Exhibit 10.28
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****].
FOURTH AMENDMENT
TO
CONTRACT FOR SALE AND PURCHASE
This FOURTH AMENDMENT FOR SALE AND PURCHASE (this “Fourth Amendment”) dated effective December 1, 2021, is made by and between CRISP39 – 3 LLC, a Florida limited liability company, CRISP39 – 4 LLC, a Florida limited liability company, CRISP39 – 6 LLC, a Florida limited liability company, CRISP39 – 7 LLC, a Florida limited liability company, CRISP39 – 8 LLC, a Florida limited liability company, and LHC14 OLD DELAND LLC, a Delaware limited liability company (collectively, “Seller”), and TIMBERLINE ACQUISITION PARTNERS, LLC, a Texas limited liability company (“Buyer”).
RECITALS
A.Pursuant to that certain Contract for Sale and Purchase, dated effective as of June 23, 2021, between Buyer and Seller, and amended by that certain First Amendment to Contract for Sale and Purchase dated July 30, 2021, and as further amended by that certain Second Amendment to Contract for Sale and Purchase dated September 10, 2021, and as further amended by that certain Third Amendment to Contract for Sale and Purchase dated November 1, 2021 (as amended, the “Purchase Agreement”), Buyer agreed to purchase and Seller agreed to sell the Portfolio (as defined in the Purchase Agreement); and
B.Seller and Buyer now desire to amend the Purchase Agreement to include as if originally therein set forth, the terms and conditions set forth in this Fourth Amendment;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer do hereby agree as follows:
31047640v.4
[SIGNATURE PAGES FOLLOWS]
IN WITNESS WHEREOF, the parties shave caused this Fourth Amendment to be duly executed to be effective as of the Effective Date.
| “SELLER” |
| CRISP39 - 3 LLC, a Florida limited liability company By:Crisp39 SPV LLC, a Florida limited liability company, its sole member By: CTO TRS Crisp39 LLC, a Delaware limited liability company, its Manager By:CTO Realty Growth, Inc. (f/k/a Consolidated-Tomoka Land Co.), a Maryland corporation, its sole member By: /s/ Steven R. Greathouse Name: Steven R. Greathouse Title: Chief Investment Officer Date: 12-10-2021 |
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| CRISP39 - 4 LLC, a Florida limited liability company By:Crisp39 SPV LLC, a Florida limited liability company, its sole member By: CTO TRS Crisp39 LLC, a Delaware limited liability company, its Manager By:CTO Realty Growth, Inc. (f/k/a Consolidated-Tomoka Land Co.), a Maryland corporation, its sole member By: /s/ Steven R. Greathouse Name: Steven R. Greathouse Title: Chief Investment Officer Date: 12-10-2021 |
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| CRISP39 - 6 LLC, a Florida limited liability company By:Crisp39 SPV LLC, a Florida limited liability company, its sole member By: CTO TRS Crisp39 LLC, a Delaware limited liability company, its Manager By:CTO Realty Growth, Inc. (f/k/a Consolidated-Tomoka Land Co.), a Maryland corporation, its sole member By: /s/ Steven R. Greathouse Name: Steven R. Greathouse Title: Chief Investment Officer Date: 12-10-2021 |
| CRISP39 - 7 LLC, a Florida limited liability company By:Crisp39 SPV LLC, a Florida limited liability company, its sole member By: CTO TRS Crisp39 LLC, a Delaware limited liability company, its Manager By:CTO Realty Growth, Inc. (f/k/a Consolidated-Tomoka Land Co.), a Maryland corporation, its sole member By: /s/ Steven R. Greathouse Name: Steven R. Greathouse Title: Chief Investment Officer Date: 12-10-2021 |
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| CRISP39 - 8 LLC, a Florida limited liability company By:Crisp39 SPV LLC, a Florida limited liability company, its sole member By: CTO TRS Crisp39 LLC, a Delaware limited liability company, its Manager By:CTO Realty Growth, Inc. (f/k/a Consolidated-Tomoka Land Co.), a Maryland corporation, its sole member By: /s/ Steven R. Greathouse Name: Steven R. Greathouse Title: Chief Investment Officer Date: 12-10-2021 |
| “BUYER” |
| TIMBERLINE ACQUISITION PARTNERS, LLC, a Texas limited liability company [****] Date: 12/10/21 |
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| “LHC14” |
| LHC14 OLD DELAND LLC, a Delaware limited liability company By: /s/ Steven R. Greathouse Its: Chief Investment Officer Date: 12-10-2021 |
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EXHIBIT B
Additional Third Party Contracts
[****]
Exhibit B
EXHIBIT C
Allocated Sales Prices
[****]
Exhibit C