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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of report (Date of earliest event reported): April 2, 2021 

ALPINE INCOME PROPERTY TRUST, INC.

(Exact Name of Registrant as Specified in Charter)

Commission File Number: 001-39143

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1140 N. Williamson Blvd., Suite 140, Daytona Beach, Florida 32114

(Address of Principal Executive Offices, including Zip Code)

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(386) 274-2202

(Registrant’s telephone number, including area code)

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Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Securities registered pursuant to Section 12(b) of the Act: 

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company  ☒

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

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On April 2, 2021, Alpine Income Property OP, LP (the “Operating Partnership”), the operating partnership subsidiary of Alpine Income Property Trust, Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “PSA”) with Bluebird Arrowhead Phoenix LLC (“Bluebird Phoenix”), Golden Arrow Clermont FL LLC (“Golden Arrow Clermont”), Bluebird Germantown MD LLC (“Bluebird Germantown”), Golden Arrow Charlotte NC LLC (“Golden Arrow Charlotte”), CTLC Golden Arrow Katy LLC (“Golden Arrow Katy”), and Bluebird Renton WA LLC (“Bluebird Renton” and, together with Bluebird Phoenix, Golden Arrow Clermont, Bluebird Germantown, Golden Arrow Charlotte and Golden Arrow Katy, the “Sellers”), all of which are subsidiaries of CTO Realty Growth, Inc. (“CTO”), for the purchase of six retail net lease properties (the “Properties”). The terms of the PSA provide that the total purchase price for the Properties will be $45.0 million. There can be no assurance at this time that the Operating Partnership will in fact complete the acquisition of any or all of the Properties.

CTO is the parent company of the Company’s external manager and owns approximately 23.5% of the Company’s outstanding equity, including units of limited partnership interest in the Operating Partnership. For more information regarding the relationship between the Company and CTO, see Part I, Item 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

On November 26, 2019, the Company entered into an exclusivity and right of first offer agreement (the “Exclusivity and ROFO Agreement”) with CTO. Pursuant to the Exclusivity and ROFO Agreement, among other things, CTO agreed that neither CTO nor any of its affiliates will enter into any agreement with any third party for the purchase and/or sale of any single-tenant, net leased property without first offering the Company the right to purchase such property. The entry into the PSA is a result of the Company exercising its right to purchase the Properties under the Exclusivity and ROFO Agreement.  

The deposit under the PSA is $1.0 million (the “Deposit”). The Deposit is refundable to the Company pursuant to the terms of the PSA during an inspection period. If the PSA is not terminated by the end of the inspection period by the Company, the Deposit will become non-refundable.

Pursuant to the PSA, the Company and the Sellers agreed that, at closing, the Company will assume that certain Loan Agreement by and among CTO, the Sellers, and Wilmington Trust, National Association, as trustee, for the benefit of the registered holders of WFRBS Commercial Mortgage Trust 2014-C24, Commercial Mortgage Pass-Through Certificates, Series 2014-C24, dated September 30, 2014, as amended and assigned (the “Loan Agreement”). The outstanding balance of this loan is approximately $30.0 million, and the loan bears a fixed interest rate of 4.33%. The loan matures in October 2034 but is prepayable without penalty beginning in October 2024. During the inspection period, the Sellers and the Company will negotiate the terms of the Company’s assumption of the debt (as defined in the Loan Agreement). At closing, the Sellers and the Company will enter into an assignment and assumption of the Loan Agreement. In the event that the special servicer does not consent to the transfer of the Properties and the Company’s assumption of the debt, the Company will have the right to terminate the PSA and the Deposit will be returned to the Company.

Certain closing conditions must be met before or at the closing and are not currently satisfied. They include, but are not limited to, the satisfaction of the conditions that all representations and warranties of the parties contained in the PSA must be true and correct as of the closing and that the parties have performed all covenants, agreements and obligations required to be performed by them under the PSA. It is also a condition to the Company’s obligation to close under the PSA that: (a) the leases at the Properties be in full force and effect without the existence of any default by the Sellers or the tenants and without the existence of any event which with the giving of notice or the lapse of time, or both, is an event of default under the leases and (b) no tenant shall have filed for bankruptcy protection or initiated insolvency proceedings. Accordingly, as of the date of this Current Report on Form 8-K and until the closing of the purchase of the Properties, there can be no assurance that the Operating Partnership will acquire any or all of the Properties.

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.

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On April 6, 2021, the Company issued a press release, announcing the Company’s entry into the PSA, as well as the Company’s entry into another purchase and sale agreement to acquire a seventh property from CTO. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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The furnishing of this press release is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the materials include material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.

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The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

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(d) Exhibits

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* 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.

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SIGNATURES

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.

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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
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THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 2nd day of April, 2021, by and between ALPINE INCOME PROPERTY OP, LP, a Delaware limited partnership (the “Purchaser”) and BLUEBIRD ARROWHEAD PHOENIX LLC, a Delaware limited liability company, GOLDEN ARROW CLERMONT FL LLC, a Delaware limited liability company, BLUEBIRD GERMANTOWN MD LLC, a Delaware limited liability company, GOLDEN ARROW CHARLOTTE NC LLC, a Delaware limited liability company, CTLC GOLDEN ARROW KATY LLC, a Delaware limited liability company, and BLUEBIRD RENTON WA LLC, a Delaware limited liability company  (collectively, the “Seller” or “Sellers”).

RECITALS

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows:

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The foregoing are collectively referred to in this Agreement as the “Due Diligence Materials”. To the extent not listed above, Seller shall deliver to Purchaser any documents and materials relating to the Property reasonably requested by Purchaser from time to time that are in Seller’s possession.  Seller makes no representation or warranty as to the completeness or accuracy of such Due Diligence Materials and Purchaser shall be responsible for verifying the same.

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[****]

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Any telephone numbers provided above are provided for convenience only, and oral communications shall in no event constitute notice hereunder.  Any address fixed pursuant to the foregoing may be changed by the addressee by notice given pursuant to this Paragraph.  The attorneys identified above for Seller and Purchaser may provide any notice on behalf of such attorney’s client.

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[****]

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Furthermore, except for any claim the Purchaser may have as a result of the breach by the Seller of any express representation or warranty of Seller set forth herein, Purchaser does hereby release and forever discharge Seller, its directors, shareholders, officers, employees, legal representatives, agents and assigns, from any and all actions, causes of action, claims and demands for, upon or by reason of any damage, loss or injury which heretofore have been or which hereafter may be sustained by Purchaser resulting from or arising out of the presence of any hazardous materials or other environmental contamination on or in the vicinity of the Property, including the soil and/or groundwater (hereinafter referred to as the “Claims”).  PURCHASER EXPRESSLY WAIVES, WITHOUT LIMITATION, ANY CLAIMS FOR CONTRIBUTION UNDER THE FEDERAL COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, UNLESS RESULTING FROM THE ACTS OR OMISSIONS

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OF SELLER, DURING ITS PERIOD OF OWNERSHIP OF THE PROPERTY (AND NOT CAUSED BY THE PURCHASER FOLLOWING THE CLOSING).  This release applies to all such Claims whether the actions causing the presence of hazardous materials on or in the vicinity of the Property occurred before or after the Closing.  This release extends and applies to, and also covers and includes, all statutory or common law Claims the Purchaser may have against the Seller.  The provisions of any State, Federal, or Local law or statute providing in substance that releases shall not extend to claims, demands, injuries or damages which are unknown or unsuspected to exist at the time, to the person executing such release, are hereby expressly waived.

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IN WITNESS WHEREOF, Purchaser has caused this Agreement to be executed on the date set forth below, but effective as of the Effective Date.

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IN WITNESS WHEREOF, Seller has caused this Agreement to be executed on the date set forth below, but effective as of the Effective Date.

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ESCROW AGENT

The undersigned joins herein for the purpose of agreeing to serve as Escrow Agent, subject to the provisions of this Agreement.

ESCROW AGENT:

FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation

By: /s/ Scott Brown​ ​
Name: _Scott A. Brown______________________
Title: _Commercial Closer____________________
Date Signed: _April 2, 2021​ ​

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EXHIBIT A

LEGAL DESCRIPTION / PROPERTY ADDRESS

19935 Katy Freeway, Houston, Texas

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2201 W. W.T. Harris Blvd., Charlotte, North Carolina

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17615 140^th Ave. S.E., Renton, Washington

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17510 N. 75^th Ave., Glendale, Arizona

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20926 Frederick Road, Germantown, Maryland

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2590 E. Highway 50, Clermont, Florida

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EXHIBIT B-1

FORM OF TEXAS SPECIAL WARRANTY DEED

NOTICE OF CONFIDENTIALITY RIGHTS:  IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:  YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

DEED WITHOUT WARRANTY

STATE OF TEXAS§

§KNOW ALL PERSONS BY THESE PRESENTS THAT:

COUNTY OF HARRIS§

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CTLC GOLDEN ARROW KATY LLC, a Delaware limited liability company, having an address of 1140 N. Williamson Blvd. Suite 140, Daytona Beach, Florida 32114 (“Grantor”), for and in consideration of the sum of Ten Dollars ($10.00) paid to Grantor and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, BARGAINED, SOLD, and CONVEYED and by these presents does hereby GRANT, BARGAIN, SELL and CONVEY unto ALPINE INCOME PROPERTY OP, LP, a Delaware limited partnership, having an address of 1140 N. Williamson Blvd. Suite 140, Daytona Beach, Florida 32114, the real property described in Exhibit A attached hereto, together with the buildings and improvements thereon, and all appurtenances of said real property, including easements or rights-of-way relating thereto, and all right, title, and interest, if any, of Grantor in and to the land lying within any street or roadway adjoining said real property or any vacated or hereafter vacated street or alley adjoining said real property (collectively, the “Property”).

This conveyance is made and accepted subject to all reservations, covenants, conditions, restrictions, easements, rights of way, liens, encumbrances and other matters, whether or not of record, but only to the extent that the same are validly existing and affect the Property (the “Permitted Exceptions”).

TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, unto Grantee and its successors and assigns forever, BUT THIS DEED IS MADE WITHOUT WARRANTY BY GRANTOR.

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IN WITNESS WHEREOF, this Deed Without Warranty has been executed by Grantor to be effective as of ___________________, 2021.

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EXHIBIT B-2

FORM OF NORTH CAROLINA SPECIAL WARRANTY DEED

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NORTH CAROLINA NON-WARRANTY DEED

Excise Tax: ​ ​Parcel Identifier No.: 02703119

This instrument was prepared by:

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Joaquin E. Martinez, Esq.

Lowndes, Drosdick, Doster,

Kantor & Reed, P.A.

215 North Eola Drive,

Orlando, FL 32801

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Under the supervision of:

Poyner Spruill LLP

301 Fayetteville Street, Suite 1900

Raleigh, NC 27601

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Mail after recording to: Grantee

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Brief Description for the Index: 6.88 acres, adjoining West W.T. Harris Blvd., Mecklenberg County

THIS SPECIAL WARRANTY DEED is made this ____ day of _________________, 2021, by GOLDEN ARROW CHARLOTTE NC LLC, a Delaware limited liability company (the “Grantor”), with an office address c/o CTO Realty Growth, Inc., 1140 North Williamson Boulevard, Suite 140, Daytona Beach, FL 32114, to ALPINE INCOME PROPERTY OP, LP, a Delaware limited partnership (the “Grantee”), with an office address c/o CTO Realty Growth, Inc., 1140 North Williamson Boulevard, Suite 140, Daytona Beach, FL 32114.  The designation Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as required by context.

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WITNESSETH, that the Grantor, for and in consideration of the sum of $1.00 and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, has and by these presents does grant, bargain, sell, alien, remise, release, convey and confirm all of its interests unto the Grantee, in fee simple, all that certain lot or parcel of land situated in Mecklenberg, North Carolina, more particularly described in Exhibit “A” attached hereto together

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with all improvements thereon, and by this reference made a part hereof, subject to all matters of record encumbering the property hereby conveyed.

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All or a portion of the property herein conveyed does not include the primary residence of Grantor.

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TO HAVE AND TO HOLD the aforesaid lot or parcel of land in fee simple forever, TOGETHER, with all the tenements, hereditaments, privileges and appurtenances thereto belonging or in anywise appertaining.

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AND, except for all matters of record encumbering the property hereby conveyed, the Grantor hereby covenants with said Grantee that (i) said land is free from encumbrances made by Grantor, (ii) Grantor has done nothing to impair such title as Grantor received, and (iii) Grantor will warrant and defend the title against the lawful claims of all persons claiming by, through or under the said Grantor, but against none other.

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IN WITNESS WHEREOF, Grantors have executed the foregoing as of the day and year first above written.

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EXHIBIT B-3

FORM OF WASHINGTON SPECIAL WARRANTY DEED

SPECIAL WARRANTY DEED

KNOW ALL MEN BY THESE PRESENTS, THAT BLUEBIRD RENTON WA LLC, a Delaware limited liability company (hereinafter called “Grantor”) for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other valuable consideration paid to Grantor by ALPINE INCOME PROPERTY OP, LP, a Delaware limited partnership (hereinafter called “Grantee”), which has an office at 1140 N. Williamson Blvd. Suite 140, Daytona Beach, Florida 32114, the receipt and sufficiency of which are hereby fully acknowledged and confessed by Grantor, has GRANTED, BARGAINED, SOLD AND CONVEYED and, by these presents, does GRANT, BARGAIN, SELL and CONVEY to Grantee the real property situated in King County, Washington, described on Exhibit “A” attached hereto and incorporated herein by reference (the “Land”), together with all improvements, rights, benefits, privileges, easements, tenements, and appurtenances thereon and pertaining thereto (said real property, together with such rights, appurtenances, interests and improvements being collectively called the “Property”).

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However, this conveyance is made subject to the following (collectively, the “Permitted Encumbrances”):  (i) the liens securing standby fees, taxes and assessments by any taxing authority for the current year and subsequent years (the “Ad Valorem Taxes”), (ii) all applicable zoning rules and regulations; (iii) such state of facts as would be disclosed by an accurate survey and inspection of the real property conveyed pursuant to the Deed; and (iv) the matters identified on Exhibit “B”.  Grantee by acceptance of delivery of this deed assumes and agrees to pay the Ad Valorem Taxes.

TO HAVE AND TO HOLD the Property, subject as aforesaid, unto Grantee, Grantee’s successors, legal representatives and/or assigns forever, and Grantor does hereby bind himself, his successors and legal representatives, to WARRANT AND FOREVER DEFEND all and singular the Property unto said Grantee, Grantee’s successors, legal representatives and/or assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise, subject, however, to the Permitted Encumbrances.

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IN WITNESS WHEREOF, this Special Warranty Deed is made and executed by Grantor on this_____ day of ______, 2021.

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EXHIBIT B-4

FORM OF ARISONA SPECIAL WARRANTY DEED

Recording requested by

and when recorded please return to:

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SPECIAL WARRANTY DEED

For the consideration of Ten Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned BLUEBIRD ARROWHEAD PHOENIX LLC, an Delaware limited liability company, the Grantor, does hereby convey to ALPINE INCOME PROPERTY OP, LP, a Delaware limited partnership, the Grantee, its successors and assign, the following real property situated in Maricopa County, Arizona (“Property”), together with all rights and privileges appurtenant thereto and any improvements located thereon, including, without limitation, all of Grantor's right, title and interest, if any, in and to oil, gas, mineral, development, air and water rights related thereto.

SEE EXHIBIT "1" ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE.

AND, the Grantor hereby binds itself and its successors to warrant and defend the title as against all acts of the Grantor herein and no other, subject only to those matters set forth on Exhibit “2”, attached hereto and incorporated herein by this reference, and all matters of record.

DATED: __________, 2021

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IN WITNESS WHEREOF, Grantor has caused its name to be hereunto subscribed on the day and year first above written.

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EXHIBIT B-5

FORM OF MARYLAND SPECIAL WARRANTY DEED

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Special Warranty Deed

THIS DEED, made as of the ___ day of _________, 2021, by and between BLUEBIRD GERMANTOWN MD LLC, a Delaware limited liability company (“Grantor”), having an address 1140 N. Williamson Blvd. Suite 140, Daytona Beach, Florida 32114, and ALPINE INCOME PROPERTY OP, LP, a Delaware limited partnership (“Grantee”), having an address 1140 N. Williamson Blvd. Suite 140, Daytona Beach, Florida 32114.

WITNESSETH, that in consideration of the payment by Grantee to Grantor of the sum of TEN AND NO/100 DOLLARS ($10.00), the receipt and adequacy of which are hereby acknowledged by Grantor, Grantor hereby GRANTS and CONVEYS to Grantee and Grantee's successors and assigns, in fee simple, all that lot or parcel of ground situate and lying in Montgomery County, Maryland, which is described in Exhibit A attached hereto, together with the buildings and improvements thereupon, and all and every of the rights, alleys, ways, waters, privileges, appurtenances and advantages, to the same belonging, or anywise appertaining (“Property”).

TO HAVE AND TO HOLD the Property unto and to the proper use and benefit of Grantee and Grantee's successors and assigns, in fee simple.

AND BEING, the same property conveyed to Grantor by Special Warranty Deed from U.S. Bank National Association, dated September 13, 2013, and recorded September 25, 2013 among the Land Records of Montgomery County, Maryland, in Liber 47741 at folio 369.

SUBJECT TO THE OPERATION AND EFFECT of the instruments and matters shown on Exhibit B, attached hereto, to the extent the same by their terms affect the Property (“Permitted Exceptions”).

GRANTOR does hereby covenant with Grantee that, subject to the Permitted Exceptions, Grantor will warrant specially the Property.

OTHER THAN THE SPECIAL WARRANTY OF TITLE SET FORTH IN THIS DEED AND AS EXPRESSLY STATED IN THE AGREEMENT OF PURCHASE AND SALE WHEREBY GRANTEE AGREED TO PURCHASE FROM GRANTOR (THE “AGREEMENT”), AND GRANTOR AGREED TO SELL TO GRANTEE, THE PROPERTY, GRANTOR CONVEYS THE PROPERTY TO GRANTEE AND BY ACCEPTING THIS DEED, GRANTEE ACCEPTS THE PROPERTY AS-IS, WHERE-IS, WITH ALL FAULTS AND GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (I) THE STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS ON THE PROPERTY, (II) THE MANNER, CONSTRUCTION, CONDITION, AND STATE OF REPAIR OR LACK OF REPAIR OF ANY OF SUCH IMPROVEMENTS, (Ill) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTY, INCLUDING BUT NOT LIMITED TO ANY

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PLANS AND SPECIFICATIONS THAT MAY HAVE BEEN OR WHICH MAY BE PROVIDED TO GRANTEE, (IV) THE CONFORMITY OF THE PROPERTY TO PAST, CURRENT OR FUTURE APPLICABLE ZONING OR BUILDING CODE REQUIREMENTS OR THE COMPLIANCE WITH ANY OTHER LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY, (V) THE FINANCIAL EARNING CAPACITY OR HISTORY OR EXPENSE HISTORY OF THE OPERATION OF THE PROPERTY, (VI) THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION, OR OTHERWISE, (VII) THE EXISTENCE OF SOIL INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, SUSCEPTIBILITY TO LANDSLIDES, SUFFICIENCY OF UNDERSHORING, SUFFICIENCY OF DRAINAGE, (VIII) WHETHER THE PROPERTY IS LOCATED WHOLLY OR PARTIALLY IN A FLOOD PLAIN OR A FLOOD HAZARD BOUNDARY OR SIMILAR AREA, (IX) THE EXISTENCE OR NON­EXISTENCE OF ASBESTOS, UNDERGROUND OR ABOVE GROUND STORAGE TANKS, HAZARDOUS WASTE OR OTHER TOXIC OR HAZARDOUS MATERIALS OF ANY KIND OR ANY OTHER ENVIRONMENTAL CONDITION OR WHETHER THE PROPERTY IS IN COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS, (X) THE PROPERTY'S INVESTMENT POTENTIAL OR RESALE POTENTIAL AT ANY FUTURE DATE, AT A PROFIT OR OTHERWISE, (XI) ANY TAX CONSEQUENCES OF OWNERSHIP OF THE PROPERTY OR (XII) ANY OTHER MATTER WHATSOEVER AFFECTING THE STABILITY, INTEGRITY, FITNESS FOR USE OR OTHER CONDITION OR STATUS OF THE LAND OR ANY BUILDINGS OR IMPROVEMENTS SITUATED ON ALL OR PART OF THE PROPERTY (COLLECTIVELY, THE “PROPERTY CONDITIONS”), AND BY ACCEPTING THIS DEED, GRANTEE HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS GRANTEE MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE PROPERTY, ITS IMPROVEMENTS OR THE PROPERTY CONDITIONS, SUCH WAIVER BEING ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY, EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE AGREEMENT.

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WITNESS the hand and seal of Grantor.

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EXHIBIT B-6

FORM OF FLORIDA SPECIAL WARRANTY DEED

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SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED made this ____ day of ​ ​​ ​​ ​, 2021, by GOLDEN ARROW CLERMONT FL LLC, a Delaware limited liability company (the “Grantor”), whose mailing address is 1140 N. Williamson Blvd. Suite 140, Daytona Beach, Florida 32114, to ALPINE INCOME PROPERTY OP, LP, a Delaware limited partnership (the “Grantee”), whose mailing address is 1140 N. Williamson Blvd. Suite 140, Daytona Beach, Florida 32114 (wherever used herein, the terms “Grantor” and “Grantee” include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of corporations):

W I T N E S S E T H:

That Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other valuable consideration, the receipt of which is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee all that certain real property together with the building, fixtures and improvements thereon located in Lake County, State of Florida, and is described in Exhibit A attached hereto and incorporated herein by reference (the “Property”).

TOGETHER, with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining.  This conveyance is being made by Grantor subject to assessments and taxes accruing subsequent to December 31, 20__, and all easements, restrictions, rights, reservations, encumbrances described in Exhibit B, attached hereto and incorporated herein (the “Permitted Exceptions”) (the references to which shall not operate to reimpose same).

TO HAVE AND TO HOLD, the same in fee simple forever.

AND the Grantor hereby warrants the title to said land and will defend the same against the lawful claims of all persons claiming by, through or under the Grantor but none others.

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IN WITNESS WHEREOF, the Grantor has caused the deed to be executed and delivered the day and year first above written.

Exhibit A – Legal Description

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Exhibit B - Permitted  Exceptions

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EXHIBIT C

QUIT CLAIM BILL OF SALE

BLUEBIRD ARROWHEAD PHOENIX LLC, a Delaware limited liability company, GOLDEN ARROW CLERMONT FL LLC, a Delaware limited liability company, BLUEBIRD GERMANTOWN MD LLC, a Delaware limited liability company, GOLDEN ARROW CHARLOTTE NC LLC, a Delaware limited liability company, CTLC GOLDEN ARROW KATY LLC, a Delaware limited liability company, and BLUEBIRD RENTON WA LLC, a Delaware limited liability company  (collectively, the “Seller” or “Sellers”), for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration received, does hereby sell, assign, grant and convey to ALPINE INCOME PROPERTY OP, LP, a Delaware limited partnership (the “Purchaser”), all equipment, supplies, furniture, fixtures, furnishings, appliances and other personal property (the “Personal Property”) owned by Seller and used in connection with the maintenance and operation of the real property described on Exhibit A attached hereto.

This bill of sale is made without representation, warranty or recourse, and conveys only the interest, if any, of Seller in the Personal Property.  The Personal Property is conveyed to Purchaser “AS IS, WHERE IS.”

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed effective as of the _____ day of ____________, 2021.

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Exhibit A – Legal Description

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EXHIBIT D

ASSIGNMENT AND ASSUMPTION OF LEASE
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THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into effective as of the ______ day of ____________, 2021, by and between BLUEBIRD ARROWHEAD PHOENIX LLC, a Delaware limited liability company, GOLDEN ARROW CLERMONT FL LLC, a Delaware limited liability company, BLUEBIRD GERMANTOWN MD LLC, a Delaware limited liability company, GOLDEN ARROW CHARLOTTE NC LLC, a Delaware limited liability company, CTLC GOLDEN ARROW KATY LLC, a Delaware limited liability company, and BLUEBIRD RENTON WA LLC, a Delaware limited liability company (collectively, “Assignor”), and ALPINE INCOME PROPERTY OP, LP, a Delaware limited partnership (“Assignee”).

Recitals

This Assignment is made with respect to the following facts:

Assignment

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

[remainder of page blank; signatures follow]

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IN WITNESS WHEREOF, the Assignor has executed this Assignment as of the date set forth above.

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STATE OF FLORIDA

COUNTY OF VOLUSIA

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization this ___ day of ​ ​​ ​, 2021, by ​ ​​ ​​ ​, as ​ ​​ ​​ ​ CTO Realty Growth, Inc., a Maryland corporation, successor-by-merger with CTO Realty Growth, Inc., a Florida corporation, f/k/a Consolidated-Tomoka Land Co., as the sole member of Golden Arrow 6 LLC, a Delaware limited liability company, as the sole member of ____________________________, a Delaware limited liability company, on behalf of the company.  He ☐ is personally known to me, or ☐ produced ______________ as identification.

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IN WITNESS WHEREOF, THE Assignee has executed this Assignment as of the date set forth above.

STATE OF FLORIDA

COUNTY OF VOLUSIA

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The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization this ___ day of ​ ​​ ​, 2021, by ​ ​​ ​​ ​, as ​ ​​ ​​ ​ CTO Realty Growth, Inc., a Maryland corporation, successor-by-merger with CTO Realty Growth, Inc., a Florida corporation, f/k/a Consolidated-Tomoka Land Co., as the sole member of Golden Arrow 6 LLC, a Delaware limited liability company, as the sole member of ____________________________, a Delaware limited liability company, on behalf of the company.  He ☐ is personally known to me, or ☐ produced ______________ as identification.

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Exhibit A – Legal Description

Exhibit B – Leases

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EXHIBIT E

QUIT CLAIM GENERAL ASSIGNMENT

THIS QUIT CLAIM GENERAL ASSIGNMENT (this “Assignment”) is made as of __________, 2021, by and between BLUEBIRD ARROWHEAD PHOENIX LLC, a Delaware limited liability company, GOLDEN ARROW CLERMONT FL LLC, a Delaware limited liability company, BLUEBIRD GERMANTOWN MD LLC, a Delaware limited liability company, GOLDEN ARROW CHARLOTTE NC LLC, a Delaware limited liability company, CTLC GOLDEN ARROW KATY LLC, a Delaware limited liability company, and BLUEBIRD RENTON WA LLC, a Delaware limited liability company (collectively, “Assignor”), and ALPINE INCOME PROPERTY OP, LP, a Delaware limited partnership (“Assignee”).

Recitals

This Assignment is made with respect to the following facts:

Assignment

NOW, THEREFORE, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

[remainder of page blank; signatures follow]

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IN WITNESS WHEREOF, the Assignor has executed this Assignment as of the date first set forth above.

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IN WITNESS WHEREOF, the Assignee has executed this Assignment as of the date first set forth above.

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Exhibit A – Legal Description

Exhibit B – Leases

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EXHIBIT F

TENANT NOTICE

________________, 2021

To:________________________

Dear Tenant:

You are hereby notified that the ownership of the _________________ (the “Property”) was transferred to Alpine Income Property OP, LP, a Delaware limited partnership (the “New Landlord”), as of __________________, 2021.

In connection with this transfer of ownership, you are hereby notified that all obligations of the landlord pursuant to the terms of your lease (the “Lease”) have been assumed by the New Landlord.  

Should you need to contact the New Landlord with regard to any matter pertaining to the Property, you may contact ___________________ either in writing at___________________________, ___________________________________, _______________________, or by telephone at (_____) ____-______________.

Beginning on the date of this notice, you are hereby directed to make all payments due under your Lease payable to ____________________________ and deliver them to the address set forth in the preceding paragraph.

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EXHIBIT G

RENT ROLL

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Press Release

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Contact:Matthew M. Partridge

Senior Vice President, Chief Financial Officer & Treasurer

(386) 944-5643

mpartridge@alpinereit.com

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DAYTONA BEACH, FL – April 6, 2021 – Alpine Income Property Trust, Inc. (NYSE: PINE) (the “Company”) announced today it has entered two separate agreements to acquire seven retail net lease properties for a combined purchase price of $56.0 million (the “Acquisitions”) from CTO Realty Growth, Inc. (NYSE: CTO).  

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“Since Alpine’s IPO in 2019, we’ve highlighted the remaining single tenants net lease properties within CTO’s portfolio as a potential source of future acquisitions for Alpine,” said John P. Albright, President and Chief Executive Officer of Alpine Income Property Trust. “We are excited to announce these first two agreements with CTO, which we believe represent great opportunities for Alpine to efficiently acquire a number of properties that provide an attractive yield and excellent tenant, sector and geographic diversity to our already high-quality net lease portfolio.”

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The Acquisitions consist of a purchase and sale agreement to acquire a six-property portfolio (the “Six-Property Acquisition”) and a separate purchase and sale agreement to acquire one property (the “Single-Property Acquisition”).

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The Six-Property Acquisition consists of properties net leased to leading national retailers such as Lowe’s, Walgreens, Harris Teeter and Big Lots, with more than 60% of annualized base rent coming from properties leased to, or with leases guaranteed by, investment grade-rated entities.

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All six of the properties in the Six-Property Acquisition are within metropolitan statistical areas (“MSA”) that have populations over one million people, including locations in close proximity to Charlotte, NC; Seattle, WA; Washington, DC; Houston, TX; Phoenix, AZ; and Orlando, FL.  

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As part of the Six-Property Acquisition, the Company will be assuming an existing $30.0 million secured mortgage, which bears a fixed interest rate of 4.33% (the “Loan”).  The Loan matures in October 2034 but is prepayable without penalty beginning in October 2024.

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The Single-Property Acquisition is a property located in the Dallas-Fort Worth-Arlington, TX MSA, net leased to Burlington, and is expected to close in the second quarter of 2021.

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The Acquisitions are subject to customary closing requirements and conditions, including but not limited to the various approvals related to the Six-Property Acquisition Loan assumption.  As a result, the Company can give no assurance that the Acquisitions will be completed within a specific time period, or at all.

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About CTO Realty Growth, Inc.

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CTO Realty Growth, Inc. is a publicly traded diversified REIT that owns and operates a diversified portfolio of income properties comprising approximately 2.8 million square feet in the United States. CTO also owns an approximate 23.5% interest in Alpine Income Property Trust, Inc., a publicly traded net lease REIT (NYSE: PINE).  

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We encourage you to review our most recent investor presentation, which is available on our website at www.ctoreit.com.

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About Alpine Income Property Trust, Inc.

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Alpine Income Property Trust, Inc. (NYSE: PINE) is a publicly traded real estate investment trust that acquires, owns and operates a portfolio of high-quality net leased commercial income properties.

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We encourage you to review our most recent investor presentation which is available on our website at www.alpinereit.com.

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Safe Harbor

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This press release may contain “forward-looking statements.” Forward-looking statements include statements that may be identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on the Company’s current expectations and assumptions regarding capital market conditions, the Company’s business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include general business and economic conditions, continued volatility and uncertainty in the credit markets and broader financial markets, risks inherent in the real estate business, including tenant defaults, potential liability relating to environmental matters, illiquidity of real estate investments and potential damages from natural disasters, the impact of the COVID-19 Pandemic on the Company’s business and the business of its tenants and the impact on the U.S. economy and market conditions generally, other factors affecting the Company’s business or the business of its tenants that are beyond the control of the Company or its tenants, and the factors set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Any forward-looking statement made in this press release speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.