0001193125-19-277917 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • October 30th, 2019 • Alpine Income Property Trust, Inc. • Real estate investment trusts • New York

This MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of [●], 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”).

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EXCLUSIVITY AND RIGHT OF FIRST OFFER AGREEMENT
Exclusivity and Right of First Offer Agreement • October 30th, 2019 • Alpine Income Property Trust, Inc. • Real estate investment trusts • New York

This EXCLUSIVITY AND RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is entered into as of [•], 2019 by and between Consolidated-Tomoka Land Co., a Florida corporation (“CTO”), and Alpine Income Property Trust, Inc., a Maryland corporation (“Alpine”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALPINE INCOME PROPERTY OP, LP (a Delaware limited partnership) Dated as of [•], 2019
Limited Partnership Agreement • October 30th, 2019 • Alpine Income Property Trust, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALPINE INCOME PROPERTY OP, LP, dated as of [●], 2019, is made and entered into by and among Alpine Income Property GP, LLC, a Delaware limited liability company, as the General Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 30th, 2019 • Alpine Income Property Trust, Inc. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●], 2019 by and between Alpine Income Property Trust, Inc., a Maryland corporation (the “Company”), and Consolidated-Tomoka Land Co., a Florida corporation (the “Holder”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 30th, 2019 • Alpine Income Property Trust, Inc. • Real estate investment trusts • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of [●], 2019, by and between Alpine Income Property Trust, Inc., a Maryland corporation (the “Company”), and Consolidated-Tomoka Land Co., a Florida corporation (the “Purchaser”).

TAX PROTECTION AGREEMENT
Tax Protection Agreement • October 30th, 2019 • Alpine Income Property Trust, Inc. • Real estate investment trusts • Maryland

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 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”).

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