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 October 15, 2025 (the “Amendment Effective Date”), by and between GIPFL 702 TILLMAN PLACE, LLC, a Delaware limited liability company (“Seller”), and 702 TILLMAN PLACE, LLC, a Florida limited liability company (“Purchaser”).
RECITALS
A.Seller and Cary Carreno, an individual and a Florida resident, previously entered into that certain Purchase and Sale Agreement having an Effective Date of August 18, 2025 (the “Agreement”), regarding certain real property located in Plant City, Hillsborough County, Florida, and more particularly described in the Agreement.
B.Pursuant to that certain Assignment and Assumption of Purchase and Sale Agreement dated September 22, 2025, by and between Cary Carreno, as assignor, and Purchaser, as assignee, Cary Carreno assigned all of his right, title, and interest in, to, and under the Agreement to Purchaser.
C.Seller and Purchaser desire to amend the Agreement in the manner provided for in this First Amendment.
D.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.Repair Credits. The following provision is hereby added as a new Section 21.3 to the Agreement:
21.3 At Closing, Seller shall provide Purchaser with (i) a credit in the amount of Fifty Thousand, Eight Hundred and No/100 Dollars ($50,800.00) (the “Masonry Repair Credit”), as set forth in that certain quote prepared by Botey’s Business LLC and dated September 15, 2025, and attached hereto as Exhibit ”C-3”, for certain exterior masonry restoration on the Property, and (ii) a credit in the amount of Ten Thousand, Sixteen and 50/100 Dollars ($10,016.50) (the “Irrigation Repair Credit”), as set forth in that certain quote prepared by Water Works of Florida LLC and dated October 1, 2025, and attached hereto as Exhibit
”C-4”, for certain repairs to the irrigation system located on the Property. The Masonry Repair Credit and the Irrigation Repair Credit shall each be applied to the Purchase Price at Closing. As consideration for Seller providing Purchaser with the Masonry Repair Credit and the Irrigation Repair Credit, Purchaser hereby acknowledges and agrees that upon the application of such credits to the Purchase Price, 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 exterior masonry and/or the irrigation system, each as located on the Property, to the same extent provided in Section 22 with respect to the remainder of the Property. The provisions of this Section 21.3 shall survive the Closing.
5.No Further Amendments. In the event of any inconsistencies between the terms and provisions of this First Amendment and the terms and provisions of the Agreement, the terms and provisions of this First Amendment shall control.
6.Counterparts. This First Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. Signature pages may be detached from the counterparts and attached to another to physically form one document. Facsimile copies or other electronic scans or reproductions of this First Amendment and the signatures thereon shall have the same force and effect as if the same were original.
[SIGNATURES ON FOLLOWING PAGE(S)]
IN WITNESS WHEREOF, Seller and Purchaser have entered into this First Amendment to Purchase and Sale Agreement as of the Amendment Effective Date.
SELLER:
GIPFL 702 TILLMAN PLACE, LLC,
a Delaware limited liability company
By: /s/ David Sobelman
David Sobelman,
its President
Execution Date: October 15, 2025
PURCHASER:
702 TILLMAN PLACE, LLC,
a Florida limited liability company
By: /s/ Cary Carreno
Cary Carreno,
its Manager
Execution Date: October 15, 2025
