GIPR Generation Income Properties Inc

Resurgent Realty Trust (“RRT”), a shareholder of Generation Income Properties, Inc. (NASDAQ: GIPR) (“GIPR” or the “Company”), issued today an open letter containing a non-binding term sheet RRT submitted to GIPR’s Board of Directors (the “Board”) on January 30, 2025. As a shareholder of GIPR, RRT believes significant, unrealized value exists that is currently being squandered by management. RRT is proposing to acquire majority ownership of GIPR, thereby allowing it to effect a change in board composition, senior management and the Company’s strategic direction.

The full text of the term sheet presented to GIPR is as follows:

Non-Binding Summary Term Sheet

January 30, 2025

The following summarizes the basic terms and conditions by which assignees of Resurgent, Inc. to be named later (collectively, the “Investors”) propose to acquire 51% of the issued and outstanding shares common stock, $0.01 par value per share (the “Common Stock”), of Generation Income Properties, Inc., a Maryland corporation (“GIPR”) with proposed terms and conditions outlined below (the “Proposed Transaction”). The Investors and GIPR together are known as the “Parties.” This Non-Binding Summary Term Sheet is subject to change with further negotiations between the Parties until the final terms and conditions are mutually accepted and fully described in a definitive agreement governing the Proposed Transaction. This summary does not purport to be complete and is subject to, and qualified in its entirety and be replaced by, the more detailed information to be contained in the definitive agreement.

Terms & Conditions
Investors	Assignees of Resurgent, Inc.
Acquisition Target Company:	Generation Income Properties, Inc. (“GIPR”), a Maryland corporation
Resulting Company Structure:	The Investors will collectively own shares of Common Stock that will give them a 51% stake in GIPR on a fully diluted basis.
Total Consideration to be Paid by the Investors to GIPR:	$3.00 per share of Common Stock(42% Premium)
REIT Status:	The Parties will structure the Proposed Transaction such that GIPR will not lose its tax status as a real estate investment trust.
Board Control and Employment Agreements:	Upon the closing of the Proposed Transaction, (i) GIPR shall increase the number of directors on its Board of Directors from five (5) to eleven (11) with the new vacancies filled by individuals selected by the Investors. In addition, upon the closing of the Proposed Transaction, the executive officers of GIPR shall tender their resignations to the Board of Directors.
Confirmatory Due Diligence:	Upon acceptance of the LOI, the Investors will cause their legal counsel, accountants, agents and representatives to cooperate with GIPR in order for the Investors to conduct due diligence, including getting access to GIPR’s legal and accounting records, visiting and inspecting the properties of GIPR and meeting with GIPR’s management and customers.
Exclusivity and Termination:	Until the earlier of (i) 180 days after the execution of this LOI, (ii) the time the Investors have indicated in writing that they no longer desire to pursue the Proposed Transaction, or(iii) execution of a definitive agreement, GIPR shall not engaged in discussion with any other party except the Investors regarding a merger, acquisition, equity financing, business combination or any transaction that would cause the ownership and/or outstanding shares of GIPR to change.
Additional Closing Conditions:	The Proposed Transaction is subject to customary conditions appropriate for a similar transaction, including, but not limited to:
	No material adverse change in the business, subsidiaries, operations, prospects or financial condition of the Parties, unless waived by the non-offending party;  The representations and warranties of all Parties being true and correct at signing of the definitive documents and closing of the Proposed Transaction; Receipt of all equity holder, governmental, regulatory and third-party requisite approvals and consents, including the completion of any SEC and NASDAQ processes; The terms and conditions of the Proposed Transaction must be acceptable to both Parties and approved by each of their respective Board of Directors; There is no relationship of partnership, agency, employment, or joint venture between the Parties. No party has the authority to bind the other or incur any obligation on its behalf; GIPR agrees to provide the Investors with any information relating to any government filings contemplated by the Proposed Transaction, and consents to the disclosure of such if and when required under US securities law; and Subject to such customary additional terms not inconsistent with the above as agreed between the Parties.
Transaction Costs:	Each Party shall be responsible for its own costs and expenses in negotiating the transaction, preparing and negotiating the definitive documents and preparing all required disclosure relating to documents required to be filed with the Securities and Exchange Commission and other regulatory authorities in connection with the Proposed transaction.
Governing Law & Jurisdiction:	Laws of the State of Maryland
Confidentiality:	The Parties to this LOI acknowledge and agree that the existence and terms of this LOI and the Term Sheet are strictly confidential and further agree that they and their respective representatives, including without limitation, shareholders, directors, officers, employees or advisors, shall not disclose to the public or to any third party the existence or terms of this LOI or the Proposed Transaction other than with the express prior written consent of the other party, except as may be required by applicable law, rule or regulation, or at the request of any governmental, judicial, regulatory or supervisory authority having jurisdiction over a party or any of its representatives, control persons or affiliates (including, without limitation, the rules or regulations of the SEC or FINRA), or as may be required to defend any action brought against such party in connection with the transaction. If a party is so required to make such a disclosure, it must first provide to the other party the content of the proposed disclosure, the reasons that the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both Parties.
Non-Binding Nature:	With the exception of the provisions of this Letter of Intent relating to Exclusivity and Termination, Transaction Costs, and Confidentiality, this Summary Term Sheet shall be non-binding.

	Investors	Legal (SEC)	Legal (Counsel for Resurgent)
	Jon Wheeler	Brad Haneberg	John Tripp
	Assignees of Resurgent, Inc.	Haneberg Hurlbert PLC	Town Center Law
	jon@resurgentrealty.net	brad@hbhlaw.com	jtripplaw@aol.com
	(757) 621-2873	(804) 814-2209	(757) 650-4846