FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “First Amendment”) is made and entered into effective as of December 11, 2025 (the “Amendment Effective Date”), by and between GIPFL 2601 WESTHALL LANE, LLC, a Delaware limited liability company (“Seller”), and THOMPSON, INC., Delaware corporation, registered in Alabama as Thompson Holdings, Inc. (“Purchaser”).
RECITALS
A.
Seller and Purchaser previously entered into that certain Purchase and Sale Agreement having an Effective Date of October 31, 2025 (the “Agreement”), regarding certain real property located in the City of Maitland, Orange County, Florida, and more particularly described in the Agreement.
B.
Seller and Purchaser desire to amend the Agreement in the manner provided for in this First Amendment.
C.
All capitalized terms used in this First Amendment shall have the same meanings ascribed to them in the Agreement, unless otherwise indicated herein to the contrary.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1.
Recitals. The above-referenced recitals are true and correct and hereby incorporated into this First Amendment for all purposes.
2.
Ratification. The Agreement is hereby ratified as of the date hereof and declared in full force and effect as of such date, as modified and amended hereby. From and after the last date of execution of this First Amendment, all references to the Agreement shall be deemed to refer to the Agreement as amended by this First Amendment.
3.
Due Diligence Period. Purchaser hereby acknowledges and agrees that (i) the Due Diligence Period shall be deemed to have expired as of the Amendment Effective Date, and (ii) except for a default by Seller hereunder, Purchaser shall no longer have any right to terminate the Agreement pursuant to Section 8.0 of the Agreement.
4.
Purchase Price. Section 2.0 of the Agreement is hereby amended such that the Purchase Price originally set forth therein (i.e., $6,850,000.00) shall be reduced by the amount of One Hundred Forty-Eight Thousand and No/100 Dollars ($148,000.00) (the “Purchase Price Reduction”), as set forth in that certain quote prepared by BLEW, identified by Project #25-10314.02, and attached hereto as Exhibit ”A”, for certain elevator and restroom repairs on the Property, and the Purchase Price shall hereafter be the sum of Six Million Seven Hundred Two Thousand and No/100 Dollars ($6,702,000.00).
5.
Elevator and Restroom Repairs. As consideration for Seller providing Purchaser with the Purchase Price Reduction, Purchaser hereby acknowledges and agrees that as of the Amendment Effective Date, Purchaser shall automatically be deemed, on behalf of itself and on behalf of its transferees and their respective successors and assigns, to waive, relinquish, release and forever discharge Seller and Seller's Affiliates from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys' fees) of any and every kind or character, known or unknown, by reason of or arising out of any elevator, restroom, and/or related equipment, systems, and facilities, as applicable, all as
