UNIT PURCHASE AGREEMENT
This Unit Purchase Agreement (this “Agreement”) is entered as of February 8, 2023 by and between Brown Family Enterprises, LLC, a Florida limited liability company (the “Purchaser”) and GIPVA 2510 WALMER AVE, LLC, a Delaware limited liability company (the “Company”).
RECITALS
WHEREAS, the Company is a limited liability company formed under the laws of the State of Delaware;
WHEREAS, subject to the terms and conditions of this Agreement, the Purchaser desires to purchase from the Company, and the Company desires to issue and sell to the Purchaser, the number of Class A Preferred Units in the Company (the “Units”) set forth in 11, each having the rights, privileges, and preferences set out in that certain Amended and Restated Limited Liability Company Agreement of the Company, dated as of the date hereof, a copy of which is attached hereto as Exhibit A (as amended, modified, or supplemented from time to time, the “A&R LLC Agreement”); and
WHEREAS, capitalized terms used herein without definition shall have the meanings assigned to such terms in the A&R LLC Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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If to the Company: | Generation Income Properties, Inc. 401 E. Jackson Street, Suite 3300 Tampa, FL 33602 |
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Unit Purchase Agreement on the date first written above.
| “COMPANY”
GIPVA 2510 WALMER AVE, LLC
By: David Sobelman Name: /s/ David Sobelman Title: President
“PURCHASER”
Brown Family Enterprises, LLC
By: /s/ Christian Brown Name: Christian Brown Title: Manager
Address for Notices:
5911 Beacon Shores St, Tampa FL 33611
Attn: Christian Brown Email: Christian.h.g.brown@gmail.com |
Exhibit A
AMENDED AND RESTATED LLC AGREEMENT
Attached.
EXHIBIT B
FORM OF INVESTOR QUESTIONNAIRE
See attached.
INVESTOR SUITABILITY QUESTIONNAIRE
This Investor Suitability Questionnaire (this “Questionnaire”) is being distributed to certain individuals and entities which may be offered the opportunity to purchase Units (the “Securities”) of GIPVA 2510 WALMER AVE, LLC, a Delaware limited liability company (the “Company”). The purpose of this Questionnaire is to assure the Company that all such offers and purchases will meet the standards imposed by the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws.
All answers will be kept confidential. However, by signing this Questionnaire, the undersigned agrees that this information may be provided by the Company to its legal and financial advisors, and the Company and such advisors may rely on the information set forth in this Questionnaire for purposes of complying with all applicable securities laws and may present this Questionnaire to such parties as it reasonably deems appropriate if called upon to establish its compliance with such securities laws. The undersigned represents that the information contained herein is complete and accurate and will notify the Company of any material change in any of such information prior to the undersigned’s investment in the Company.
For Individual Investors
Accredited Investor Certification. The undersigned makes one of the following representations regarding its income, net worth, status as a “family client” of a “family office,” and/or certain professional certifications or designations and certain related matters and has checked the applicable representation:
[__] The undersigned’s income during each of the last two years exceeded $200,000 or, if the undersigned is married or has a spousal equivalent, the joint income of the undersigned and the undersigned’s spouse or spousal equivalent, as applicable, during each of the last two years exceed $300,000, and the undersigned reasonably expects the undersigned’s income, from all sources during this year, will exceed $200,000 or, if the undersigned is married or has a spousal equivalent, the joint income of undersigned and the undersigned’s spouse or spousal equivalent, as applicable, from all sources during this year will exceed $300,000.
[__] The undersigned’s net worth, including the net worth of the undersigned’s spouse or spousal equivalent, as applicable, is in excess of $1,000,000 (excluding the value of the undersigned’s primary residence).
[__] The undersigned is a holder in good standing of one or more of the following certifications or designations administered by the Financial Industry Regulatory Authority, Inc. (FINRA): the Licensed General Securities Representative (Series 7), Licensed Investment Adviser Representative (Series 65), or Licensed Private Securities Offerings Representative (Series 82).
[__] The undersigned is a “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), of a family office as defined in rule 202(a)(11)(G)-1 under the Advisers Act, (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment, and whose prospective investment is directed by such family office pursuant to clause (iii) of this sentence.
For Entity Investors
Accredited Investor Certification. The undersigned makes one of the following representations regarding its net worth and certain related matters and has checked the applicable representation:
[X] The undersigned is a trust with total assets in excess of $5,000,000 whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment.
[__] The undersigned is a bank, an investment adviser registered pursuant to Section 203 of the Advisers Act or registered pursuant to the laws of a state, any investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Advisers Act, an insurance company, an investment company registered under the United States Investment Company Act of 1940, as amended, a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended, a business development company, a Small Business Investment Company licensed by the United States Small Business Administration, a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act, as amended, a plan with total assets in excess of $5,000,000 established and maintained by a state for the benefit of its employees, or a private business development company as defined in Section 202(a)(22) of the Advisers Act.
[__] The undersigned is an employee benefit plan and either all investment decisions are made by a bank, savings and loan association, insurance company, or registered investment advisor, or the undersigned has total assets in excess of $5,000,000 or, if such plan is a self-directed plan, investment decisions are made solely by persons who are accredited investors.
[__] The undersigned is a corporation, limited liability company, partnership, business trust, not formed for the purpose of acquiring the Securities, or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), in each case with total assets in excess of $5,000,000.
[__] The undersigned is an entity in which all of the equity owners (in the case of a revocable living trust, its grantor(s)) qualify under any of the above subparagraphs, or, if an individual, each such individual has a net worth, either individually or upon a joint basis with such individual’s spouse or spousal equivalent, as applicable, in excess of $1,000,000 (within the meaning of such terms as used in the definition of “accredited investor” contained in Rule 501 under the Act), or has had an individual income in excess of $200,000 for each of the two most recent years, or a joint income with such individual’s spouse or spousal equivalent, as applicable, in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.
[__] The undersigned is an entity, of a type not listed in any of the paragraphs above, which was not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000.
[__] The undersigned is a “family office,” as defined in rule 202(a)(11)(G)-1 under the Advisers Act, (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.
[__] The undersigned is a “family client,” as defined in rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements in the above paragraph and whose prospective investment is directed by such family office pursuant to clause (iii) of the above paragraph.
In Witness Whereof, the undersigned has executed this Investor Suitability Questionnaire as of the date written below.
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| Brown Family Enterprises, LLC |
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| Name of Investor |
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| /s/ Christian Brown |
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| (Signature) |
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| Christian Brown |
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| Name of Signing Party (Please Print) |
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| Manager |
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| Title of Signing Party (Please Print) |
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| 5911 Beacon Shores St, Tampa FL 33611 |
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| Address |
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| Christian.h.g.brown@gmail.com |
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| 2.8.2023 |
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| Date Signed |