​

Fourth Amendment to Second Amended and Restated Credit Agreement
This Fourth Amendment to Second Amended and Restated Credit Agreement (herein, this “Fourth Amendment”) is entered into as of July 1, 2020, among CTO Realty Growth, Inc., a Florida corporation (formerly known as Consolidated-Tomoka Land Co., the “Borrower”), the Guarantors party hereto, the Lenders party hereto and Bank of Montreal, as Administrative Agent (the “Administrative Agent”).
Preliminary Statements
A.The Borrower, the Guarantors party thereto (the “Guarantors”), the financial institutions party thereto (the “Lenders”), and the Administrative Agent entered into that certain Second Amended and Restated Credit Agreement, dated as of September 7, 2017, as amended by the First Amendment to Second Amended and Restated Credit Agreement dated as of May 14, 2018, as amended by the Second Amendment to Amended and Restated Credit Agreement dated as of May 24, 2019, and as amended by the Third Amendment to Amended and Restated Credit Agreement dated as of November 26, 2019 (such Second Amended and Restated Credit Agreement, as heretofore amended, being referred to herein as the “Credit Agreement”).  All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
B.The Borrower has requested that the Administrative Agent and Lenders agree to, among other things, to (i) amend the definition of Tangible Net Worth, (ii) amend the minimum Tangible Net Worth covenant set forth in Section 8.20 of the Credit Agreement and (iii) make certain other revisions to the Credit Agreement, and the Administrative Agent and the Lenders are willing to do so on the terms and conditions set forth herein. 
Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:  
	Section 1.
	Amendments.


Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement will be amended, effective as of March 31, 2020, as follows:
1.1.  The definition of “Tangible Net Worth” in Section 5.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Tangible Net Worth” means for each applicable period, total shareholder’s equity on the Borrower’s consolidated balance sheet as reported in its Form 10-K or 10-Q for such period, plus (i) accumulated depreciation and amortization and (ii) unrealized losses related to marketable securities, minus, to the extent included when determining stockholders’ equity, (x) all unrealized gains related to marketable securities and (y) all amounts appearing on the assets side of the Borrower’s consolidated balance sheet representing an intangible asset under GAAP (other than lease intangibles, net of lease liabilities) net of all 

​
4813-6868-5247 v4.doc
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amounts appearing on the liabilities side of its consolidated balance sheet representing an intangible liability under GAAP, in each case as determined on a consolidated basis in accordance with GAAP.
1.2.  Clause (e) of Section 8.20 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(e)  Maintenance of Net Worth.  The Borrower shall, as of the last day of each Fiscal Quarter, maintain a Tangible Net Worth of not less than the sum of (a) $263,312,927, plus (b) 75% of the aggregate net proceeds received by the Borrower or any of its Subsidiaries after March 31, 2020 in connection with any offering of Stock or Stock Equivalents of the Borrower or the Subsidiaries.
1.3.  Exhibit E (Compliance Certificate) to the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit E attached hereto.
	Section 2.
	Conditions Precedent.


The effectiveness of this Fourth Amendment is subject to the satisfaction of all of the following conditions precedent:
2.1.  The Borrower, the Guarantors, the Lenders and the Administrative Agent shall have executed and delivered to the Administrative Agent this Fourth Amendment.
2.2.  Legal matters incident to the execution and delivery of this Fourth Amendment shall be reasonably satisfactory to the Administrative Agent and its counsel.
	Section 3.
	Representations.


In order to induce the Administrative Agent and the Lenders to execute and deliver this Fourth Amendment, the Borrower hereby represents to the Administrative Agent and the Lenders that (a) after giving effect to this Fourth Amendment, the representations and warranties set forth in Section 6 of the Credit Agreement are and shall be and remain true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the date hereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (b) no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Fourth Amendment.
	Section 4.
	Miscellaneous.


4.1.Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms.  Reference to this specific Fourth Amendment need not be made in the Credit Agreement, the Notes, the other Loan Documents, or any other instrument or document executed in connection therewith, or in any certificate, letter or 

-2-
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communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby.
4.2.The Borrower agrees to pay on demand all reasonable costs and out-of-pocket expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Fourth Amendment, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent.
4.3.Each Guarantor consents to the amendments and modifications to the Credit Agreement as set forth herein and confirms all of its obligations under its Guaranty remain in full force and effect.  Furthermore, each Guarantor acknowledges and agrees that the consent of the Guarantors, or any of them, to any further amendments to the Credit Agreement shall not be required as a result of this consent having been obtained.
4.4.This Fourth Amendment is a Loan Document.  This Fourth Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement.  Any of the parties hereto may execute this Fourth Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original.  Delivery of executed counterparts of this Fourth Amendment by Adobe portable document format (a “PDF”) via e-mail or by facsimile shall be effective as an original.  This Fourth Amendment, and the rights and the duties of the parties hereto, shall be construed and determined in accordance with the internal laws of the State of New York.
[Signature Pages Follow]
​
​

-3-
​




This Fourth Amendment to Second Amended and Restated Credit Agreement is entered into as of the date and year first above written
“Borrower”
CTO Realty Growth, Inc., a Florida corporation
		By
	 /s/ Mark E. Patten​ ​


Name:  Mark E. Patten
Title:  Senior Vice President and Chief Financial Officer

[Signature Page to Fourth Amendment to CTO Realty Growth, Inc. –  
Second Amended and Restated Credit Agreement]
​




“Guarantors”
Indigo Development LLC, a Florida limited liability company
		By:
	CTO Realty Growth, Inc., a Florida corporation, its sole member


		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


Name:  Mark E. Patten
Title:  Senior Vice President and Chief Financial Officer
​
LHC15 Riverside FL LLC, a Delaware limited liability company
		By: 
	CTO Realty Growth, Inc., a Florida corporation, its sole manager


		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


Name:  Mark E. Patten
Title:  Senior Vice President and Chief Financial Officer
​
CTO16 Monterey LLC,a Delaware limited liability company
By:  CTO Realty Growth, Inc., a Florida corporation, its sole member
		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


Name:  Mark E. Patten
Title:  Senior Vice President and Chief Financial Officer

[Signature Page to Fourth Amendment to CTO Realty Growth, Inc. –  
Second Amended and Restated Credit Agreement]
​




CTO16 Austin LLC, a Delaware limited liability company
		By:
	CTO Realty Growth, Inc., a Florida corporation, its sole manager


		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


Name:  Mark E. Patten
Title:  Senior Vice President and Chief Financial Officer
​
CTO16 OSI LLC, a Delaware limited liability company
		By:
	CTO Realty Growth, Inc., a Florida corporation, its sole manager


		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


Name:  Mark E. Patten
Title:  Senior Vice President and Chief Financial Officer
​
CTO17 Sarasota LLC, a Delaware limited liability company
By:  CTO Realty Growth, Inc., a Florida corporation, its manager
		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


Name:  Mark E. Patten
Title:  Senior Vice President and Chief Financial Officer

[Signature Page to Fourth Amendment to CTO Realty Growth, Inc. –  
Second Amended and Restated Credit Agreement]
​




CTO17 Westcliff TX LLC, a Delaware limited liability company
By:  CTO Realty Growth, Inc., a Florida corporation, its sole member
		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


Name:  Mark E. Patten
Title:  Senior Vice President and Chief Financial Officer
​
​
Indigo Group Inc., a Florida corporation
​
​
By:  /s/ Mark E. Patten​ ​​ ​​ ​
Name:  Mark E. Patten
Title:  Senior Vice President and Chief Financial Officer
​
​
CTO18 Aspen LLC, a Delaware limited liability company
By:  CTO Realty Growth, Inc., a Florida corporation, its manager
		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


Name:  Mark E. Patten
Title:  Senior Vice President and Chief Financial Officer
​
CTO18 Jacksonville FL LLC, a Delaware limited liability company
By:  CTO Realty Growth, Inc., a Florida corporation, its manager
		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


Name:  Mark E. Patten
Title:  Senior Vice President and Chief Financial Officer

[Signature Page to Fourth Amendment to CTO Realty Growth, Inc. –  
Second Amended and Restated Credit Agreement]
​




 ​
CTO18 Albuquerque NM LLC, a Delaware limited liability company
By:  CTO Realty Growth, Inc., a Florida corporation, its manager
		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


Name:  Mark E. Patten
Title:  Senior Vice President and Chief Financial Officer
​
​
IGI19 FC VA LLC, a Delaware limited liability company
		By:
	Indigo Group, Inc., a Florida corporation, its manager


By:  /s/ Mark E. Patten​ ​​ ​​ ​
Name:  Mark E. Patten
Title:  Senior Vice President and Chief Financial Officer
​
​
​

[Signature Page to Fourth Amendment to CTO Realty Growth, Inc. –  
Second Amended and Restated Credit Agreement]
​




CTO19 NRH TX LLC, a Delaware limited liability company
​
		By:
	CTO Realty Growth, Inc., a Florida corporation, its manager


By:  /s/ Mark E. Patten​ ​​ ​​ ​
Name: Mark E. Patten
Title: Senior Vice President and Chief Financial Officer
​
​
CTO19 Oceanside NY LLC, a Delaware limited liability company
​
		By:
	CTO Realty Growth, Inc., a Florida corporation, its manager


By:  /s/ Mark E. Patten​ ​​ ​​ ​
  Name: Mark E. Patten
Title: Senior Vice President and Chief Financial Officer
​
​
CTO19 Reston VA LLC, a Delaware limited liability company
​
		By:
	CTO Realty Growth, Inc., a Florida corporation, its manager


By:  /s/ Mark E. Patten​ ​​ ​​ ​
  Name: Mark E. Patten
Title: Senior Vice President and Chief Financial Officer
​

[Signature Page to Fourth Amendment to CTO Realty Growth, Inc. –  
Second Amended and Restated Credit Agreement]
​




CTO19 Carpenter Austin LLC, a Delaware limited liability company
​
		By:
	CTO Realty Growth, Inc., a Florida corporation, its manager


By:  /s/ Mark E. Patten​ ​​ ​​ ​
  Name: Mark E. Patten
Title: Senior Vice President and Chief Financial Officer
​
​
Indigo Group Ltd., a Florida limited partnership
		By:
	Indigo Group, Inc., a Florida corporation, its General Partner


By:  /s/ Mark E. Patten​ ​​ ​​ ​
  Name: Mark E. Patten
Title: Senior Vice President and Chief Financial Officer
​
​
CTO17 Aruba Land LLC, a Delaware limited liability company, as an Issuer
		By:
	Consolidated -Tomoka Land Co., a Florida corporation, its Member


By:  /s/ Mark E. Patten​ ​​ ​​ ​
  Name: Mark E. Patten
Title: Senior Vice President and Chief Financial Officer

[Signature Page to Fourth Amendment to CTO Realty Growth, Inc. –  
Second Amended and Restated Credit Agreement]
​




CTO19 STRAND JAX LLC, a Delaware limited liability company
		By:
	CTO Realty Growth, Inc., a Florida corporation, its manager


​
​
By:  /s/ Mark E. Patten​ ​
Name:  Mark E. Patten
Title:  Senior Vice President and Chief
Financial Officer
​
​
Daytona JV LLC, a Florida limited liability company
​
​
		By:
	LHC15 Atlantic DB JV LLC, a Delaware limited liability company, its sole manager


​
		By:
	CTO Realty Growth, Inc., a Florida corporation, its sole member


​
		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


  Name: Mark E. Patten
  Title: Senior Vice President and Chief Financial
  Officer
​
​
CTO20 Crossroads AZ LLC, a Delaware limited liability company
​
		By:
	CTO Realty Growth, Inc., a Florida corporation, its manager


​
		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


  Name: Mark E. Patten
Title: Senior Vice President and Chief Financial Officer
​

[Signature Page to Fourth Amendment to CTO Realty Growth, Inc. –  
Second Amended and Restated Credit Agreement]
​




IGI20 Crossroads AZ LLC, a Delaware limited liability company
​
		By:
	Indigo Group Inc., a Florida corporation, its manager


​
​
		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


  Name: Mark E. Patten
  Title: Senior Vice President and Chief Financial
  Officer
​
CTO20 PERIMETER LLC, a Delaware limited liability company
By:  CTO Realty Growth, Inc., 
  a Florida corporation, its sole manager
​
​
		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


  Name: Mark E. Patten
  Title: Senior Vice President and Chief Financial
  Officer
​
CTO20 PERIMETER II LLC,  a Delaware limited liability company
By:  CTO Realty Growth, Inc., a Florida corporation, its sole manager
​
		By: 
	 /s/ Mark E. Patten​ ​​ ​​ ​


  Name: Mark E. Patten
  Title: Senior Vice President and Chief Financial Officer
​
​
​
​
​
​

[Signature Page to Fourth Amendment to CTO Realty Growth, Inc. –  
Second Amended and Restated Credit Agreement]
​




​

Accepted and Agreed to.
“Administrative Agent and L/C Issuer”
Bank of Montreal, as L/C Issuer and as Administrative Agent
By_/s/Gwendolyn Gatz​ ​​ ​​ ​
Name:  Gwendolyn Gatz
Title:  Director
“Lenders”
Bank of Montreal, as a Lender and Swing Line Lender
By_/s/Gwendolyn Gatz​ ​​ ​​ ​
Name:  Gwendolyn Gatz
Title:  Director

[Signature Page to Fourth Amendment to CTO Realty Growth, Inc. –  
Second Amended and Restated Credit Agreement]




​

Branch Banking and Trust Company
By: _/s/Karen Cadiente​ ​
Name: Karen Cadiente
Title:   Assistance Vice President
​
​

[Signature Page to Fourth Amendment to CTO Realty Growth, Inc. –  
Second Amended and Restated Credit Agreement]




​

Wells Fargo Bank, National Association
By: _/s/Patrick T. Ramge​ ​
Name:  Patrick T. Ramge
Title:  Senior Vice President
​
​

[Signature Page to Fourth Amendment to CTO Realty Growth, Inc. –  
Second Amended and Restated Credit Agreement]




​

Exhibit E
Compliance Certificate
	To:
	Bank of Montreal, as Administrative Agent under, and the Lenders party to, the Credit Agreement described below


This Compliance Certificate is furnished to the Administrative Agent and the Lenders pursuant to that certain Second Amended and Restated Credit Agreement dated as of September 7, 2017, as amended, among CTO Realty Growth, Inc. (formerly known as Consolidated-Tomoka Land Co., the “Borrower”), the Guarantors signatory thereto, the Administrative Agent and the Lenders party thereto (the “Credit Agreement”).  Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.
The Undersigned hereby certifies that:
1.I am the duly elected ____________ of CTO Realty Growth, Inc.;
2.I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;
3.The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Compliance Certificate, except as set forth below;
4.The financial statements required by Section 8.5 of the Credit Agreement and being furnished to you concurrently with this Compliance Certificate are true, correct and complete as of the date and for the periods covered thereby; and
5.The Schedule I hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Credit Agreement, all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with the relevant Sections of the Credit Agreement.
Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:

​
​



​

​
​
​
​
The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ______ day of __________________ 20___.
​
CTO Realty Growth, Inc.
​
​
By:
  Name:
  Title:
​
​

​



​

Schedule I
to Compliance Certificate
_________________________________________________
Compliance Calculations
for Second Amended and Restated Credit Agreement 
dated as of September 7, 2017, as amended
Calculations as of _____________, _______
​
	A.

Maximum Total Indebtedness to Total Asset Value Ratio (Section 8.20(a))



	​

	
1.

Total Indebtedness



	$___________

	
2.

Total Asset Value as calculated on Exhibit A hereto



	___________

	
3.

Ratio of Line A1 to A2



	____:1.0

	
4.

Line A3 must not exceed



	0.60:1.0

	
5.

The Borrower is in compliance (circle yes or no)



	yes/no

	​
B.

Maximum Secured Indebtedness to Total Asset Value Ratio (Section 8.20(b))



	​

	
1.

Secured Indebtedness



	$___________

	
2.

Total Asset Value as calculated on Exhibit A hereto



	___________

	
3.

Ratio of Line B1 to B2



	____:1.0

	
4.

Line B3 must not exceed



	0.40:1.0

	
5.

The Borrower is in compliance (circle yes or no)



	yes/no

	C.

Minimum Adjusted EBITDA to Fixed Charges Ratio (Section 8.20(c))



	​

	
1.

Net Income



	$___________

	
2.

Depreciation and amortization expense



	___________




​



​

	
3.

Interest Expense



	___________

	
4.

Income tax expense



	___________

	
5.

Extraordinary, unrealized or non-recurring losses



	___________

	
6.

Non-Cash Compensation Paid in Equity Securities



	___________

	
7.

Extraordinary, unrealized or non-recurring gains



	___________

	
8.

Income tax benefits



	___________

	
9.

Sum of Lines C2, C3, C4, C5 and C6



	___________

	
10.

Sum of Lines C7 and C8



	___________

	
11.

Line C1 plus Line C9 minus Line C10 (“EBITDA”)



	___________

	
12.

Annual Capital Expenditure Reserve



	___________

	
13.

Line C11 minus Line C12 (“Adjusted EBITDA”)



	___________

	
14.

Interest Expense



	___________

	
15.

Principal Amortization Payments



	___________

	
16.

Dividends



	___________

	
17.

Income Taxes Paid



	___________

	
18.

Sum of Lines C14, C15, C16 and C17 (“Fixed Charges”)



	___________

	
19.

Ratio of Line C13 to Line C18



	____:1.0

	
20.

Line C19 shall not be less than



	1.50:1.0
[1.25: 1.0]1

	
21.

The Borrower is in compliance (circle yes or no)



	yes/no

	D.

Maximum Secured Recourse Indebtedness to Total Asset Value Ratio (Section 8.20(d))



	​

	
1.

Secured Recourse Indebtedness 



	$___________




1 Fiscal Quarter ending 12/31/19

​



​

	
2.

Total Asset Value as calculated on Exhibit A hereto



	___________

	
3.

Ratio of Line D1 to Line D2



	____:1.0

	
4.

Line D3 shall not exceed



	0.05:1.0

	
5.

The Borrower is in compliance (circle yes or no)



	yes/no

	E.

Tangible Net Worth (Section 8.20(e))



	​

	
1.

Tangible Net Worth



	$___________

	
2.

Aggregate net proceeds of Stock and Stock Equivalent offerings after March 31, 2020



	___________

	
3.

75% of Line E2



	___________

	
4.

$263,312,927 plus Line E3 



	___________

	
5.

Line E1 shall not be less than Line E4



	​

	
6.

The Borrower is in compliance (circle yes or no)



	yes/no




​



​

	F.

Investments (Corporate Debt, Stock to Stock Equivalents in REC/REITS/Alpine) (Section 8.8(f))



	​

	1.Investments in debt, Stock or Stock Equivalents of listed real estate companies and real estate investment trusts
	$__________

	2.Investments in Stock of Alpine
	$__________

	3.Sum of Line F1 and Line F2
	$__________

	4.Line F3 shall not exceed $15,000,000
	​

	5.The Borrower is in compliance (circle yes or no)
	yes/no

	6.Investments in Stock Equivalents of Alpine
	$__________

	G.

Investments (Joint Ventures) (Section 8.8(j))



	​

	
1.

Cash Investments in Joint Ventures



	$___________

	
2.

Total Asset Value



	___________

	
3.

Line G1 divided by Line G2



	___________

	
4.

Line G3 shall not exceed 10% of Total Asset Value



	​

	
5.

The Borrower is in compliance (circle yes or no)



	yes/no

	H.

Investments (Assets Under Development) (Section 8.8(k))



	​

	
1.

Assets Under Development



	$___________

	
2.

Total Asset Value



	___________

	
3.

Line H1 divided by Line H2



	___________

	
4.

Line H3 shall not exceed 7.5% of Total Asset Value



	​

	
5.

The Borrower is in compliance (circle yes or no)



	yes/no




​



​

	I.

Investments (Mortgage Loans, Mezzanine Loans and Notes Receivable) (Section 8.8(l))



	​

	
1.

Mortgage Loans, Mezzanine Loans and Notes Receivable



	$___________

	
2.

Total Asset Value



	___________

	
3.

Line I1 divided by Line I2



	___________

	
4.

Line I3 shall not exceed 25% of Total Asset Value



	​

	
5.

The Borrower is in compliance (circle yes or no)



	yes/no

	J.

Investments (Ground Leases) (Section 8.8(m))



	​

	
1.

Investments in Ground Leases other than Permitted Ground Lease Investments



	$___________

	
2.

Total Asset Value



	___________

	
3.

Line J1 divided by Line J2



	___________

	
4.

Line J3 shall not exceed 20% of Total Asset Value



	​

	
5.

The Borrower is in compliance (circle yes or no)



	yes/no

	K.

Investments (Stock Repurchases) (Section 8.8(n))



	​

	
1.

Stock Repurchases 



	$___________

	
2.

Investment Net Sales Proceeds



	$___________

	
3.

Line K1 minus Line K2



	___________

	
4.

Adjusted EBITDA (from Line C13)2



	$___________

	
5.

Fixed Charges (from Line C18)



	$___________

	
6.

Sum of lines K3 and K5



	$___________

	
7.

Ratio of Line K4 to Line K6



	____:1.0

	
8.

Line K7 shall not be less than



	1.50:1.0

	
9.

The Borrower is in compliance (circle yes or no)



	yes/no




2 Remainder to be completed if Line K5 is greater than $0.

​



​

	L.

Investments (Land Assets) (Section 8.8(o))



	​

	
1.

Land Assets 



	$___________

	
2.

Total Asset Value



	___________

	
3.

Line L1 divided by Line L2



	___________

	
4.

Line L3 shall not exceed 10% of Total Asset Value 



	​

	
5.

The Borrower is in compliance (circle yes or no)



	yes/no

	M.

Aggregate Investment Limitation to Total Asset Value (Section 8.8)



	​

	
1.

Sum of Lines F3, F6, G1, H1, I1, J1 and K3



	$___________

	
2.

Total Asset Value



	____________

	
3.

Line M1 divided by Line M2



	___________

	
4.

Line M3 shall not exceed 30% of Total Asset Value



	​

	
5.

The Borrower is in compliance (circle yes or no)



	yes/no



​
​

​



​

Exhibit A to Schedule I
to Compliance Certificate
of CTO Realty Growth, Inc.
This Exhibit A, with a calculation date of __________,______, is attached to Schedule I to the Compliance Certificate of CTO Realty Growth, Inc. dated _______________, 20__ , as amended, and delivered to Bank of Montreal, as Administrative Agent, and the Lenders party to the Credit Agreement, as amended, referred to therein.  The undersigned hereby certifies that the following is a true, correct and complete calculation of Total Asset Value for Rolling Period most recently ended:
[Insert Calculation]
​
​
CTO Realty Growth, Inc.
​
​
By:
  Name:
  Title:

​



​

Exhibit B to Schedule I
to Compliance Certificate
of CTO Realty Growth, Inc.
This Exhibit B, with a calculation date of _______________, 20___, is attached to Schedule I to the Compliance Certificate of CTO Realty Growth, Inc. dated _______________, 20__ , as amended, and delivered to Bank of Montreal, as Administrative Agent, and the Lenders party to the Credit Agreement, as amended, referred to therein.  The undersigned hereby certifies that the following is a true, correct and complete calculation of Property NOI for all Properties for Rolling Period most recently ended:
​
	Property
	Property Income
	Minus
	Property Expenses (without Cap. Ex. Reserve or Management Fees)
	Minus
	Annual Capital Expenditure Reserve
	Minus
	Greater of 3% of rents or actual management fees
	equals
	Property NOI

	​
	$________
	-
	$___________
	​
	​
	​
	​
	=
	$________

	​
	$________
	-
	$___________
	​
	​
	​
	​
	=
	$________

	​
	$________
	-
	$___________
	​
	​
	​
	​
	=
	$________

	​
	$_______
	-
	$___________
	​
	​
	​
	​
	=
	$________



​
Total Property NOI for all Properties:$_____________
​
CTO Realty Growth, Inc.
​
​
By:
  Name:
  Title:

​