THE SECURED PROMISSORY NOTE REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURED PROMISSORY NOTE, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE MAKER RECEIVES AN OPINON OF COUNSEL FROM THE HOLDER OF THIS SECURED PROMISSORY NOTE REASONABLY SATISFACTORY TO THE MAKER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.
$5,500,000.00 July 21, 2023
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Generation Income Properties, L.P., a Delaware limited partnership (the “Maker”), hereby unconditionally promises to pay to the order of Brown Family Enterprises LLC or its assigns (the “Noteholder,” and together with the Maker, the “Parties”), the principal amount of Five Million Five Hundred Thousand U.S. Dollars ($5,500,000) (the “Loan”), together with all accrued interest thereon, as provided in this Amended and Restated Secured Promissory Note (the “Note,” as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms).
This Note amends and restates in its entirety that certain Secured Promissory Note, dated October 14, 2022, in the original principal amount of $1,500,000 made by Maker in favor of Noteholder (the “Original Note”) in order to (i) reflect and memorialize an increase in the amount of the Loan from $1,500,000 (the “Old Loan Amount”) to $5,500,000 (the “New Loan Amount”), and (ii) change the Maturity Date. For purposes of Section 4 below, (i) from and after the date of the Original Note and through and including the date of this Note, interest accrued only upon the Old Loan Amount, and (ii) from and after the date of this Note, interest shall accrue on the New Loan Amount. The accrued but unpaid interest on this Note as of the date hereof is $0. This Note is executed and delivered in substitution for, and in replacement of, the Original Note; provided, however, that this Note is a continuation of existing indebtedness of the Maker to Noteholder and shall in no way be construed to constitute a novation or satisfaction of the indebtedness evidenced by the Original Note.
“Applicable Rate” means the rate equal to nine percent (9%).
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“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in the State of Florida are authorized or required by law to close.
“Default” means any of the events specified in Section 6 which constitute an Event of Default or which, upon the giving of notice, the lapse of time, or both, pursuant to Section 6 would, unless cured or waived, become an Event of Default.
“Event of Default” has the meaning set forth in Section 6.
“Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal, or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or pertaining to, government.
“Interest Payment Date” means the last day of each month. “Loan” has the meaning set forth in the introductory paragraph.
“Maker” has the meaning set forth in the introductory paragraph.
“Maturity Date” means the earlier of (a) October 14, 2026 and (b) the date on which all amounts under this Note shall become due and payable pursuant to Section 7.
“Note” has the meaning set forth in the introductory paragraph.
“Noteholder” has the meaning set forth in the introductory paragraph.
“Parties” has the meaning set forth in the introductory paragraph.
“Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity.
“Security Agreement” means the Security Agreement, amended and restated as of the date hereof, by and between the Maker and Noteholder, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
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Generation Income Properties, L.P.
401 East Jackson Street, Suite 3300
Tampa, FL 33602
Attn: David Sobelman
Email: ds@gipreit.com
(b) If to Noteholder:
Brown Family Enterprises LLC
2909 West Bay to Bay Blvd, Suite 500
Tampa, FL 33629
Email: cbrown@harmony.solutions
Notices if (i) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received; and (ii) sent by email during the recipient's normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient's business on the next Business Day).
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WITNESS WHEREOF, the Maker has executed this Note as of the first date set forth above.
GENERATION INCOME PROPERTIES, L.P.
By: Generation Income Properties, Inc., a Maryland corporation, its General Partner
By: /s/ David Sobelman
David Sobelman, President
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