REDEMPTION AGREEMENT GIPIL 525 S PERRYVILLE RD, LLC

Exhibit 10.8

REDEMPTION AGREEMENT

 

GIPIL ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, LLC

 

THIS REDEMPTION AGREEMENT (this “Agreement”) by and between GIPIL ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, LLC, a Delaware limited liability company (the “Company”) and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, an individual (the “Redeemed Member”). Unless otherwise defined herein, any capitalized term referred to herein shall have the meaning ascribed to such term in that Limited Liability Company Agreement of the Company entered into August 2, 2021 (the “JV Agreement”).

 

WHEREAS, the Redeemed Member has made the election, pursuant to Section 10.01(a) of the JV Agreement, for the Company to redeem its entire Membership Interest for the amount set forth below and pursuant and subject to the terms and provisions of this Agreement; and

 

WHEREAS, the Redeemed Member is entering into this Agreement to undertake and consummate the Redemption on the terms and provisions provided for herein.

 

NOW, THEREFORE, for and in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Redeemed Member and the Company agree as follows:

 

Section 1. The Redemption; Distribution of Redemption Price. The Redemption of the Redeemed Member’s Membership Interest shall occur on the date hereof and within ten (10) days of the date hereof, the Company shall distribute to the Redeemed Member an amount equal to the Redemption Price (the “Redemption Distribution Amount”) in cash, which the parties hereto have determined is Seven Hundred Seven Thousand Seven Hundred Eighty and 51/100 Dollars ($707,780.51), in complete redemption and liquidation of, and in exchange for, the Redeemed Member’s entire Membership Interest (and, thus, the Redeemed Member’s entire membership and beneficial ownership interest in and to the Company) which the Redeemed Member shall deliver to the Company free and clear of any and all liens, claims and encumbrances. The Redeemed Member hereby acknowledges and agrees that as of the execution of this Agreement, except for the payment of the Redemption Distribution Amount, the Redeemed Member shall not, and no longer, have any right, title, interest, entitlement or claim in or to any distributions, fees, profits, income, gains, payments, reimbursements, compensation, salary or other amounts or otherwise any of the assets, property and rights from, of and/or held or owned directly or indirectly by the Company or any direct or indirect subsidiary or affiliate of the Company and, further, the Redeemed Member shall no longer have any powers or rights (including, without limitation, any consent, approval, management, enforcement, termination, removal or control right or power or any right or power to propose or approve any amendment) under, to or with respect to the Company or the JV Agreement. With respect to the terms of the Redemption, this Section 1 shall supersede Section 10.01 of the JV Agreement.

 

Section 2. Intentionally Blank.

 

 

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Section 3. Representations and Warranties of Redeemed Member. The Redeemed Member hereby represents and warrants to the Company and GIPLP that as of the date hereof and through and including the closing of the Redemption, as follows:

 

 

 

 

 

 

Section 4. Deliveries.

 

 

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Redemption, the Redeemed Member, and unless waived by the Company (by the Manager, and only the Manager, acting for the Company) in its sole discretion, the Redeemed Member shall deliver to the Company:

 

(a)	this Agreement fully and duly executed and dated by the Redeemed Member;
(b)	a fully and duly executed affidavit complying with the provisions of Section 1446(f) of the Internal Revenue Code and reasonably acceptable to the Company certifying that the Redeemed Member is not a foreign person;
(c)     (d)	certified copies of resolutions authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and   such other and additional certificates, agreements and documents as the Company shall reasonably request.

 

 

Section 5. Indemnification.

 

 

 

Section 6. Remedies. Except as otherwise provided herein, the rights and remedies expressly provided herein are cumulative and not exclusive of any rights or remedies which a party hereto may otherwise have at law or in equity. Nothing herein shall be construed to require any party hereto to elect among remedies.

 

Section 7. Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the parties contained in this Agreement or in any certificate or statement delivered pursuant hereto shall survive the consummation and closing of the Redemption and the other transactions contemplated hereby.

 

 

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Section 8. Tax. The tax implications and consequences of the Redemption shall be as provided in the JV Agreement and applicable tax law.

 

Section 9. Miscellaneous.

 

 

 

 

 

 

 

 

 

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[The remainder of this page is intentionally blank.]

 

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.

 

 

 

 

COMPANY:

 

GIPIL ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, LLC

 

By: Generation Income Properties, L.P., its Manager

 

 

By: Generation Income Properties, Inc.,

a Maryland corporation,

its General Partner

By: _/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇__________________________

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, its Chief Executive Officer

 

 

REDEEMED MEMBER:

 

 

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ____________________________________

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

Date: August 8, 2023

 

 

[Signature Page to Redemption Agreement-GIPIL ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, LLC (▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇)]

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