CTO Realty Growth, Inc. (a Maryland corporation) 1,500,000 Shares of 6.375% Series A Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT Dated: April 4, 2024 CTO Realty Growth, Inc. (a Maryland corporation) 1,500,000 Shares of 6.375% Series A...Underwriting Agreement • April 10th, 2024 • CTO Realty Growth, Inc. • Real estate investment trusts • New York
CTO Realty Growth, Inc., a Maryland corporation (the “Company”), confirms its agreement with Raymond James & Associates, Inc. (“Raymond James”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom Raymond James is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 1,500,000 shares of 6.375% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (the “Series A Preferred Stock”), a series of the Company’s preferred stock, $0.01 par value per share (“Preferred Stock”), and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 225,000 additional shares of Series A Preferred Stock to cover over-allotments, pursuant to and in accordance with the terms and conditions
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1 (f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13G)...Joint Filing Agreement • June 5th, 2002 • Consolidated Tomoka Land Co • Operative builders
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1 (f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13G)...Joint Filing Agreement • July 10th, 2002 • Consolidated Tomoka Land Co • Operative builders
LOAN AGREEMENT Dated as of September 30, 2014 Between THE ENTITIES SET FORTH ON SCHEDULE VI, collectively as Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION, as LenderLoan Agreement • October 28th, 2014 • Consolidated Tomoka Land Co • Real estate • New York
THIS LOAN AGREEMENT, dated as of September 30, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612 (together with its successors and/or assigns, “Lender”) and THE ENTITIES SET FORTH ON SCHEDULE VI, each having an address at c/o Consolidated-Tomoka Land Co., 1530 Cornerstone Blvd., Suite 100, Daytona Beach, Florida 32117 (individually or collectively, as the context may require, together with their successors and/or assigns, “Borrower”).
MANAGEMENT AGREEMENTManagement Agreement • December 2nd, 2019 • Consolidated Tomoka Land Co • Real estate • New York
This MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of November 26, 2019, by and among Alpine Income Property Trust, Inc., a Maryland corporation (the “Company”), Alpine Income Property OP, LP, a Delaware limited partnership (the “Operating Partnership”), and Alpine Income Property Manager, LLC, a Delaware limited liability company (the “Manager” and, together with the Company and the Operating Partnership, the “Parties” and each a “Party”).
CTO REALTY GROWTH, INC. Shares of Common Stock (Par Value $0.01 Per Share) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 31st, 2022 • CTO Realty Growth, Inc. • Real estate investment trusts • New York
CTO Realty Growth, Inc., a Maryland corporation (the “Company”), confirms its agreement (this “Agreement”) with [ ] (in its capacity as purchaser under any Forward Contract (as defined below), the “Forward Purchaser”) and [ ] (in its capacity as agent for the Company and/or principal in connection with the offering and sale of any Issuance Securities (as defined below) hereunder, the “Manager”), and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Securities (as defined below) hereunder, the “Forward Seller”), as follows:
CTO REALTY GROWTH, INC. Shares of 6.375% Series A Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 23rd, 2024 • CTO Realty Growth, Inc. • Real estate investment trusts • New York
Lock-up AgreementLock-Up Agreement • March 16th, 2020 • Consolidated Tomoka Land Co • Real estate
LOAN AGREEMENT Dated as of March 8, 2013 Between THE ENTITES SET FORTH ON SCHEDULE I, collectively, as Borrower and BANK OF AMERICA, N.A., as LenderLoan Agreement • May 3rd, 2013 • Consolidated Tomoka Land Co • Real estate • New York
THIS LOAN AGREEMENT, dated as of March 8, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”) and THE ENTITES SET FORTH ON SCHEDULE I, having an address c/o Consolidated-Tomoka Land Co., 1530 Cornerstone Blvd, Suite 100, Daytona Beach Florida 32117 (individually and collectively, together with its successors and/or assigns, “Borrower”).
EXCLUSIVITY AND RIGHT OF FIRST OFFER AGREEMENTExclusivity and Right of First Offer Agreement • November 27th, 2019 • Consolidated Tomoka Land Co • Real estate • New York
This EXCLUSIVITY AND RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is entered into as of November 26, 2019 by and between Consolidated-Tomoka Land Co., a Florida corporation (“CTO”), and Alpine Income Property Trust, Inc., a Maryland corporation (“Alpine”).
TAX PROTECTION AGREEMENTTax Protection Agreement • November 27th, 2019 • Consolidated Tomoka Land Co • Real estate • Maryland
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of November 26, 2019 by and among Alpine Income Property Trust, Inc., a Maryland corporation (the “REIT”), Alpine Income Property OP, LP, a Delaware limited partnership (the “Partnership”), Consolidated-Tomoka Land Co., a Florida corporation (“CTO”), and Indigo Group Ltd., a Florida limited partnership (“Indigo” and together with CTO, the “Initial Protected Partners” and, together with the REIT and the Partnership, the “Parties”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 14th, 2017 • Consolidated Tomoka Land Co • Real estate • New York
This Second Amended and Restated Credit Agreement (this “Agreement”) is entered into as of September 7, 2017, by and among Consolidated-Tomoka Land Co., a Florida corporation (the “Borrower”), and each Material Subsidiary from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BANK OF MONTREAL, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2024 • CTO Realty Growth, Inc. • Real estate investment trusts
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Third Amendment”) is made and entered into on October 22, 2024, by and between CTO REALTY GROWTH, INC., a Maryland corporation (the “Company”), and DANIEL E. SMITH (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2019 • Consolidated Tomoka Land Co • Real estate • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 26, 2019 by and between Alpine Income Property Trust, Inc., a Maryland corporation (the “Company”), and Consolidated-Tomoka Land Co., a Florida corporation (the “Holder”).
CTO REALTY GROWTH, INC. PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • March 5th, 2021 • CTO Realty Growth, Inc. • Real estate investment trusts • Florida
This Performance Share Award Agreement (this “Agreement”) is made as of the 10th day of February, 2021 (the “Grant Date”), by and between CTO REALTY GROWTH, INC., a Maryland corporation (the “Company”), and __________________ (“Grantee”).
CONSOLIDATED-TOMOKA LAND CO, INC. RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • May 4th, 2010 • Consolidated Tomoka Land Co • Real estate • Florida
This Restricted Share Award Agreement (the “Agreement”) is made as of the ___ day of ________, 2010 (the "Grant Date"), by and between CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the “Company”) and _____________ (“Grantee”).
CTO REALTY GROWTH, INC. PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • February 22nd, 2024 • CTO Realty Growth, Inc. • Real estate investment trusts • Florida
This Performance Share Award Agreement (this “Agreement”) is made as of the 14th day of February, 2024 (the “Grant Date”), by and between CTO REALTY GROWTH, INC., a Maryland corporation (the “Company”), and __________________ (“Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2020 • CTO Realty Growth, Inc. • Real estate • Florida
This Employment Agreement (this “Agreement”), effective as of September 2, 2020, by and between CTO Realty Growth, Inc., a Florida corporation (the “Company”), and Matthew M. Partridge (the “Executive”).
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTManagement Agreement • July 19th, 2024 • CTO Realty Growth, Inc. • Real estate investment trusts
This AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT (this “Amendment”), dated as of July 18, 2024, is entered into by and among Alpine Income Property Trust, Inc., a Maryland corporation, Alpine Income Property OP, LP, a Delaware limited partnership, and Alpine Income Property Manager, LLC, a Delaware limited liability company. Unless the context requires otherwise, capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).
CONSOLIDATED-TOMOKA LAND CO. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • April 17th, 2012 • Consolidated Tomoka Land Co • Real estate • Florida
This NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the "Agreement") is made as of the 16th day of April, 2012 (the "Grant Date") between CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the "Company") and Mark E. Patten (the "Grantee").
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 [****]. EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2024 • CTO Realty Growth, Inc. • Real estate investment trusts • Florida
This Employment Agreement (this “Agreement”), effective as of October 22, 2024, is entered into by and between CTO REALTY GROWTH, INC., a Maryland corporation (the “Company”), and LISA M. VORAKOUN (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2015 • Consolidated Tomoka Land Co • Real estate • Florida
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 20, 2015, by and between CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the “Company”), and JOHN P. ALBRIGHT (the “Executive”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 3rd, 2020 • CTO Realty Growth, Inc. • Real estate • Maryland
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 3, 2020, by and between CTO Realty Growth, Inc., a Florida corporation (“CTO”), and CTO NEWCO REIT, Inc., a Maryland corporation (“NEWCO” and, together with CTO, the “Parties” and each a “Party”).
Credit Agreement Dated as of September 30, 2024 among CTO Realty Growth, Inc., The Guarantors From Time to Time Parties Hereto, The Lenders From Time to Time Parties Hereto, KeyBank National Association, as Administrative Agent, KeyBank Capital...Credit Agreement • October 24th, 2024 • CTO Realty Growth, Inc. • Real estate investment trusts • New York
This Credit Agreement (this “Agreement”) is entered into as of September 30, 2024, by and among CTO Realty Growth, Inc., a Maryland corporation (the “Borrower”), and each Material Subsidiary from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and KeyBank National Association, as Administrative Agent and KeyBank, as Sustainability Structuring Agent, as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
Agreement of Joint FilingAgreement of Joint Filing • May 6th, 2008 • Consolidated Tomoka Land Co • Real estate
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and any amendments thereto, and agree that such Statement, as so filed, is filed on behalf of each of them.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CRISP39 SPV LLC DATED AS OF October 15, 2019Limited Liability Company Operating Agreement • October 22nd, 2019 • Consolidated Tomoka Land Co • Real estate • Florida
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF Crisp39 SPV LLC (the “Company”), dated as of October 15, 2019 (“Effective Date”), by and among Consolidated-Tomoka Land Co., a Florida corporation (“CTO Member”), Flacto LLC, a Delaware limited liability company (the “Magnetar Aggregator Investor Member”), Magnetar Longhorn Fund LP, a Delaware limited partnership (the “Magnetar Non-Aggregator Investor Member A ”), and Magnetar Structured Credit Fund, LP, a Delaware limited partnership (the “Magnetar Non-Aggregator Investor Member B”) (the Magnetar Non-Aggregator Investor Member A and the Magnetar Non-Aggregator Investor Member B hereinafter sometimes referred to individually as a “Magnetar Non-Aggregator Investor Member,” and collectively as the “Magnetar Non-Aggregator Investor Members”) (each of the Magnetar Aggregator Investor Members and the Magnetar Non-Aggregator Investor Member hereinafter sometimes referred to individually as an “Investor Member,” and collect
OMNIBUS AMENDMENT TO PERFORMANCE SHARE AWARD AGREEMENTS OF CTO REALTY GROWTH, INC.Performance Share Award Agreement • July 1st, 2022 • CTO Realty Growth, Inc. • Real estate investment trusts • Maryland
This Omnibus Amendment (this “Amendment”) is dated to be effective as of July 1, 2022, and has been approved by the Compensation Committee of the Board of Directors of CTO Realty Growth, Inc., a Maryland corporation (the “Company”), pursuant to Section 4(i) of the Third Amended and Restated CTO Realty Growth, Inc. 2010 Equity Incentive Plan, as may be amended from time to time (the “Plan”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.
Second Amendment to Amended and Restated Credit AgreementCredit Agreement • April 19th, 2016 • Consolidated Tomoka Land Co • Real estate • New York
This Second Amendment to Amended and Restated Credit Agreement (herein, this “Second Amendment”) is entered into as of April 13, 2016, among Consolidated-Tomoka Land Co., a Florida corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and Bank of Montreal, as Administrative Agent (the “Administrative Agent”).
JOINT FILING AGREEMENTJoint Filing Agreement • September 21st, 2022 • CTO Realty Growth, Inc. • Real estate investment trusts
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree that (1) only one statement containing the information required by Schedule 13D and any further amendments thereto need to be filed with respect to the beneficial ownership by each of the undersigned of shares of common stock of Alpine Income Property Trust, Inc., a Maryland corporation and (2) this Joint Filing Agreement may be included as an exhibit to the Schedule 13D/A, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person will be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together will constitute one and the same instrument.
NOTE: CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH: (i) NOT MATERIAL; AND,Purchase and Sale Agreement • March 6th, 2020 • Consolidated Tomoka Land Co • Real estate • Florida
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of October, 2019 (the “Effective Date”) by and among PGP JACKSONVILLE TC, LLC, a Delaware limited liability company (“Seller”), Consolidated-Tomoka Land Co., a Florida corporation (“Purchaser”), and FIRST AMERICAN TITLE INSURANCE COMPANY (“Escrow Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 28th, 2014 • Consolidated Tomoka Land Co • Real estate • New York
This Third Amendment to Credit Agreement (herein, this “Amendment”) is entered into as of August 1, 2014, among Consolidated-Tomoka Land Co., a Florida corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and Bank of Montreal, as Administrative Agent (the “Administrative Agent”).
AGREEMENTEmployment Agreement • February 10th, 2011 • Consolidated Tomoka Land Co • Real estate • Florida
THIS AGREEMENT (the “Agreement”) is made and entered into by and between CONSOLIDATED TOMOKA LAND CO. (“Consolidated Tomoka” or the “Company”), the address of which is 1530 Cornerstone Boulevard, Suite 100, Daytona Beach, Florida 32117, and WILLIAM H. MCMUNN (“Mr. McMunn” or the “employee”), whose address is 3 South Ravensfield Lane, Ormond Beach, FL 32174, and his heirs, beneficiaries and personal representatives.
CONSOLIDATED-TOMOKA LAND CO. RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • July 6th, 2011 • Consolidated Tomoka Land Co • Real estate • Florida
The Company’s Board of Directors has granted Restricted Shares to the Grantee as of the Grant Date pursuant to this Agreement. The Company has adopted the Consolidated-Tomoka Land Co. 2010 Equity Incentive Plan (the “Plan”), which provides the general terms and restrictions for certain equity incentive awards to the Company's employees and directors and which is administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”). The Award of Restricted Shares pursuant to this Agreement is not granted pursuant to the Plan, but rather is intended to constitute a non-plan based "inducement grant," as described in Section 711(a) of the NYSE Amex Company Guide. Nonetheless, the terms and provisions of the Plan relating to restricted shares are hereby incorporated into this Agreement by this reference, as though fully set forth herein, as if the Restricted Shares were granted pursuant to the Plan. The Grantee desires to accept the grant of Restricted Shares and
CONSOLIDATED-TOMOKA LAND CO. RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • April 17th, 2012 • Consolidated Tomoka Land Co • Real estate • Florida
This Restricted Share Award Agreement (the “Agreement”) is made as of the 16th day of April, 2012 (the "Grant Date"), by and between CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the “Company”) and Mark E. Patten (“Grantee”).
PURCHASE AND SALE AND ESCROW AGREEMENT SELLER:Purchase and Sale Agreement • March 6th, 2020 • Consolidated Tomoka Land Co • Real estate • Arizona
THIS PURCHASE AND SALE AND ESCROW AGREEMENT (this “Agreement”) dated as of the 23rd day of December, 2019 (the “Effective Date”), is made by and between VESTAR CTC CHANDLER, L.L.C., an Arizona limited liability company (“Seller I”) and VESTAR CTC CHANDLER PHASE 2, L.L.C., an Arizona limited liability company (“Seller II” and individually and collectively with Seller I as the context may require, “Seller”), and CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (“Purchaser”).
