upon the Closing and Assignor’s receipt of the Payment Amount; and (b) the Note was deemed paid, satisfied, discharged, and extinguished in full pursuant to Section 3.2 of the Original Agreement, and no amounts are or will become owing thereunder.

4.3 Manager Consent. GIPR, in its capacity as the Manager, hereby consents in writing to the Assignment for all purposes of Section 6.2 of the Original Agreement.

5. MUTUAL RELEASES.

5.1 Release by Assignor. Effective upon the Closing and Assignor’s receipt of the Payment Amount, Assignor, on behalf of itself and its members, managers, officers, affiliates, successors, and assigns, hereby fully, finally, and forever releases, acquits, and discharges GIPR, Assignee, the Manager, and the Company, and their respective affiliates, partners, members, managers, officers, directors, employees, agents, attorneys, successors, and assigns, from any and all claims, demands, actions, causes of action, obligations, liabilities, damages, costs, and expenses of every kind and nature, at law or in equity, whether known or unknown, suspected or unsuspected, fixed or contingent, arising out of or relating to the Original Agreement, the Note, the Interests, the Company, or the DC Property, or the transactions contemplated by any of the foregoing, in each case whether arising before, on, or after the Effective Date.

5.2 Release by GIPR and Assignee. Effective upon the Closing, each of GIPR and Assignee, on behalf of itself and its respective affiliates, partners, members, officers, directors, successors, and assigns, hereby fully, finally, and forever releases, acquits, and discharges Assignor and its members, managers, officers, affiliates, successors, and assigns, from any and all

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claims, demands, actions, causes of action, obligations, liabilities, damages, costs, and expenses of every kind and nature, at law or in equity, whether known or unknown, suspected or unsuspected, fixed or contingent, arising out of or relating to the Original Agreement, the Note, the Interests, the Company, or the DC Property, or the transactions contemplated by any of the foregoing, in each case whether arising before, on, or after the Effective Date.

5.3 Reservation. Nothing in this Section 5 releases any Party from its obligations under this Agreement, including any claim for breach of any representation, warranty, or covenant contained in this Agreement.

6. SENIOR LOAN.

6.1 Senior Loan Unaffected. The Parties acknowledge and agree that the Senior Loan and the Senior Loan Documents remain in full force and effect, that the Company remains the borrower thereunder, and that nothing in this Agreement amends, modifies, or impairs the Senior Loan, the Senior Loan Documents, or any of Valley’s rights or remedies thereunder.

6.2 Valley Acknowledgment. The Parties acknowledge that Valley has been advised of the Assignment and has confirmed that no consent or other action by any Party is required under the Senior Loan Documents in connection with the Assignment.

7. REPRESENTATIONS AND WARRANTIES.

7.1 Assignor. Assignor represents and warrants to Assignee and GIPR that:

(a) Assignor is the lawful owner of one hundred percent (100%) of the Interests, free and clear of any lien, pledge, security interest, or other encumbrance created by or through Assignor (other than those arising under the Senior Loan Documents), and since March 3, 2026, Assignor has not sold, assigned, pledged, hypothecated, encumbered, or otherwise transferred or disposed of (or agreed to do any of the foregoing) any of the Interests;

(b) since March 3, 2026, Assignor has not, without the prior written consent of the Manager, (i) caused or permitted the Company to incur any indebtedness (other than the Senior Loan), grant any lien on the DC Property, issue any equity interest, or amend its organizational documents; (ii) removed or attempted to remove the Manager as manager of the Company or as property manager of the DC Property; or (iii) entered into any contract or other agreement binding on the Company;

(c) Assignor has full power and authority to enter into this Agreement and consummate the transactions contemplated hereby, and this Agreement constitutes a legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms (subject to customary bankruptcy/equitable principles); and

(d) there is no action, suit, or proceeding pending or, to Assignor’s knowledge, threatened against Assignor that would affect the Interests or Assignor’s ability to consummate the transactions contemplated hereby.

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7.2 Assignee and GIPR. Each of Assignee and GIPR represents and warrants to Assignor that: (a) it has full power and authority to enter into this Agreement and consummate the transactions contemplated hereby; and (b) this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms (subject to customary bankruptcy/equitable principles).

7.3 No Other Representations. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE INTERESTS, THE COMPANY, AND THE DC PROPERTY ARE TRANSFERRED “AS IS, WHERE IS,” WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

8. TRANSFER TAXES; COSTS.

8.1 Each Party’s Costs. Except as expressly provided in Section 8.2, each Party shall bear its own legal, accounting, and other transaction costs and expenses incurred in connection with this Agreement.

8.2 District of Columbia Transfer Taxes. Any and all District of Columbia transfer, recordation, deed, or “economic interest” transfer taxes, fees, assessments, or similar charges (including any penalties and interest) that are imposed or asserted in connection with or arising from the Assignment or the transactions contemplated hereby shall be borne and paid solely by GIPR, and GIPR shall indemnify Assignor against any such amounts to the extent paid by Assignor.

9. MISCELLANEOUS.

9.1 Notices. All notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail (return receipt requested) to the addresses set forth on the signature pages hereto (or such other address as a Party may designate by notice).

9.2 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to conflict of laws principles. Each Party consents to exclusive venue in the state or federal courts located in Hillsborough County, Florida, and waives any objection to such venue.

9.3 Entire Agreement; Amendments. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior discussions and understandings. Any amendment must be in writing and executed by each Party.

9.4 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and may be executed and delivered by electronic signature (including DocuSign) or PDF.

9.5 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect.

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9.6 Successors and Assigns; Third-Party Beneficiaries. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. The persons released under Section 5 who are not Parties may enforce Section 5; except as set forth in the immediately preceding sentence, no other person shall be deemed a third-party beneficiary of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

ASSIGNOR:

BROWN FAMILY ENTERPRISES, LLC

By: /s/ Christian Brown

Name: Christian Brown

Title: CEO

Date: June 16, 2026

Address for Notices:

5911 Beacon Shores St.

Tampa, FL 33616

[email protected]

ASSIGNEE:

GENERATION INCOME PROPERTIES, LP,

a Delaware limited partnership

By: Generation Income Properties, Inc.,

a Maryland corporation, its General Partner

By: /s/ David Sobelman

Name: David E. Sobelman

Title: CEO and President

Date: June 16, 2026

GIPR (for itself and in its capacity as the Manager):

GENERATION INCOME PROPERTIES, INC.,

a Maryland corporation

By: /s/ David Sobelman

Name: David E. Sobelman

Title: CEO and President

Date: June 16, 2026

Address for Notices (Assignee and GIPR):

Generation Income Properties, Inc.

401 E. Jackson Street, Suite 3300

Tampa, FL 33602

[email protected]

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 GIPTX 6919 North Service Road, LLC, a Delaware limited liability company; GIPOH 6696 State Route 95, LLC, a Delaware limited liability company; GIPME 409 US Route 2, LLC, a Delaware limited liability company; GIPME 1905 Hallowell Road, LLC, a Delaware limited liability company; GIPPA 23 Wert Drive, LLC, a Delaware limited liability company; GIPOH 5405 Tiffin Avenue, LLC, a Delaware limited liability company; and, GIPOH 7970 E Harbor Road, LLC, a Delaware limited liability company (individually and collectively, “Seller”), all 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 HABG Texas LLC, a Texas limited liability company ("Purchaser"), with an address of 6719 Garrett River Road, Frisco, TX 75035, Email: [email protected], with a required copy to RMP LLP, 809 SW A St., Ste 105, Bentonville, AR 72712, Attn: B.R. Price, 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

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Within ten (10) 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 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; provided, however, that Seller shall have the right to cure at Closing any and all Mandatory Cure Defects by applying Seller’s proceeds from the consummation of the transaction contemplated by this Agreement to same. 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 five (5) 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.

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All of Purchaser’s representations and warranties shall be deemed remade as of the date of the Closing and shall survive the Closing.

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The foregoing provisions of Section 8 shall survive the Closing and any earlier termination of this Agreement.

The obligations of Purchaser to consummate the transaction provided for herein are subject to and contingent upon the satisfaction of the following conditions or the waiver of the same by Purchaser in writing:

C. Lease. Prior to the expiration of the Due Diligence Period, Seller shall have provided to Purchaser an executed Tenant Estoppel (as such term is defined in Section 11.1 below) for each Lease.

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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 WHERE THE PROPERTY IS LOCATED 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 WHERE THE PROPERTY IS LOCATED 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

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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.

The parties acknowledge that Tex. Civ. Prac. & Rem. Code § 16.070 provides that a contractual provision requiring a party to bring suit on a cause of action within less than two (2) years is void. Accordingly, notwithstanding anything in this Agreement to the contrary, no contractual limitations period contained in this Agreement shall shorten the time in which a party may bring a cause of action to less than two (2) years after the cause of action accrues.

To the fullest extent permitted by law, each Party relinquishes and waives any rights under Section 16.070 that would otherwise invalidate or limit the enforceability of the parties’ agreed-upon notice periods, survival periods, or claim procedures set forth in this Agreement; provided, however, that nothing in this Agreement shall be construed to require a party to file suit within less than two (2) years, and any provision that would have such effect shall be automatically conformed to the minimum period permitted under Texas law.

Subject to the provisions of this Section, Purchaser may, by written notice given to Seller not less than fifteen (15) Business Days prior to the subject Closing, assign Purchaser’s right to receive the conveyance of the Thompsontown Property to one or more entity wholly owned or controlled by Purchaser and formed by Purchaser for the purpose of taking title to the Thompsontown Property (“Permitted Assignee”). Purchaser’s rights and obligations under this Agreement are not otherwise transferable, assignable or delegable, directly or indirectly, without the prior written consent of Seller, which consent may be given or withheld in Seller’s sole and absolute discretion. Any transfer, assignment or delegation (to a Permitted Assignee or otherwise) must be made pursuant to a written agreement meeting the requirements of this Section, which agreement will include (without limitation) provisions stating that (a) the transfer, assignment or delegation does not release, diminish or otherwise affect the obligations of the original Purchaser under this Agreement, including the original Purchaser’s obligations to pay the Purchase Price at Closing and to indemnify Seller in accordance with the terms hereof; and (b) the Permitted Assignee (or other approved transferee, assignee or delegee) expressly agrees for the benefit of Seller that (i) such

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person is assuming all obligations of the original Purchaser under this Agreement, other than obligations relating solely to any Property not being acquired by such person (if any); and (ii) the conveyance of the Thompsontown Property to such person will be subject to all of the terms, provisions, conditions and limitations set forth in this Agreement to the same extent as if such person was the original Purchaser executing this Agreement.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

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19

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Exhibit “A”

Legal Description of the Property

6919 N Service Road, Big Spring, Texas (“Big Spring Property”):

All that certain lot, tract or parcel of land, part of Section 43, Block 31, Township 1 North of the T & P RR Co. Survey, Howard County, Texas, being all that certain called 2.38 acres described in a deed from Susan Gaston to Willis Floyd Gillette, Jr. on May 14, 2004 recorded in Volume 933, Page 130 of the Official Records, Howard County, Texas, being part of that certain tract described in a deed to Charles Robinson, recorded in Volume 90, Page 266 of the Deed Records, Howard County, Texas and being more completely described as follows, to-wit:

BEGINNING at a 5/8" iron rod (found) for the Southeast corner of the above mentioned 2.38 acre tract, the East line of the above mentioned Robinson tract, in the East line of the above mentioned Section 43, the West line of Section 44, Block 31, Township 1 North of the T & P RR Co. Survey, at the intersection of the North right of way line of Frontage Road and the centerline of North Moss Lake Road (County Road No. 37);

THENCE South 66 deg. 20 min. 28 sec. West with the North right of way line of Frontage Road, the South line of the 2.38 acre tract, at 30.16 ft. pass a 5/8" iron rod (found) for reference and continue a total distance of 291.51 ft. to a 5/8" iron rod (found) for the Southwest corner of same;

THENCE North 13 deg. 07 min. 23 sec. West with the West line of the 2.38 acre tract, a distance of 388.61 ft. to a 5/8" iron rod (found) for the Northwest corner of same;

THENCE North 76 deg. 50 min. 22 sec. East with the North line of the 2.38 acre tract, at 78.15 ft. pass a fence corner post for the Southwest corner of the Irene Hinojosa 1.0 acre tract described in County Clerk's File No. 2011-00000202, at 178.50 ft. pass a 5/8" iron rod (found) for reference and continue a total distance of 286.56 ft. to a 60d nail (found) for the Southeast corner of same, the Northeast corner of the 2.38 acre tract, in the East line of the Robinson tract, the East line of Section 43, the West line of Section 44, in the centerline of North Moss Lake Road;

THENCE South 13 deg. 07 min. 43 sec. East with the East line of the 2.38 acre tract and the Robinson tract, the East line of Section 43, the West line of Section 44, the centerline of North Moss Lake Road a distance of 335.50 ft. to the place of beginning, containing 2.382 acres of land.

6696 State Route 95, Mount Gilead, OH (“Mount Gilead Property”):

Situated in the Township of Chester, County of Morrow and State of Ohio:

Situated in Lot Number Eight (#8), Quarter 2, Township 7 North, Range 15 West, and being parts of a 1.3055 acre parcel and a 2.4162 acre parcel as conveyed to Arnold R. Beverly, Trustee in Official Record 753, Page 745, and part of a 1.5325 acre parcel conveyed to Arnold R. Beverly, Trustee in Official Record 717, Page 531, and being more particularly described as follows:

Commencing from a found railroad spike at the intersection of County Road 23 and Chester Avenue (Township Road 261);

Thence along the centerline of County Road 23 North 85 degrees 07 minutes 34 seconds West, a distance of 305.55 feet to the Southeast corner of said 2.4162 acre parcel and the point of beginning, referenced by a set 5/8 inch iron pin

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on the East line of said 2.4162 acre parcel that bears North 17 degrees 23 minutes 24 seconds East, a distance of 30.73 feet;

Thence from the point of beginning, continuing along the centerline of County Road 23 and the South line of said 2.4162 acre parcel, North 85 degrees 07 minutes 34 seconds West, a distance of 289.95 feet to a point;

Thence leaving the centerline of County Road 23 and the South line of said 2.4162 acre parcel along a new division line through said 2.4162 acre parcel, said 1.5325 acre parcel, and said 1.3055 acre parcel, North 33 degrees 58 minutes 33 seconds East, a distance of 566.48 feet to a point in the North line of said 1.3055 acre parcel, passing a set 5/8 inch iron pin with cap at 34.33 feet in the Northerly right-of way of County Road 23, and passing the North line of said 2.4162 acre parcel and the South line of said 1.5325 acre parcel at 253.97 feet, and passing the East line of said 1.5325 acre parcel and the West line of said 1.3055 acre parcel at 322.78 feet, and passing a set 5/8 inch iron pin with cap at 513.93 feet in the Southerly right-of-way of State Route 95;

Thence along the North line of said 1.3055 acre parcel South 55 degrees 28 minutes 06 seconds East, a distance of 127.00 feet to a point at the Northeast corner of said 1.3055 acres;

Thence leaving the North line of said 1.3055 acre parcel, and along the East line of said 1.3055 acre parcel and said 2.4162 acre parcel South 17 degrees 23 minutes 24 seconds West, a distance of 442.65 feet to the point of beginning, passing a found iron pin at 37.40 feet, and passing the Southerly right-of way of State Route 95 at 44.64 feet, and passing a found iron pin at the Southeast corner of said 1.3055 acre parcel and the Northeast corner of said 2.4162 acre parcel at 270.63 feet, and passing a set 5/8 inch iron pin with cap at 411.92 feet in the Northerly right-of-way of County Road 23;

Containing 2.2640 acres more or less, of which 0.3427 acres more or less lies in the right-of-way of County Road 23 and State Route 95, leaving 1.9213 acres net more or less, and more particularly includes 0.0150 acres more or less from said 1.5325 acre parcel, 1.0946 acres more or less from said 1.3055 acre parcel, and 1.1544 acres more or less from said 2.4162 acre parcel.

Subject to all existing easements and right-of-ways of record;

The remainder of said 1.3055 acre parcel is a non-buildable lot and can only be transferred to an adjoining land owner.

This description is based on an actual field survey performed by or under the direct supervision of Thomas P. Baumann, PS, Registered Surveyor S-7450 in June 2014.

Bearings based on the Ohio North Zone (#3401) State Plane Coordinate System (NAD 83, 2011).

Deed Reference: Official Record 753, Page 745, and Official Record 717, Page 531

Prepared by: Baumann Land Survey, Inc. Thomas P. Baumann, PS, Ohio Surveyor #S-7450.

Together with a Restriction and Easement Agreement recorded in Volume 834, Page 910, Morrow County, Ohio Records.

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409 US Route 2, East Wilton, ME (“Wilton Property”):

A certain lot or parcel of land together with any improvements thereon located on the easterly side of Route 2 and Route 4 and the northwesterly side of Munson Road, in the Town of Wilton, County of Franklin, State of Maine, being more particularly bounded an described as follows:

Beginning at a point on the easterly right of-way line of Route 2 and Route 4 at the northwesterly corner of land now or formerly of Yvonne Graves as described in Deed Book 2261, Page 144, Franklin County Registry of Deeds (FCRD), Said point being N 84° 25' 26" W 0.86' from a 1/4" iron pipe;

Thence, N 05° 37’ 40" E along the easterly right-of way line of said Route 2 and Route 4 300.91' to the southwesterly corner of land now or formerly of William E. Baxter and Deborah A. Baxter as described in Deed Book 1660, Page 64. Said corner being N 86° 58' 10" W 0.79' from a 3/4" iron pipe;

Thence, S 86° 58' 09" E along the southerly line of said Baxter 332.94' to #5 rebar with cap stamped "NCS, Inc. PLS 2080" on the southwesterly line of land now or formerly of Guy A. Collins and Roberta 1. Collins as described in Deed Book 827, Page 64;

Thence, S 19° 38' 54" E along the southwesterly line of said Collins 225.84' to an iron fence post on the northwesterly right-of-way line of Munson Road;

Thence, on a non-tangent curve to the left along the northwesterly right-of-way line of said Munson Road an arc length of 246.98' to a point. Said curve having a radius of 1460.00' and a chord of S 51° 05' 30" W 246.69’;

Thence, S 46° 14' 43" W along the northwesterly right-of-way line of said Munson Road 100.00" to a #5 rebar with cap stamped "NCS, Inc. PLS 2080" at the easterly corner of said Graves;

Thence, N 15° 30' 44" W along the northeasterly line of said Graves 147.18 to a #5 rebar with cap stamped "NCS, Inc., PLS 2080”;

Thence, N 84° 25' 26" W along the northerly line of said graves 135.00' to the point of beginning.

1905 Hallowell Road, Litchfield ME (“Litchfield Property”):

Real property in the City of Litchfield, County of Kennebec, State of Maine, described as follows:

Certain lots or parcels of land together with any improvements thereon, located on the Hallowell Road, also known as Route 126, in the Town of Litchfield, County of Kennebec and State of Maine, being more particularly described as follows:

Parcel 1 (Northwest):

A certain lot or parcel of land located on the westerly side of Hallowell Road and the southeasterly side of Lewiston Road (Route 126), in the Town of Litchfield, County of Kennebec, State of Maine, being more particularly bounded and described as follows:

BEGINNING at a #5 rebar w/cap stamped "NCS, INC PLS 2080" set at the intersection of the westerly right-of-way line of Hallowell Road and the southerly right-of-way line of Lewiston Road;

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THENCE S 19°06'24" E along the westerly right-of-way line of said Hallowell Road 38.45' to a #5 rebar w/cap stamped "NCS, INC PLS 2080";

THENCE S 01° 18'47" E along the westerly right-of-way line of Hallowell Road 195.20' to a #5 rebar w/cap stamped "NCS, INC PLS 2080" at the northeasterly corner of land N/F of the former Lewiston, Augusta and Waterville Street Railway (railroad) as described in Deed Book 508, Page 277 recorded in the Kennebec County Registry of Deeds (KCRD);

THENCE S 48°40'04" W along said railroad 695.79' to a point on the northeasterly line of land N/F of Gregory M. Hilton as described in Deed Book 3696, Page 84;

THENCE N 78°00'53" W along the northeasterly line of said Hilton 137.13' to a #5 rebar w/cap stamped "Morin #2157" found at the southwesterly corner of land N/F of Dalton McCormick as described in Deed Book 11260, Page 194 and the southeasterly corner of land N/F of Rod H. Chaput and Claudine A. Chaput as described in Deed Book 9928, Page 265;

THENCE N 13°33'29" E along the southeasterly line of said McCormick 523.84' to a #5 rebar w/cap stamped "NCS, INC PLS 2080" on the southerly right-of-way line of said Lewiston Road;

THENCE N 74°08'19" E along the southeasterly right-of-way line of said Lewiston Road 319.89' to a point;

THENCE on a curve to the left along the southeasterly right-of-way line of said Lewiston Road an arc length of 219.19' to the POINT OF BEGINNING. Said curve having a radius of 3869.83' and a chord of N 72°30'57" E 219.16'.

The basis of bearing for this description is the Maine state coordinate system, west zone, grid north.

Parcel 2 (Southeast):

A certain lot or parcel of land located on the westerly side of Hallowell Road and the southeasterly side of Lewiston Road (Route 126), in the Town of Litchfield, County of Kennebec, State of Maine, being more particularly bounded and described as follows:

STARTING at a #5 rebar w/cap stamped "NCS, INC PLS 2080" at the intersection of the westerly right-of-way line of Hallowell Road and the southeasterly right-of-way line of Lewiston Road;

THENCE S 19°06'24" E along the westerly right-of-way line of said Hallowell Road 38.45' to a #5 rebar w/cap stamped "NCS, INC PLS 2080";

THENCE S 01°18'47" E along the westerly right-of-way line of Hallowell Road 195.20' to a #5 rebar w/cap stamped "NCS, INC PLS 2080" at the northeasterly corner of land N/F of the former Lewiston, Augusta and Waterville Street Railway (railroad) as described in Deed Book 508, Page 277 recorded in the Kennebec County Registry of Deeds (KCRD);

THENCE S 01°18'47" E along the westerly right-of-way line of said Hallowell Road 65.29' to a #5 rebar w/cap stamped "NCS, INC PLS 2080" at the southeasterly corner of land N/F of said railroad and the TRUE POINT OF BEGINNING;

THENCE S 01°18'47" E along the westerly right-of-way line of said Hallowell Road 172.55' to a point;

THENCE S 03°26'53" E along the westerly right-of-way line of said Hallowell Road 167.42' to a #5 rebar w/cap stamped "NCS, INC PLS 2080" at the northeasterly corner of the North Cemetery;

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THENCE N 75°37'59" W along the northeasterly line of said cemetery 251.42' to a point near a #5 rebar w/cap stamped "Morin #2157";

THENCE S 03°12'57" W along a stone wall and the westerly line of said cemetery 183.66' to a #5 rebar w/cap stamped "Morin #2157" at the northwesterly corner of land N/F of Vernal E. Glidden and Dora Glidden as described in Deed Book 1589, Page 33 and the northeasterly corner of land N/F of Gregory M. Hilton as described in Deed Book 3698, Page 84;

THENCE N 73°50'17" W along a stone wall and the northeasterly line of said Hilton 81.30' to a #5 rebar w/cap stamped "Morin #2157";

THENCE N 78°00'53" W along the northeasterly line of said Hilton 148.28' to a point near a #5 rebar w/cap stamped "Morin #2157'' and the southeasterly corner of said railroad;

THENCE N 48°40'04" E along the southeasterly line of said railroad 616.56' to the TRUE POINT OF BEGINNING.

The basis of bearing for this description is the Maine state coordinate system, west zone, grid north.

23 Wert Drive, Thompsontown, PA (“Thompsontown Property”):

ALL THAT CERTAIN parcel or tract of land situate on the south side of Old Route 22 (S.R. 3002) in Delaware Township, Juniata County, Pennsylvania, shown as "Proposed Lot" on an "ALTA/ACSM Land Title Survey for GBT Realty" prepared by Steckbeck Engineering & Surveying, Inc. dated July 9, 2014 and subsequently revised, approved by the Delaware Township Board of Supervisors on February 19, 2015, and recorded. February 20, 2015 as Juniata County Instrument No. 201500600, being more particularly bounded and described as follows, to wit:

COMMENCING at a point on the southern right-of-way line of Old Route 22 (S.R. 3002), said point also on the common property line between lands of David L. Robinson & Shannon J. Robinson and lands of John O. Frymoyer & Norma M. Frymoyer; thence going along said right-of-way line and through said lands of Frymoyer, North 69 degrees 21 minutes 58 seconds East a distance of 109.70' to the point of beginning;

thence going along said southern right-of-way line of Old Route 22 (S.R. 3002), North 69 degrees 21 minutes 58 seconds East a distance of 337.88' to a point; thence going through residual lands of Frymoyer the six (6) following courses and distances: (1) South 20°38'02" East a distance of 245.98' to a point; (2) South 70°40'26" West a distance of 250.00' to a point; (3) North 24°02'30" West a distance of 114.32' to a point; (4) South 65°57'30" West a distance of 50.00' to a point; (5) North 24°02'30" West a distance of 105.81' to a point; (6) with a curve turning to the left with an arc length of 37.78', with a radius of 25.00', with a chord bearing of North 67°20'04" West, with a chord length of 34.29' to the point of beginning.

CONTAINING in area: 1.58 acres.

BEING PARCEL NO. 02-02-102

BEING the same premises which Rich Uncles NNN Operating Partnership, L.P., a Delaware limited partnership, by Deed dated March 16, 2017 and recorded March 23, 2017 in Juniata County at Instrument No. 201700981, granted and conveyed unto RU Dollar General OHPAME6, LLC, a California limited liability company, in fee.

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5405 Tiffin Avenue, Castalia, OH (“Castalia Property”):

Situated in the Township of Margaretta, County of Erie, State of Ohio, and being a part of Original Lot 26, Section 2, also known as being a portion of a parcel of land conveyed to Cardinal Property Holdings, Ltd, as recorded in RN 201407070, of said County's Records, and being further bounded and described as follows:

Commencing at a Mag Nail set at the centerline intersection of Maple Ave. and Sandusky-Clyde Rd. (S.R. 101, 60 feet wide), thence along the centerline of said Sandusky-Clyde Rd., S 88° 08 36" E for a distance of 1651.85 feet to a point, said point being the TRUE POINT OF BEGINNING of the parcel of land hereinafter described, thence clockwise along the following four (4) courses and distances:

1. N 1° 51' 24" E for a distance of 360.00 feet to a 5/8 inch rebar with cap "GPD" set, passing over a 5/8 inch rebar with cap "GPD" set on the north right of way line of said Sandusky-Clyde Rd. at 30.00 feet;

2. S 88°08' 36" E for a distance of 241.19 feet to a 5/8 inch rebar with cap "GPD" set: on the west line of a parcel of land conveyed to Howard J. Longnecker and Learta Longnecker as recorded in Volume 534, Page 281;

3. Thence along said west line, S 1° 33' 32" B for a distance of 360.64 feet to a point in the centerline of said Sandusky-Clyde Rd., passing over a capped pin "Hancock & Associates" found on said north right of way line at 330.59 feet;

4. Thence along said centerline, N 88° 08' 36" W for a distance of 262.68 feet to the True Point of Beginning and containing 2.0821 acres (90,697 sq.ft.) of land, more or less, and subject to all easements, restrictions and covenants of record as surveyed under the supervision of James E. Karing, P.S. Number 7539, for Glaus, Pyle, Schomer, Burns & DeHaven, Inc., dba GPI Group, in August of 2014.

Basis of Bearing is State Plane Grid North, NAD 83 (2011), Geoid 12A, Ohio North Zone.

7970 E Harbor Road, Lakeside, OH (“Lakeside Property”):

Real property in the City of Lakeside Marblehead, County of Ottawa, State of Ohio, described as follows:

Situated in the Township of Danbury, County of Ottawa, State of Ohio, and being a part of the Section 2, Lot 16, Firelands, also known as being a portion of a parcel of land conveyed to Stephen A. Boytim as recorded in Volume 395, Page 542, of said County's Records, and being further bounded and described as follows:

Commencing at a 5/8 inch rebar found at the Southeast corner of said Lot 16 and on the centerline of Englebeck Rd. (T.R. 138, 60 feet wide);

Thence along the East line of said Lot 16 and said centerline, N 0º 59' 29" W for a distance of 1125.41 feet to a point, said point also being the True Point of Beginning of the parcel of land hereinafter described;

Thence clockwise along the following four (4) courses and distances:

1. S 88º 37' 29" W for a distance of 275.01 feet to a 5/8 inch rebar with cap "GPD" set on the East line of a parcel of land conveyed to Edward D. Lukuch and Grazyna M. Lukuch as recorded in Volume 415, Page 296, passing over a 5/8 inch rebar with cap "GPD" set on the West right of way line of said Englebeck Rd. at 40.00 feet;

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2. Thence along the East line of said Edward D. Lukuch and Grazyna M. Lukuch, N 0º 59' 29" W for a distance of 355.25 feet to a point on the centerline of E. Harbor Rd. (S.R. 163, variable width), passing over a capped rebar "HARTUNG 5667" found on the South right of way line of said E. Harbor Rd. at 315.00 feet;

3. Thence along said centerline, S 71º 52' 29" E for a distance of 291.05 feet to the intersection of said E. Harbor Rd. and said Englebeck Rd., said intersection also being on the East line of said Lot 16;

4. Thence along the centerline of said Englebeck Rd. and the East line of said Lot 16, S 0º 59' 29" E for a distance of 258.09 feet to the True Point of Beginning and containing 1.9361 acres (84,335 sq. ft.) of land, more or less; of which 0.4525 acres lies within the present road right of way, and subject to all easements, restrictions and covenants of record as surveyed under the supervision of James E. Karing, P.S. Number 7539, for Glaus, Pyle, Schomer, Burns & DeHaven, Inc., dba GPD Group, in August of 2014.

Basis of Bearing is State Plane Grid North, NAD 83 (2011), Geoid 12A, Ohio North Zone, Tied by GPS to the ODOT VRS System.

Excepting therefrom the following described premises as conveyed by the Agreed Judgment Entry on Settlement recorded November 7, 2022 in/as OR Volume 1922, Page 891 of the Ottawa County Records:

PARCEL 10-WD

Situated in the State of Ohio, County of Ottawa, Danbury Township, Firelands Section 2, Lot 16 and being part of a deed of record 1.9361 acre parcel of land conveyed to RU Dollar General OHPAME6, LLC as recorded in Official Record 1625, Page 359 of the Ottawa County Recorder's Office and being more particularly described as follows:

Being a parcel lying on the right side of the existing centerline of right of way of State Route 163 as part of the OTT-163-33.85 Centerline Plat made by Fishbeck for the Ohio Department of Transportation as recorded in Instrument Number 2021-313163 (Plat Book 73, Page 45) of the plat records of Ottawa County, Ohio and being located within the following described points in the boundary thereof;

Commencing at a 1/2 inch iron pin found within a monument box, said 1/2 inch iron pin found being the Southeast corner of said Lot 16, also being the Southwest corner of Firelands Section 2, Lot 15, also being on the centerline of right of way of Englebeck Road, said 1/2 inch iron pin found being station 15+14.17 of the centerline of right of way of Englebeck Road;

Thence Northerly on the East line of said Lot 16, also being the West line of said Lot 15, North 00 degrees 59 minutes 05 seconds West, 1190.85 feet, to a point on the East line of said Lot 16, also being the West line of said Lot 15, also being the grantor's East property line, said point being 7.14 feet right of Englebeck Road centerline of right of way station 27+05.00 and also being the TRUE POINT OF BEGINNING for the parcel of land herein described:

1) Thence Westerly on a line perpendicular to the existing centerline of right of way of Englebeck Road, South 88 degrees 40 minutes 18 seconds West, 62.14 feet, to an iron pin set on the proposed West right of way line of Englebeck Road, said pin being 55.00 feet left of Englebeck Road centerline of right of way station 27+05.00;

2) Thence Northerly on the proposed West right of way line of Englebeck Road, being a right of way line 55.00 feet Westerly of as measured perpendicular to and parallel with, the existing centerline of right of way of Englebeck Read, North 01 degree 19 minutes 42 seconds West, 25.00 feet, to an iron pin set on the proposed West right of way line of Englebeck Road, said pin being 55.00 feet left of Englebeck Road centerline of right of way station 27+30.00;

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3) Thence Northerly continuing on the proposed West right of way line of Englebeck Road, North 04 degrees 22 minutes 53 seconds West, 75.11 feet, to an iron pin set on the proposed West right of way line of Englebeck Road, said pin being 59.00 feet left of Englebeck Road centerline of right of way station 28+05.00;

4) Thence Northerly continuing on the proposed West right of way line of Englebeck Road, North 19 degrees 17 minutes 51 seconds West, 38.90 feet, to an iron pin set on the proposed West right of way line of Englebeck Road, also being on the proposed South right of way line of State Route 163, said pin being 71.00 feet left of Englebeck Road centerline of right of way station 28+42.00, also being 78.64 feet right of State Route 163 centerline of right of way station 388+38.77;

5) Thence Northwesterly on the proposed South right of way line of State Route 163, North 41 degrees 28 minutes 07 seconds West, 33.21 feet, to an iron pin set on the proposed South right of way line of State Route 163, said pin being 62.00 feet right of State Route 163 centerline of right of way station 388+10.00;

6) Thence Westerly continuing on the proposed South right of way line of State Route 163, North 69 degrees 48 minutes 49 seconds West, 127.95 feet, to an iron pin set on the proposed South right of way line of State Route 163, said pin being 58.00 feet right of State Route 163 centerline of right of way station 386+82.00;

7) Thence Northwesterly continuing on the proposed South right of way line of State Route 163, North 64 degrees 55 minutes 04 seconds West, 61.41 feet, to an iron pin set on the proposed South right of way line of State Route 163, also being on the grantor's West property line, said pin being 50.76 feet right of State Route 163 centerline of right of way station 386+20.97;

8) Thence Northerly on the grantor's West property line, also being the East property line of Grazyna M. Lukuch deed of record 6.3448 acre parcel as recorded in Official Record 1125, Page 686 of the Ottawa County Recorder's Office, North 00 degrees 59 minutes 05 seconds West, 53.78 feet, passing a capped iron pin found at a distance of 12.71 feet, to a point on the existing centerline of right of way of State Route 163, said point also being described as the grantor's Northwest property corner, said point being State Route 163 centerline of right of way station 386+03.22;

9) Thence on the existing centerline of right of way of State Route 163, also being the grantor's North property line, in an Easterly direction on a curve to the right with a central angle of 00 degrees 14 minutes 43 seconds and a radius of 68094.55 feet, an arc distance of 291.52 feet, the chord of which bears South 71 degrees 36 minutes 09 seconds East for a distance of 291.52 feet, to a point on the existing centerline of right of way of State Route 163, said point also being described as the grantor's Northeast property corner, also being on the East line of said Lot 16, also being the West line of said Lot 15, said point being State Route 163 centerline of right of way station 388+94.74, also being 8.30 feet right of Englebeck Road centerline of right of way station 28+97.01;

10) Thence Southerly on the East line of said Lot 16, also being the West line of said Lot 15, also being the grantor's East property line, also being the West property line of Gudrun Trolenberg Barnholt deed of record 41.65 acre parcel as recorded in Official Record 759, Page 421 of the Ottawa County Recorder's Office, South 00 degrees 59 minutes 05 seconds East, 192.01 feet, to the TRUE POINT OF BEGINNING and containing 0.6182 acres, of which 0.4235 acres is PRO (Present Road Occupied), leaving a net take of 0.1947 acres, more or less, subject to legal highways, an existing 40 foot Ohio Public Service Company Electric Easement as recorded in Deed Volume 141, Page 25 of the Ottawa County Recorder’s Office, an existing relocated 40 foot Ohio Public Service Company Electric Easement as recorded in Official Record 1524, Page 287 of the Ottawa County Recorder’s Office, an existing 15 foot Columbia Gas Easement as recorded in Deed Volume 333, Page 176 of the Ottawa County Recorder’s Office and other easements of record.

The above described area is contained within Ottawa County Auditor's Permanent Parcel Number 014-11718-15676-005.

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Description based on a field survey conducted by Fishbeck between the months of June 2019 through July 2019, September 2019 and November 2021 under the direction and supervision of Joshua R. Mihelcic, Registered Surveyor 8453 of the State of Ohio.

Bearings used herein are based on Ohio State Plane Coordinates, North Zone, referenced to NAD (83) (2011) and are for this project use only.

All iron pins set referenced herein are 3/4 inch diameter x 30 inch long iron bars with 2-1/2 inch aluminum cap stamped "ODOT R/W, P.S. 8453, FISHBECK". Iron pins to be set that will be disturbed during construction may be reset by the construction contractor's surveyor and the new cap shall include the words "RESET".

This description was prepared on December 06, 2021 by Joshua R. Mihelcic, Registered Surveyor 8453 of the State of Ohio.

Also excepting therefrom the following described premises as conveyed by the Agreed Judgment Entry on Settlement recorded November 7, 2022 in/as OR Volume 1922, Page 891 of the Ottawa County Records:

PARCEL 10-WDV

Situated in the State of Ohio, County of Ottawa, Danbury Township, Firelands Section 2, Lot 16 and being part of a deed of record 1.9361 acre parcel of land conveyed to RU Dollar General OHPAME6, LLC as recorded in Official Record 1625, Page 359 of the Ottawa County Recorder's Office and being more particularly described as follows:

Being a parcel lying on the right side of the existing centerline of right of way of State Route 163 as part of the OTT-163-33.85 Centerline Plat made by Fishbeck for the Ohio Department of Transportation as recorded in Instrument Number 2021-313163 (Plat Book 73, Page 45) of the plat records of Ottawa County, Ohio and being located within the following described points in the boundary thereof;

Commencing at a 1/2 inch iron pin found within a monument box, said 1/2 inch iron pin found being the Southeast corner of said Lot 16, also being the Southwest corner of Firelands Section 2, Lot 15, also being on the centerline of right of way of Englebeck Road, said 1/2 inch iron pin found being station 15+14.17 of the centerline of right of way of Englebeck Road;

Thence Northerly on the East line of said Lot 16, also being the West line of said Lot 15, North 00 degrees 59 minutes 05 seconds West, 1125.39 feet, to a point on the East line of said Lot 16, also being the West line of said Lot 15, said point also being described as the grantor's Southeast property corner, said point being 6.75 feet right of Englebeck Road centerline of right of way station 26+39.54 and also being the TRUE POINT OF BEGINNING for the parcel of land herein described;

1) Thence Westerly on the grantor's South property line, also being the North property line of Stephen A. Boytim deed of record 3.7792 acre parcel as recorded in Official Record 1524, Page 284 of the Ottawa County Recorder's Office, South 88 degrees 37 minutes 53 seconds West, 61.75 feet, to an iron pin set on the proposed West right of way line of Englebeck Road, also being on the grantor's South property line, said pin being 55.00 feet left of Englebeck Road centerline of right of way station 26+39.49;

2) Thence Northerly on the proposed West right of way line of Englebeck Road, being a right of way line 55.00 feet Westerly of, as measured perpendicular to and parallel with, the existing centerline of right of way of Englebeck Road, North 01 degree 19 minutes 42 seconds West, 65.51 feet, to an iron pin set on the proposed West right of way line of Englebeck Road, said pin being 55.00 feet left of Englebeck Road centerline of right of way station 27+05.00;

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3) Thence Easterly on a line perpendicular to the existing centerline of right of way of Englebeck Road, North 88 degrees 40 minutes 18 seconds East, 62.14 feet, to a point on the East line of said Lot 16, also being the West line of said Lot 15, also being the grantor's East property line, said point being 7.14 feet right of Englebeck Road centerline of right of way station 27+05.00;

4) Thence Southerly on the East line of said Lot 16, also being the West line of said Lot 15, also being the grantor's East property line, also being the West property line of Gudrun Trolenberg Barnholt deed of record 41.65 acre parcel as recorded in Official Record 759, Page 421 of the Ottawa County Recorder's Office, South 00 degrees 59 minutes 05 seconds East, 65.47 feet, to the TRUE POINT OF BEGINNING and containing 0.0931 acres, of which 0.0706 acres is PRO (Present Road Occupied), leaving a net take of 0.0225 acres, more or less, subject to legal highways, an existing relocated 40 foot Ohio Public Service Company Electric Easement as recorded in Official Record 1524, Page 287 of the Ottawa County Recorder’s Office and other easements of record.

The above described area is contained within Ottawa County Auditor's Permanent Parcel Number 014-11718-15676-005.

Description based on a field survey conducted by Fishbeck between the months of June 2019 through July 2019, September 2019 and November 2021 under the direction and supervision of Joshua R. Mihelcic, Registered Surveyor 8453 of the State of Ohio.

Bearings used herein are based on Ohio State Plane Coordinates, North Zone, referenced to NAD (83) (2011) and are for this project use only.

All iron pins set referenced herein are 3/4 inch diameter x 30 inch long iron bars with 2-1/2 inch aluminum cap stamped "ODOT R/W, P.S. 8453, FISHBECK". Iron pins to be set that will be disturbed during construction may be reset by the construction contractor's surveyor and the new cap shall include the words "RESET".

This description was prepared on December 06, 2021 by Joshua R. Mihelcic, Registered Surveyor 8453 of the State of Ohio.

Said parcel being conveyed contains 1.226 +/- acres after said exceptions.

30

Exhibit “B”

Allocations of Purchase Price

31

Exhibit “C”

Due Diligence Materials

32

Exhibit “D”

Form of Tenant Estoppel

[Insert Lender’s/and or Purchaser’s name and address]

______________________________

______________________________

______________________________

Demised Premises: DOLLAR GENERAL STORE #__________________

ADDRESS: _____________________________________

CITY/STATE/ZIP:________________________________

THIS IS TO CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT:

IN WITNESS WHEREOF, the undersigned has executed this certificate on behalf of Tenant.

Exhibit “E”

Form of SNDA

After recording, please return to:

__________________________

Attn: ______________________

__________________________

__________________________

SUBORDINATION, ATTORNMENT AND

NON-DISTURBANCE AGREEMENT

This Subordination, Attornment and Non-Disturbance Agreement ("Agreement") made to be effective this ___ day of _______, 20___, by and between _____________________, __________________________ ("Tenant"), and _______________________, a __________________________, its successors and/or assigns as their interests may appear ("Mortgagee").

STATEMENT OF PURPOSE

AGREEMENT

NOW, THEREFORE, in consideration of mutual covenants and agreements, together with $1.00 and other valuable consideration, the adequacy, sufficiency and receipt of which are hereby acknowledged by the parties, Mortgagee and Tenant hereby agree and covenant as follows:

2

Date of service of a notice served by mail shall be the date which is three (3) days after the date on which such notice is deposited in a post office of the United States Post Office Department, certified mail, return receipt requested. Date of service by any other method shall be the date of receipt. Each party may designate

3

a change of address by notice to the other party, given at least fifteen (15) days before such change of address is to become effective. Final execution and delivery of this Agreement is in the State of _________________ and shall be construed in accordance with the laws of the state where the Demised Premises are located, notwithstanding its conflict of laws provisions.

IN WITNESS WHEREOF, the parties hereto have hereunder caused this Agreement to be duly executed on the dates shown hereinafter below.

4

STATE OF _____________ )

) SS

COUNTY OF __________________)

Before me, the undersigned Notary Public of the State and County aforesaid, personally appeared __________________, with whom I am personally acquainted, or proved to me on the basis of satisfactory evidence and who, upon oath, acknowledged himself to be the __________________________ of________________________________________ a, _____________________________and that he as ___________________________, being authorized to do so, executed the Subordination, Attornment and Non-Disturbance Agreement for the purpose therein contained, by signing the name of the corporation by himself as such Vice President Lease Administration as his own free act and deed.

Witness my hand, at office this ___ day of ______, 20___.

________________________________________________

Notary Public

My commission: ___________________________________

STATE OF ____________________)

) SS

COUNTY OF __________________)

I, the undersigned authority, a Notary Public in and for said State and County, hereby certify that ________________________, whose name as of __________________, _______________________is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of the above and foregoing instrument, he as such officer and with full authority, executed the same voluntarily for and as the act of said _________________________________________.

Given under my hand and seal this ____ day of ________, 20___.

5

Schedule 1

Form of Assignment and Assumption of Lease

and Security Deposit

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 Lease for Real Property with __________________________, dated _________________________, as amended and assigned from time to time (collectively, the "Lease"), affecting the Property, together with the security deposits associated therewith, and, subject to the terms and conditions hereof, Assignee desires to assume Assignor’s obligations in respect of said lease and the security deposits.

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

1. Assignor hereby unconditionally and absolutely assigns, transfers, sets over and conveys to Assignee 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 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 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.

6

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.

6. A facsimile, electronic, or portable document format (pdf) copy of this Assignment and any signatures hereon (including, without limitation, any signatures via DocuSign, Adobe Sign or other similar electronic signature service) shall be considered for all purposes as an original.

7. This Assignment shall be governed by and construed in accordance with the laws of the State of Florida.

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:

By:

Name:

Its:

ASSIGNEE:

_________________________, a ___________________

By:

Name:

Title:

7

Exhibit A – Legal Description

[Applicable Legal Description to be Attached]

9

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 Property, 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 building and other improvements on the Property 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 Property or the improvements located thereon whether arising under or pursuant to governmental requirements, administrative or formal action by governmental authorities, or agreement with governmental authorities or third parties.

10

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.

A facsimile, electronic, or portable document format (pdf) copy of this Assignment and any signatures hereon (including, without limitation, any signatures via DocuSign, Adobe Sign or other similar electronic signature service) shall be considered for all purposes as an original.

This Assignment shall be governed by and construed in accordance with the laws of the State of Florida.

(Signatures on Following Page)

11

(Signature Page to General Assignment)

SELLER:

By:

PURCHASER:

By:

12

EXHIBIT A

LEGAL DESCRIPTION

[Applicable Legal Description to be Attached]

13

Schedule 3

Schedule of Leases

14

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “First Amendment”) is made and entered effective as of July 22, 2026 (the “Amendment Effective Date”), by and between GIPTX 6919 North Service Road, LLC, a Delaware limited liability company; GIPOH 6696 State Route 95, LLC, a Delaware limited liability company; GIPME 409 US Route 2, LLC, a Delaware limited liability company; GIPME 1905 Hallowell Road, LLC, a Delaware limited liability company; GIPPA 23 Wert Drive, LLC, a Delaware limited liability company; GIPOH 5405 Tiffin Avenue, LLC, a Delaware limited liability company; and, GIPOH 7970 E Harbor Road, LLC, a Delaware limited liability company (individually and collectively, “Seller”), and HABG Texas LLC, a Texas limited liability company (the “Purchaser”).

RECITALS

NOW, THEREFORE, for good and valuable consideration and the mutual covenants, terms, and conditions set forth herein, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:

[signature pages follow]

IN WITNESS WHEREOF, Seller and Purchaser have entered into this First Amendment to Purchase and Sale Agreement as of the Amendment Effective Date.

Exhibit “A”

Legal Description of the Property

6919 N Service Road, Big Spring, Texas (“Big Spring Property”):

All that certain lot, tract or parcel of land, part of Section 43, Block 31, Township 1 North of the T & P RR Co. Survey, Howard County, Texas, being all that certain called 2.38 acres described in a deed from Susan Gaston to Willis Floyd Gillette, Jr. on May 14, 2004 recorded in Volume 933, Page 130 of the Official Records, Howard County, Texas, being part of that certain tract described in a deed to Charles Robinson, recorded in Volume 90, Page 266 of the Deed Records, Howard County, Texas and being more completely described as follows, to-wit:

BEGINNING at a 5/8" iron rod (found) for the Southeast corner of the above mentioned 2.38 acre tract, the East line of the above mentioned Robinson tract, in the East line of the above mentioned Section 43, the West line of Section 44, Block 31, Township 1 North of the T & P RR Co. Survey, at the intersection of the North right of way line of Frontage Road and the centerline of North Moss Lake Road (County Road No. 37);

THENCE South 66 deg. 20 min. 28 sec. West with the North right of way line of Frontage Road, the South line of the 2.38 acre tract, at 30.16 ft. pass a 5/8" iron rod (found) for reference and continue a total distance of 291.51 ft. to a 5/8" iron rod (found) for the Southwest corner of same;

THENCE North 13 deg. 07 min. 23 sec. West with the West line of the 2.38 acre tract, a distance of 388.61 ft. to a 5/8" iron rod (found) for the Northwest corner of same;

THENCE North 76 deg. 50 min. 22 sec. East with the North line of the 2.38 acre tract, at 78.15 ft. pass a fence corner post for the Southwest corner of the Irene Hinojosa 1.0 acre tract described in County Clerk's File No. 2011-00000202, at 178.50 ft. pass a 5/8" iron rod (found) for reference and continue a total distance of 286.56 ft. to a 60d nail (found) for the Southeast corner of same, the Northeast corner of the 2.38 acre tract, in the East line of the Robinson tract, the East line of Section 43, the West line of Section 44, in the centerline of North Moss Lake Road;

THENCE South 13 deg. 07 min. 43 sec. East with the East line of the 2.38 acre tract and the Robinson tract, the East line of Section 43, the West line of Section 44, the centerline of North Moss Lake Road a distance of 335.50 ft. to the place of beginning, containing 2.382 acres of land.

6696 State Route 95, Mount Gilead, OH (“Mount Gilead Property”):

Situated in the Township of Chester, County of Morrow and State of Ohio:

Situated in Lot Number Eight (#8), Quarter 2, Township 7 North, Range 15 West, and being parts of a 1.3055 acre parcel and a 2.4162 acre parcel as conveyed to Arnold R. Beverly, Trustee in Official Record 753, Page 745, and part of a 1.5325 acre parcel conveyed to Arnold R. Beverly, Trustee in Official Record 717, Page 531, and being more particularly described as follows:

Commencing from a found railroad spike at the intersection of County Road 23 and Chester Avenue (Township Road 261);

Thence along the centerline of County Road 23 North 85 degrees 07 minutes 34 seconds West, a distance of 305.55 feet to the Southeast corner of said 2.4162 acre parcel and the point of beginning, referenced by a set 5/8 inch iron pin on the East line of said 2.4162 acre parcel that bears North 17 degrees 23 minutes 24 seconds East, a distance of 30.73 feet;

Thence from the point of beginning, continuing along the centerline of County Road 23 and the South line of said 2.4162 acre parcel, North 85 degrees 07 minutes 34 seconds West, a distance of 289.95 feet to a point;

Thence leaving the centerline of County Road 23 and the South line of said 2.4162 acre parcel along a new division line through said 2.4162 acre parcel, said 1.5325 acre parcel, and said 1.3055 acre parcel, North 33 degrees 58 minutes 33 seconds East, a distance of 566.48 feet to a point in the North line of said 1.3055 acre parcel, passing a set 5/8 inch iron pin with cap at 34.33 feet in the Northerly right-of way of County Road 23, and passing the North line of said 2.4162 acre parcel and the South line of said 1.5325 acre parcel at 253.97 feet, and passing the East line of said 1.5325 acre parcel and the West line of said 1.3055 acre parcel at 322.78 feet, and passing a set 5/8 inch iron pin with cap at 513.93 feet in the Southerly right-of-way of State Route 95;

Thence along the North line of said 1.3055 acre parcel South 55 degrees 28 minutes 06 seconds East, a distance of 127.00 feet to a point at the Northeast corner of said 1.3055 acres;

Thence leaving the North line of said 1.3055 acre parcel, and along the East line of said 1.3055 acre parcel and said 2.4162 acre parcel South 17 degrees 23 minutes 24 seconds West, a distance of 442.65 feet to the point of beginning, passing a found iron pin at 37.40 feet, and passing the Southerly right-of way of State Route 95 at 44.64 feet, and passing a found iron pin at the Southeast corner of said 1.3055 acre parcel and the Northeast corner of said 2.4162 acre parcel at 270.63 feet, and passing a set 5/8 inch iron pin with cap at 411.92 feet in the Northerly right-of-way of County Road 23;

Containing 2.2640 acres more or less, of which 0.3427 acres more or less lies in the right-of-way of County Road 23 and State Route 95, leaving 1.9213 acres net more or less, and more particularly includes 0.0150 acres more or less from said 1.5325 acre parcel, 1.0946 acres more or less from said 1.3055 acre parcel, and 1.1544 acres more or less from said 2.4162 acre parcel.

Subject to all existing easements and right-of-ways of record;

The remainder of said 1.3055 acre parcel is a non-buildable lot and can only be transferred to an adjoining land owner.

This description is based on an actual field survey performed by or under the direct supervision of Thomas P. Baumann, PS, Registered Surveyor S-7450 in June 2014.

Bearings based on the Ohio North Zone (#3401) State Plane Coordinate System (NAD 83, 2011).

Deed Reference: Official Record 753, Page 745, and Official Record 717, Page 531

Prepared by: Baumann Land Survey, Inc. Thomas P. Baumann, PS, Ohio Surveyor #S-7450.

Together with a Restriction and Easement Agreement recorded in Volume 834, Page 910, Morrow County, Ohio Records.

409 US Route 2, East Wilton, ME (“Wilton Property”):

A certain lot or parcel of land together with any improvements thereon located on the easterly side of Route 2 and Route 4 and the northwesterly side of Munson Road, in the Town of Wilton, County of Franklin, State of Maine, being more particularly bounded an described as follows:

Beginning at a point on the easterly right of-way line of Route 2 and Route 4 at the northwesterly corner of land now or formerly of Yvonne Graves as described in Deed Book 2261, Page 144, Franklin County Registry of Deeds (FCRD), Said point being N 84° 25' 26" W 0.86' from a 1/4" iron pipe;

Thence, N 05° 37’ 40" E along the easterly right-of way line of said Route 2 and Route 4 300.91' to the southwesterly corner of land now or formerly of William E. Baxter and Deborah A. Baxter as described in Deed Book 1660, Page 64. Said corner being N 86° 58' 10" W 0.79' from a 3/4" iron pipe;

Thence, S 86° 58' 09" E along the southerly line of said Baxter 332.94' to #5 rebar with cap stamped "NCS, Inc. PLS 2080" on the southwesterly line of land now or formerly of Guy A. Collins and Roberta 1. Collins as described in Deed Book 827, Page 64;

Thence, S 19° 38' 54" E along the southwesterly line of said Collins 225.84' to an iron fence post on the northwesterly right-of-way line of Munson Road;

Thence, on a non-tangent curve to the left along the northwesterly right-of-way line of said Munson Road an arc length of 246.98' to a point. Said curve having a radius of 1460.00' and a chord of S 51° 05' 30" W 246.69’;

Thence, S 46° 14' 43" W along the northwesterly right-of-way line of said Munson Road 100.00" to a #5 rebar with cap stamped "NCS, Inc. PLS 2080" at the easterly corner of said Graves;

Thence, N 15° 30' 44" W along the northeasterly line of said Graves 147.18 to a #5 rebar with cap stamped "NCS, Inc., PLS 2080”;

Thence, N 84° 25' 26" W along the northerly line of said graves 135.00' to the point of beginning.

23 Wert Drive, Thompsontown, PA (“Thompsontown Property”):

ALL THAT CERTAIN parcel or tract of land situate on the south side of Old Route 22 (S.R. 3002) in Delaware Township, Juniata County, Pennsylvania, shown as "Proposed Lot" on an "ALTA/ACSM Land Title Survey for GBT Realty" prepared by Steckbeck Engineering & Surveying, Inc. dated July 9, 2014 and subsequently revised, approved by the Delaware Township Board of Supervisors on February 19, 2015, and recorded. February 20, 2015 as Juniata County Instrument No. 201500600, being more particularly bounded and described as follows, to wit:

COMMENCING at a point on the southern right-of-way line of Old Route 22 (S.R. 3002), said point also on the common property line between lands of David L. Robinson & Shannon J. Robinson and lands of John O. Frymoyer & Norma M. Frymoyer; thence going along said right-of-way line and through said lands of Frymoyer, North 69 degrees 21 minutes 58 seconds East a distance of 109.70' to the point of beginning;

thence going along said southern right-of-way line of Old Route 22 (S.R. 3002), North 69 degrees 21 minutes 58 seconds East a distance of 337.88' to a point; thence going through residual lands of Frymoyer the six (6) following courses and distances: (1) South 20°38'02" East a distance of 245.98' to a point; (2) South 70°40'26"

West a distance of 250.00' to a point; (3) North 24°02'30" West a distance of 114.32' to a point; (4) South 65°57'30" West a distance of 50.00' to a point; (5) North 24°02'30" West a distance of 105.81' to a point; (6) with a curve turning to the left with an arc length of 37.78', with a radius of 25.00', with a chord bearing of North 67°20'04" West, with a chord length of 34.29' to the point of beginning.

CONTAINING in area: 1.58 acres.

BEING PARCEL NO. 02-02-102

BEING the same premises which Rich Uncles NNN Operating Partnership, L.P., a Delaware limited partnership, by Deed dated March 16, 2017 and recorded March 23, 2017 in Juniata County at Instrument No. 201700981, granted and conveyed unto RU Dollar General OHPAME6, LLC, a California limited liability company, in fee.

5405 Tiffin Avenue, Castalia, OH (“Castalia Property”):

Situated in the Township of Margaretta, County of Erie, State of Ohio, and being a part of Original Lot 26, Section 2, also known as being a portion of a parcel of land conveyed to Cardinal Property Holdings, Ltd, as recorded in RN 201407070, of said County's Records, and being further bounded and described as follows:

Commencing at a Mag Nail set at the centerline intersection of Maple Ave. and Sandusky-Clyde Rd. (S.R. 101, 60 feet wide), thence along the centerline of said Sandusky-Clyde Rd., S 88° 08 36" E for a distance of 1651.85 feet to a point, said point being the TRUE POINT OF BEGINNING of the parcel of land hereinafter described, thence clockwise along the following four (4) courses and distances:

1. N 1° 51' 24" E for a distance of 360.00 feet to a 5/8 inch rebar with cap "GPD" set, passing over a 5/8 inch rebar with cap "GPD" set on the north right of way line of said Sandusky-Clyde Rd. at 30.00 feet;

2. S 88°08' 36" E for a distance of 241.19 feet to a 5/8 inch rebar with cap "GPD" set: on the west line of a parcel of land conveyed to Howard J. Longnecker and Learta Longnecker as recorded in Volume 534, Page 281;

3. Thence along said west line, S 1° 33' 32" B for a distance of 360.64 feet to a point in the centerline of said Sandusky-Clyde Rd., passing over a capped pin "Hancock & Associates" found on said north right of way line at 330.59 feet;

4. Thence along said centerline, N 88° 08' 36" W for a distance of 262.68 feet to the True Point of Beginning and containing 2.0821 acres (90,697 sq.ft.) of land, more or less, and subject to all easements, restrictions and covenants of record as surveyed under the supervision of James E. Karing, P.S. Number 7539, for Glaus, Pyle, Schomer, Burns & DeHaven, Inc., dba GPI Group, in August of 2014.

Basis of Bearing is State Plane Grid North, NAD 83 (2011), Geoid 12A, Ohio North Zone.

7970 E Harbor Road, Lakeside, OH (“Lakeside Property”):

Real property in the City of Lakeside Marblehead, County of Ottawa, State of Ohio, described as follows:

Situated in the Township of Danbury, County of Ottawa, State of Ohio, and being a part of the Section 2, Lot 16, Firelands, also known as being a portion of a parcel of land conveyed to Stephen A. Boytim as recorded in Volume 395, Page 542, of said County's Records, and being further bounded and described as follows:

Commencing at a 5/8 inch rebar found at the Southeast corner of said Lot 16 and on the centerline of Englebeck Rd. (T.R. 138, 60 feet wide);

Thence along the East line of said Lot 16 and said centerline, N 0º 59' 29" W for a distance of 1125.41 feet to a point, said point also being the True Point of Beginning of the parcel of land hereinafter described;

Thence clockwise along the following four (4) courses and distances:

1. S 88º 37' 29" W for a distance of 275.01 feet to a 5/8 inch rebar with cap "GPD" set on the East line of a parcel of land conveyed to Edward D. Lukuch and Grazyna M. Lukuch as recorded in Volume 415, Page 296, passing over a 5/8 inch rebar with cap "GPD" set on the West right of way line of said Englebeck Rd. at 40.00 feet;

2. Thence along the East line of said Edward D. Lukuch and Grazyna M. Lukuch, N 0º 59' 29" W for a distance of 355.25 feet to a point on the centerline of E. Harbor Rd. (S.R. 163, variable width), passing over a capped rebar "HARTUNG 5667" found on the South right of way line of said E. Harbor Rd. at 315.00 feet;

3. Thence along said centerline, S 71º 52' 29" E for a distance of 291.05 feet to the intersection of said E. Harbor Rd. and said Englebeck Rd., said intersection also being on the East line of said Lot 16;

4. Thence along the centerline of said Englebeck Rd. and the East line of said Lot 16, S 0º 59' 29" E for a distance of 258.09 feet to the True Point of Beginning and containing 1.9361 acres (84,335 sq. ft.) of land, more or less; of which 0.4525 acres lies within the present road right of way, and subject to all easements, restrictions and covenants of record as surveyed under the supervision of James E. Karing, P.S. Number 7539, for Glaus, Pyle, Schomer, Burns & DeHaven, Inc., dba GPD Group, in August of 2014.

Basis of Bearing is State Plane Grid North, NAD 83 (2011), Geoid 12A, Ohio North Zone, Tied by GPS to the ODOT VRS System.

Excepting therefrom the following described premises as conveyed by the Agreed Judgment Entry on Settlement recorded November 7, 2022 in/as OR Volume 1922, Page 891 of the Ottawa County Records:

PARCEL 10-WD

Situated in the State of Ohio, County of Ottawa, Danbury Township, Firelands Section 2, Lot 16 and being part of a deed of record 1.9361 acre parcel of land conveyed to RU Dollar General OHPAME6, LLC as recorded in Official Record 1625, Page 359 of the Ottawa County Recorder's Office and being more particularly described as follows:

Being a parcel lying on the right side of the existing centerline of right of way of State Route 163 as part of the OTT-163-33.85 Centerline Plat made by Fishbeck for the Ohio Department of Transportation as recorded in Instrument Number 2021-313163 (Plat Book 73, Page 45) of the plat records of Ottawa County, Ohio and being located within the following described points in the boundary thereof;

Commencing at a 1/2 inch iron pin found within a monument box, said 1/2 inch iron pin found being the Southeast corner of said Lot 16, also being the Southwest corner of Firelands Section 2, Lot 15, also being on the centerline of right of way of Englebeck Road, said 1/2 inch iron pin found being station 15+14.17 of the centerline of right of way of Englebeck Road;

Thence Northerly on the East line of said Lot 16, also being the West line of said Lot 15, North 00 degrees 59 minutes 05 seconds West, 1190.85 feet, to a point on the East line of said Lot 16, also being the West line of said Lot 15, also being the grantor's East property line, said point being 7.14 feet right of Englebeck Road centerline of right of way station 27+05.00 and also being the TRUE POINT OF BEGINNING for the parcel of land herein described:

1) Thence Westerly on a line perpendicular to the existing centerline of right of way of Englebeck Road, South 88 degrees 40 minutes 18 seconds West, 62.14 feet, to an iron pin set on the proposed West right of way line of Englebeck Road, said pin being 55.00 feet left of Englebeck Road centerline of right of way station 27+05.00;

2) Thence Northerly on the proposed West right of way line of Englebeck Road, being a right of way line 55.00 feet Westerly of as measured perpendicular to and parallel with, the existing centerline of right of way of Englebeck Read, North 01 degree 19 minutes 42 seconds West, 25.00 feet, to an iron pin set on the proposed West right of way line of Englebeck Road, said pin being 55.00 feet left of Englebeck Road centerline of right of way station 27+30.00;

3) Thence Northerly continuing on the proposed West right of way line of Englebeck Road, North 04 degrees 22 minutes 53 seconds West, 75.11 feet, to an iron pin set on the proposed West right of way line of Englebeck Road, said pin being 59.00 feet left of Englebeck Road centerline of right of way station 28+05.00;

4) Thence Northerly continuing on the proposed West right of way line of Englebeck Road, North 19 degrees 17 minutes 51 seconds West, 38.90 feet, to an iron pin set on the proposed West right of way line of Englebeck Road, also being on the proposed South right of way line of State Route 163, said pin being 71.00 feet left of Englebeck Road centerline of right of way station 28+42.00, also being 78.64 feet right of State Route 163 centerline of right of way station 388+38.77;

5) Thence Northwesterly on the proposed South right of way line of State Route 163, North 41 degrees 28 minutes 07 seconds West, 33.21 feet, to an iron pin set on the proposed South right of way line of State Route 163, said pin being 62.00 feet right of State Route 163 centerline of right of way station 388+10.00;

6) Thence Westerly continuing on the proposed South right of way line of State Route 163, North 69 degrees 48 minutes 49 seconds West, 127.95 feet, to an iron pin set on the proposed South right of way line of State Route 163, said pin being 58.00 feet right of State Route 163 centerline of right of way station 386+82.00;

7) Thence Northwesterly continuing on the proposed South right of way line of State Route 163, North 64 degrees 55 minutes 04 seconds West, 61.41 feet, to an iron pin set on the proposed South right of way line of State Route 163, also being on the grantor's West property line, said pin being 50.76 feet right of State Route 163 centerline of right of way station 386+20.97;

8) Thence Northerly on the grantor's West property line, also being the East property line of Grazyna M. Lukuch deed of record 6.3448 acre parcel as recorded in Official Record 1125, Page 686 of the Ottawa County Recorder's Office, North 00 degrees 59 minutes 05 seconds West, 53.78 feet, passing a capped iron pin found at a distance of 12.71 feet, to a point on the existing centerline of right of way of State Route 163, said point also being described as the grantor's Northwest property corner, said point being State Route 163 centerline of right of way station 386+03.22;

9) Thence on the existing centerline of right of way of State Route 163, also being the grantor's North property line, in an Easterly direction on a curve to the right with a central angle of 00 degrees 14 minutes 43 seconds and a radius of 68094.55 feet, an arc distance of 291.52 feet, the chord of which bears South 71 degrees 36 minutes 09 seconds East for a distance of 291.52 feet, to a point on the existing centerline of right of way of State Route 163, said point also being described as the grantor's Northeast property corner, also being on the

East line of said Lot 16, also being the West line of said Lot 15, said point being State Route 163 centerline of right of way station 388+94.74, also being 8.30 feet right of Englebeck Road centerline of right of way station 28+97.01;

10) Thence Southerly on the East line of said Lot 16, also being the West line of said Lot 15, also being the grantor's East property line, also being the West property line of Gudrun Trolenberg Barnholt deed of record 41.65 acre parcel as recorded in Official Record 759, Page 421 of the Ottawa County Recorder's Office, South 00 degrees 59 minutes 05 seconds East, 192.01 feet, to the TRUE POINT OF BEGINNING and containing 0.6182 acres, of which 0.4235 acres is PRO (Present Road Occupied), leaving a net take of 0.1947 acres, more or less, subject to legal highways, an existing 40 foot Ohio Public Service Company Electric Easement as recorded in Deed Volume 141, Page 25 of the Ottawa County Recorder’s Office, an existing relocated 40 foot Ohio Public Service Company Electric Easement as recorded in Official Record 1524, Page 287 of the Ottawa County Recorder’s Office, an existing 15 foot Columbia Gas Easement as recorded in Deed Volume 333, Page 176 of the Ottawa County Recorder’s Office and other easements of record.

The above described area is contained within Ottawa County Auditor's Permanent Parcel Number 014-11718-15676-005.

Description based on a field survey conducted by Fishbeck between the months of June 2019 through July 2019, September 2019 and November 2021 under the direction and supervision of Joshua R. Mihelcic, Registered Surveyor 8453 of the State of Ohio.

Bearings used herein are based on Ohio State Plane Coordinates, North Zone, referenced to NAD (83) (2011) and are for this project use only.

All iron pins set referenced herein are 3/4 inch diameter x 30 inch long iron bars with 2-1/2 inch aluminum cap stamped "ODOT R/W, P.S. 8453, FISHBECK". Iron pins to be set that will be disturbed during construction may be reset by the construction contractor's surveyor and the new cap shall include the words "RESET".

This description was prepared on December 06, 2021 by Joshua R. Mihelcic, Registered Surveyor 8453 of the State of Ohio.

Also excepting therefrom the following described premises as conveyed by the Agreed Judgment Entry on Settlement recorded November 7, 2022 in/as OR Volume 1922, Page 891 of the Ottawa County Records:

PARCEL 10-WDV

Situated in the State of Ohio, County of Ottawa, Danbury Township, Firelands Section 2, Lot 16 and being part of a deed of record 1.9361 acre parcel of land conveyed to RU Dollar General OHPAME6, LLC as recorded in Official Record 1625, Page 359 of the Ottawa County Recorder's Office and being more particularly described as follows:

Being a parcel lying on the right side of the existing centerline of right of way of State Route 163 as part of the OTT-163-33.85 Centerline Plat made by Fishbeck for the Ohio Department of Transportation as recorded in Instrument Number 2021-313163 (Plat Book 73, Page 45) of the plat records of Ottawa County, Ohio and being located within the following described points in the boundary thereof;

Commencing at a 1/2 inch iron pin found within a monument box, said 1/2 inch iron pin found being the Southeast corner of said Lot 16, also being the Southwest corner of Firelands Section 2, Lot 15, also being on

the centerline of right of way of Englebeck Road, said 1/2 inch iron pin found being station 15+14.17 of the centerline of right of way of Englebeck Road;

Thence Northerly on the East line of said Lot 16, also being the West line of said Lot 15, North 00 degrees 59 minutes 05 seconds West, 1125.39 feet, to a point on the East line of said Lot 16, also being the West line of said Lot 15, said point also being described as the grantor's Southeast property corner, said point being 6.75 feet right of Englebeck Road centerline of right of way station 26+39.54 and also being the TRUE POINT OF BEGINNING for the parcel of land herein described;

1) Thence Westerly on the grantor's South property line, also being the North property line of Stephen A. Boytim deed of record 3.7792 acre parcel as recorded in Official Record 1524, Page 284 of the Ottawa County Recorder's Office, South 88 degrees 37 minutes 53 seconds West, 61.75 feet, to an iron pin set on the proposed West right of way line of Englebeck Road, also being on the grantor's South property line, said pin being 55.00 feet left of Englebeck Road centerline of right of way station 26+39.49;

2) Thence Northerly on the proposed West right of way line of Englebeck Road, being a right of way line 55.00 feet Westerly of, as measured perpendicular to and parallel with, the existing centerline of right of way of Englebeck Road, North 01 degree 19 minutes 42 seconds West, 65.51 feet, to an iron pin set on the proposed West right of way line of Englebeck Road, said pin being 55.00 feet left of Englebeck Road centerline of right of way station 27+05.00;

3) Thence Easterly on a line perpendicular to the existing centerline of right of way of Englebeck Road, North 88 degrees 40 minutes 18 seconds East, 62.14 feet, to a point on the East line of said Lot 16, also being the West line of said Lot 15, also being the grantor's East property line, said point being 7.14 feet right of Englebeck Road centerline of right of way station 27+05.00;

4) Thence Southerly on the East line of said Lot 16, also being the West line of said Lot 15, also being the grantor's East property line, also being the West property line of Gudrun Trolenberg Barnholt deed of record 41.65 acre parcel as recorded in Official Record 759, Page 421 of the Ottawa County Recorder's Office, South 00 degrees 59 minutes 05 seconds East, 65.47 feet, to the TRUE POINT OF BEGINNING and containing 0.0931 acres, of which 0.0706 acres is PRO (Present Road Occupied), leaving a net take of 0.0225 acres, more or less, subject to legal highways, an existing relocated 40 foot Ohio Public Service Company Electric Easement as recorded in Official Record 1524, Page 287 of the Ottawa County Recorder’s Office and other easements of record.

The above described area is contained within Ottawa County Auditor's Permanent Parcel Number 014-11718-15676-005.

Description based on a field survey conducted by Fishbeck between the months of June 2019 through July 2019, September 2019 and November 2021 under the direction and supervision of Joshua R. Mihelcic, Registered Surveyor 8453 of the State of Ohio.

Bearings used herein are based on Ohio State Plane Coordinates, North Zone, referenced to NAD (83) (2011) and are for this project use only.

All iron pins set referenced herein are 3/4 inch diameter x 30 inch long iron bars with 2-1/2 inch aluminum cap stamped "ODOT R/W, P.S. 8453, FISHBECK". Iron pins to be set that will be disturbed during construction may be reset by the construction contractor's surveyor and the new cap shall include the words "RESET".

This description was prepared on December 06, 2021 by Joshua R. Mihelcic, Registered Surveyor 8453 of the State of Ohio.

Said parcel being conveyed contains 1.226 +/- acres after said exceptions.

Exhibit “B”

Allocations of Purchase Price

Schedule 3

Schedule of Leases

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 GIPIL 3134 W 76th Street, 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 DDF Candor, LLC, a Texas limited liability company ("Purchaser"), with an address of 450 Alton Road, Apt. 2302, Miami Beach, FL 33139, Email: [email protected], with a required copy to Palmer Pelella, Esq., 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 twenty-one (21) days of the Effective Date, 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 19.0 below, Seller shall be obligated to cure 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; provided, however, that Seller shall have the right to cure at Closing any and all Mandatory Cure Defects by applying Seller’s proceeds from the consummation of the transaction contemplated by this Agreement to same. Notwithstanding anything in this Agreement to the contrary, from and after the Effective Date and continuing until Closing occurs, Seller shall have

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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 five (5) 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 commercially 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 five (5) 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 five (5) 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.

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All of Purchaser’s representations and warranties shall be deemed remade as of the date of the Closing and shall survive the Closing for a period of twelve (12) months following the Closing Date.

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5

The foregoing provisions of Section 7 shall survive the Closing and any earlier termination of this Agreement.

6

7

H One half of escrow fees of Escrow Agent.

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H One half of escrow fees of Escrow Agent.

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10

11

12

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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 ILLINOIS 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

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PURSUANT TO STATUTES IN EFFECT IN THE STATE OF ILLINOIS OR ANY LOCAL ORDINANCE, LAW, RULE OR REGULATION. PURCHASER’S RELEASE OF SELLER AS SET FORTH IN THIS SECTION 20 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 20 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.

All of Seller’s representations and warranties set forth in this Section shall survive the Closing for a period of twelve (12) months following the Closing Date.

Any representation made to Seller’s “knowledge” will not be deemed to imply any duty of inquiry or investigation. As used herein, the phrase “to Seller’s knowledge” or words of similar import shall mean the current, actual (and not constructive or imputed) knowledge of David Sobelman without any independent investigation or inquiry whatsoever and will not be construed to refer to the knowledge of any other officer, director, agent, employee or representative of Seller, or any affiliate of Seller, or to impose upon such party any duty to investigate the matter to which such actual knowledge or the absence thereof pertains, or to impose upon such party any individual personal liability. David Sobelman shall not be deemed to be a party to the Agreement nor to have made any representations or warranties hereunder, and no recourse shall be

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had to such individual for any of Seller's representations and warranties hereunder (and Purchaser hereby waives any liability of or recourse against such individuals).

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

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Exhibit “A”

Legal Description of the Property

THAT PART OF THE LOTS 1 AND 2 AND THE 16 FOOT VACATED ALLEY BY ORDINANCE RECORDED MARCH 03, 1998, AS DOCUMENT 98162263 ALL IN BLOCK 16 IN WABASH ADDITION TO CHICAGO IN SECTION 25, TOWNSHIP 38 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN, TAKEN AS A TRACT AND DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF SAID TRACT; THENCE SOUTH 90° 00' 00" EAST ALONG THE SOUTH LINE OF SAID TRACT 47.0 FEET TO A POINT ON THE EAST LINE OF THAT PART OF LAND TAKEN FOR HIGHWAY PURPOSES PER DOCUMENT NUMBER 12365546 ALSO BEING THE POINT OF BEGINNING; THENCE NORTH 00°02'29" EAST ALONG SAID EAST LINE 344.40 FEET; THENCE SOUTH 90°00'00" EAST 188.75 FEET; THENCE SOUTH 00°00'00" WEST 344.40 FEET TO THE SOUTH LINE OF SAID TRACT; THENCE NORTH 90°00'00" WEST ALONG SAID SOUTH LINE 189.00 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.

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Exhibit “B”

Due Diligence Materials

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Schedule 1

Form of Assignment and Assumption of Lease

and Security Deposit

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 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 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.

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

ASSIGNOR:

By:

Name:

Its:

ASSIGNEE:

_________________________, a ___________________

By:

Name:

Title:

21

Exhibit A – Legal Description

23

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 Property, 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 building and other improvements on the Property 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 Property or the improvements located thereon whether arising under or pursuant to governmental requirements, administrative or formal action by governmental authorities, or agreement with governmental authorities or third parties.

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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)

25

(Signature Page to General Assignment)

SELLER:

By:

PURCHASER:

By:

26

EXHIBIT A

LEGAL DESCRIPTION

27

Schedule 3

Form of Tenant Estoppel Certificate

Location: # 2981-01

TENANT ESTOPPEL CERTIFICATE

Date: _______________

Tenant hereby certifies to Landlord and [__________________________________], and [__________________________________] (together with its successors and/or assigns as their interests may appear, “Purchaser”) as follows:

[CONTINUED ON NEXT PAGE]

Location: #2981-01

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The undersigned is authorized to execute this Tenant Estoppel Certificate on behalf of Tenant.

Date:_____________________

GUARANTOR ACKNOWLEDGEMENT

FRESENIUS MEDICAL CARE HOLDINGS, INC. (the “Guarantor”) is the guarantor of the Tenant’s obligations under the Lease pursuant to its Guaranty entered into and effective on January 24, 2006. Guarantor is the parent company of Tenant, and, as such, the leasing of the Premises by Lessor to Tenant is of value to Guarantor. Guarantor has no present defense to the payment and performance of all of Guarantor’s obligations under the Guaranty in the event of enforcement of the Guaranty in accordance with its terms.

29

Schedule 4

Rent Roll

30

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “First Amendment”) is made and entered effective as of July 24, 2026 (the “First Amendment Effective Date”), by and between GIPIL 3134 W 76th Street, LLC, a Delaware limited liability company (the “Seller”), and DDF Candor, LLC, a Texas limited liability company (the “Purchaser”).

RECITALS

NOW, THEREFORE, for good and valuable consideration and the mutual covenants, terms, and conditions set forth herein, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:

“2.4 An additional sum of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Additional Earnest Money”) shall be paid in cash within two (2) business days of the First Amendment Effective Date, to be held in the same account as the Initial Earnest Money by the Escrow Agent. The Additional Earnest Money Deposit shall immediately become non-refundable and shall be applied to the Purchase Price at Closing. The Initial Earnest Money and Additional Earnest Money may hereafter, be collectively referred to as the “Earnest Money.”

[signature pages follow]

(Purchaser’s Signature Page to the First Amendment to Purchase and Sale Agreement)

IN WITNESS WHEREOF, Seller and Purchaser have entered into this First Amendment to Purchase and Sale Agreement as of the First Amendment Effective Date.

(Seller’s Signature Page Follows)

(Seller’s Signature Page to the First Amendment to Purchase and Sale Agreement)

Generation Income Properties Inc.

Overview of Unaudited Pro Forma Consolidated Financial Statements

The following unaudited pro forma condensed consolidated financial information of Generation Income Properties, Inc. (the “Company”) gives effect to the following transactions (collectively, the “Transactions”):

With respect to the Reacquisition, the Company had previously transferred 100% of the limited liability company interests in the DC Entity to Brown Family Enterprises, LLC (“Brown”), a related party, effective March 3, 2026, resulting in deconsolidation of the DC Entity as of that date. Pursuant to an Assignment of Limited Liability Company Interests and Termination Agreement, dated as of June 16, 2026, by and among Brown, Generation Income Properties, LP, and the Company, Brown assigned, transferred, and conveyed 100% of the limited liability company interests in the DC Entity back to Generation Income Properties, LP, and the Company resumed consolidating the DC Entity and the DC Property effective June 16, 2026.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026, gives effect to the Dollar General Disposition, the Fresenius Disposition, and the Vacaville Disposition as if each had occurred on that date. No adjustment is presented for the Reacquisition, as it is already reflected in the Company's historical condensed consolidated balance sheet as of June 30, 2026, included in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2025, and the six months ended June 30, 2026, give effect to each of the Transactions as if it had occurred at the beginning of the respective period presented. No adjustment is required with respect to the Reacquisition for the year ended December 31, 2025, as the DC Entity was consolidated by the Company for the entirety of that period.

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 Annual Report on Form 10-K for the year ended December 31, 2025, and the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

The unaudited pro forma condensed consolidated financial information reflects adjustments that are directly attributable to the Transactions and factually supportable, and is based on assumptions management believes are reasonable. The pro forma adjustments include, among other things:

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 Transactions 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 herein.

Generation Income Properties Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Note 1 – Basis of Presentation

The unaudited pro forma condensed consolidated financial statements are presented in accordance with Article 11 of Regulation S-X and give effect to the following transactions (collectively, the "Transactions"):

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 gives effect to the Dollar General Disposition, the Fresenius Disposition, and the Vacaville Disposition as if each had occurred on that date. No adjustment is presented for the Reacquisition, as it is already reflected in the Company's historical balance sheet as of June 30, 2026.

The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2025 and the six months ended June 30, 2026 give effect to each of the Transactions as if it had occurred at the beginning of the respective period presented. No adjustment is required with respect to the Reacquisition for the year ended December 31, 2025, as the DC Entity was consolidated by the Company for the entirety of that period.

The unaudited pro forma condensed consolidated financial information is based on the Company's historical consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The pro forma adjustments are directly attributable to the Transactions, factually supportable, and based on assumptions management believes are reasonable. Adjustments related to the dispositions are expected to have a continuing impact on the Company's results of operations; the Reacquisition-related adjustments in Note 2 relate to a discrete historical period and are not expected to recur.

This information is presented for illustrative purposes only, does not purport to represent what the Company's financial position or results of operations would have been had the Transactions occurred on the dates indicated, and is not indicative of future results. It should be read together with the accompanying notes and the Company's historical consolidated financial statements incorporated by reference herein.

Note 2 – Pro Forma Adjustments

Dollar General Disposition, Fresenius Disposition, and Vacaville Disposition

(a) Removal of Net Real Estate Assets and Related Equity Impact

Represents the removal of the historical carrying values of the Dollar General Properties, the Fresenius Property, and the Vacaville Property, including land, buildings and improvements, tenant improvements, and accumulated depreciation, from the unaudited pro forma condensed consolidated balance sheet. The resulting difference between the net book value and the estimated net proceeds from each disposition is reflected as an adjustment to retained earnings within stockholders' equity.

(b) Removal of Property-Level Indebtedness

Represents the removal of the mortgage debt secured by the Dollar General Properties and the Fresenius Property, which was repaid in connection with the applicable disposition, including the elimination of any unamortized deferred financing costs associated with such debt. No adjustment is presented with respect to the Vacaville Property, as the portion of cross-collateralized mortgage debt allocated to the Vacaville Property was not repaid in connection with the Vacaville Disposition, but was instead reallocated among the Company's other properties securing such debt.

(c) Removal of Historical Operating Results

Represents the elimination of rental revenues, property operating expenses, and depreciation and amortization associated with the Dollar General Properties, the Fresenius Property, and the Vacaville Property for the periods presented, as the pro forma financial statements assume each disposition occurred at the beginning of the respective period presented.

(d) Removal of Interest Expense Associated with Property-Level Debt

Represents the elimination of interest expense associated with the mortgage debt secured by the Dollar General Properties and the Fresenius Property for the periods presented, as such debt was repaid in connection with the applicable disposition. No adjustment is presented with respect to interest expense associated with the Vacaville Property, as the underlying mortgage debt remains outstanding and continues to be serviced by the Company following the Vacaville Disposition.

Reacquisition

(e) Inclusion of Historical Operating Results During the Deconsolidation Period

Represents the inclusion of rental revenues, property operating expenses, and depreciation and amortization associated with the DC Property for the period from March 3, 2026 through June 16, 2026, during which the DC Entity was deconsolidated, as the pro forma financial statements assume the Reacquisition occurred on January 1, 2026.

(f) Inclusion of Interest Expense Associated with Property-Level Debt

Represents the inclusion of interest expense associated with the mortgage debt secured by the DC Property, held by Valley National Bank, for the period from March 3, 2026 through June 16, 2026, during which such debt remained an obligation of the DC Entity but was not consolidated by the Company.

(g) Elimination of Loss on Transfer of LLC Interests

Represents the elimination of the $185,069 loss on transfer of LLC interests, in satisfaction of debt, recognized by the Company during the six months ended June 30, 2026 in connection with the March 3, 2026 transfer of the DC Entity, as the pro forma financial statements assume the Reacquisition occurred on January 1, 2026 and the transfer giving rise to such loss did not occur.