Private Placement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Agreements with JCWC Funding, LLC

On June 27, 2024, Generation Income Properties L.P. (the "Operating Partnership"), the operating partnership of Generation Income Properties, Inc. (the "Company"), entered into a Fourth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership (the "LPA Amendment"), pursuant to which the Company, as the general partner of the Operating Partnership, admitted a new member, JCWC Funding, LLC (the "Purchaser"), through the issuance to Purchaser of membership interests in the form of Series A Redeemable Preferred Units (the "Series A Preferred Units").

Also on June 27, 2024, the Operating Partnership and the Purchaser entered into a Unit Purchase Agreement (the "Unit Purchase Agreement") pursuant to which the Operating Partnership issued and sold to the Purchaser 500,000 Series A Preferred Units at a price of $5.00 per unit for an aggregate purchase price of two million five hundred thousand dollars ($2,500,000) in cash. The Purchaser will be paid cumulative cash distributions in the amount of $0.325 per Series A Preferred Unit per year (the "Series A Preferred Return"). The Series A Preferred Return shall be payable monthly in arrears, on or about the 15th day of each month. Each of the Purchaser and the Operating Partnership will have the right to cause the Operating Partnership to redeem the Series A Preferred Units after two (2) years for cash in an amount equal to $5.15 per Series A Preferred Unit plus any accrued but unpaid Series A Preferred Return (the "Redemption Price"), provided that the Operating Partnership may (with the prior written consent of the Purchaser) cause the Redemption Price to be satisfied by the issuance of a number of shares of common stock of the Company equal to the number of Series A Preferred Units being redeemed multiplied by 1.03 plus any accrued but unpaid Series A Preferred Return. If the Operating Partnership fails to declare and pay the Series A Preferred Return for a period of three consecutive months, the Purchaser may exercise the foregoing redemption right within the 30-day period following such failure. The proceeds from the sale of the Series A Preferred Units will be used to fund general corporate expenses of the Operating Partnership.

The foregoing descriptions of the above-referenced LPA Amendment and Unit Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the LPA Amendment and Unit Purchase Agreement, copies of which are filed herewith as Exhibit 4.1 and Exhibit 10.1, respectively, and are incorporated herein by reference.