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”).

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”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALPINE INCOME PROPERTY OP, LP (a Delaware limited partnership) Dated as of [•], 2019
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.

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