Item 1.01. Entry into a Material Definitive Agreement.
Agreements with LMB Owenton I LLC
On July 24, 2024, Generation Income Properties L.P. (the "Operating Partnership"), the operating partnership of Generation Income Properties, Inc. (the "Company"), entered into a Fifth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership (the "LPA Amendment"), pursuant to which the Company, as the general partner of the Operating Partnership, issued partnership interests to LMB Owenton I LLC ("Contributor") in the form of Series B-1 Preferred Units (the "Series B-1 Preferred Units"). The LPA Amendment sets forth the designations, rights, powers, preferences and duties and other terms of the newly designated class of Series B-1 Preferred Units. The Series B-1 Preferred Units were issued in exchange for Common Units of the Operating Partnership pursuant to a Contribution Agreement (as defined below).
Also on July 24, 2024, the Operating Partnership and the Contributor entered into a Contribution and Exchange Agreement (the "Contribution Agreement") pursuant to which the Contributor contributed 155,185 Common Units in exchange for 155,185 Series B-1 Preferred Units. If and when determined by the Company, as general partner of the Operating Partnership, in its sole discretion, holders of the Series B-1 Preferred Units will be paid cash distributions in the amount of $0.117 per Series B-1 Preferred Unit per quarter, subject to prior payment of any preferred return on senior preferred units of the Operating Partnership. The Contributor will have the right to cause the Operating Partnership to redeem the Series B-1 Preferred Units after two (2) years for either (i) cash in an amount equal to $7.15 per Series B-1 Preferred Unit or (ii) a number of shares of common stock of the Company equal to the number of Series B-1 Preferred Units being redeemed multiplied by 1.00, plus, in each case, an amount equal to all dividends accrued and unpaid thereon.
The foregoing descriptions of the above-referenced LPA Amendment and Contribution Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the LPA Amendment and Contribution Agreement, copies of which are filed herewith as Exhibit 4.1 and Exhibit 10.1, respectively, and are incorporated herein by reference.
Amendments to Norfolk Virginia Properties Limited Liability Company Agreements
On July 25, 2024, the Operating Partnership entered into First Amendments to the Second Amended and Restated Limited Liability Company Agreements, dated as of February 8, 2023, for each of the Norfolk, Virginia properties, GIPVA 2510 Walmer Ave, LLC and GIPVA 130 Corporate Blvd, LLC to revise the redemption date of Brown Family Enterprises, LLC membership interests from February 8, 2025 to February 8, 2027.