CTO Realty Growth, Inc. Sample Contracts

CTO Realty Growth, Inc. (a Maryland corporation) 3,000,000 Shares of 6.375% Series A Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT Dated: June 28, 2021
Underwriting Agreement • July 1st, 2021 • CTO Realty Growth, Inc. • Real estate investment trusts • New York

CTO Realty Growth, Inc., a Maryland corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom Wells Fargo is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 3,000,000 shares of 6.375% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (the “Series A Stock”), a series of the Company’s preferred stock, $0.01 par value per share (“Preferred Stock”), pursuant to and in accordance with the terms and conditions of this underwriting agreement (the “Agreement”). The aforesaid 3,000,000 shares of Series A Stock to be purchased by the Underwriters are hereinafter called the “Securities.” The terms of the Securities will be set forth in the articles of incorporation of the Company

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MANAGEMENT AGREEMENT
Management 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”).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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.

CTO REALTY GROWTH, INC. Shares of Common Stock (Par Value $0.01 Per Share) EQUITY DISTRIBUTION AGREEMENT
Equity 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 Common Stock (Par Value $0.01 Per Share) EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • October 31st, 2022 • CTO Realty Growth, Inc. • Real estate investment trusts • New York
Lock-up Agreement
Lock-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 Lender
Loan 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”).

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 Lender
Loan 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”).

EXCLUSIVITY AND RIGHT OF FIRST OFFER AGREEMENT
Exclusivity 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 AGREEMENT
Tax 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”).

REGISTRATION RIGHTS AGREEMENT
Registration 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 AGREEMENT
Performance 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 AGREEMENT
Restricted 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 AGREEMENT
Performance 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 AGREEMENT
Employment 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”).

CONSOLIDATED-TOMOKA LAND CO. NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified 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").

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment 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 MERGER
Agreement and Plan of Merger • 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”).

Agreement of Joint Filing
Consolidated Tomoka Land Co • May 6th, 2008 • 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, 2019
Limited 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

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OMNIBUS AMENDMENT TO PERFORMANCE SHARE AWARD AGREEMENTS OF CTO REALTY GROWTH, INC.
Performance Share Award • 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 Agreement
Credit 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 AGREEMENT
Joint 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 AGREEMENT
Credit 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”).

AGREEMENT
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 AGREEMENT
Restricted 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 AGREEMENT
Restricted 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 and Escrow 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”).

INTEREST PURCHASE AGREEMENT
Interest Purchase Agreement • October 22nd, 2019 • Consolidated Tomoka Land Co • Real estate • Florida

THIS INTEREST PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 15 day of October, 2019 (the “Effective Date”) by and among CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the “Seller”), and FLACTO CAYMAN LLC, a Cayman Island limited liability company (“Flacto”), MAGNETAR LONGHORN FUND LP, a Delaware limited partnership (“Longhorn”) and MAGNETAR STRUCTURED CREDIT FUND, LP, a Delaware limited partnership (“Magnetar SCF”, which together with Flacto and Longhorn are hereinafter collectively referred to as the “Purchaser”) (the Purchaser and the Seller are sometimes each referred to as a “Party” and collectively, as the “Parties”).

CONSOLIDATED-TOMOKA LAND CO. PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • May 9th, 2017 • Consolidated Tomoka Land Co • Real estate • Florida

This Performance Share Award Agreement (this “Agreement”) is made as of the ____ day of ___________, 201__ (the “Grant Date”), by and between CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the “Company”) and _________________ (“Grantee”).

CTO REALTY GROWTH, INC. RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • July 1st, 2022 • CTO Realty Growth, Inc. • Real estate investment trusts • Florida

This RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made as of the 1st day of July, 2022 (the “Grant Date”), by and between CTO REALTY GROWTH, INC., a Maryland corporation (the “Company”) and _________ (“Grantee”).

CTO Realty Growth, Inc. (a Maryland corporation) 3,000,000 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT Dated: November 30, 2022
Underwriting Agreement • December 5th, 2022 • CTO Realty Growth, Inc. • Real estate investment trusts • New York

CTO Realty Growth, Inc., a Maryland corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom Wells Fargo is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 3,000,000 shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), pursuant to and in accordance with the terms and conditions of this underwriting agreement (the “Agreement”). The aggregate of 3,000,000 shares of Common Stock to be purchased from the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters, upon the terms and conditions stated herein, an option to purchase up to an additional 450,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Share

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