EX-4.5





 Exhibit 4.5 

SECOND AMENDMENT TO THE 

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF 

GENERATION INCOME PROPERTIES, L.P. 

October 12, 2020 
 This
Second Amendment (this “ Amendment ”) to the Amended and Restated Limited Partnership Agreement, dated March 23, 2018, of Generation Income Properties, L.P., a Delaware limited partnership (the “ Partnership”),
as amended by that certain First Amendment to the Amended and Restated Limited Partnership Agreement, dated May 21, 2019 (as amended, the “Partnership Agreement”), is entered into effective as of the date first written above in
accordance with Section 11.01 of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement. 

R E C I T A L S 
 WHEREAS,
the General Partner is the sole general partner of the Partnership; and 
 WHEREAS, in connection with a reverse stock split of all of the
shares of GIP REIT that became effective on the date hereof (the “GIP Reverse Stock Split”), the General Partner deems it desirable to amend the Partnership Agreement to adjust the number of outstanding Common Units in the same manner and
at the same time as the adjustment to the number of outstanding REIT Shares; 
 WHEREAS, the General Partner has determined that this
Amendment is necessary and in the best interest of the Partnership. 
 NOW, THEREFORE, it is hereby agreed as follows: 

A G R E E M E N T 
 NOW,
THEREFORE, the Partnership Agreement is hereby amended as follows: 
 1. Adjustment to Common Units for GIP Reverse
Stock Split. To adjust the number of outstanding Common Units to conform to the adjustment in the number of outstanding REIT Shares pursuant to the GIP Reverse Stock Split, the outstanding Common Units are hereby adjusted at a reverse split
ratio of one for four (the “Reverse Split Ratio”), such that each four (4) Common Units issued and outstanding immediately prior to the date of this Amendment shall be reclassified, converted and combined into one (1) Common
Unit, without any further action by the Partnership or any Partner, subject to the treatment of fractional share interests as described below. No fractional interest of a Common Unit shall be deliverable upon the GIP Reverse Stock Split. Holders of
Common Units who otherwise would be entitled to receive fractional Common Units because they hold a number of Common Units not evenly divisible by the GIP Reverse Split Ratio will automatically be entitled to receive an additional fraction of a
Common Unit to round up to the next whole Common Unit. Any certificate that immediately prior to the Effective Time represented Common Units (“Old Certificate”) shall thereafter represent that number of Common Units into which the
Common Units represented by the Old Certificate shall have been combined, plus any additional fraction of Common Units to round up to the next whole Common Unit. 

  
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 2. Modification to Exhibit A of Partnership Agreement. To reflect the
foregoing, Exhibit A of the Partnership Agreement is hereby restated as set forth in Exhibit A attached hereto. 
 3.
Approval of Amendment. This Amendment is adopted and approved solely by the General Partner and without the approval of the Limited Partners as is permitted by Section 11.01 of the Partnership Agreement. 

4. Ratification. Except as expressly amended hereby, the Partnership Agreement is hereby ratified and confirmed and shall
continue in full force and effect. 
 5. Governing Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of Delaware. 
 [Signature page follows] 

  
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 IN WITNESS WHEREOF, the General Partner has executed and delivered this Amendment in
accordance with Article XI of the Partnership Agreement, and as of the date first above written. 
  

			
	 GENERATION INCOME PROPERTIES, INC.,

as General Partner

		
	By:	 	 /s/ David Sobelman

	Name:	 	David Sobelman
	Title:	 	President



  
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 EXHIBIT A 

Partners; Units; Percentage Interests 

(As of October 12, 2020) 
  

									
	 Partner
	  	Common
Units	 	  	Percentage
Interest	 
	 GENERAL PARTNER
	  				  			
	 Generation Income Properties, Inc.

401 East Jackson Street, Suite 3300

Tampa, Florida 33602
	  	 	526,872	 	  	 	60.09	% 
	 LIMITED PARTNERS
	  				  			
	 GIP REIT OP Limited, LLC

401 East Jackson Street, Suite 3300

Tampa, Florida 33602
	  	 	46	 	  	 	0.01	% 
	 Greenwal, LC

150 W. Main Street Suite 1100

Norfolk, Virginia 23510
	  	 	248,250	 	  	 	28.31	% 
	 Riverside Crossing, L.C.

150 W. Main Street Suite 1100

Norfolk, Virginia 23510
	  	 	101,663	 	  	 	11.59	% 
		  	  
	  
	 	  	  
	  
	 
	 Totals
	  	 	875,831	 	  	 	100.000	% 
		  	  
	  
	 	  	  
	  
	 


  
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