Form 8-K

8-K — Alpine Income Property Trust, Inc.

Accession: 0001104659-26-118514

Filed: 2026-10-23

Period: 2026-10-23

CIK: 0001786117

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2628184d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2628184d1_ex1-1.htm)

EX-1.2 — EXHIBIT 1.2 (tm2628184d1_ex1-2.htm)

EX-1.3 — EXHIBIT 1.3 (tm2628184d1_ex1-3.htm)

EX-1.4 — EXHIBIT 1.4 (tm2628184d1_ex1-4.htm)

EX-1.5 — EXHIBIT 1.5 (tm2628184d1_ex1-5.htm)

EX-1.6 — EXHIBIT 1.6 (tm2628184d1_ex1-6.htm)

EX-3.1 — EXHIBIT 3.1 (tm2628184d1_ex3-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2628184d1_ex5-1.htm)

EX-5.2 — EXHIBIT 5.2 (tm2628184d1_ex5-2.htm)

EX-10.1 — EXHIBIT 10.1 (tm2628184d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2628184d1_ex10-2.htm)

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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

Date of report (Date of earliest event reported):

October 23, 2026

ALPINE INCOME PROPERTY TRUST, INC.

(Exact name of registrant as specified in charter)

Commission File Number: 001-39143

Maryland

84-2769895

(State or other jurisdiction of incorporation)

(IRS Employer Identification No.)

369 N. New York Avenue, Suite 201

Winter Park, Florida 32789

(Address of principal executive offices, including

zip code)

(407) 904-3324

(Registrant’s telephone number, including

area code)

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:

¨ Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to

Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on

which registered

Common Stock, $0.01 par value per share

PINE

New York Stock Exchange

8.00% Series A Cumulative Redeemable Preferred Stock,

$0.01 par value per share

PINE-PA

New York Stock Exchange

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).

Emerging growth company ¨

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. ¨

Item 1.01 Entry into a Material Definitive Agreement.

Third Amendment to Amended and Restated Agreement of Limited Partnership

of Alpine Income Property OP, LP

In connection with the Preferred Offering (as

defined below) by Alpine Income Property Trust, Inc. (the “Company”) of the Company’s 8.00% Series A Cumulative

Redeemable Preferred Stock (the “Series A Preferred Stock”), the Amended and Restated Agreement of Limited Partnership

of Alpine Income Property OP, LP (the “Operating Partnership”) was amended (the “Amendment”) to provide for the

issuance of up to an additional 189,747 of the Operating Partnership’s 8.00% Series A Cumulative Redeemable Preferred Units

(liquidation preference $25.00 per unit) (the “Series A Preferred Units”). Following the entry into the Amendment, the

Operating Partnership is authorized to issue an aggregate of 3,948,081 Series A Preferred Units. The Amendment is filed as Exhibit 10.1

to this Current Report on Form 8-K and incorporated by reference herein. The Company intends to contribute the net proceeds from

the sale of the Series A Preferred Stock in the Preferred Offering to the Operating Partnership in exchange for the same number of

Series A Preferred Units. The Series A Preferred Units have economic terms that mirror the terms of the Series A Preferred

Stock. The issuance of the Series A Preferred Units is exempt from registration pursuant to Section 4(a)(2) of the Securities

Act of 1933, as amended (the “Securities Act”).

Partial Management Fee Waiver

Pursuant to the terms of the management agreement

among the Company, the Operating Partnership and Alpine Income Property Manager, LLC (the “Manager”), dated November 26,

2019 and amended on July 18, 2024 (the “Management Agreement”), the Manager manages, operates, and administers the Company’s

day-to-day operations, business and affairs, subject to the direction and supervision of the Company’s board of directors (the “Board”)

and in accordance with the investment guidelines approved and monitored by the Board. The Company pays the Manager a base management fee

(the “Base Management Fee”) equal to 1.50% per annum (0.375% per fiscal quarter) of the Company’s “total equity”

(as defined in the Management Agreement), calculated and payable in cash, quarterly in arrears.

In connection with the Preferred Offering, on

October 23, 2026, the Manager executed a waiver (the “Waiver Letter”), which provides that the Manager will waive a portion

of the Base Management Fee attributable to the inclusion of the net cash proceeds from the issuance of Series A Preferred Stock sold

in the Preferred Offering in Total Equity (the “Incremental Equity Base”), such that the Base Management Fee rate on the Incremental

Equity Base will equal 0.75% per annum (0.1875% per fiscal quarter), instead of 1.50% per annum (0.375% per fiscal quarter) as provided

in the Management Agreement.

A copy of the Waiver Letter is filed as Exhibit 10.2

to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 23, 2026, the Company filed Articles

Supplementary (the “Additional Series A Articles Supplementary”) to the Company’s charter with the State Department

of Assessments and Taxation of the State of Maryland, to classify and designate 189,747 shares of the Company’s authorized but unissued

preferred stock, par value $0.01 per share, as additional shares of Series A Preferred Stock, with the powers, preferences and privileges

as set forth in the Articles Supplementary filed as Exhibit 3.2 to the Company’s Registration Statement on Form 8-A, filed

with the U.S. Securities and Exchange Commission on November 10, 2025 (the “November 2025 Series A Articles Supplementary”).

The Additional Series A Articles Supplementary became effective upon filing on October 23, 2026, and upon such effectiveness,

the Company was authorized to issue an aggregate of 3,948,081 shares of Series A Preferred Stock.

A copy of the Additional Series A Articles

Supplementary is filed as Exhibit 3.1 to this Current Report on Form 8-K, and the information in the November 2025 Series A

Articles Supplementary is incorporated into this Item 5.03 by reference. The foregoing description of the terms of the Additional Series A

Articles Supplementary in this Item 5.03 is qualified in its entirety by reference to Exhibit 3.1 hereto and the November 2025

Series A Articles Supplementary.

Item 8.01 Other Events.

Preferred At-the-Market Offering Program

On October 23, 2026, the Company, the Operating

Partnership and the Manager entered into separate equity distribution agreements (collectively, the “Preferred Equity Distribution

Agreements”) with each of Raymond James & Associates, Inc. (“Raymond James”), A.G.P./Alliance Global Partners

(“AGP”), Robert W. Baird & Co. Incorporated (“Baird”), B. Riley Securities, Inc. (“B. Riley”),

Cantor Fitzgerald & Co. (“Cantor”), Colliers Securities LLC (“Colliers”), Huntington Securities, Inc.

(“Huntington”), Jefferies LLC (“Jefferies”), JonesTrading Institutional Services LLC (“JonesTrading”),

Lucid Capital Markets, LLC (“Lucid”), Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Truist

Securities, Inc. (“Truist”) (each, in its capacity as a sales agent under the Preferred Equity Distribution Agreements,

a “sales agent” and, collectively, the “sales agents”), pursuant to which the Company may issue and sell from

time to time (the “Preferred Offering”) shares of Series A Preferred Stock, having an aggregate gross sales price of

up to $35,000,000 (the “Preferred Shares”).

Sales of the Preferred Shares, if any, may be

made in transactions that are deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act,

including, without limitation, sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through

a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices

based on prevailing market prices.

Each sales agent will receive from the Company

a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all Preferred Shares sold through it as sales

agent under the applicable Preferred Equity Distribution Agreement.

The Preferred Shares will be offered and sold

pursuant to a prospectus supplement, dated October 23, 2026, and a base prospectus, dated October 15, 2026, relating to the

Company’s shelf registration statement on Form S-3 (File No. 333-299114). This Current Report on Form 8-K does not

constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Preferred Shares in any state in which

such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The foregoing description in this Item 8.01 is qualified in its entirety by reference to the full text of the Preferred Equity Distribution

Agreements, the form of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 8.01

by reference. In connection with the registration of the Preferred Shares under the Securities Act, the legal opinion of Venable LLP relating

to the legality of the issuance and sale of the Preferred Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Termination of Prior Preferred At-the-Market

Offering Program

In connection with the establishment of the new

preferred at-the-market offering program described above, the Company, the Operating Partnership and the Manager, on the one hand, and

each of Raymond James, AGP, Baird, B. Riley, Cantor, Colliers, Huntington, Jefferies, JonesTrading, Lucid, Stifel and Truist, on the other

hand, mutually agreed to terminate the prior equity distribution agreements, each dated December 5, 2025, and amended April 24,

2026, or, in the case of Cantor and Huntington, dated April 24, 2026 (the “Prior Preferred Equity Distribution Agreements”).

Under the Prior Preferred Equity Distribution Agreements, the Company could offer and sell from time to time shares of Series A Preferred

Stock having an aggregate gross sales price up to $35,000,000 (the “December 2025 ATM Program”), approximately $22.7

million of which remained unsold at the time of the termination of the Prior Preferred Equity Distribution Agreements. As a result of

such termination, the Company will not offer or sell any additional shares under the December 2025 ATM Program.

Common At-the-Market Offering Program

On October 23, 2026, the Company, the Operating

Partnership and the Manager entered into separate equity distribution agreements with AGP, Capital One Securities, Inc. and Colliers

(collectively, the “Non-Forward Equity Distribution Agreements”), and with Raymond James, Baird, B. Riley, Cantor, Huntington,

Jefferies, JonesTrading, KeyBanc Capital Markets Inc. (“KeyBanc”), Lucid, Regions Securities LLC (“Regions”),

Stifel, Truist and UBS Securities LLC (“UBS”) (collectively, the “Forward Equity Distribution Agreements” and,

together with the Non-Forward Equity Distribution Agreements, the “Common Equity Distribution Agreements”), pursuant to which

the Company may issue and sell from time to time shares of the Company’s common stock, par value $0.01 per share (the “Common

Stock”), having an aggregate gross sales price of up to $150,000,000 (the “Common Shares”). The Company refers to these

entities, when acting in their capacity as sales agents under the Common Equity Distribution Agreements, individually as a “sales

agent” and collectively as “sales agents.”

Sales of the Common Shares, if any, may be made

in transactions that are deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act, including,

without limitation, sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through a market

maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices based on

prevailing market prices.

The Forward Equity Distribution Agreements provide

that, in addition to the issuance and sale of the Common Shares by the Company through a sales agent acting as a sales agent or directly

to the sales agent acting as principal for its own account at a price agreed upon at the time of sale, the Company also may enter into

forward sale agreements under separate master forward sale agreements (collectively, the “Master Forward Confirmations”) and

related supplemental confirmations between the Company and Raymond James, Baird, B. Riley, Cantor, Huntington, Jefferies, JonesTrading,

KeyBanc, Lucid, Regions, Stifel, Truist and UBS, or their respective affiliates. The Company refers to these entities, when acting in

this capacity, individually as a “forward purchaser” and collectively as “forward purchasers,” and the Company

refers to Raymond James, Baird, B. Riley, Cantor, Huntington, Jefferies, JonesTrading, KeyBanc, Lucid, Regions, Stifel, Truist and UBS,

when acting as agents for forward purchasers, individually as a “forward seller” and collectively as “forward sellers.”

In connection with each particular forward sale agreement, the applicable forward purchaser will use commercially reasonable efforts to

borrow from third parties and, through the applicable forward seller, sell a number of shares of Common Stock equal to the number of shares

of Common Stock underlying the particular forward sale agreement.

In one form of forward sale agreement that the

Company may enter into with certain of the forward purchasers (a “contingent forward transaction”), the Company’s obligation

to sell, and the applicable forward purchaser’s obligation to purchase, shares underlying such forward sale agreement at the applicable

forward sale price is contingent on the applicable forward purchaser’s exercise (or deemed exercise) of a contingency, which may

occur in whole or in part from time to time prior to specified contingency expiration dates. The Company refers to each forward purchaser

when acting in such capacity as a “contingent forward purchaser.” To the extent such contingency is exercised with respect

to a portion of such contingent forward transaction, the Company refers to such portion as the “contingency exercised portion,”

and the remaining portion to the extent such contingency is not yet exercised, but may subsequently be exercised, as the “contingent

portion.” The Company expects that the initial forward price of the contingent forward transactions will be above, but not substantially

above, the volume-weighted average sale price per share at which the applicable forward seller established its hedge position in respect

of such contingent forward transaction (the “contingent forward initial hedge position”). In addition, the Company expects

that on the same days when the relevant contingent forward purchaser is so selling shares of Common Stock underlying such contingent forward

transaction, through the applicable forward seller, such contingent forward purchaser will contemporaneously purchase a substantial portion

of such shares in the open market for its own account to offset the shares sold into the market, because such contingent forward purchaser

expects its contingent forward initial hedge position to be substantially less than the number of shares of Common Stock underlying such

contingent forward sale agreement.

In another form of forward sale agreement that

the Company may enter into with any of the forward purchasers (a “non-contingent forward transaction”), the Company’s

obligation to sell, and the applicable forward purchaser’s obligation to purchase, shares underlying such forward sale agreement

at the applicable forward sale price is not subject to the contingency described above. In this Current Report, the term “fixed

share forward transaction” refers to such a non-contingent forward transaction as well as the contingency exercised portion

of a contingent forward transaction.

The Company will not initially receive any proceeds

from sales of borrowed shares by the forward sellers or their affiliates in connection with any forward sale agreements, but, for contingent

forward transactions, the Company may receive contingency premiums from the applicable forward purchaser. The Company expects to fully

physically settle each fixed share forward transaction on one or more dates chosen by the Company on or prior to the maturity date of

that particular forward sale agreement, in which case the Company will expect to receive aggregate net cash proceeds at settlement equal

to the number of shares underlying the particular forward sale agreement multiplied by the applicable forward sale price. However, subject

to certain exceptions and conditions, the Company may also elect to cash settle or net share settle a fixed share forward transaction,

in which case the Company may not receive any proceeds from the issuance of shares and will instead receive or pay cash (in the case of

cash settlement) or receive or deliver shares (in the case of net share settlement).

Each sales agent will receive from the Company

a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all the Common Shares sold through it as sales

agent under the applicable Common Equity Distribution Agreement. In connection with each forward sale, the Company will pay the applicable

forward seller, in the form of a reduced forward sale price under the related forward sale agreement with the related forward purchaser,

commissions at a mutually agreed rate that shall not be more than 2.0% of the applicable initial forward sale price for shares underlying

a contingent forward transaction or 2.0% of the gross sales price of all borrowed shares sold by it as a forward seller in connection

with a non-contingent forward transaction, as applicable.

The Common Shares will be offered and sold pursuant

to a prospectus supplement, dated October 23, 2026, and a base prospectus, dated October 15, 2026, relating to the Company’s

shelf registration statement on Form S-3 (File No. 333-299114). This Current Report on Form 8-K does not constitute an

offer to sell or the solicitation of an offer to buy nor shall there be any sale of Common Shares in any state in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The foregoing description

in this Item 8.01 is qualified in its entirety by reference to the full text of the Non-Forward Equity Distribution Agreements, the Forward

Equity Distribution Agreements for non-contingent forward transactions, the Forward Equity Distribution Agreements for contingent forward

transactions, the Master Forward Confirmations for non-contingent forward transactions and the Master Forward Confirmations for contingent

forward transactions, the forms of which are attached as Exhibits 1.2, 1.3, 1.4, 1.5 and 1.6 respectively, to this Current Report on Form 8-K

and incorporated in this Item 8.01 by reference. In connection with the registration of the Common Shares under the Securities Act, the

legal opinion of Venable LLP relating to the legality of the issuance and sale of the Common Shares is attached as Exhibit 5.2 to

this Current Report on Form 8-K.

Termination of Prior Common At-the-Market Offering

Program

In connection with the establishment of the new

common at-the-market offering program described above, the Company, the Operating Partnership and the Manager, on the one hand, and each

of Raymond James, AGP, Baird, B. Riley, Cantor, Colliers, Huntington, Jefferies, JonesTrading, KeyBanc, Lucid, Regions, Stifel, Truist

and UBS, on the other hand, mutually agreed to terminate the prior equity distribution agreements, each dated October 21, 2022,

and amended October 20, 2023 and April 24, 2026, or, in the case of Baird and Stifel, dated October 20, 2023, and amended

April 24, 2026, or, in the case of AGP, Cantor, Colliers, Huntington, Lucid and UBS, dated April 24, 2026 (the “Prior

Common Equity Distribution Agreements”), and the related master forward confirmations between the Company and each of Raymond James,

Baird, B. Riley, Cantor, Huntington, Jefferies, JonesTrading, KeyBanc, Lucid, Regions, Stifel, Truist and UBS, or their respective affiliates.

Under the Prior Common Equity Distribution Agreements, the Company could offer and sell from time to time shares of Common Stock having

an aggregate gross sales price up to $150,000,000 (the “October 2022 ATM Program”), approximately $19.1 million of which

remained unsold at the time of the termination of the Prior Common Equity Distribution Agreements. As a result of such termination, the

Company will not offer or sell any additional shares under the October 2022 ATM Program.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

Number

Description

1.1

Form of Preferred Equity Distribution Agreement.

1.2

Form of Non-Forward Equity Distribution Agreement.

1.3

Form of Forward Equity Distribution Agreement for Non-Contingent Forward Transactions.

1.4

Form of Forward Equity Distribution Agreement for Contingent Forward Transactions.

1.5

Form of Master Forward Confirmation for Non-Contingent Forward Transactions.

1.6

Form of Master Forward Confirmation for Contingent Forward Transactions.

3.1

Articles Supplementary, classifying and designating 189,747 additional shares of Series A Preferred Stock.

5.1

Opinion of Venable LLP (Preferred At-the-Market Offering Program).

Exhibit

Number

Description

5.2

Opinion of Venable LLP (Common At-the-Market Offering Program).

10.1

Third Amendment to Amended and Restated Agreement of Limited Partnership of Alpine Income Property OP, LP, dated as of October 23, 2026.

10.2

Waiver Letter, dated as of October 23, 2026.

23.1

Consent of Venable LLP (included in Exhibit 5.1 and incorporated herein by reference).

23.2

Consent of Venable LLP (included in Exhibit 5.2 and incorporated herein by reference).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

ALPINE INCOME PROPERTY TRUST, INC.

By:

/s/

Philip R. Mays

Name:

Philip R. Mays

Title:

Senior

Vice President, Chief Financial Officer and Treasurer

Date: October 23, 2026

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2628184d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

ALPINE INCOME PROPERTY TRUST, INC.

Shares of 8.00% Series A Cumulative Redeemable

Preferred Stock

(Par Value $0.01 Per Share)

EQUITY DISTRIBUTION AGREEMENT

Dated: October 23, 2026

TABLE OF CONTENTS

SECTION 1

DESCRIPTION OF SECURITIES

SECTION 2

PLACEMENTS

SECTION 3

SALE OF SECURITIES

SECTION 4

SUSPENSION OF SALES

SECTION 5

REPRESENTATIONS AND WARRANTIES

SECTION 6

SALE AND DELIVERY; SETTLEMENT

SECTION 7

COVENANTS OF THE COMPANY AND THE OPERATING PARTNERSHIP

SECTION 8

PAYMENT OF EXPENSES

SECTION 9

CONDITIONS OF THE OBLIGATIONS OF THE MANAGER

SECTION 10

INDEMNIFICATION

SECTION 11

CONTRIBUTION

SECTION 12

REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY

SECTION 13

TERMINATION OF AGREEMENT

SECTION 14

NOTICES

SECTION 15

PARTIES

SECTION 16

ADJUSTMENTS FOR SHARE SPLITS

SECTION 17

GOVERNING LAW AND TIME

SECTION 18

EFFECT OF HEADINGS

SECTION 19

RESEARCH ANALYST INDEPENDENCE

SECTION 20

PERMITTED FREE WRITING PROSPECTUSES

SECTION 21

ABSENCE OF FIDUCIARY RELATIONSHIP

SECTION 22

CONSENT TO JURISDICTION

SECTION 23

PARTIAL UNENFORCEABILITY

SECTION 24

WAIVER OF JURY TRIAL

SECTION 25

COUNTERPARTS

SECTION 26

AMENDMENTS AND WAIVERS

SECTION 27

RECOGNITION OF THE U.S. SPECIAL RESOLUTION REGIMES

EXHIBITS

Exhibit A

–

Form of Placement Notice

Exhibit B

–

Authorized Individuals for Placement Notices and Acceptances

Exhibit C

–

Compensation

Exhibit D

–

Officers’ Certificate of the Company and the Adviser

Exhibit E

–

Form of Corporate Opinion of Vinson& Elkins L.L.P.

Exhibit F

–

Form of Tax Opinion of Vinson& Elkins L.L.P.

Exhibit G

–

Form of Opinion of Venable LLP

Exhibit H

–

Permitted Free Writing Prospectus

Alpine Income Property Trust, Inc.

(a Maryland corporation)

Shares of 8.00% Series A Cumulative Redeemable

Preferred Stock

(Par Value $.01 Per Share)

EQUITY DISTRIBUTION AGREEMENT

October 23, 2026

[·]

Ladies and Gentlemen:

Alpine Income Property Trust, Inc.,

a Maryland corporation (the “Company”), Alpine Income Property Manager, LLC, a Delaware limited liability company (the

“Adviser”), and Alpine Income Property OP, LP, a Delaware limited partnership and the Company’s operating partnership

(the “Operating Partnership”), each confirms its agreement (this “Agreement”) with [·] (the

“Manager”), as follows:

SECTION 1        DESCRIPTION

OF SECURITIES.

Each of the Company and the

Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set

forth herein, the Company may issue and sell through the Manager, acting as agent and/or principal, shares of the 8.00% Series A

Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (the “Series A Preferred Stock”),

having an aggregate offering price of up to $35,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary

contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate

offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager

shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager will be effected

pursuant to the Registration Statement (as defined below) that was filed by the Company under the Securities Act of 1933, as amended (collectively

with the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities

Act”). The terms of the Securities are set forth in the charter of the Company, including but not limited to the articles supplementary

filed by the Company with the State Department of Assessments and Taxation of Maryland (the “SDAT”) on November 10,

2025 (the “First Articles Supplementary”), the articles supplementary, designating additional shares of Series A

Preferred Stock, filed by the Company with the SDAT on December 5, 2025 (the “Second Articles Supplementary”),

and the articles supplementary, designating additional shares of Series A Preferred Stock, filed by the Company with the SDAT on

October 23, 2026 (the “Third Articles Supplementary”) and, together with the First Articles Supplementary and

the Second Articles Supplementary, the “Articles Supplementary”).

The Company has filed, in

accordance with the provisions of the Securities Act, with the Commission a shelf registration statement on Form S-3 (File No. 333-299114)

including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, which

shelf registration statement, including any amendments thereto, was declared effective by the Commission under the Securities Act and

which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities

Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange

Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”)

to the base prospectus included as part of such registration statement. The Company will furnish to the Manager, for use by the Manager,

copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating

to the Securities. Except where the context otherwise requires, such registration statement, on each date and time that such registration

statement and any post-effective amendment thereto became or becomes effective, including all documents filed as part thereof or incorporated

by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission

pursuant to Rule 424(b) of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B

of the Securities Act, is herein called the “Registration Statement.” The base prospectus included in the Registration

Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form

in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of

the Securities Act, is herein called the “Prospectus.” The Company may file one or more additional registration statements

(which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus

supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration

Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by

reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with

respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof

of any document with the Commission deemed to be incorporated by reference therein.

For purposes of this Agreement,

all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any

copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”);

all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant

to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof

filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the Prospectus shall

include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale

or private placement of any Placement Securities by the Manager outside of the United States. All references in this Agreement to financial

statements and schedules and other information that is “contained,” “included” or “stated” in the

Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial

statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the

case may be.

As used in this Agreement,

the following terms have the respective meanings set forth below:

“Applicable Time”

means the time of each sale of any Securities pursuant to this Agreement.

“Commitment Period”

means the period commencing on the date of this Agreement and expiring on the date this Agreement is terminated pursuant to Section 13.

“Investment Company

Act” means the Investment Company Act of 1940, as amended.

“Issuance”

means each occasion the Company elects to exercise its right to deliver a Placement Notice that specifies that it relates to an “Issuance”

and requires the Manager to use commercially reasonable efforts to sell the Securities as specified in such Placement Notice, subject

to the terms and conditions of this Agreement.

“Issuer Free Writing

Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, relating

to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a “road show” that

is a “written communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the

Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities

or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Exhibit H hereto,

in each case in the form furnished (electronically or otherwise) to the Manager for use in connection with the offering of the Securities.

“Manager”

has the meaning set forth in the introductory paragraph of this Agreement.

“NYSE”

means the New York Stock Exchange.

“Rule 158,”

“Rule 172,” “Rule 405,” “Rule 415,” “Rule 424(b),”

“Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.

“Sales Price”

means, for each Issuance hereunder, the actual sale execution price of each Security sold by the Manager on the NYSE hereunder in the

case of ordinary brokers’ transactions, or as otherwise agreed by the parties in other methods of sale. Where the context requires,

the term “Sales Price” as used herein shall include the definition of the same under the Alternative Distribution Agreements.

“Sarbanes-Oxley Act”

means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing the provisions thereof.

“Securities”

means all shares of Series A Preferred Stock issued or issuable pursuant to an Issuance that has occurred or may occur in accordance

with the terms and conditions of this Agreement. Where the context requires, the term “Securities” as used herein, shall include

the definition of the same under the Alternative Distribution Agreements.

“Selling Period”

means the period of one to 20 consecutive Trading Days (as determined by the Company in the Company’s sole discretion and specified

in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable)) beginning on the date specified in the

applicable Placement Notice (as amended by the corresponding Acceptance, if applicable) or, if such date is not a Trading Day, the next

Trading Day following such date.

“Trading Day”

means any day which is a trading day on the NYSE.

The Company will contribute

the Net Proceeds (as defined in Section 6(b)) from the sale of the Securities from time to time pursuant to this Agreement to the

Operating Partnership, and in exchange therefor, at each Settlement Date (as defined in Section 6(b)), the Operating Partnership

will issue to the Company 8.00% Series A Cumulative Redeemable Preferred Units of the Operating Partnership (the “Series A

Preferred Units”).

The Manager has been appointed

by the Company as its agent to sell the Securities and agrees to use commercially reasonable efforts to sell the Securities offered by

the Company upon the terms and subject to the conditions contained herein.

The Company, the Adviser and

the Operating Partnership have also entered into separate equity distribution agreements (collectively, as each may be amended from time

to time, the “Alternative Distribution Agreements”), dated as of October 23, 2026, with each of Raymond James &

Associates, Inc., A.G.P./Alliance Global Partners, Robert W. Baird & Co. Incorporated, B. Riley Securities, Inc., Cantor

Fitzgerald & Co., Colliers Securities LLC, Huntington Securities, Inc., Jefferies LLC, JonesTrading Institutional Services

LLC, Lucid Capital Markets, LLC, Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc. (each, in its

capacity as agent and/or principal, and together with any other such agent and/or principal with which the Company enters into an Alternative

Distribution Agreement, an “Alternative Manager”), for the issuance and sale of the Securities from time to time through

the applicable Alternative Managers on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering

price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum

Amount.1

SECTION 2

PLACEMENTS.

(a)           Upon

the terms and subject to the conditions of this Agreement, on any Trading Day as provided in Section 2(c) hereof during the

Commitment Period on which the conditions set forth in Section 9 hereof have been satisfied, the Company wishes to issue and sell

the Securities hereunder (each, a “Placement”), by delivery of an email notice (or other method mutually agreed to

in writing by the parties) to the Manager containing the parameters in accordance with which it desires the Securities to be sold, which

shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during

which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price

below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters

necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company

set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall

be addressed to each of the individuals from the Manager set forth on Exhibit B, as such Exhibit B may be amended

from time to time.

1 Remove the agent signing applicable EDA.

(b)           If

the Manager wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole

discretion) or, following discussion with the Company, wishes to accept amended terms, the Manager will, prior to 4:30 p.m. (New

York City Time) on the business day following the business day on which such Placement Notice is delivered to the Manager, issue to the

Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the

Company and the Manager set forth on Exhibit B) setting forth the terms that the Manager is willing to accept. Where the terms

provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on

the Company or the Manager until the Company delivers to the Manager an acceptance by email (or other method mutually agreed to in writing

by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed

to all of the individuals from the Company and the Manager set forth on Exhibit B. The Placement Notice (as amended by the

corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Manager’s acceptance of the terms

of the Placement Notice or upon receipt by the Manager of the Company’s Acceptance, as the case may be, unless and until (i) the

entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second

sentence of the prior paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice

with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions

of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4

below. The termination of the effectiveness of a Placement Notice as set forth in the prior sentence shall not affect or impair any party’s

obligations with respect to any Securities sold hereunder prior to such termination or any Securities sold under any Alternative Distribution

Agreement. It is expressly acknowledged and agreed that neither the Company nor the Manager will have any obligation whatsoever with respect

to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Manager and either (i) the

Manager accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts

such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement

Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement

and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as

amended by the corresponding Acceptance, if applicable) will control.

Placement Notice may be delivered hereunder other than on a Trading Day during the Commitment Period, no Placement Notice may be delivered

hereunder if the Selling Period specified therein may overlap in whole or in part with any Selling Period specified in a Placement Notice

(as amended by the corresponding Acceptance, if applicable) delivered hereunder or under any Alternative Distribution Agreement unless

the Securities to be sold under all such previously delivered Placement Notices have all been sold or all such previously delivered Placement

Notices have been terminated or superseded.

(d)           Notwithstanding

any other provision of this Agreement, any notice required to be delivered by the Company or by the Manager pursuant to this Section 2

may be delivered by telephone (confirmed promptly by email addressed to all of the individuals from the Company and the Manager set forth

on Exhibit B, which confirmation will be promptly acknowledged by the receiving party) or other method mutually agreed to

in writing by the parties. For the avoidance of doubt, notices delivered by telephone shall originate from any of the individuals from

the Company or the Manager set forth on Exhibit B.

SECTION 3        SALE

OF SECURITIES.

(a)            Subject

to the provisions of Sections 2(b) and 6(a), upon the delivery of a Placement Notice (as amended by the corresponding Acceptance,

if applicable), the Manager will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell

the Securities at market prevailing prices up to the amount specified, and otherwise in accordance with the terms of such Placement Notice

(as amended by the corresponding Acceptance, if applicable). The Manager will provide written confirmation to the Company no later than

the opening of the Trading Day immediately following the Trading Day on which it has made sales of Securities hereunder setting forth

the number of Securities sold on such day, the compensation payable by the Company to the Manager pursuant to this Section 3(a) with

respect to such sales, and the Net Proceeds payable to the Company, with an itemization of deductions made by the Manager (as set forth

in Section 6(b)) from the gross proceeds that it receives from such sales. The amount of any commission, discount or other compensation

to be paid by the Company to the Manager, when the Manager is acting as agent, in connection with the sale of the Securities shall be

determined in accordance with the terms set forth in Exhibit C. The amount of any commission, discount or other compensation

to be paid by the Company to the Manager, when the Manager is acting as principal, in connection with the sale of the Securities shall

be as separately agreed among the parties hereto at the time of any such sales.

(b)           The

Securities may be offered and sold by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415

under the Securities Act, including without limitation sales made directly on the NYSE, on any other existing trading market for the Series A

Preferred Stock or to or through a market maker, or subject to the terms of the Placement Notice (as amended by the corresponding Acceptance,

if applicable), by any other method permitted by law, including but not limited to, privately negotiated transactions.

anything to the contrary herein, the Manager shall not sell Series A Preferred Stock at a price higher than the Series A Maximum

Price. For the purposes hereof, the “Series A Maximum Price” shall mean: (a) through November 12, 2029, the

product of (i) $25.00 plus any accrued and unpaid dividends per share to, but excluding, the date of sale and (ii) the sum of

(A) 1.0 and (B) (x) the number of complete years until November 12, 2030 remaining at the date of sale multiplied

by (y) 0.0025; and (b) on November 13, 2029 and thereafter, $25.00 plus any accrued and unpaid dividends per share to,

but excluding, the date of sale.

SECTION 4        SUSPENSION

OF SALES.

The Company or the Manager

may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth

on Exhibit B, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent,

other than via auto-reply) or by telephone (confirmed immediately by email correspondence to each of the individuals of the other party

set forth on Exhibit B), suspend any sale of Securities, and the applicable Selling Period shall immediately terminate; provided,

however, that such suspension and termination shall not affect or impair either party’s obligations with respect to any Securities

sold hereunder prior to the receipt of such notice or any Securities sold under any Alternative Distribution Agreement. The Company agrees

that no such notice under this Section 4 shall be effective against the Manager unless it is made to one of the individuals named

on Exhibit B hereto, as such Exhibit may be amended from time to time. The Manager agrees that no such notice shall be

effective against the Company unless it is made to one of the individuals named on Exhibit B hereto, as such Exhibit may

be amended from time to time; provided that the failure by the Manager to deliver such notice shall in no way effect such party’s

right to suspend the sale of Securities hereunder.

SECTION 5        REPRESENTATIONS

AND WARRANTIES.

(a)

Representations and Warranties of the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally, represent and warrant to the Manager as of the date hereof and as of each Representation Date (as defined below) on which certificates are required to be delivered pursuant to Section 7(o) hereof, as of each Applicable Time and as of each Settlement Date, as follows:

(1)        The

Company satisfies all of the requirements of the Securities Act for use of Form S-3 for the offering of Securities contemplated hereby

and has prepared and filed with the Commission the Registration Statement on Form S-3 (File No. 333-299114). The Registration

Statement has been declared effective by the Commission. No stop order suspending the effectiveness of the Registration Statement has

been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated

against the Company or, to the knowledge of the Company and the Operating Partnership, threatened by the Commission.

(2)        At

the time of filing of the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with

Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant

to Sections 13 or 15(d) of the Exchange Act or form of prospectus), at the earliest time thereafter that the Company or another offering

participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities, on the

date hereof and on each Representation Date, as of each Applicable Time and as of each Settlement Date, the Company was not, is not and

will not be (as the case may be) an “ineligible issuer” (as defined in Rule 405 under the Securities Act).

(3)        The

Registration Statement and the Prospectus, when filed and as of their respective dates, complied in all material respects with the Securities

Act and, if filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securities Act),

was identical to the copies thereof delivered to the Manager for use in connection with the offer and sale of the Securities. The Registration

Statement and any post-effective amendment thereto, at the time it became effective and each deemed effective date with respect to the

Manager pursuant to Rule 430B(f)(2) under the Securities Act and at each Settlement Date, complied and will comply in all material

respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary to make the statements therein not misleading; provided, that no representation or warranty

is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information

furnished to the Company by or on behalf of the Manager specifically for inclusion therein.

(4)        Any

documents incorporated by reference into the Registration Statement and the Prospectus pursuant to Item 12 of Form S-3 (the “Incorporated

Documents”) heretofore filed, when they were filed (or, if any amendment with respect to any such document was filed, when such

amendment was filed), conformed in all material respects with the requirements of the Exchange Act and the rules and regulations

thereunder, and any further Incorporated Documents so filed will, when they are filed, conform in all material respects with the requirements

of the Exchange Act and the rules and regulations thereunder; no such Incorporated Document when it was filed (or, if an amendment

with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted

to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

and no such further Incorporated Document, when it is filed, will contain an untrue statement of a material fact or will omit to state

a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

(5)        The

Prospectus does not and will not, as of its date and on each Representation Date, as of each Applicable Time and as of each Settlement

Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light

of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information

contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company by or

on behalf of the Manager specifically for inclusion therein.

(6)        Each

Issuer Free Writing Prospectus (including, without limitation, any “road show” (as defined in Rule 433 under the Securities

Act) that is a free writing prospectus under Rule 433 under the Securities Act) did not contain an untrue statement of a material

fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made,

not misleading.

(7)        Each

Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act on the date

of first use, and the Company has complied with all of its prospectus delivery and any filing requirements applicable to such Issuer Free

Writing Prospectus pursuant to the Securities Act. The Company has not made any offer relating to the Securities that would constitute

an Issuer Free Writing Prospectus without the prior written consent of the Manager. The Company has retained in accordance with the Securities

Act all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Securities Act.

(8)        The

Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Securities,

will not distribute any offering material in connection with the offering or sale of the Securities other than the Registration Statement

and the Prospectus and any Issuer Free Writing Prospectus to which the Manager has consented, which consent will not be unreasonably withheld

or delayed, or that is required by applicable law or the listing maintenance requirements of the NYSE.

(9)        The

Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and

has the requisite corporate power and authority to own, lease and operate its properties (the “Company Properties”)

and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement thereto) and

to enter into and perform its obligations under this Agreement, and, as the sole member and manager of the General Partner (as defined

below), to cause the Operating Partnership to enter into and perform the Operating Partnership’s obligations under this Agreement.

The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which

such qualification is required, except where the failure to so qualify or to be in good standing would not, individually or in the aggregate,

reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, properties, assets, net

worth, results of operations or prospects of the Company and the Operating Partnership and their subsidiaries, taken as a whole (a “Material

Adverse Effect”).

(10)      The

Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State

of Delaware and has the requisite limited partnership power and authority to own, lease and operate its properties (the “OP Properties”)

and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement thereto) and

to enter into and perform its obligations under this Agreement. The Operating Partnership is duly qualified as a foreign limited partnership

to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure

to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect. Alpine Income Property GP, LLC, a Delaware limited liability company (the “General Partner”), is the sole general

partner of the Operating Partnership. The aggregate percentage interests of the Company and the other limited partners in the Operating

Partnership is as set forth in the Prospectus as of the dates indicated therein. The Amended and Restated Agreement of Limited Partnership

of the Operating Partnership, as amended, has been duly authorized, executed and delivered by the General Partner and is a legally valid

and binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms, except to the extent

enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’

rights generally and (ii) equitable principles being applied at the discretion of a court before which any proceeding may be brought,

except as rights to indemnity and contribution thereunder may be limited by federal or state securities laws.

(11)      Each

subsidiary of the Company and the Operating Partnership has been duly incorporated or formed and is validly existing in good standing

under the laws of the jurisdiction of its incorporation or formation, and each such subsidiary has the requisite corporate or similar

power and authority to own, lease and operate its properties (collectively, with the Company Properties and the OP Properties, the “Properties”)

and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement thereto) and

is duly qualified to transact business and is in good standing in each other jurisdiction in which such qualification is required, except

where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have

a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all of the outstanding shares

of capital stock or other ownership interests of each subsidiary of the Company and the Operating Partnership have been duly authorized

and validly issued, are (as applicable) fully paid and nonassessable and are owned by the Company and the Operating Partnership, directly

or indirectly through subsidiaries, free and clear of any security interests, liens, encumbrances, equities or claims. None of the outstanding

shares of capital stock or other ownership interests of any subsidiary of the Company and the Operating Partnership was issued in violation

of the preemptive or similar rights of the securityholder of such subsidiary.

(12)      The

authorized capitalization of the Company is as set forth in the Registration Statement and the Prospectus as of the dates indicated therein.

All the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable.

None of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or similar rights of any securityholder

of the Company. Except as described in the Registration Statement and the Prospectus, there are no outstanding options, warrants or similar

rights to subscribe for, or contractual obligations to issue, sell, transfer or acquire, any shares of capital stock of the Company or

any securities convertible into or exercisable or exchangeable for any shares of capital stock of the Company. The Securities to be issued

and sold to the Manager by the Company hereunder have been duly authorized and, upon filing of the Second Articles Supplementary with

the SDAT, and the acceptance of record thereof by the SDAT and when issued and delivered to the Manager against full payment therefor

in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. The shares of Common Stock issuable upon conversion

of the Securities in accordance with the terms of the Articles Supplementary have been duly authorized and, when issued and delivered

upon such conversion in accordance with the terms of the Articles Supplementary, will be validly issued, fully paid and nonassessable.

The issuance of the Securities pursuant to this Agreement, and of the shares of Common Stock issuable upon conversion of the Securities,

will be free and clear of any pledge, lien, encumbrance, security interest or other claim created by or known to the Company, and the

issuance and sale of the Securities and the shares of Common Stock to be issued upon conversion of the Securities by the Company are not

subject to preemptive or other similar rights arising by operation of law, under the organizational documents of the Company or under

any agreement to which the Company is a party. The Company has reserved for future issuance a sufficient number of shares of Common Stock

to be issued upon conversion of the Securities. The capital stock of the Company conforms in all material respects to the description

thereof in the Registration Statement, the General Disclosure Package and the Prospectus (or any amendment or supplement thereto).

(13)      All

of the issued and outstanding units of limited partnership interest in the Operating Partnership (“OP Units”) have

been duly authorized for issuance by the Operating Partnership and validly issued. None of the issued and outstanding OP Units have been

issued in violation of the preemptive or other similar rights of any securityholder of the Operating Partnership. All of the issued and

outstanding OP Units were issued in transactions exempt from the registration requirements of the Securities Act and applicable state

securities laws. Except as described in the Registration Statement and the Prospectus, there are no outstanding securities convertible

into or exercisable or exchangeable for any OP Units and there are no outstanding options, rights (preemptive or otherwise) or warrants

to purchase or subscribe for OP Units or any other securities of the Operating Partnership.

(14)      The

Series A Preferred Units to be issued by the Operating Partnership to the Company upon contribution by the Company to the Operating

Partnership of the net proceeds from the sale of the Securities have been or by the first Settlement Date will have been duly authorized

in the Second Amendment and the Third Amendment (together, the “OP LPA Amendment”) to the Amended and Restated Agreement

of Limited Partnership of the Operating Partnership, dated November 26, 2019, as amended, and, when issued and delivered against

payment therefor, the Series A Preferred Units will have been validly issued, and the issuance of such Series A Preferred Units

will not be subject to or in violation of any preemptive or similar rights. The OP Units to be issued by the Operating Partnership upon

conversion of the Series A Preferred Units have been or by the first Settlement Date will have been duly authorized for issuance

upon conversion of the Series A Preferred Units, and when issued upon conversion of the Series A Preferred Units, will be validly

issued, and the issuance of such OP Units will not be subject to or in violation of any preemptive or similar rights.

(15)      Except

as disclosed in the Registration Statement and the Prospectus, the Company has no outstanding stock options or other equity-based awards

of or to purchase shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant

to an equity-based compensation plan or otherwise.

(16)      This

Agreement has been duly authorized, executed and delivered by each of the Company and the Operating Partnership.

(17)      This

Agreement constitutes a valid and binding agreement of the Company and the Operating Partnership, enforceable against the Company and

the Operating Partnership in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,

moratorium or similar laws affecting creditors’ rights generally or by general principles of equity, and except to the extent that

any indemnification and contribution provisions hereof may be limited by federal or state securities laws or public policy considerations

in respect thereof.

(18)      Each

of (i) the First Articles Supplementary, (ii) the Second Articles Supplementary, and (iii) the Third Articles Supplementary

have been duly authorized by the Company.

(19)      Except

as disclosed in the Registration Statement and the Prospectus, the Management Agreement, dated November 26, 2019, as amended by Amendment

No. 1 to Management Agreement dated July 18, 2024, among the Company, the Operating Partnership and the Adviser (as amended,

the “Management Agreement”), remains in full force and effect. The Management Agreement has been duly authorized, executed

and delivered by each of the Company and the Operating Partnership and constitutes a valid and legally binding agreement of the Company

and the Operating Partnership, enforceable against the Company and the Operating Partnership in accordance with its terms, except to the

extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’

rights generally and (ii) equitable principles being applied at the discretion of a court before which any proceeding may be brought,

except as rights to indemnity and contribution thereunder may be limited by federal or state securities laws.

(20)      There

are no legal or governmental proceedings pending or, to the knowledge of the Company and the Operating Partnership, threatened, against

the Company, the Operating Partnership or any of their subsidiaries or to which the Company, the Operating Partnership or any of their

subsidiaries or any of the Properties are subject, that are required to be described in the Registration Statement and the Prospectus

(or any amendment or supplement thereto) but are not described as required. Except as described in the Registration Statement and the

Prospectus, there are no actions, suits, inquiries, proceedings or investigations by or before any court or governmental or other regulatory

or administrative agency or commission pending or, to the knowledge of the Company and the Operating Partnership, threatened against or

involving the Company, the Operating Partnership or any of their subsidiaries, which would, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect or prevent or adversely affect the transactions contemplated by this Agreement, nor, to

the knowledge of the Company and the Operating Partnership, is there any basis for any such action, suit, inquiry, proceeding or investigation.

There are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement

and the Prospectus (or any amendment or supplement thereto) or to be filed as an exhibit to the Registration Statement that are not so

described or filed. Neither the Company nor the Operating Partnership has received notice or been made aware that any other party is in

breach of or default to the Company and the Operating Partnership or the applicable subsidiary under any of such contracts.

(21)      None

of the Company, the Operating Partnership or any of their subsidiaries: is (i) in violation of (A) its articles of incorporation,

bylaws, certificate of formation, limited liability company agreement, certificate of limited partnership, partnership agreement or other

organizational document, (B) any federal, state or foreign law, ordinance, administrative or governmental rule or regulation

applicable to the Company, the Operating Partnership or any of their subsidiaries, or (C) any decree of any federal, state or foreign

court or governmental agency or body having jurisdiction over the Company, the Operating Partnership or any of their subsidiaries, except,

in the case of (B) and (C), for violations that would not, individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect; or (ii) in default in the performance of any obligation, agreement or condition contained in (A) any bond, debenture,

note or any other evidence of indebtedness or (B) any agreement, contract, indenture, lease or other instrument (each of (A) and

(B), an “Existing Instrument”) to which the Company, the Operating Partnership or any of their subsidiaries is a party

or by which any of their properties may be bound, except for such defaults which would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect; and there does not exist any state of facts that constitutes an event of default on the

part of the Company, the Operating Partnership or any of their subsidiaries as defined in such documents or that, with notice or lapse

of time or both, would constitute such an event of default.

(22)      Except

as otherwise disclosed in the Registration Statement or the Prospectus, (i) the Company and the Operating Partnership and their subsidiaries

and the Properties have been and are in compliance with, and none of the Company and the Operating Partnership or their subsidiaries has

any liability under, applicable Environmental Laws (as hereinafter defined), except as would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect, (ii) none of the Company and the Operating Partnership, their subsidiaries, or, to

the knowledge of the Company and the Operating Partnership, the prior owners or occupants of the Properties has at any time released (as

such term is defined in Section 101(22) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended,

42 U.S.C. §§ 9601-9675 (“CERCLA”)) or otherwise disposed of Hazardous Materials (as hereinafter defined)

on, to or from the Properties, except for such releases or dispositions which would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect, (iii) the Company and the Operating Partnership do not intend to use the Properties

other than in compliance with applicable Environmental Laws, except as would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect, (iv) neither the Company nor the Operating Partnership knows of any seepage, leak, discharge,

release, emission, spill, or dumping of Hazardous Materials into waters (including, but not limited to, groundwater and surface water)

on or beneath the Properties, or onto lands owned by the Company and the Operating Partnership or their subsidiaries from which Hazardous

Materials might seep, flow or drain into such waters, except as would not, individually or in the aggregate, reasonably be expected to

have a Material Adverse Effect, (v) none of the Company and the Operating Partnership or their subsidiaries has received any notice

of, and the Company and the Operating Partnership have no knowledge of any occurrence or circumstance which, with notice or passage of

time or both, would give rise to a claim under or pursuant to any Environmental Law with respect to the Properties or arising out of the

conduct of the Company and the Operating Partnership or their subsidiaries, except for such claims which would not, individually or in

the aggregate, reasonably be expected to have a Material Adverse Effect and which would not require disclosure pursuant to Environmental

Laws and (vi) the Properties are not included or, to the knowledge of the Company and the Operating Partnership, proposed for inclusion

on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency or, to the knowledge of

the Company and the Operating Partnership proposed for inclusion on any similar list or inventory issued pursuant to any other applicable

Environmental Law or issued by any other governmental authority. Except as described in the Registration Statement and the Prospectus,

to the knowledge of the Company and the Operating Partnership, there have been no and are no (i) aboveground or underground storage

tanks, (ii) polychlorinated biphenyls (“PCBs”) or PCB-containing equipment, (iii) asbestos or asbestos containing

materials, (iv) lead based paints, (v) dry-cleaning facilities, or (vi) wet lands, in each case in, on, or under any of

the Properties the existence of which has had, or is reasonably expected to have, a Material Adverse Effect.

As used herein,

“Hazardous Material” shall include, without limitation, any flammable explosives, radioactive materials, hazardous

materials, hazardous wastes, toxic substances, including asbestos or any hazardous material as defined by any applicable federal, state

or local environmental law, ordinance, statute, rule or regulation including, without limitation, CERCLA, the Hazardous Materials

Transportation Act, as amended, 49 U.S.C. §§ 5101-5128, the Solid Waste Disposal Act, as amended, 42 U.S.C. §§ 6901-6992k,

the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001-11050, the Toxic Substances Control Act,

15 U.S.C. §§ 2601-2692, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136-136y, the Clean Air

Act, 42 U.S.C. §§ 7401-7671q, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. §§ 1251-1387, the

Safe Drinking Water Act, 42 U.S.C. §§ 300f-300j-26, and the Occupational Safety and Health Act, 29 U.S.C. §§ 651-678,

as any of the above statutes may be amended from time to time, and in the regulations promulgated pursuant to any of the foregoing (including

environmental statutes not specifically defined herein) (individually, an “Environmental Law” and collectively, “Environmental

Laws”) or by any federal, state or local governmental authority having or claiming jurisdiction over the Properties and other

assets described in the Registration Statement and the Prospectus.

(23)      Except

as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and except as described

in the Registration Statement or the Prospectus, to the knowledge of the Company and the Operating Partnership, (i) there has been

no security breach or other security compromise of or relating to the Company’s and the Operating Partnership’s information

technology and computer systems, networks, hardware, software, data, trade secrets, or equipment (collectively, “IT Systems”);

(ii) the Company’s and the Operating Partnership’s IT Systems are adequate in all material respects for, and operate

and perform as required in connection with, the operation of the business of the Company and the Operating Partnership as currently conducted

and are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; and (iii) the

Company and the Operating Partnership are presently in compliance with all applicable laws, regulations, contractual obligations and internal

policies relating to data privacy and security or personally identifiable information.

(24)      Neither

the issuance and sale of the Securities by the Company nor the execution, delivery and performance of this Agreement by the Company and

the Operating Partnership (i) requires any consent, approval, authorization or other order of or registration or filing with, any

court, regulatory body, administrative agency or other governmental body, agency or official, except (A) such as have been already

obtained or may be required under the Securities Act, the Exchange Act, the rules of the NYSE, state securities or Blue Sky laws

and the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and (B) the filing of the

Third Articles Supplementary with the SDAT, (ii) conflicts with or will conflict with or constitutes or will constitute a breach

of, or a default under, the organizational documents of the Company, the Operating Partnership or any of their subsidiaries, (iii) constitutes

or will constitute a breach of, or a default under, any Existing Instrument to which the Company, the Operating Partnership or any of

their subsidiaries is a party or by which any of their properties may be bound, (iv) violates any statute, law, regulation, ruling,

filing, judgment, injunction, order or decree applicable to the Company, the Operating Partnership or any of their subsidiaries or any

of their properties, or (v) results in a breach of, or default or Debt Repayment Triggering Event (as defined below) under, or results

in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership

or any of their subsidiaries pursuant to, or requires the consent of any other party to, any Existing Instrument, except, with respect

to clauses (ii), (iii), (iv) and (v), such conflicts, breaches, defaults, violations, liens, charges or encumbrances that would not,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used herein, a “Debt Repayment

Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder

of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the

repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their

subsidiaries.

(25)      Grant

Thornton LLP, who has certified certain financial statements and supporting schedules incorporated by reference in the Registration Statement

and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the applicable rules and

regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) (the “PCAOB”).

(26)      The

financial statements included in the Registration Statement and the Prospectus, together with the related schedules and notes, present

fairly in all material respects the financial position of the Company at the dates indicated and the results of operations, changes in

equity and cash flows of the Company for the periods specified, and such financial statements have been prepared in conformity with U.S.

generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presented. Except

as included or incorporated by reference in the Registration Statement and the Prospectus, no historical or pro forma financial statements

or supporting schedules are required to be included in the Registration Statement or the Prospectus under the Securities Act. All disclosures

contained or incorporated by reference in the Registration Statement or the Prospectus regarding “non-GAAP financial measures”

(as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under

the Exchange Act and Item 10 of Regulation S-K under the Securities Act, in each case to the extent applicable. The interactive data in

eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly present the information

called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable

thereto.

(27)      Except

as disclosed in the Registration Statement and the Prospectus, since the date of the most recent audited financial statements included

or incorporated by reference in the Registration Statement and the Prospectus (or any amendment or supplement thereto), (i) none

of the Company, the Operating Partnership or any of their subsidiaries has incurred any material liabilities or obligations, indirect,

direct or contingent, or entered into any material transaction that is not in the ordinary course of business; (ii) none of the Company,

the Operating Partnership or any of their subsidiaries has sustained any material loss or interference with its business or properties

from fire, flood, windstorm, accident or other calamity, whether or not covered by insurance; (iii) none of the Company, the Operating

Partnership or any of their subsidiaries is in default under the terms of any class of capital stock or other equity interests or any

outstanding debt obligations; (iv) there has not been any material change in the indebtedness of the Company, the Operating Partnership

or their subsidiaries (other than in the ordinary course of business); and (v) there has not been any change, or any development

or event involving a prospective change that would, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

(28)      The

Company has filed with the Commission a registration statement on Form 8-A providing for the registration under the Exchange Act

of the Series A Preferred Stock, which registration is effective. The Securities have been, or prior to the first Settlement Date

will be, approved for listing on the NYSE. The Company has taken no action designed to, or which is likely to have the effect of, terminating

the registration of the Series A Preferred Stock under the Exchange Act or delisting the Securities from the NYSE, nor has the Company

received any notification that the Commission or the NYSE is contemplating terminating such registration or listing.

(29)      Other

than excepted activity pursuant to Regulation M under the Exchange Act, the Company and the Operating Partnership have not taken, directly

or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute,

under the Securities Act or otherwise, stabilization or manipulation of the price of any securities of the Company to facilitate the sale

or resale of the Securities or for any other purpose.

(30)      The

Company and the Operating Partnership and each of their subsidiaries (A) have paid all federal and material state, local and foreign

taxes (whether imposed directly, through withholding or otherwise and including any interest, additions to tax or penalties applicable

thereto) required to be paid through the date hereof, other than those being contested in good faith by appropriate proceedings and for

which adequate reserves have been provided on the books of the applicable entity, (B) have timely filed all federal and other material

tax returns required to be filed through the date hereof, and all such tax returns are true, correct and complete in all material respects,

and (C) have established adequate reserves for all taxes that have accrued but are not yet due and payable. The charges, accruals

and reserves on the books of the Company and the Operating Partnership and each of their respective subsidiaries in respect of any income

and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional

income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result

in a Material Adverse Effect. No tax deficiency has been asserted against the Company and the Operating Partnership or their subsidiaries,

nor do the Company and the Operating Partnership know of any tax deficiency that could reasonably be asserted and, if determined adversely

to any such entity, could have a Material Adverse Effect.

(31)      Except

as set forth in the Registration Statement and the Prospectus, there are no transactions with “affiliates” (as defined in

Rule 405 under the Securities Act) or any officer, director or securityholder of the Company or the Operating Partnership (whether

or not an affiliate) that are required by the Securities Act to be disclosed in the Registration Statement. Additionally, no relationship,

direct or indirect, exists between the Company or any of its subsidiaries on the one hand, and the directors, officers, stockholders,

borrowers, customers or suppliers of the Company or any of its subsidiaries on the other hand that is required by the Securities Act to

be disclosed in the Registration Statement and the Prospectus that is not so disclosed.

(32)      Neither

the Company nor the Operating Partnership is, or, after giving effect to the offering and sale of the Securities and the application of

the proceeds thereof as described under the caption “Use of Proceeds” in the Prospectus, will be, required to register as

an “investment company” within the meaning of the Investment Company Act.

(33)      The

Company and the Operating Partnership and their subsidiaries have good and marketable title to the Properties, in each case, free and

clear of all security interests, mortgages, pledges, liens, encumbrances, claims or equities of any kind other than those that (A) are

described in the Registration Statement and the Prospectus or (B) do not, individually or in the aggregate, materially affect the

value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company and the

Operating Partnership and their subsidiaries. Except as described in the Registration Statement and the Prospectus or as would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and the Operating Partnership and

their subsidiaries have valid, subsisting and enforceable leases with the tenants of the Properties, (ii) no third party has an option

or right of first refusal to purchase any of the Properties other than those that have been properly waived, (iii) the use and occupancy

of each of the Properties complies with all applicable codes and zoning laws and regulations, and (iv) the Company and the Operating

Partnership have no knowledge of any pending or threatened condemnation or zoning change that will in any material respect affect the

size of, use of, improvements of, construction on, or access to any of the Properties.

(34)      Except

as disclosed in the Registration Statement and the Prospectus, the mortgages and deeds of trust encumbering the Properties are not convertible

nor will the Company, the Operating Partnership or any of their subsidiaries hold a participating interest therein and such mortgages

and deeds of trust are not cross-defaulted or cross-collateralized to any property not owned directly or indirectly by the Company.

(35)      The

Company and the Operating Partnership and their subsidiaries have all permits, licenses, franchises, approvals, consents and authorizations

of governmental or regulatory authorities (hereinafter “permit” or “permits”) as are necessary to

own the Properties and to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to

such qualifications as may be set forth in the Registration Statement and the Prospectus, except where the failure to have obtained any

such permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company and the

Operating Partnership and each of their subsidiaries has operated and is operating its business in material compliance with and not in

material violation of its obligations with respect to each such permit and, to the knowledge of the Company and the Operating Partnership,

no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination of any such permit or result

in any other material impairment of the rights of any such permit.

(36)      The

Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15

and Rule 15d-15 under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable assurances

that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions

are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets,

(iii) access to assets is permitted only in accordance with management’s general or specific authorizations, (iv) the

recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect

to any differences and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in

the Registration Statement and the Prospectus is accurate. Except as described in the Registration Statement and the Prospectus, there

has been no (1) material weakness in the Company’s internal control over financial reporting (whether or not remediated) and

(2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely

to materially affect, the Company’s internal control over financial reporting. The Company maintains “disclosure controls

and procedures” (as defined in Rule 13a-15(e) under the Exchange Act) to the extent required by such rule.

(37)      The

principal executive officer and principal financial officer of the Company have made all certifications required by the Sarbanes-Oxley

Act and any related rules and regulations promulgated by the Commission of which the Company is required to comply, and the statements

contained in each such certification were complete and correct as of the date of their execution. The Company and its subsidiaries are,

and the Company has taken all necessary actions to ensure that the Company’s directors and officers in their capacities as such

are, each in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act and the rules and regulations

of the Commission and the NYSE promulgated thereunder.

(38)      None

of the Company, the Operating Partnership or any of their subsidiaries or, to the knowledge of the Company and the Operating Partnership,

any director, officer, agent, employee or affiliate of the Company and the Operating Partnership, has taken any action, directly or indirectly,

that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended (the “Foreign Corrupt

Practices Act”), and the rules and regulations thereunder or any similar anti-corruption law (collectively, “Anti-Corruption

Laws”), including, without limitation, taking any action in furtherance of an offer, payment, promise to pay or authorization

of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign

official” (as such term is defined in the Foreign Corrupt Practices Act) or any foreign political party or official thereof or any

candidate for foreign political office, in contravention of the Anti-Corruption Laws; the Company and the Operating Partnership and their

subsidiaries and, to the knowledge of the Company and the Operating Partnership, their affiliates have conducted their businesses in compliance

in all material respects with the Anti-Corruption Laws and have instituted and maintain policies and procedures designed to ensure, and

which are reasonably expected to continue to ensure, continued compliance in all material respects therewith.

(39)      None

of the Company, the Operating Partnership or any of their subsidiaries or, to the knowledge of the Company and the Operating Partnership,

any director, officer, agent, employee or affiliate of the Company, the Operating Partnership or any of their subsidiaries is currently

subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”);

and the Company and the Operating Partnership will not directly or indirectly use the proceeds of the offering of the Securities, or lend,

contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose

of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC (a “Sanctioned Person”).

In addition, none of the Company, the Operating Partnership or any of their subsidiaries or, to the knowledge of the Company and the Operating

Partnership, any director, officer, employee, agent or affiliate of the Company and the Operating Partnership, is an individual or entity

currently the subject of any sanctions administered or enforced by OFAC, the United Nations Security Council, the European Union or His

Majesty’s Treasury (collectively, “Sanctions”), nor is the Company, the Operating Partnership or any of their

subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including,

without limitation, Cuba, Iran, North Korea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s

Republic, the Crimea region of Ukraine and the non-government controlled areas of Zaporizhzhia and Kherson (each, a “Sanctioned

Country”). The Company and the Operating Partnership will not, directly or indirectly, use the proceeds of the sale of the Securities,

or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund

or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation,

is a Sanctioned Person or Sanctioned Country, in each case, in any manner that will result in a violation by any person (including any

person participating in the transaction, whether as Manager, underwriter, advisor, investor or otherwise) of Sanctions. Since their inception,

none of the Company, the Operating Partnership or any of their subsidiaries has knowingly engaged in, or is now knowingly engaged in,

any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any

Sanctioned Country.

(40)      The

operations of the Company and the Operating Partnership and their subsidiaries are and have been conducted at all times in compliance

in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting

Act of 1970, as amended, the USA PATRIOT Act of 2001, as amended, or the money laundering statutes of all jurisdictions where the Company

conducts business (the “Anti-Money Laundering Laws”), the rules and regulations thereunder and any related or

similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency.

(41)      The

Company, prior to the date hereof, has not made any offer or sale of securities, which could be “integrated” for purposes

of the Securities Act with the offer and sale of the Securities pursuant to the Registration Statement and the Prospectus.

(42)      Except

as otherwise disclosed in the Registration Statement and the Prospectus, there are no pending or, to the knowledge of the Company and

the Operating Partnership, threatened costs or liabilities associated with Environmental Laws (including, without limitation, any capital

or operating expenditures required for investigation, clean up, closure of the Properties or compliance with Environmental Laws or any

permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(43)      The

Company and the Operating Partnership and their subsidiaries maintain insurance of the types and in the amounts generally deemed adequate

by the Company and the Operating Partnership for the business of the Company and the Operating Partnership and their subsidiaries, all

of which insurance is in full force and effect in all material respects. Without limiting the generality of the foregoing, except as would

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the Company and the Operating

Partnership and their subsidiaries carries or is entitled to the benefits of title insurance on the fee interests with respect to each

Property with insurers of nationally recognized reputability, in an amount not less than such entity’s purchase price for the real

property comprising such Property and as of the date that such entity first acquired the real property comprising such Property, insuring

that such party is vested with good and insurable fee to each such Property.

(44)      Each

of the Company and the Operating Partnership and their subsidiaries owns or has the valid right, title and interest in and to, or has

valid licenses to use, each material trade name, trade and service marks, trade and service mark registrations, patent, patent applications

copyright, licenses, inventions, technology, know-how, approval, trade secret and other similar rights (collectively, “Intellectual

Property”) necessary for the conduct of the business of the Company and the Operating Partnership and their subsidiaries as

now conducted or as proposed in the Prospectus to be conducted. There is no claim pending against the Company, the Operating Partnership

or any of their subsidiaries with respect to any Intellectual Property and none of the Company, the Operating Partnership or their subsidiaries

have received notice or otherwise become aware that any Intellectual Property that such entities use or have used in the conduct of their

business infringes upon or conflicts with the rights of any third party. None of the Company, the Operating Partnership or any of their

subsidiaries has become aware that any Intellectual Property that it uses or has used in the conduct of its business infringes upon or

conflicts with the rights of any third party.

(45)      To

the Company’s knowledge, there are no affiliations or associations between (i) any member of FINRA and (ii) the Company

and the Operating Partnership or any of the Company’s officers, directors, 5% or greater security holders or any beneficial owner

of the Company’s unregistered equity securities that were acquired at any time on or after the 180th day immediately preceding the

date hereof, except as otherwise disclosed in the Registration Statement and the Prospectus.

(46)      Except

as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) each “employee

benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, including

the regulations and published interpretations thereunder (“ERISA”) established or maintained by the Company and the

Operating Partnership and their subsidiaries (each, a “Plan”) are in compliance with ERISA and all other applicable

state and federal laws; (ii) no “reportable event” (as defined in Section 4043(c) of ERISA) has occurred or

is reasonably expected to occur with respect to each Plan; (iii) no “employee benefit plan” established or maintained

by the Company, the Operating Partnership or their subsidiaries, if such “employee benefit plan” were terminated, would have

any “amount of unfunded benefit liabilities” (as defined in ERISA); (iv) none of the Company, the Operating Partnership

or any of their subsidiaries has incurred or reasonably expects to incur, any liability under (A) Title IV of ERISA with respect

to termination of, or withdrawal from, any Plan or (B) Sections 412, 4971, 4975 or 4980B of the Internal Revenue Code of 1986, as

amended (the “Code”) in respect of a Plan; and (v) each Plan that is intended to be qualified under Section 401(a) of

the Code is so qualified and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the

loss of such qualification.

(47)      The

Company and the Operating Partnership and their subsidiaries have good and marketable title to all personal property owned by them, in

each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially

interfere with the use made and proposed to be made of such personal property by the Company and the Operating Partnership and their subsidiaries

or (ii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(48)      Except

as described in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or any of their subsidiaries

is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim

against the Company, the Operating Partnership or any of their subsidiaries or the Manager for a brokerage commission, finder’s

fee or like payment in connection with the offering and sale of the Securities.

(49)      Other

than as disclosed in the Registration Statement and the Prospectus, no person has the right to require the Company or any of its subsidiaries

to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission

or the issuance and sale of the Securities.

(50)      Nothing

has come to the attention of the Company and the Operating Partnership that has caused the Company and the Operating Partnership to believe

that the statistical and market-related data included or incorporated by reference in the Registration Statement and the Prospectus are

not based on or derived from sources that are reliable and accurate in all material respects and, to the extent required, the Company

has obtained the written consent to the use of such data from such sources.

(51)      Commencing

with its short taxable year ended December 31, 2019, the Company has been organized and has operated in conformity with the requirements

for qualification and taxation as real estate investment trust (“REIT”) under the Code, and the Company’s current

and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the

Code for its taxable year ending December 31, 2026 and thereafter. All statements regarding the Company’s qualification and

taxation as a REIT and descriptions of the Company’s organization and method of operation set forth in the Registration Statement

and the Prospectus are true, complete and correct in all material respects.

(52)      Except

as disclosed in the Registration Statement and the Prospectus, neither the Company nor the Operating Partnership is a party to or otherwise

bound by any instrument or agreements that limits or prohibits (whether with or without the giving of notice or the passage of time or

both), directly or indirectly, the Company or the Operating Partnership from paying any dividends or making other distributions on its

capital stock or partnership interests.

(53)

No subsidiary of the Company and the Operating Partnership is currently prohibited, directly or indirectly, under any agreement

or other instrument to which it is a party or is subject, from paying any dividends to the Company or the Operating Partnership or from

making any other distribution on such subsidiary’s capital stock or similar ownership interest, except as described in the Registration

Statement or the Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(54)      The

Company meets the definition of the term “experienced issuer” specified in FINRA Conduct Rule 5110(j)(6) as of the

date of this Agreement.

(55)      Except

as described in the Registration Statement and the Prospectus, the Company does not (i) have any material lending or other relationship

with the Manager or any affiliate of the Manager or (ii) intend to use any of the proceeds from the sale of the Securities to repay

any outstanding debt owed to the Manager or any affiliate of the Manager.

(56)      The

statements included in the Registration Statement and the Prospectus under the headings “Description of the Series A Preferred

Stock,” “Description of Capital Stock,” “Certain Provisions of Maryland Law and of Our Charter and Bylaws,”

“Material U.S. Federal Income Tax Considerations,” and “Plan of Distribution,” insofar as such statements summarize

legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements,

documents or proceedings in all material respects.

(57)      No

securities issued by the Company, the Operating Partnership or any of their subsidiaries are rated by a “nationally recognized statistical

rating organization,” as such term is defined under Section 3(a)(62) of the Exchange Act; provided, however,

that the foregoing shall not apply to any rating assigned to any loan investment (or any participation interest therein) held, originated

or sold by the Company, the Operating Partnership or any of their subsidiaries.

Any certificate signed by

any officer or any authorized representative of the Company or the Operating Partnership and delivered to the Manager or to counsel for

the Manager shall be deemed a representation and warranty by the Company or the Operating Partnership, as the case may be, to the Manager

as to the matters covered thereby as of the date or dates indicated on such certificate.

(b)

Representations and Warranties of the Adviser. The Adviser represents and warrants to the Manager as of the date hereof and as of each Representation Date on which certificates are required to be delivered pursuant to Section 7(o) hereof, as of each Applicable Time and as of each Settlement Date, as follows:

(1)        The

information regarding the Adviser in the Registration Statement and the Prospectus is true and correct in all material respects.

(2)        The

Adviser has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware

and has the limited liability company power and authority to own, lease and operate its properties and to conduct its business as described

in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement and the Management

Agreement, and the Adviser is duly qualified as a foreign limited liability company to transact business and is in good standing in each

other jurisdiction in which such qualification is required, except where the failure to so qualify or to be in good standing would not,

individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise),

business, properties, assets, net worth, results of operations or prospects of the Adviser (an “Adviser Material Adverse Effect”).

(3)        This

Agreement has been duly authorized, executed and delivered by the Adviser.

(4)        The

Management Agreement has been duly authorized, executed and delivered by the Adviser and constitutes a valid and binding agreement of

the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent that enforceability may be limited by

(i) the application of bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally

and (ii) general equitable principles being applied at the discretion of a court before which any proceeding may be brought, except

as to rights to indemnity and contribution thereunder may be limited by federal or state securities laws.

(5)        The

Adviser is not (i) in violation of its organizational documents or (ii) in default in the performance or observance of any obligation,

agreement, covenant or condition contained in any agreements to which it is bound, or which any of its property or assets is subject,

except, in the case of (ii) above, for such defaults that would not, individually or in the aggregate, reasonably be expected to

result in an Adviser Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions

contemplated herein and compliance by the Adviser with its obligations hereunder do not and will not, whether with or without the giving

of notice or passage of time or both, conflict with or constitute a breach of, or default or Debt Repayment Triggering Event under, or

result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser pursuant to any agreement

to which the Adviser is bound or to which any of its properties or assets is subject (except for such conflicts, breaches, defaults or

Debt Repayment Triggering Events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected

to result in an Adviser Material Adverse Effect), nor will such action result in any violation of the provisions of the organizational

documents of the Adviser or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government

instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or any of its properties or assets.

(6)        The

Adviser is in compliance with all applicable federal, state, local and foreign laws, rules, regulations, orders, decrees and judgments,

except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, an Adviser Material

Adverse Effect.

(7)        Except

as disclosed in the Registration Statement or the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or

brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Adviser, threatened,

against or affecting the Adviser that would, individually or in the aggregate, reasonably be expected to result in an Adviser Material

Adverse Effect, or that would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated

in this Agreement and the Management Agreement or the performance by the Adviser of its obligations hereunder or thereunder.

(8)        Neither

the Adviser nor any member, officer, or employee of the Adviser nor, to the knowledge of the Adviser, any agent, affiliate or other person

associated with or acting on behalf of the Adviser has: (A) used any funds for any unlawful contribution, gift, entertainment or

other unlawful expense relating to political activity; (B) made or taken an act in furtherance of an offer, promise or authorization

of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including

of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for

or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (C) violated or

is in violation of any provision of the Anti-Corruption Laws; or (D) made, offered, agreed, requested or taken an act in furtherance

of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other

unlawful or improper payment or benefit. The Adviser has instituted, maintains and enforces, and will continue to maintain and enforce,

policies and procedures designed to promote and ensure compliance with the Anti-Corruption Laws.

(9)        The

operations of the Adviser are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting

requirements, including those of the Anti-Money Laundering Laws of all jurisdictions having jurisdiction over the Adviser, and no action,

suit or proceeding by or before any governmental agency, authority or body involving the Adviser with respect to the Anti-Money Laundering

Laws of any jurisdiction having jurisdiction over the Adviser is pending or, to the knowledge of the Adviser, threatened.

(10)      No

filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental

authority or agency is necessary or required for the performance by the Adviser of its obligations hereunder, in connection with the offering

or the consummation of the transactions contemplated by this Agreement and the Management Agreement, except such as have been already

obtained or as may be required under the Securities Act or state securities laws or as are described in the Registration Statement or

the Prospectus.

(11)      The

Adviser possesses all licenses, certificates, permits and other authorizations issued by, and has made all declarations and filings with,

the appropriate federal, state, local or foreign governmental agency, authority or body having jurisdiction over the Adviser that are

necessary for the ownership or lease of its properties or assets or the conduct of its business as currently conducted and described in

the Registration Statement and the Prospectus, except where the failure to possess or make the same would not reasonably be expected to

have, singly or in the aggregate, an Adviser Material Adverse Effect. Except as described in the Registration Statement and the Prospectus,

the Adviser has not received any notice or is otherwise aware of any revocation or modification of any such license, certificate, permit

or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary

course, except where such revocation, modification or non-renewal would not reasonably be expected to have, singly or in the aggregate,

an Adviser Material Adverse Effect.

(12)      The

execution, delivery and performance by the Adviser of this Agreement and the Management Agreement and the consummation of the transactions

contemplated by this Agreement and the Management Agreement will not (A) conflict with or result in a breach or violation of any

of the terms or provisions of, or constitute a default under, or result in the acceleration of any obligation under, or the creation or

imposition of any lien, charge or encumbrance upon any properties or assets of the Adviser pursuant to, any agreement or instrument to

which the Adviser is a party or by which the Adviser is bound or to which any of the properties or assets of the Adviser is subject, (B) result

in any violation of the provisions of the certificate of formation or limited liability company agreement of the Adviser or (C) result

in the violation of any law or statute applicable to the Adviser or any judgment, order, rule or regulation of any governmental agency,

authority or body having jurisdiction over the Adviser or any of its properties or assets, except, in the case of clauses (A) and

(C) above, for any such conflict, breach, violation, default, acceleration, lien, charge or encumbrance that would not reasonably

be expected to have, singly or in the aggregate, an Adviser Material Adverse Effect.

(13)      The

Adviser has not been notified that any current executive officer of the Company or the Adviser plans to terminate his, her or their employment

with his, her or their current employer. Neither the Adviser nor, to the knowledge of the Company, any executive officer or key employee

of the Company or the Adviser, is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement

that would be violated by the present or proposed business activities of the Company or the Adviser as described in the Registration Statement

and the Prospectus.

(14)      The

Adviser has access to the personnel and other resources necessary for the performance of the duties of the Adviser set forth in the Management

Agreement and as disclosed in the Registration Statement and the Prospectus.

(15)      The

Adviser operates a system of internal controls sufficient to provide reasonable assurance that (A) transactions that may be effectuated

by it on behalf of the Company and the Operating Partnership and their subsidiaries pursuant to its duties set forth in the Management

Agreement will be executed in accordance with management’s general or specific authorization and (B) access to the Company’s

or the Operating Partnership’s assets is permitted only in accordance with management’s general or specific authorization.

(16)      The

Adviser is insured by insurers with appropriately rated claims paying abilities against such losses and risks and in such amounts as are

prudent and customary for the businesses in which the Adviser is engaged; all policies of insurance and fidelity or surety bonds insuring

the Adviser or its business, assets, employees, officers and directors are in full force and effect; and the Adviser has not been refused

any insurance coverage sought or applied for.

(17)      The

Adviser (including its agents and representatives, other than the Manager in its capacity as such) has not prepared, used, authorized,

approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined

in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities.

(18)      The

Adviser has not taken, and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might

reasonably be expected to cause or result in or constitute, under the Securities Act or otherwise, stabilization or manipulation of the

price of any security of the Company and the Operating Partnership to facilitate the sale or resale of the Securities or for any other

purpose.

Any certificate signed by

any officer or any authorized representative of the Adviser and delivered to the Manager or to counsel for the Manager shall be deemed

a representation and warranty by the Adviser to the Manager as to the matters covered thereby as of the date or dates indicated on such

certificate.

SECTION 6        SALE

AND DELIVERY; SETTLEMENT.

(a)            Sale

of Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein

set forth, upon the Manager’s acceptance of the terms of a Placement Notice or upon receipt by the Manager of an Acceptance, as

the case may be, and unless the sale of the Securities described therein has been declined, suspended, or otherwise terminated in accordance

with the terms of this Agreement, the Manager will use its commercially reasonable efforts consistent with its normal trading and sales

practices to sell such Securities at market prevailing prices up to the amount specified, and otherwise in accordance with the terms of

such Placement Notice (as amended by the corresponding Acceptance, if applicable). Each of the Company and the Operating Partnership acknowledges

and agrees that (i) there can be no assurance that the Manager will be successful in selling Securities, (ii) the Manager will

incur no liability or obligation to the Company, the Operating Partnership or any other person or entity if it does not sell Securities

for any reason other than a failure by the Manager to use its commercially reasonable efforts consistent with its normal trading and sales

practices to sell such Securities as required under this Section 6 and (iii) the Manager shall be under no obligation to purchase

Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Manager in the Placement Notice (as amended

by the corresponding Acceptance, if applicable).

(b)            Settlement

of Securities. Unless otherwise specified in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable),

settlement for sales of Securities will occur on the first (1st) Trading Day (or such earlier day as is industry practice for regular-way

trading) following the date on which such sales are made (each, a “Settlement Date”). The amount of proceeds to be

delivered to the Company on a Settlement Date against receipt of the Securities sold will be equal to the aggregate offering price received

by the Manager at which such Securities were sold, after deduction for (i) the Manager’s commission, discount or other compensation

for such sales payable by the Company pursuant to Section 3 hereof, (ii) any other amounts due and payable by the Company to

the Manager hereunder pursuant to Section 8(a) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory

organization in respect of such sales (the “Net Proceeds”).

of Securities. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the

Securities being sold by crediting the Manager’s or its designee’s account (provided the Manager shall have given the Company

written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian

System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable,

transferable, registered shares in good deliverable form. On each Settlement Date, the Manager will deliver the related Net Proceeds in

same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer

agent (if applicable), defaults in its obligation to deliver Securities on a Settlement Date, the Company agrees that in addition to and

in no way limiting the rights and obligations set forth in Section 10(a) and Section 11 hereto, it will (i) hold the

Manager harmless against any loss, liability, claim, damage, or expense whatsoever (including reasonable legal fees and expenses), as

incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to

the Manager any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. If the

Manager breaches this Agreement by failing to deliver the applicable Net Proceeds on any Settlement Date for Securities delivered by the

Company, the Manager will pay the Company interest based on the effective overnight federal funds rate until such proceeds, together with

interest, have been fully paid.

(d)            Denominations;

Registration. The Securities shall be in such denominations and registered in such names as the Manager may request in writing at

least one full business day before the Settlement Date. The Company shall deliver the Securities, if any, through the facilities of The

Depository Trust Company as described in the preceding paragraphs unless the Manager shall otherwise instruct.

(e)            Limitations

on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Securities, if after giving effect

to the sale of such Securities, the aggregate offering price of the Securities sold pursuant to this Agreement would exceed the lesser

of (A) together with all sales of Securities under this Agreement and each of the Alternative Distribution Agreements, the Maximum

Amount, (B) the amount available for offer and sale under the currently effective Registration Statement, and (C) the amount

authorized from time to time to be issued and sold under this Agreement by the Company and notified to the Manager in writing. Under no

circumstances shall the Company cause or request the offer or sale of any Securities pursuant to this Agreement at a price lower than

the minimum price authorized from time to time by the Company and notified to the Manager in writing. Further, under no circumstances

shall the aggregate offering price of Securities sold pursuant to this Agreement and the Alternative Distribution Agreements, including

any separate underwriting or similar agreement covering principal transactions described in Section 1 of this Agreement and the Alternative

Distribution Agreements, exceed the Maximum Amount.

(f)            Limitation

on Managers. The Company agrees that any offer to sell, any solicitation of an offer to buy or any sales of Securities shall only

be effected by or through only the Manager or the respective Alternative Manager on any single given day, but in no event more than one

(the “Current Manager”), and the Company shall in no event request that the Manager and one or more of the Alternative

Managers sell Securities on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the

exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales

solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities

for the accounts of such persons, (b) such limitation shall not apply on any day during which no sales are made pursuant to this

Agreement and (c) such limitation shall not apply if, prior to any such request to sell Securities, all Securities the Company has

previously requested the Manager to sell have been sold or the applicable Placement Notice has been terminated or superseded. Notwithstanding

the foregoing, a sale may be effected by a second Manager (the “Second Manager”) on a single given day if (i) such

sale is executed pursuant to a single privately negotiated transaction, which may include a block trade (a “Single Negotiated

Transaction”), and (ii) the Company notifies the applicable Current Manager that a Second Manager was appointed to execute

such Single Negotiated Transaction.

(g)            Notwithstanding

any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Securities and,

by notice to the Manager given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any

Securities, and the Manager shall not be obligated to offer or sell any Securities, (i) during any period in which the Company is,

or reasonably could be deemed to be, in possession of material non-public information, (ii) at any time during the period commencing

on the 10th business day prior to the date (each, an “Announcement Date”) on which the Company issues a press release

containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”),

(iii) except as provided in Section 6(h) below, at any time from and including an Announcement Date through and including

the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K

that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings

Announcement; provided that, unless otherwise agreed between the Company and the Manager for purposes of (i) and (ii) above,

such period shall be deemed to end at the relevant Filing Time.

(h)            If

the Company wishes to offer, sell or deliver Securities at any time during the period from and including an Announcement Date through

and including time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Manager

(with a copy to its counsel) a Current Report on Form 8-K which shall include substantially the same financial and related information

as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’

quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Manager, (ii) provide

the Manager with the officers’ certificate, opinions/letters of counsel and accountants’ letter called for by Sections 7(o),

(p), (q), (r), and (s) hereof; respectively, (iii) afford the Manager the opportunity to conduct a due diligence review in accordance

with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission. The provisions of clause (ii) of Section 6(g) shall

not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the

time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the Filing

Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K under the Exchange Act, as the case may be.

For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel

and accountants’ letter pursuant to this Section 6(h) shall not relieve the Company from any of its obligations under

this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including,

without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and accountants’ letters

as provided in Section 7 hereof and (B) other than as set forth in this Section 6(h), this Section 6(h) shall

in no way affect or limit the operation of the provisions of clauses (i) and (iii) of Section 6(h), which shall have independent

application.

SECTION 7         COVENANTS

OF THE COMPANY AND THE OPERATING PARTNERSHIP.

Each of the Company and the

Operating Partnership jointly and severally covenants with the Manager as follows:

(a)            Registration

Statement Amendments. After the date of this Agreement and during any Selling Period or period in which a Prospectus relating to any

Securities is required to be delivered by the Manager under the Securities Act (including in circumstances where such requirement may

be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will promptly notify the Manager of the time when

any subsequent amendment to the Registration Statement, other than documents incorporated by reference therein, has been filed with the

Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the

Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional

information; (ii) the Company will prepare and file with the Commission, promptly upon the Manager’s request, any amendments

or supplements to the Registration Statement or Prospectus that, in the reasonable opinion of the Manager may be necessary or advisable

in connection with the distribution of the Securities by the Manager (provided, however, that the failure of the Manager

to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Manager’s right to rely

on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will

not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference into

the Registration Statement, relating to the Securities or a security convertible into the Securities unless a copy thereof has been submitted

to the Manager within a reasonable period of time before the filing and the Manager has not reasonably objected thereto (provided,

however, that the failure of the Manager to make such objection shall not relieve the Company of any obligation or liability hereunder,

or affect the Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in

this Agreement); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated

by reference into the Registration Statement, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under

the Securities Act (without reliance on Rule 424(b)(8)).

(b)            Notice

of Commission Stop Orders. The Company will advise the Manager, promptly after it receives notice or obtains knowledge thereof, of

the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or

of any other order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, or of the suspension of the

qualification of the Securities for offering or sale in any jurisdiction or of the loss or suspension of any exemption from any such qualification,

or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of

the Securities Act concerning the Registration Statement or if the Company becomes the subject of a proceeding under Section 8A of

the Securities Act in connection with the offering of the Securities. The Company will use its commercially reasonable efforts to prevent

the issuance of any stop order, the suspension of any qualification of the Securities for offering or sale and any loss or suspension

of any exemption from any such qualification, and if any such stop order is issued or any such suspension or loss occurs, to obtain the

lifting thereof at the earliest possible moment.

of Registration Statement and Prospectus. The Company will furnish to the Manager and its counsel (at the expense of the Company)

copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments and

supplements to the Registration Statement or Prospectus, and any Issuer Free Writing Prospectuses, that are filed with the Commission

during any Selling Period or period in which a Prospectus relating to the Securities is required to be delivered under the Securities

Act, in such quantities and at such locations as the Manager may from time to time reasonably request; provided, however,

that the Company shall not be required to furnish any document (other than the Prospectus) to the Manager to the extent such document

is available on EDGAR. The copies of the Registration Statement and the Prospectus and any supplements or amendments thereto furnished

to the Manager will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except

to the extent permitted by Regulation S-T.

(d)            Continued

Compliance with Securities Laws. If at any time during any Selling Period or period when a Prospectus is required by the Securities

Act or the Exchange Act to be delivered in connection with a pending sale of the Securities (including, without limitation, pursuant to

Rule 172), any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the

Manager or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an

untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements

therein not misleading, (ii) amend or supplement the Prospectus in order that the Prospectus will not include any untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the

circumstances existing at the time it is delivered to a purchaser, or (iii) amend the Registration Statement or amend or supplement

the Prospectus in order to comply with the requirements of the Securities Act, the Company will promptly notify the Manager to suspend

the offering of Securities during such period and the Company will promptly prepare and file with the Commission such amendment or supplement

as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements,

and the Company will furnish to the Manager such number of copies of such amendment or supplement as the Manager may reasonably request.

If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of

which such Issuer Free Writing Prospectus conflicted, conflicts or would conflict with the information contained in the Registration Statement

or the Prospectus or included, includes or would include an untrue statement of a material fact or omitted, omits or would omit to state

a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, prevailing

at that subsequent time, not misleading, the Company will promptly notify the Manager to suspend the offering of Securities during such

period and the Company will, subject to Section 7(a) hereof, promptly amend or supplement, at its own expense, such Issuer Free

Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(e)            Blue

Sky and Other Qualifications. The Company will use its best efforts, in cooperation with the Manager, to qualify the Securities for

offering and sale, or to obtain an exemption for the Securities to be offered and sold, under the applicable securities laws of such states

and other jurisdictions (domestic or foreign) as the Manager may designate and to maintain such qualifications and exemptions in effect

for so long as required for the distribution of the Securities (but in no event for less than one year from the date of this Agreement);

provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify

as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation

in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities

have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction

to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Securities

(but in no event for less than one year from the date of this Agreement).

(f)            Rule 158.

The Company will make generally available to its securityholders as soon as practicable an earnings statement for the purposes of,

and to provide to the Manager the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act and Rule 158.

(g)           Use

of Proceeds. The Company and the Operating Partnership will use the Net Proceeds received by them from the sale of the Securities

in the manner specified in the Prospectus under “Use of Proceeds.”

(h)            Listing.

During any Selling Period or any period in which the Prospectus relating to the Securities is required to be delivered by the Manager

under the Securities Act with respect to a pending sale of the Securities (including in circumstances where such requirement may be satisfied

pursuant to Rule 172 under the Securities Act), the Company will use its commercially reasonable efforts to cause the Securities

to be listed on the NYSE.

(i)            Filings

with the NYSE. The Company will timely file with the NYSE all material documents and notices required by the NYSE of companies that

have or will issue securities that are traded on the NYSE.

(j)            Reporting

Requirements. The Company, during any Selling Period or period when the Prospectus is required to be delivered under the Securities

Act and the Exchange Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities

Act), will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by

the Exchange Act.

(k)            Notice

of Other Sales. During any Selling Period, the Company shall provide the Manager notice as promptly as reasonably possible (and, in

any event, at least two (2) business days) before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise

disposes of any shares of Series A Preferred Stock (other than Securities offered pursuant to the provisions of this Agreement or

the Alternative Distribution Agreements) or securities convertible into or exchangeable for Series A Preferred Stock, warrants or

any rights to purchase or acquire shares of Series A Preferred Stock; provided, that such notice shall not be required in

connection with (i) the issuance, grant or sale of Series A Preferred Stock, options to purchase shares of Series A Preferred

Stock or shares of Series A Preferred Stock issuable upon the exercise of options or other equity awards pursuant to any stock option,

stock bonus or other stock or compensatory plan or arrangement described in the Prospectus, including shares of Series A Preferred

Stock issuable upon redemption of OP Units, (ii) the issuance of securities in connection with an acquisition, merger or sale or

purchase of assets, or (iii) the issuance or sale of shares of Series A Preferred Stock pursuant to any dividend reinvestment

plan that the Company may adopt from time to time, provided the implementation of such dividend reinvestment plan is disclosed to the

Manager in advance.

(l)            Change

of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice

or sell Securities, advise the Manager promptly after it shall have received notice or obtained knowledge thereof, of any information

or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to the Manager

pursuant to this Agreement.

(m)           Due

Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Manager or its respective

agents in connection with the transactions contemplated hereby, including, without limitation, providing information and making available

documents and senior officers, during regular business hours and at the Company’s principal offices, as the Manager may reasonably

request.

(n)            Disclosure

of Sales. The Company will disclose in its Quarterly Reports on Form 10-Q and in its Annual Report on Form 10-K in respect

of any quarter in which sales of Securities were made under this Agreement, and/or, at the Company’s option, in a Current Report

on Form 8-K, the number of Securities sold under this Agreement and any Alternative Distribution Agreement, the Net Proceeds to the

Company and the compensation payable by the Company with respect to such sales.

(o)            Representation

Dates; Certificates. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time

Securities are delivered to the Manager as principal on a Settlement Date and each time the Company:

(i)            files

the Prospectus relating to the Securities or amends or supplements the Registration Statement or the Prospectus relating to the Securities

by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration

Statement or the Prospectus relating to the Securities;

(ii)           files

an Annual Report on Form 10-K under the Exchange Act;

(iii)          files

a Quarterly Report on Form 10-Q under the Exchange Act; or

(iv)          files

a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish”

information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to

the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards

No. 144) under the Exchange Act (each such date of filing of one or more of the documents referred to in clauses (1)(i) through

(iv) shall be a “Representation Date”), each of the Company and the Adviser shall furnish the Manager with certificates,

in the form attached as Exhibits D-1 and D-2 hereto as promptly as possible and in no event later than three (3) Trading

Days after any Representation Date. The requirement to provide certificates under this Section 7(o) shall be waived for any

Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending,

which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar

quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall

not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if

the Company subsequently decides to sell Securities following a Representation Date when the Company relied on such waiver and did not

provide the Manager with certificates under this Section 7(o), then before the Company delivers the Placement Notice or the Manager

sells any Securities, the Company and the Adviser shall provide the Manager with certificates, in the form attached as Exhibits D-1

and D-2 hereto, dated the date of the Placement Notice.

(p)            Opinion

of Counsel for Company. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time

Securities are delivered to the Manager as principal on a Settlement Date, and as promptly as possible and in no event later than three

(3) Trading Days after each Representation Date with respect to which the Company and the Adviser are obligated to deliver certificates

in the form attached as Exhibits D-1 and D-2 hereto for which no waiver is applicable, the Company shall cause to be furnished

to the Manager a written opinion and a 10b-5 statement of Vinson & Elkins L.L.P., counsel for the Company, in form and substance

satisfactory to the Manager and its counsel, dated the date that the opinion and 10b-5 statement is required to be delivered, substantially

similar to the form attached hereto as Exhibit E, modified, as necessary, to relate to the Registration Statement and the

Prospectus as then amended or supplemented.

(q)            Opinion

of Tax Counsel. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities

are delivered to the Manager as principal on a Settlement Date, and as promptly as possible and in no event later than three (3) Trading

Days after each Representation Date with respect to which the Company and the Adviser are obligated to deliver certificates in the form

attached as Exhibits D-1 and D-2 hereto for which no waiver is applicable, the Company shall cause to be furnished to the

Manager a written opinion of Vinson & Elkins L.L.P., tax counsel for the Company, in form and substance satisfactory to the Manager

and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F,

modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented.

(r)            Maryland

Counsel Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time

Securities are delivered to the Manager as principal on a Settlement Date, and as promptly as possible and in no event later than three

(3) Trading Days after each Representation Date with respect to which the Company and the Adviser are obligated to deliver certificates

in the form attached as Exhibits D-1 and D-2 hereto for which no waiver is applicable, the Manager shall have received the

favorable opinion of Venable LLP, Maryland counsel for the Company, dated the date that the opinion is required to be delivered, substantially

similar to the form attached hereto as Exhibit G, modified, as necessary, to relate to the Registration Statement and the

Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation

Dates, any such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under

this Section 7(r) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion

shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

(s)            Comfort

Letters. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities

are delivered to the Manager as principal on a Settlement Date, and as promptly as possible and in no event later than three (3) Trading

Days after each Representation Date with respect to which the Company and the Adviser are obligated to deliver certificates in the form

attached as Exhibits D-1 and D-2 hereto for which no waiver is applicable, the Company shall cause its independent accountants

to furnish the Manager a letter (a “Comfort Letter”), dated the date the Comfort Letter is delivered, in form and substance

satisfactory to the Manager, (i) confirming that they are an independent registered public accounting firm within the meaning of

the Securities Act, the Exchange Act and the PCAOB, (ii) stating, as of such date, the conclusions and findings of such firm with

respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters

in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating

the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such

date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of

such letter.

(t)            Market

Activities. Neither the Company nor the Operating Partnership will, directly or indirectly, (i) take any action designed to cause

or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any

security of the Company to facilitate the sale or resale of the Securities or (ii) sell, bid for, or purchase the Securities to be

issued and sold pursuant to this Agreement, or pay anyone any compensation for soliciting purchases of the Securities to be issued and

sold pursuant to this Agreement other than the Manager; provided, however, that the Company may bid for and purchase shares

of its Common Stock in accordance with Rule 10b-18 under the Exchange Act.

(u)            Compliance

with Laws. The Company, the Operating Partnership and each of their subsidiaries shall maintain, or cause to be maintained, all material

environmental permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses

as described in the Prospectus, and the Company and each of its subsidiaries shall conduct their businesses, or cause their businesses

to be conducted, in substantial compliance with such permits, licenses and authorizations and with applicable Environmental Laws, except

where the failure to maintain or be in compliance with such permits, licenses and authorizations could not reasonably be expected to have

a Material Adverse Effect.

(v)            Securities

Act and Exchange Act. The Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act

and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Securities

as contemplated by the provisions hereof and the Prospectus.

(w)           No

Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in

writing by the Company and the Manager in its capacity as principal or agent hereunder, the Company (including its agents and representatives,

other than the Manager as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any free writing

prospectus relating to the Securities to be sold by the Manager as principal or agent hereunder.

(x)            The

Company will duly authorize, execute and deliver the OP LPA Amendment prior to the first Settlement Date.

(y)            Qualification

and Taxation as a REIT. The Company will use its best efforts to continue to qualify for taxation as a REIT under the Code for its

taxable year ending December 31, 2026, and thereafter, and will not take any action to revoke or otherwise terminate the Company’s

REIT election, unless the Company’s board of directors determines in good faith that it is no longer in the best interests of the

Company and its stockholders to be so qualified.

(z)            Renewal

of Registration Statement. The date of this Agreement is not more than three years subsequent to the initial effective date of the

Registration Statement (the “Renewal Date”). If, immediately prior to the Renewal Date, this Agreement has not terminated

and a prospectus is required to be delivered or made available by the Manager under the Securities Act or the Exchange Act in connection

with the sale of such Securities, the Company will, prior to the Renewal Date, file, if it has not already done so, a new shelf registration

statement or, if applicable, an automatic shelf registration statement relating to such Securities, and, if such registration statement

is not an automatic shelf registration statement, will use its best efforts to cause such registration statement to be declared effective

within 180 days after the Renewal Date, and will take all other reasonable actions necessary or appropriate to permit the public offer

and sale of such Securities to continue as contemplated in the expired registration statement relating to such Securities. References

herein to the “Registration Statement” shall include such new shelf registration statement or automatic shelf registration

statement, as the case may be.

(aa)

Rights to Refuse Purchase. If, to the knowledge of the Company, all filings required by Rule 424 under the Securities Act

in connection with the offering of the Securities shall not have been made or the representations and warranties of the Company and the

Operating Partnership in Section 5 hereof shall not be true and correct on any applicable Settlement Date, the Company will offer

to any person who has agreed to purchase Securities from the Company as a result of an offer to purchase solicited by the Manager the

right to refuse to purchase and pay for such Securities.

(bb)

Conversion Shares. For so long as any of the Securities are outstanding, the Company will reserve a sufficient number of shares

of Common Stock to satisfy the conversion of such outstanding Securities into shares of Common Stock in accordance with the terms of the

Articles Supplementary.

SECTION 8        PAYMENT

OF EXPENSES.

(a)            Expenses.

The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation,

printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment

and supplement thereto, (ii) the preparation, issuance and delivery of the certificates for the Securities to the Manager, including

any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery

of the Securities to the Manager, (iii) the fees and disbursements of the counsel, accountants and other advisors to the Company,

(iv) the qualification or exemption of the Securities under securities laws in accordance with the provisions of Section 7(e) hereof,

including filing fees and the reasonable fees and disbursements of counsel for the Manager in connection therewith and in connection with

the preparation of a state securities law or “blue sky” survey and any supplements thereto up to an aggregate amount not to

exceed $10,000, (v) the printing and delivery to the Manager of copies of any Permitted Free Writing Prospectus and the Prospectus

and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Manager to

investors, (vi) the fees and expenses of the custodian and the transfer agent and registrar for the Securities, (vii) the filing

fees incident to, and the reasonable fees and disbursements of counsel to the Manager in connection with, the review by FINRA of the terms

of the sale of the Securities up to an aggregate amount not to exceed $1,000) and (viii) the fees and expenses incurred in connection

with the listing of the Securities on the NYSE.

(b)            Termination

of Agreement. If this Agreement is terminated by the Manager in accordance with the provisions of Section 9 or Section 13(a)(i) or

(iii) (with respect to the first clause only) hereof, the Company shall reimburse the Manager and the Alternative Managers for all

reasonable, accountable out of pocket expenses, including reasonable fees and disbursements of counsel actually incurred by the Manager

and the Alternative Managers in connection with the transactions contemplated by this Agreement and the Alternative Distribution Agreements,

unless Securities having an aggregate offering price of $10,000,000 or more have previously been offered and sold under this Agreement

and/or the Alternative Distribution Agreements; provided, however, that the Expenses shall not exceed an aggregate amount

under this Agreement and the Alternative Distribution Agreements of $50,000.

SECTION 9        CONDITIONS

OF THE OBLIGATIONS OF THE MANAGER.

The obligations of the Manager

hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties

of the Company and the Operating Partnership contained in this Agreement or in certificates of any officer of the Company or the Operating

Partnership delivered pursuant to the provisions hereof, to the performance by the Company and the Operating Partnership of their covenants

and other obligations hereunder, and to the following further conditions:

(a)            Effectiveness

of Registration Statement. The Registration Statement shall have become effective and shall be available for (i) all sales of

Securities issued pursuant to all prior Placement Notices (each as amended by a corresponding Acceptance, if applicable) and (ii) the

sale of all Securities contemplated to be issued by any Placement Notice (as amended by the corresponding Acceptance, if applicable).

(b)            No

Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company or any of its

subsidiaries of any request for additional information from the Commission or any other federal or state governmental authority during

the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements

to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority

of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt

by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities

for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event

that makes any material statement made in the Registration Statement or the Prospectus, or any Issuer Free Writing Prospectus, or any

material document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making

of any changes in the Registration Statement, related Prospectus, or any Issuer Free Writing Prospectus, or such documents so that, in

the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material

fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus

and any Issuer Free Writing Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material

fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were

made, not misleading.

Misstatement or Material Omission. The Manager shall not have advised the Company that the Registration Statement or Prospectus, or

any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains a material untrue statement of fact or omits to state

a material fact that is required to be stated therein or is necessary to make the statements therein not misleading.

(d)            Material

Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall

not have been any material adverse change to the condition, financial or otherwise, or in the properties, earnings, business affairs or

business prospects of the Company, the Operating Partnership and each of their subsidiaries considered as one enterprise.

(e)            Opinion

of Counsel for Company. The Manager shall have received the favorable opinions of Vinson & Elkins L.L.P., required to be

delivered pursuant to Section 7(p) on the date on which such delivery of such opinion is required pursuant to Section 7(p).

(f)             Opinion

of Tax Counsel for Company. The Manager shall have received the favorable opinions of Vinson & Elkins L.L.P., required to

be delivered pursuant to Section 7(q) on the date on which such delivery of such opinion is required pursuant to Section 7(q).

(g)            Opinion

of Maryland Counsel for the Company. The Manager shall have received the favorable opinions of Venable LLP, required to be delivered

pursuant to Section 7(r) on the date on which such delivery of such opinion is required pursuant to Section 7(r).

(h)            Opinion

of Counsel for the Manager. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and

each time Securities are delivered to the Manager as principal on the Settlement Date, as promptly as possible and in no event later than

three (3) Trading Days after each Representation Date with respect to which no waiver is applicable, the Manager shall have received

the favorable opinion of Hunton Andrews Kurth LLP, counsel for the Manager, dated the date the opinion is required to be delivered, in

customary form and substance satisfactory to the Manager, and the Company shall have furnished to such counsel such documents as they

reasonably request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Hunton Andrews Kurth LLP may

rely as to matters involving the laws of the State of Maryland upon the opinion of Venable LLP referred to in Section 7(r).

(i)            Representation

Certificate. The Manager shall have received the certificate required to be delivered pursuant to Section 7(o) on the date

on which delivery of such certificate is required pursuant to Section 7(o).

(j)            Accountant’s

Comfort Letter. The Manager shall have received the Comfort Letter required to be delivered pursuant to Section 7(s) on

the date on which such delivery of such Comfort Letter is required pursuant to Section 7(s).

(k)            Approval

of Listing. The Securities shall have been approved for listing on the NYSE, subject only to official notice of issuance.

(l)            No

Suspension. Trading in the Securities shall not have been suspended on the NYSE.

(m)            Additional

Documents. On each date on which the Company is required to deliver a certificate pursuant to Section 7(o), counsel for the Manager

shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon

the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or

warranties, or the fulfillment of any of the conditions, herein contained.

(n)            Securities

Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to the

issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424.

(o)            Termination

of Agreement. If any condition specified in this Section 9 shall not have been fulfilled when and as required to be fulfilled,

this Agreement may be terminated by the Manager by notice to the Company, and such termination shall be without liability of any party

to any other party except as provided in Section 8 hereof and except that, in the case of any termination of this Agreement, Sections

5, 10, 11, 12 and 21 hereof shall survive such termination and remain in full force and effect. For the avoidance of doubt, any such termination

shall not affect or impair any party’s obligations with respect to any Securities sold hereunder prior to the occurrence thereof

or any Securities sold under any Alternative Distribution Agreement.

SECTION 10

INDEMNIFICATION.

(a)            Indemnification

by the Company.

(1)            Subject

to the limitations in this paragraph below, the Company and the Operating Partnership jointly and severally agree to indemnify and hold

harmless the Manager, the directors, officers, employees, affiliates and agents of the Manager, and each person, if any, who controls

the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and

all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and attorneys’ fees and expenses

(collectively, “Damages”) arising out of or based upon (i) any untrue statement or alleged untrue statement of

a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, the Prospectus or in any amendment or supplement

thereto, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act,

or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the

statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; except

with respect to (i) or (ii) to the extent that any such Damages arise out of or are based upon an untrue statement or omission

or alleged untrue statement or omission that has been made therein or omitted therefrom in reliance upon and in conformity with the information

furnished in writing to the Company by or on behalf of the Manager, expressly for use in connection therewith. This indemnification shall

be in addition to any liability that the Company and the Operating Partnership may otherwise have.

(2)            If

any action or claim shall be brought against the Manager or any person controlling the Manager in respect of which indemnity may be sought

against the Company and the Operating Partnership, the Manager or such controlling person shall promptly notify in writing the party(s) against

whom indemnification is being sought (the “indemnifying party” or “indemnifying parties”), and such

indemnifying party or parties shall assume the defense thereof, including the employment of counsel reasonably acceptable to the Manager

or such controlling person and the payment of all reasonable fees of and expenses incurred by such counsel. The Manager or any such controlling

person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses

of such counsel shall be at the expense of the Manager or such controlling person, unless (i) the indemnifying party(s) has

(have) agreed in writing to pay such fees and expenses, (ii) the indemnifying party(s) has (have) failed to assume the defense

and employ counsel reasonably acceptable to the Manager or such controlling person or (iii) the named parties to any such action

(including any impleaded parties) include both the Manager or such controlling person and the indemnifying party(s), and the Manager or

such controlling person shall have been advised by its counsel that one or more legal defenses may be available to the Manager that may

not be available to the Company and the Operating Partnership, or that representation of such indemnified party and any indemnifying party(s) by

the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the

same counsel has been proposed) due to actual or potential differing interests between them (in which case the indemnifying party(s) shall

not have the right to assume the defense of such action on behalf of the Manager or such controlling person (but the Company and the Operating

Partnership shall not be liable for the fees and expenses of more than one counsel for the Manager and such controlling persons)). The

indemnifying party(s) shall not be liable for any settlement of any such action effected without its (their several) written consent,

but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, the indemnifying party(s) agree(s) to

indemnify and hold harmless the Manager and any such controlling person from and against any loss, claim, damage, liability or expense

by reason of such settlement or judgment, but in the case of a judgment only to the extent stated in the first paragraph of this Section 10.

(b)            Indemnification

by the Manager. The Manager agrees to indemnify and hold harmless each of the Company and the Operating Partnership, their respective

directors and their respective officers who sign the Registration Statement and any person who controls any of the Company and the Operating

Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as

the foregoing several indemnity from the Company and the Operating Partnership to the Manager, but only with respect to information furnished

in writing by or on behalf of the Manager expressly for use in the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus,

or any amendment or supplement thereto. If any action or claim shall be brought or asserted against the Company, the Operating Partnership

or any of their respective directors, any of their respective officers or any such controlling person based on the Registration Statement,

the Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Manager pursuant to

this Section 10(b), the Manager shall have the rights and duties given to the Company and the Operating Partnership by Section 10(a)(2) (except

that if the Company and the Operating Partnership shall have assumed the defense thereof the Manager shall not be required to do so, but

may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the

expense of the Manager), and the Company and the Operating Partnership, their respective directors, their respective officers and any

such controlling persons, shall have the rights and duties given to the Manager by Section 10(a)(2).

In any event, (i) the Company and the Operating Partnership will not, without the prior written consent of the Manager, settle

or compromise or consent to the entry of any judgment in any proceeding or threatened claim, action, suit or proceeding in respect of

which indemnification may be sought hereunder (whether or not the Manager or any person who controls the Manager within the meaning of

Section 15 of the Securities Act or Section 20 of the Exchange Act is a party to such claim, action, suit or proceeding) unless

such settlement, compromise or consent includes an unconditional release of the Manager and such controlling persons from all liability

arising out of such claim, action, suit or proceeding and (ii) the Manager will not, without the prior written consent of the Company

and the Operating Partnership, as the case may be, settle or compromise or consent to the entry of any judgment in any proceeding or threatened

claim, action, suit or proceeding in respect of which the indemnification may be sought hereunder unless such settlement, compromise or

consent includes an unconditional release of the Company and the Operating Partnership from all liability arising out of such claim, action,

suit or proceeding.

(d)            Settlement

without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse

the indemnified party for fees and expenses of counsel as contemplated by this Section 10, such indemnifying party agrees that it

shall be liable for any settlement of the nature contemplated by this Section 10 effected without its written consent if (i) such

settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying

party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such

indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

SECTION 11

CONTRIBUTION.

If the indemnification provided

for in Section 10 is unavailable or insufficient for any reason whatsoever to an indemnified party in respect of any Damages referred

to therein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable

by such indemnified party as a result of such Damages (i) in such proportion as is appropriate to reflect the relative benefits received

by the Company and the Operating Partnership on the one hand, and the Manager, on the other hand, from the offering and sale of the Securities

or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate

to reflect not only the relative benefits referred to in clause (i) above but also the relative and several fault of the Company

and the Operating Partnership on the one hand, and the Manager, on the other hand, in connection with the statements or omissions that

resulted in such Damages as well as any other relevant equitable considerations. The relative benefits received by the Company and the

Operating Partnership, on the one hand, and the Manager, on the other hand, in connection with the applicable offering of Securities,

shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the

Company and the Operating Partnership, on the one hand, bear to the total commissions received by the Manager in connection with the applicable

offering of Securities, on the other hand. The relative fault of the Company and the Operating Partnership on the one hand, and the Manager

on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material

fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Operating Partnership

on the one hand, or by the Manager on the other hand and the parties’ relative intent, knowledge, access to information and opportunity

to correct or prevent such statement or omission.

Each of the Company, the Operating

Partnership and the Manager agrees that it would not be just and equitable if contribution pursuant to this Section 11 was determined

by a pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to

in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the Damages referred to in the

immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably

incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions

of this Section 11, the Manager shall not be required to contribute any amount in excess of the amount of the commissions received

by it in connection with the Securities sold by it and distributed to the public. No person guilty of fraudulent misrepresentation (within

the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of

such fraudulent misrepresentation.

Any Damages for which an indemnified

party is entitled to indemnification or contribution under Section 10 or this Section 11 shall be paid by the indemnifying party

to the indemnified party as Damages are incurred after receipt of reasonably itemized invoices therefor. The indemnity, contribution and

reimbursement agreements contained in Section 10 and this Section 11 shall remain operative and in full force and effect, regardless

of (i) any investigation made by or on behalf of the Manager or any person controlling the Manager, the Company and the Operating

Partnership and their respective directors, their respective officers or any person controlling the Company and the Operating Partnership,

(ii) acceptance of any Securities and payment therefor hereunder and (iii) any termination of this Agreement. A successor to

the Manager or any person controlling the Manager or to either of the Company and the Operating Partnership, their respective directors,

their respective officers or any person controlling the Company and the Operating Partnership, shall be entitled to the benefits of the

indemnity, contribution and reimbursement agreements contained in this Section 10 and this Section 11.

The remedies provided for

in Section 10 and this Section 11 are not exclusive and shall not limit any rights or remedies that otherwise may be available

to any indemnified person at law or in equity.

SECTION 12      REPRESENTATIONS,

WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.

All representations, warranties

and agreements contained in this Agreement or in certificates of officers of the Company or the Operating Partnership submitted pursuant

hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Manager or any

of its Affiliates or selling agents, any person controlling the Manager or its respective officers or directors, or by or on behalf of

the Company or the Operating Partnership or any person controlling the Company or the Operating Partnership, and shall survive delivery

of the Securities to the Manager and shall survive delivery and acceptance of the Securities and payment therefor or any termination of

this Agreement.

SECTION 13      TERMINATION

OF AGREEMENT.

(a)            Termination;

General. The Manager may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (i) if there

has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material

adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the

Company, the Operating Partnership and each of their subsidiaries whether or not arising in the ordinary course of business, (ii) if

there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any

outbreak of hostilities or escalation thereof, any acts of terrorism involving the United States or other calamity or crisis or any change

or development involving a prospective change in national or international political, financial or economic conditions, in each case the

effect of which is such as to make it, in the sole judgment of the Manager, impracticable or inadvisable to market the Securities or to

enforce contracts for the sale of the Securities, (iii) if trading in the Securities has been suspended or materially limited by

the Commission or the NYSE, or (iv) if trading generally on the NYSE or the Nasdaq Global Market has been suspended or materially

limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges

or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking

or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal

or New York authorities.

(b)            Termination

by the Company. Subject to Section 13(f) hereof, the Company shall have the right to terminate this Agreement in its sole

discretion at any time after the date of this Agreement.

by the Manager. Subject to Section 13(f) hereof, the Manager shall have the right to terminate this Agreement in its sole

discretion at any time after the date of this Agreement.

(d)            Automatic

Termination. Unless earlier terminated pursuant to this Section 13, this Agreement shall automatically terminate upon the issuance

and sale of Securities through the Manager or the Alternative Managers on the terms and subject to the conditions set forth herein or

in the Alternative Distribution Agreements, as applicable, with an aggregate Sales Price equal to the Maximum Amount.

(e)            Continued

Force and Effect. This Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), (c), or

(d) above or otherwise by mutual agreement of the parties.

(f)            Effectiveness

of Termination. Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided,

however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the

Manager or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Securities, such

Securities shall settle in accordance with the provisions of this Agreement.

(g)            Liabilities.

If this Agreement is terminated pursuant to this Section 13, such termination shall be without liability of any party to any

other party except as provided in Section 8 hereof, and except that, in the case of any termination of this Agreement, Section 5,

Section 10, Section 11, Section 12, Section 21 and Section 22 hereof shall survive such termination and remain

in full force and effect.

(h) Termination

of Prior Agreement. The Company, the Adviser, the Operating Partnership and the Manager acknowledge and agree that the Equity Distribution

Agreement, dated [December 5, 2025, as amended/April 24, 2026], by and among the Company, the Adviser, the Operating Partnership

and Manager relating to the issuance and sale through Manager of up to an aggregate sales price of $35,000,000 of shares of Series A

Preferred Stock (the “Prior Agreement”) is hereby terminated, such termination effective immediately upon the execution

of this Agreement, without liability of any party to any other party as provided in Section 8(a) of the Prior Agreement, and

except that the provisions of Section 10 (Indemnification), Section 11 (Contribution), Section 12 (Representations, Warranties

and Agreements to Survive Delivery), Section 17 (Governing Law and Time), and Section 22 (Consent to Jurisdiction) of the Prior

Agreement shall remain in full force and effect notwithstanding such termination; and each of the Company and the Manager hereby irrevocably

waives its right to notice from the other with respect to such termination pursuant to the provisions of Section 13 of the Prior

Agreement. Notwithstanding anything to the contrary, the Manager hereby irrevocably waives any right to reimbursement of expenses that

the Manager may be entitled to under Section 8(b) of the Prior Agreement.

SECTION 14      NOTICES.

Except as otherwise provided

in this Agreement, all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed

or transmitted by any standard form of telecommunication. Notices to the Manager shall be directed to [·] and Hunton Andrews Kurth

LLP, 2200 Pennsylvania Avenue, NW, Washington, DC 20037, Attention: Robert K. Smith; and notices to the Company and the Operating Partnership

shall be directed to: Alpine Income Property Trust, Inc., 369 N. New York Avenue, Suite 201, Winter Park, FL 32789, Attention:

General Counsel, with a copy to: Vinson & Elkins L.L.P., 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036, Attention:

Zachary Swartz. Notices to the Adviser shall be directed to: Alpine Income Property Manager, LLC, c/o CTO Realty Growth, Inc., 369

N. New York Avenue, Suite 201, Winter Park, FL 32789, Attention: General Counsel.

SECTION 15      PARTIES.

This Agreement shall inure

to the benefit of and be binding upon the Manager, the Company, the Operating Partnership and their respective successors. Nothing expressed

or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Manager, the

Company, the Operating Partnership and their respective successors and the controlling persons and officers, directors, employees or affiliates

referred to in Section 10 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect

of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the

sole and exclusive benefit of the Manager, the Company, the Operating Partnership and their respective successors, and said controlling

persons and officers, directors, employees or affiliates and their heirs and legal representatives, and for the benefit of no other person,

firm or corporation. No purchaser of Securities from the Manager shall be deemed to be a successor by reason merely of such purchase.

SECTION 16      ADJUSTMENTS

FOR SHARE SPLITS.

The parties acknowledge and

agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend

or similar event effected with respect to the Securities.

SECTION 17      GOVERNING

LAW AND TIME.

THIS AGREEMENT AND ANY CLAIM,

CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE

STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS. UNLESS OTHERWISE EXPLICITLY PROVIDED, SPECIFIED TIMES OF DAY REFER TO

NEW YORK CITY TIME.

SECTION 18      EFFECT

OF HEADINGS.

The Section and Exhibit headings

herein are for convenience only and shall not affect the construction hereof.

SECTION 19       RESEARCH

ANALYST INDEPENDENCE.

The Company acknowledges that

(a) the Manager’s research analysts and research departments are required to be independent from their respective investment

banking divisions and are subject to certain regulations and internal policies and (b) the Manager’s research analysts may

hold views and make statements or investment recommendations and/or publish research reports with respect to the Company, the value of

the Series A Preferred Stock or Common Stock and/or the offering that differ from the views of their respective investment banking

divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Manager

with respect to any conflict of interest that may arise from the fact that the views expressed by the Manager’s independent research

analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by the Manager’s

investment banking division. The Company acknowledges that the Manager is a full service securities firm and as such, from time to time,

subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short

positions in debt or equity securities of the companies that are the subject of the transactions contemplated by this Agreement.

SECTION 20      PERMITTED

FREE WRITING PROSPECTUSES.

Each of the Company and the

Operating Partnership represent, warrant and agree that, unless it obtains the prior consent of the Manager and the Manager represents,

warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to

the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,”

as defined in Rule 405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented

to by the Manager or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.”

The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer

free writing prospectus,” as defined in Rule 433 under the Securities Act, and has complied and will comply with the requirements

of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending

and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit H

hereto are Permitted Free Writing Prospectuses.

SECTION 21      ABSENCE

OF FIDUCIARY RELATIONSHIP.

Each of the Company and the

Operating Partnership, severally and not jointly, acknowledges and agrees that:

(a)            the

Manager is acting solely as agent and/or principal in connection with the public offering of the Securities and in connection with each

transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship among

the Company, the Operating Partnership or any of their respective affiliates, stockholders (or other equity holders), creditors or employees

or any other party, on the one hand, and the Manager, on the other hand, has been or will be created in respect of any of the transactions

contemplated by this Agreement, irrespective of whether or not the Manager has advised or is advising the Company and/or the Operating

Partnership on other matters, and the Manager has no obligation to the Company or the Operating Partnership with respect to the transactions

contemplated by this Agreement except the obligations expressly set forth in this Agreement;

(b)            the

public offering price of the Securities set forth in this Agreement was not established by the Manager;

is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated

by this Agreement;

(d)            the

Manager has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement

and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;

(e)            it

is aware that the Manager and its affiliates are engaged in a broad range of transactions which may involve interests that differ from

those of the Company and the Operating Partnership and the Manager have no obligation to disclose such interests and transactions to the

Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship or otherwise;

(f)            the

Manager and its respective affiliates may engage in trading in the Series A Preferred Stock and Common Stock for their own account

or for the account of its clients at the same time as sales of the Securities occur pursuant to this Agreement; and

(g)            it

waives, to the fullest extent permitted by law, any claims it may have against the Manager for breach of fiduciary duty or alleged breach

of fiduciary duty and agrees that the Manager shall not have any liability (whether direct or indirect, in contract, tort or otherwise)

to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the

Company, the Operating Partnership, employees or creditors of the Company or the Operating Partnership.

SECTION 22      CONSENT

TO JURISDICTION.

Any legal suit, action or

proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in (i) the federal

courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the

State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”),

and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a

judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service

of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process

for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to

the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree

not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an

inconvenient forum.

SECTION 23      PARTIAL

UNENFORCEABILITY.

The invalidity or unenforceability

of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph

or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable,

there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

SECTION 24      WAIVER

OF JURY TRIAL.

Each of the Company (on its

behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates), the Operating Partnership and the

Manager hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal

proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

SECTION 25      COUNTERPARTS.

This Agreement may be executed

in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one

and the same Agreement. Counterparts may be delivered via electronic mail (including any electronic signature covered by the U.S. federal

ESIGN Act of 2000, Uniform Electronic Transactions Act, the New York Electronic Signatures and Records Act or other applicable law, e.g.,

www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered

and be valid and effective for all purposes.

SECTION 26      AMENDMENTS

AND WAIVERS.

Any provision or requirement

of this Agreement may be waived or amended in any respect by a writing signed by the parties hereto. No waiver or amendment shall be enforceable

against any party hereto unless in writing and signed by the party against which such waiver is claimed. A waiver of any provision or

requirement of this Agreement shall not constitute a waiver of any other term and shall not affect the other provisions of this Agreement.

A waiver of a provision or requirement of this Agreement will apply only to the specific circumstances cited therein and will not prevent

a party from subsequently requiring compliance with the waived provision or requirement in other circumstances.

SECTION 27      RECOGNITION

OF THE U.S. SPECIAL RESOLUTION REGIMES.

(a)            In

the event that the Manager is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as

the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)            In

the event that the Manager is a Covered Entity or a BHC Act Affiliate of the Manager and becomes subject to a proceeding under a U.S.

Special Resolution Regime, Default Rights under this Agreement that may be exercised against the Manager are permitted to be exercised

to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed

by the laws of the United States or a state of the United States.

As used in this Section 15:

“BHC Act Affiliate”

has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity”

means any of the following:

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable.

“U.S. Special Resolution

Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title

II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Signature Page Follows]

If the foregoing is in accordance

with your understanding of our agreement, please sign and return to the Company, the Operating Partnership and the Adviser a counterpart

hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Manager, the Adviser, the Operating

Partnership and the Company in accordance with its terms.

Very truly yours,

ALPINE INCOME PROPERTY TRUST, INC.

By:

Name:

Title:

ALPINE INCOME PROPERTY OP, LP

By:

Alpine Income Property GP, LLC, its sole general partner

By:

Alpine Income Property Trust, Inc., its sole member

By:

Name:

Title:

ALPINE INCOME PROPERTY MANAGER, LLC

By:

CTO Realty Growth, Inc., its sole member

By:

Name:

Title:

CONFIRMED AND ACCEPTED, as of the date first above

written:

[·], as Manager

By:

Name:

Title:

[Signature Page to the October 2026

Equity Distribution Agreement]

EXHIBIT A

FORM OF PLACEMENT NOTICE

_______________ ____, 20__

[NAME]

[ADDRESS]

[CITY, STATE ZIP]

Attention:

[_________________]

Email:

[______________________]

Reference is made to the Equity Distribution Agreement

among Alpine Income Property Trust, Inc., a Maryland corporation (the “Company”), Alpine Income Property Manager,

LLC, a Delaware limited liability company, Alpine Income Property OP, LP, a Delaware limited partnership, and [ ] (in its capacity as

agent for the Company in connection with the offering and sale of any Securities thereunder) (the “Manager”), dated

as of October 23, 2026 (the “Equity Distribution Agreement”). Capitalized terms used in this Placement Notice

without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Placement Notice

relates to an “Issuance”. The Company confirms that all conditions to the delivery of this Placement Notice are satisfied

as of the date hereof.

The Company represents and warrants that each

representation, warranty, covenant and other agreement of the Company contained in the Equity Distribution Agreement is true and correct

on the date hereof, and that the Prospectus, including the documents incorporated by reference therein, and any applicable Issuer Free

Writing Prospectus, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary

in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Number of Days in Selling Period:

First Date of Selling Period:

Maximum Number of Securities to be Sold:

Issuance Amount: $

Floor Price (Adjustable by Company during the

Selling Period, and in no event less than $1.00 per share): $ per share

EXHIBIT B

AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES

AND ACCEPTANCES

Alpine Income Property Trust, Inc.

Name

John Albright

***@****.com

Philip Mays

***@****.com

[·], as Manager

Name

[·]

EXHIBIT C

COMPENSATION

The Manager shall be paid

compensation at a mutually agreed rate, not to exceed 2.0% of the gross sales price of Securities pursuant to the terms of this Agreement.

EXHIBIT D-1

OFFICERS’ CERTIFICATE OF THE COMPANY

Alpine

Income Property Trust, inc.

Alpine

Income Property OP, LP

OFFICERS’ CERTIFICATE

EXHIBIT D-2

OFFICERS’ CERTIFICATE OF THE ADVISER

alpine

income property manager, llc

EXHIBIT E

FORM OF CORPORATE OPINION OF

VINSON & ELKINS L.L.P.

EXHIBIT F

FORM OF TAX OPINION OF

VINSON & ELKINS L.L.P.

EXHIBIT G

FORM OF OPINION OF VENABLE LLP

EXHIBIT H

PERMITTED FREE WRITING PROSPECTUS

None.

EX-1.2 — EXHIBIT 1.2

EX-1.2

Filename: tm2628184d1_ex1-2.htm · Sequence: 3

Exhibit 1.2

ALPINE INCOME PROPERTY TRUST, INC.

Shares of Common Stock

(Par Value $0.01 Per Share)

EQUITY DISTRIBUTION AGREEMENT

Dated: October 23,

2026

TABLE OF CONTENTS

SECTION 1

DESCRIPTION

OF SECURITIES

SECTION 2

PLACEMENTS

SECTION 3

SALE OF SECURITIES

SECTION 4

SUSPENSION OF SALES

SECTION 5

REPRESENTATIONS AND WARRANTIES

SECTION 6

SALE AND DELIVERY; SETTLEMENT

SECTION 7

COVENANTS OF THE COMPANY

AND THE OPERATING PARTNERSHIP

SECTION 8

PAYMENT OF EXPENSES

SECTION 9

CONDITIONS OF THE OBLIGATIONS

OF THE MANAGER

SECTION 10

INDEMNIFICATION

SECTION 11

CONTRIBUTION

SECTION 12

REPRESENTATIONS, WARRANTIES

AND AGREEMENTS TO SURVIVE DELIVERY

SECTION 13

TERMINATION OF AGREEMENT

SECTION 14

NOTICES

SECTION 15

PARTIES

SECTION 16

ADJUSTMENTS FOR SHARE SPLITS

SECTION 17

GOVERNING LAW AND TIME

SECTION 18

EFFECT OF HEADINGS

SECTION 19

RESEARCH ANALYST INDEPENDENCE

SECTION 20

PERMITTED FREE WRITING

PROSPECTUSES

SECTION 21

ABSENCE OF FIDUCIARY RELATIONSHIP

SECTION 22

CONSENT TO JURISDICTION

SECTION 23

PARTIAL UNENFORCEABILITY

SECTION 24

WAIVER OF JURY TRIAL

SECTION 25

COUNTERPARTS

SECTION 26

AMENDMENTS AND WAIVERS

SECTION 27

RECOGNITION OF THE U.S. SPECIAL RESOLUTION REGIMES

EXHIBITS

Exhibit A

–

Form of Placement Notice

Exhibit B

–

Authorized Individuals for Placement Notices and Acceptances

Exhibit C

–

Compensation

Exhibit D

–

Officers’ Certificate of the Company and the

Adviser

Exhibit E

–

Form of Corporate Opinion of Vinson &

Elkins L.L.P.

Exhibit F

–

Form of Tax Opinion of Vinson & Elkins

L.L.P.

Exhibit G

–

Form of Opinion of Venable LLP

Exhibit H

–

Permitted Free Writing Prospectus

Alpine Income Property Trust, Inc.

(a Maryland corporation)

Shares of Common Stock

(Par Value $.01 Per Share)

EQUITY DISTRIBUTION AGREEMENT

October 23, 2026

[·]

Ladies and Gentlemen:

Alpine

Income Property Trust, Inc., a Maryland corporation (the “Company”), Alpine Income Property Manager, LLC, a Delaware

limited liability company (the “Adviser”), and Alpine Income Property OP, LP, a Delaware limited partnership and the

Company’s operating partnership (the “Operating Partnership”), each confirms its agreement (this “Agreement”)

with [·] (the “Manager”),

as follows:

SECTION 1       DESCRIPTION

OF SECURITIES.

Each of the Company and the

Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set

forth herein, the Company may issue and sell through the Manager, acting as agent and/or principal shares (the “Securities”)

of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering

price of up to $150,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the

parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of

the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation

in connection with such compliance. The issuance and sale of the Securities through the Manager will be effected pursuant to the Registration

Statement (as defined below) that was filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and

regulations of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”).

The Company has filed, in

accordance with the provisions of the Securities Act, with the Commission a shelf registration statement on Form S-3 (File No. 333-299114)

including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company,

which shelf registration statement, including any amendments thereto, was declared effective by the Commission under the Securities Act

and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities