SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Emerging growth company
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Item 1.01. Entry into a Material Definitive Agreement.
On November 28, 2022, CTO Realty Growth, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “PSA”) from a certain institutional owner (the “Seller”) for the purchase of a mixed-use center in the Atlanta, Georgia Metropolitan Area (the “Property”). The terms of the PSA provide that the total purchase price for the Property will be $96,000,000, subject to adjustment for closing prorations. The Seller does not have any material relationship with the Company or its subsidiaries, other than through the PSA.
Certain closing conditions must be met before or at the closing and are not currently satisfied. Accordingly, as of the date of this Current Report on Form 8-K and until the closing of the purchase of the Property, there can be no assurance that the Company will acquire the Property.
A copy of the PSA is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the PSA is qualified in its entirety by reference thereto.
Item 9.01. Financial Statements and Exhibits.
* Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(2). The omitted information is not material and is the type of information that the Company customarily and actually treats as private and confidential.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 30, 2022
CTO Realty Growth, Inc.
By: /s/ Matthew M. Partridge
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****].
PURCHASE AND SALE AGREEMENT
PURCHASE AND SALE AGREEMENT
CTO REALTY GROWTH, INC.,
November 28, 2022
Table of Contents
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 28th day of November, 2022 (the “Effective Date”), by and among (i) [****] as a seller, (ii) [****] being collectively referred to herein as the “Sellers” and, each, individually, as a “Seller”), as a seller, and (iii) CTO REALTY GROWTH, INC., a Maryland corporation (the “Purchaser”), as purchaser.
W I T N E S S E T H:
WHEREAS, subject to the terms and provisions of this Agreement, each of the Sellers intends to sell all of its right, title, and interest in and to the land, buildings, and other improvements commonly known as [****] and
WHEREAS, the Purchaser intends to purchase the same from the Sellers in accordance with this Agreement;
NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:
For purposes of this Agreement, each of the following capitalized terms shall have the below corresponding meanings:
“2019 Survey” shall have the meaning ascribed thereto in Section 3.3 hereof.
“Access Agreement” [****].
“Additional Deposit” [****]
“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise, and the terms “controlling” and “controlled” shall have correlative meanings.
“Agreement” shall have the meaning ascribed thereto in the first paragraph of this Agreement.
“Assignment and Assumption of Leases and Security Deposits” shall have the meaning ascribed thereto in Section 5.1(b) hereof.
“Bill of Sale” shall have the meaning ascribed thereto in Section 5.1(c) hereof.
“Broker” shall have the meaning ascribed thereto in Section 10.1 hereof.
“Business Day” shall mean any day other than a Saturday, Sunday, or other day on which banking institutions in the State of Georgia are authorized by law or executive action to close for substantially all business.
“Claim Cap” shall have the meaning ascribed thereto in Section 11.2 hereof.
“Closing” shall have the meaning ascribed thereto in Section 2.5 hereof.
“Closing Date” shall have the meaning ascribed thereto in Section 2.5 hereof.
“Closing Documents” shall mean any agreement, certificate, instrument, or other document as required to be delivered at Closing pursuant to this Agreement, exclusive of underlying agreements, certificates, instruments, and other documents that are simply assigned or delivered to the Purchaser in accordance with this Agreement.
“Confidential Information” shall have the meaning ascribed thereto in Section 3.7 hereof.
“Data Room” shall mean the online data room maintained by Broker to which the Purchaser has been given access prior to the Effective Date.
“Deed” shall have the meaning ascribed thereto in Section 5.1(a) hereof.
“Deferred Rent” shall have the meaning ascribed thereto in Section 5.4(c) hereof.
“Earnest Money” shall mean the sum of (a) the Initial Deposit and (b) subject to the terms of Section 2.3(b) hereof, the Additional Deposit (including, for the avoidance of doubt, the interest incurred as part of the Initial Deposit and the Additional Deposit).
“Effective Date” shall have the meaning ascribed thereto in the first paragraph of this Agreement.
“Environmental Law” shall mean any law, ordinance, rule, regulation, order, judgment, injunction, or decree now or hereafter relating to pollution, substances, or materials which are considered to be hazardous, toxic, or harmful to human health or the environment, including, without limitation, the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Comprehensive Environmental Response, Compensation, and Liability Act (codified in various sections of 26 U.S.C., 33 U.S.C., 42 U.S.C. and 42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (21 U.S.C. § 349, 42 U.S.C. § 201 et seq. and § 300 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2061 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C. § 1100 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), and any state and local environmental laws, all amendments and supplements to any of the foregoing, and all regulations promulgated or issued pursuant thereto.
“Escrow Agent” [****]
“Escrow Agreement” shall mean the Escrow Agreement executed concurrently herewith among the Sellers, the Purchaser, and the Escrow Agent with respect to the Earnest Money, as the same may be amended from time to time.
“First Title Notice” shall have the meaning ascribed thereto in Section 3.4 hereof.
“General Assignment” shall have the meaning ascribed thereto in Section 5.1(d) hereof.
“Hazardous Substances” shall mean any and all hazardous wastes, substances, and materials that might be expected to pose a hazard to health, safety, or the environment, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, prohibited, or penalized under any Environmental Law (including, without limitation, lead paint, asbestos, urea formaldehyde foam insulation, petroleum, polychlorinated biphenyls, mold, bacteria, viruses, and infectious matter and any material or substance, or combination of materials or substances displaying any explosive, volatile, radioactive, toxic, corrosive, flammable, ignitable or reactive characteristic or which may cause a nuisance, injury, harm or degradation to human health, welfare or the environment).
“Improvements” shall mean all buildings, structures, and improvements now or on the Closing Date situated on the Land.
“Initial Deposit” [****]
“Inspection Period” [****]
“Intangible Property” shall mean all intangible property, if any, owned by either Seller and related to the Real Property and the Personal Property, including without limitation, the rights and interests, if any, of either Seller in and to the following (all to the extent assignable and without payment by either Seller): (a) all plans and specifications and other architectural and engineering drawings for the Improvements; (b) all warranties, bonds, and guaranties given or made in respect of the Improvements or Personal Property, including, without limitation, all roof warranties; (c) all consents, authorizations, variances, waivers, licenses, permits, and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau, or other entity or instrumentality solely in respect of all or any portion of the Real Property; (d) any marks, service marks, tradenames, logos (including any federal or state trademark or tradename registrations), or other identifying name or mark (and the material related thereto), (e) the website and all content of and media files and social media accounts associated with the Property (if any) (it being understood, however, that the foregoing shall not include any website or social media account that is a part of any website or social media account utilized by any Seller Affiliate or Seller’s property manager with respect to other properties, and the Sellers and their property manager shall have the right to remove any materials or information from any such website or social media as naming or referencing either Seller or its property manager), and (f) the non-exclusive rights, if any, to the identifying name of the Real Property, but exclusive of (i) any appraisals, budgets, licensed or proprietary computer software, strategic plans, internal analyses, inspection reports, marketing materials and analyses, corporate records and documents, attorney and accountant work product, attorney-client privileged documents, and other similar information
of either Seller which either Seller deems confidential or proprietary, (ii) any and all bank accounts and cash on hand or on account, (iii) rights retained by either Seller pursuant to this Agreement as against third parties, (iv) rights of the Sellers under this Agreement, (v) rights of either Seller as retained under this Agreement, and (vi) obligations owed to either Seller under this Agreement.
“Land” shall mean the real property described on Exhibit “A” attached hereto.
“Leases” shall mean all leases, occupancy agreements, and other similar agreements with respect to the Property by which a Seller is bound as referenced on [****] attached hereto, together with all amendments, modifications, extensions, and renewals thereof and all guarantees with respect to any of the foregoing, and any new leases, occupancy agreements, or similar agreements entered into with respect to the Property in accordance with [****] hereof.
“Major Tenants” shall mean the Tenants identified on [****] attached hereto.
“Must-Cure Items” shall mean: (a) voluntary liens, mortgages, or deeds to secure debt granted or expressly assumed by a Seller, (b) mechanics’ liens (exclusive of mechanics’ liens with respect to work directed by any tenant or subtenant under a Lease, unless the same is reflective of a Seller’s failure to satisfy its obligations under the applicable Lease), (c) judgment liens against the Property as arising from any judgment against either Seller or any of its constituent owners, (d) tax liens (other than for real estate taxes) against a Seller or any of its constituent owners, (e) liens for past-due real estate taxes and assessments and utility bills (it being understood that any real estate taxes and assessments as due and payable at Closing shall be paid at Closing and be subject to proration as provided in Section 5.4 hereof), and (f) any encumbrances placed on the Property after the Effective Date in violation of Section 4.3(e) hereof.
“Notice of Taking” shall have the meaning ascribed thereto in Section 7.2 hereof.
“Permitted Change” shall mean an actual or deemed modification to a representation or warranty of a Seller as set forth in Section 4.1 hereof that is due to (a) any action of the Purchaser or any of the Purchaser Parties, (b) an event or circumstance occurring after the Effective Date that is beyond the reasonable control of the Sellers and does not result from (i) a breach by a Seller of Section 4.3 of this Agreement, (ii) any violation of any applicable law as in effect on the Effective Date by any Seller Party, or (iii) a breach by any Seller Party of any agreement to which any Seller Party is bound (including a breach of any Lease by a Seller), (c) an event or circumstance occurring after the Effective Date that results from an act of a Seller that is permitted under Section 4.3 of this Agreement, (d) a default or insolvency of a Tenant under a Lease, (e) any litigation commenced against a Seller after the Effective Date that (i) is fully covered by a Seller’s insurance (other than deductibles) and/or amounts to be held or disbursed by Escrow Agent at or following Closing for the resolution of such litigation, and (ii) could not reasonably be expected to result in an actual loss or liability to the Purchaser or an encumbrance upon the Property, or (f) any matter contemplated by Article 7 hereof.
“Permitted Exceptions” shall mean [****]
“Person” means any natural person, corporation, general or limited partnership, limited liability company, association, joint venture, trust, estate, governmental authority, or other legal entity, in each case whether in its own or a representative capacity.
“Personal Property” shall mean all furniture, carpeting, draperies, appliances, tangible personal property, machinery, and equipment owned by either Seller and currently used exclusively in the operation, repair, and maintenance of the Real Property or a portion thereof and situated thereon (subject to depletions, replacements, and additions in the ordinary course of business), including, without limitation, the items of personal property listed on Schedule 2.1(c) attached hereto, and all non-confidential books, records, and files of either Seller relating to the Real Property, exclusive of (a) any appraisals, budgets, licensed or proprietary computer software, strategic plans, internal analyses, inspection reports, marketing materials and analyses, corporate records and documents, attorney and accountant work product, attorney-client privileged documents, and other similar information of either Seller which such Seller reasonably deems confidential or proprietary, (b) the Intangible Property, and (c) any property owned by any Tenant, party claiming through a Tenant, contractor, property manager, or licensee.
“Property” shall have the meaning ascribed thereto in Section 2.1 hereof.
“Purchase Price” shall be the amount specified in Section 2.4 hereof.
“Purchaser” shall have the meaning ascribed thereto in the first paragraph of this Agreement.
“Purchaser Certificate” shall have the meaning ascribed thereto in Section 5.2(d) hereof.
“Purchaser Parties” shall have the meaning ascribed thereto in Section 3.7 hereof.
“Real Estate Transfer Taxes” shall mean any transfer tax, excise tax, documentary stamp tax, or similar tax (however denominated) which may be imposed by the state, county, or municipality in which the Property is located and payable in connection with the conveyance of the Property by the Sellers to the Purchaser.
“Real Property” shall mean (a) the Land, (b) all right, title and interest of any Seller in and to any rights, privileges, appurtenances, and easements appurtenant to the Land, and all right, title and interest, if any, of any Seller in and to any land lying in the bed of any street, road, alley, or right-of-way, open or closed, adjacent to or abutting the Land, and (c) all right, title, and interest of Seller in and to the Improvements.
“Release Carve-Out Claim” shall mean any claim asserted by the Purchaser after the Closing that (a) is asserted in accordance with the provisions of Section 4.2(c) hereof with respect to a breach of a representation or warranty given by a Seller under Section 4.1 hereof or in any Closing Document, subject to the provisions of Article 11 hereof, (b) is commenced and maintained for the purpose of enforcing a covenant of a Seller under this Agreement that, by its express terms, survives the Closing, or (c) results from the actual fraud of a Seller.
“Scheduled Closing Date” shall mean [****].
“Security Deposits” shall mean any security deposits or similar amounts with respect to any of the Leases as set forth on the Rent Roll.
“Seller(s)” shall have the meaning ascribed thereto in the first paragraph of this Agreement.
“Seller Certificate” shall have the meaning ascribed thereto in Section 5.1(k) hereof.
“Seller Effective Date Breach” shall mean a breach of a representation or warranty as given by a Seller under Section 4.1 hereof which meets the following criteria: (a) the applicable representation or warranty was untrue or inaccurate in a material respect as of the Effective Date, and (b) information to correct the subject representation or warranty (assuming a deemed modification thereto as contemplated by Section 4.2 hereof) was not provided to the Purchaser prior to the expiration of the Inspection Period (either by placing the same in the Data Room by December 9, 2022 or by written notice to the Purchaser prior to the expiration of the Inspection Period).
“Seller Knowledge Individual” shall have the meaning ascribed thereto in Section 4.2(a) hereof.
“Seller Parties” shall mean each Seller, its Affiliates, its property manager, its lender, its direct and indirect investors, and its and their respective agents, employees, officers, directors, and attorneys.
“Service Contracts” shall mean all those certain service contracts or agreements pertaining to the use, operation, management, or maintenance of the Property or any portion thereof as more particularly identified on Schedule 4.1(f) attached hereto and made a part hereof, together with all amendments, modifications, extensions, and renewals thereof.
“Settlement Statement” shall have the meaning ascribed thereto in Section 5.1(i) hereof.
“Subsequent Title Notice” shall have the meaning ascribed thereto in Section 3.4 hereof.
“Survival Period” means the period of nine (9) months following the Closing Date.
“Taking” shall have the meaning ascribed thereto in Section 7.2 hereof.
“Tax Deferred Exchange” shall have the meaning ascribed thereto in Section 12.13 hereof.
“Taxes” shall have the meaning ascribed thereto in Section 5.4(a) hereof.
“Tenant” shall mean a tenant under a Lease.
“Tenant Estoppel Certificate” shall have the meaning set forth in Section 6.1(c) hereof.
“Tenant Inducement Costs and Leasing Expenses” shall mean (a) all out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the Tenant thereunder that is in the nature of a tenant inducement, including specifically, but without limitation, tenant improvement costs, lease buyout payments, and moving, space planning and design, architect, refurbishment and other work allowances, expenses, and costs, and (b) the amount of any unapplied free rent credit, operating expense credit, rent abatement and/or operating expense abatement to which any Tenant is entitled under its respective Lease as more particularly set forth on Schedule 4.1(e)(3) attached hereto; but in all instances, exclusive of (i) landlord repair
and maintenance obligations, (ii) obligations that would arise under or with respect to a Lease as a result of a Tenant election made following the Effective Date with respect to an option right of the Tenant as set forth in its Lease, (iii) rent abatements attributable to any casualty or condemnation with respect to any portion of the Property, (iv) rent abatements attributable to any interruption in services with respect to any portion of the Property, (v) any agreed-upon rent abatement or reduction arrangements as set forth in a Lease that apply to periods of time after the Tenant has commenced paying full rent thereunder, and (vi) any expense stop arrangements or limits with respect to operating expense pass-through items.
“Tenant Notice of Sale” shall have the meaning ascribed thereto in Section 5.1(l) hereof.
“Title Company” shall mean Fidelity National Title Insurance Company, with Essex Title, as agent.
“Title Commitment” shall have the meaning ascribed thereto in Section 3.4 hereof.
“Title Policy” means an ALTA extended owner’s title insurance policy in the amount of the Purchase Price issued by the Title Company with respect to the Real Property, insuring that the fee simple interest with respect to the Real Property is, following Closing, vested in the Purchaser, subject only to the Permitted Exceptions.
“Updated Survey” shall have the meaning ascribed thereto in Section 3.3 hereof.
At or promptly following Closing, the Sellers shall also deliver the following items to the Purchaser, which delivery may be effected at the property management offices for the Property:
|(i)||Keys. All of the keys to any door or lock on the Property in the possession of either Seller or its property manager;|
|(ii)||Records. To the extent the same are in the possession of either Seller or its property manager, all tenant files, maintenance logs, property tax and assessment bills and correspondence, certificates of occupancy, permits and licenses, as-built plans for the Improvements, and any assignable warranties and guaranties received by any Seller with respect to the Property (but exclusive of internal analyses, attorney and accountant work product, attorney-client privileged documents, and other similar information of either Seller which such Seller reasonably deems confidential or proprietary); and|
|(iii)||Leases. To the extent the same are in the possession of either Seller, original executed counterparts of the Leases.|
In the event that the condition precedent set forth above in clause (c) of this Section 6.1 is not satisfied as of the Business Day prior to the Scheduled Closing Date, then either the Purchaser or the Sellers may elect, by written notice to the other party hereto, to (i) extend the Closing Date on one (1) or more occasions for an aggregate period not to exceed thirty (30) days following the Scheduled Closing Date. Subject to the foregoing right of the parties hereto to extend the Closing as provided in the preceding sentence or elsewhere in this Agreement, in the event any condition in this Section 6.1 has not been satisfied (or otherwise waived in writing by the Purchaser) prior to or on the Closing Date, the Purchaser may terminate this Agreement by giving written notice to the Sellers whereupon the Escrow Agent shall return the Earnest Money to the Purchaser, this Agreement shall terminate, and neither the Purchaser nor the Sellers shall have any further obligations or liabilities hereunder except for such obligations or liabilities of the Purchaser as are expressly intended to survive the termination of this Agreement. Notwithstanding the foregoing, in the event that the failure of any of the foregoing conditions in this Section 6.1 is the result of a breach or default by a Seller that would allow the exercise of remedies by the Purchaser pursuant to Section 8.2 hereof, the Purchaser shall have the right to proceed with such remedies under and as allowed by Section 8.2 hereof.
In the event any of the foregoing conditions precedent are neither satisfied nor waived by the Sellers as of the Closing Date (as the same may have been extended in accordance with this Agreement), the Sellers may terminate this Agreement by giving written notice to the Purchaser, and in such case, the Escrow Agent shall disburse the Earnest Money to the Sellers and no party hereto shall have any further obligations or liabilities hereunder except for such obligations or liabilities as are expressly intended to survive the termination of this Agreement.
In the event of any material damage or destruction with respect to the Property (being damage or destruction which is not deemed immaterial in accordance with the preceding paragraph), the Purchaser may, at its option, by written notice to the Sellers given within fifteen (15) days after the Purchaser is notified in writing by the Sellers of such damage or destruction (with the Closing being extended as necessary to provide the Purchaser the above-allowed time in which to respond), (i) terminate this Agreement, whereupon the Escrow Agent shall promptly return the Earnest Money to the Purchaser, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving the termination of this Agreement, or (ii) proceed to close under this Agreement, receive any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due the applicable Seller or Sellers as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and the Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If the Purchaser fails to deliver to the Sellers written notice of its election within the period set forth above, the Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the preceding sentence.
In the event of any material Taking (being a Taking that is not deemed immaterial), the Purchaser may, at its option, by written notice to the Sellers given within fifteen (15) days after the Purchaser’s receipt of a Notice of Taking, elect to terminate this Agreement, whereupon the Earnest Money shall be returned to the Purchaser (with the Scheduled Closing Date being extended as necessary to provide the Purchaser the above-allowed time in which to respond). If the Purchaser chooses to terminate this Agreement then the rights, duties, obligations, and liabilities of the parties hereunder shall immediately terminate and be of no further force and effect, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement.
If the Purchaser does not elect to, or has no right to, terminate this Agreement in accordance herewith on account of a Taking, this Agreement shall remain in full force and effect and the sale of the Property as contemplated by this Agreement, less any interest taken by eminent domain or condemnation, or sale in lieu thereof, shall be effected with no further adjustment and without reduction of the Purchase Price, and at the Closing, the Sellers shall assign, transfer, and set over to the Purchaser all of the right, title, and interest of the Sellers in and to any awards applicable to the portion of the Property that has been or that may thereafter be made for such Taking.
CTO Realty Growth, Inc.
1140 N. Williamson Boulevard, Suite 140
Daytona Beach, Florida 32114
Attention: Steven Greathouse
with a copy to:
with a copy to:
Any notice or other communication (i) sent via overnight carrier, hand delivery, or registered or certified U.S. Mail shall be deemed effectively given or received upon receipt or, if attempted on a Business Day during ordinary business hours, the first attempted delivery (including any refusal to accept the same), and (ii) sent by e-mail shall be deemed effectively given or received on the day of transmission if transmitted prior to 5:00 P.M. eastern time on a Business Day and otherwise shall be deemed effectively given or received on the first Business Day after the day of transmission of such notice (it being understood and agreed, however, that e-mail notices as transmitted on the date of expiration of the Inspection Period, or as transmitting the First Title Notice or any Subsequent Title Notice, shall be deemed effective on the applicable date so long as the same are transmitted by e-mail at any time prior to 11:59 P.M. eastern time on such date). Notices and other communications hereunder which are transmitted via e-mail, however, shall not be effective unless expressly acknowledged by the recipient via return e-mail or unless the same are also transmitted by one of the other delivery means permitted hereunder not later than two (2) Business Days following the transmission of the subject e-mail. Notices may be given by the attorneys for the respective parties hereto on their behalf. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties hereto written notice of the same at least two (2) Business Days in advance of such change.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month, and year first above written.
[Signatures Continue on Following Page]
CTO REALTY GROWTH, INC.,
a Maryland corporation
By: /s/ Steven R. Greathouse
Name: Steven R. Greathouse
Title: SVP & CIO
[End of Signatures]
To be finalized and attached prior to the expiration of the Inspection Period.