STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • November 22nd, 2021 • Medalist Diversified REIT, Inc. • Real estate investment trusts • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 17, 2021 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and MEDALIST DIVERSIFIED REIT, INC., a company incorporated under the laws of the State of Maryland (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2020 • Medalist Diversified REIT, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 27, 2020, by and among MEDALIST DIVERSIFIED REIT, INC., a company formed and existing under the laws of Maryland(the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • September 2nd, 2021 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Virginia
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 2nd, 2020 • Medalist Diversified REIT, Inc. • Real estate investment trusts • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 27, 2020, is between MEDALIST DIVERSIFIED REIT, INC., a company incorporated under the laws of Maryland, with principal executive offices located at Three James Center, 1051 E. Cary Street, Suite 601, Richmond, VA 23219 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively the “Buyers”).
LOAN AGREEMENT dated as of November 3, 2017 between PMI GREENSBORO, LLC and MDR GREENSBORO, LLC, as Borrower and BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., as LenderLoan Agreement • October 5th, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts • New York
8,000,000 Shares MEDALIST DIVERSIFIED REIT, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 2021 • Medalist Diversified REIT, Inc. • Real estate investment trusts • New York
Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom Kingswood Capital Markets, a division of Benchmark Investments Inc. (“Kingswood”) is acting as Representative (the “Representative,” “you” or similar terminology), an aggregate of 8,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 1,200,000 shares of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares (the “Option Shares”). The Firm Shares and the Option Share
AGREEMENT OF LIMITED PARTNERSHIP OF MEDALIST DIVERSIFIED HOLDINGS, L.P. (a Delaware limited partnership)Limited Partnership Agreement • October 5th, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF MEDALIST DIVERSFIED HOLDINGS, L.P. (the “Partnership”), dated as of September 29, 2015, is made and entered into by and among Medalist Diversified REIT, Inc., a Maryland corporation (together with its successors and assigns, the “General Partner”), and the Limited Partners set forth on the attached Exhibit A.
REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • June 24th, 2021 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Virginia
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of this 22nd day of June 2021 (the “Effective Date”) by and between MEDALIST FUND II-B, LLC, a Delaware limited liability company (“Seller”), and MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (“Buyer”).
MANAGEMENT AGREEMENT among Medalist Diversified REIT, Inc. Medalist Diversified Holdings, L.P. and Medalist Fund Manager, Inc. Dated as of March 15, 2016Management Agreement • June 18th, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Virginia
MANAGEMENT AGREEMENT, dated as of March 15, 2016, among Medalist Diversified REIT, Inc., a Maryland corporation (“Medalist”), Medalist Diversified Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”) and Medalist Fund Manager, Inc., a Virginia corporation (the “Manager”).
TENANTS IN COMMON AGREEMENTTenants in Common Agreement • October 5th, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Virginia
This Tenants in Common Agreement (“Agreement”) is made and effective as of May 8, 2018, by and among PMI Hanover SQ, LLC, a Delaware limited liability company, with an address at 406 Page Road, Nashville, TN 37205 (“PMI Hanover”), and MDR Hanover Square, LLC, a Delaware limited liability company, with an address at 11 S. 12th Street, Suite 401, Richmond, VA 23219 (“Medalist”) (PMI Hanover and Medalist are each sometimes referred to as a “Tenant in Common” or collectively as the “Tenants in Common”), with reference to the facts set forth below.
AGREEMENT OF SALEAgreement of Sale • August 22nd, 2022 • Medalist Diversified REIT, Inc. • Real estate investment trusts • South Carolina
THIS AGREEMENT OF SALE (“Agreement”) is made as of this 19th day of August, 2022 (the “Effective Date”) between Rising Sun Investments & Management, LLC, a Florida limited liability company, and/or their assigns (“Purchaser”), MDR Clemson, LLC, a Delaware limited liability company (“MDR”), and MDR Clemson TRS, LLC, a Delaware limited liability company (“TRS,” and together with MDR, “Seller”).
PMI GREENSBORO, LLC AND MDR GREENSBORO, LLC, as grantor (Borrower) to BRIAN CARR, as trustee (Trustee) for the benefit of BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., as beneficiary (Lender) DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT...Deed of Trust, Security Agreement, Assignment of Leases and Fixture Filing • October 5th, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts
THIS SECURITY INSTRUMENT SECURES PRESENT AND FUTURE ADVANCES AND READVANCES. THIS SECURITY INSTRUMENT COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES, IS EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING AND IS TO BE FILED IN THE REAL ESTATE RECORDS.
MEDALIST FUND I-A, LLC (Trustor) to BRIAN L. CARR (Trustee) for the Benefit of JEFFERIES LOANCORE LLC (Beneficiary) DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT Dated: As of February 10, 2016 Property Location:Deed of Trust, Assignment of Leases and Rents and Security Agreement • October 5th, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts • New York
This DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this "Deed of Trust'), made as of February 10, 2016 by MEDALIST FUND 1-A, LLC, a Delaware limited liability company, having an office at 11 S. 12th Street, Suite 401, Richmond, Virginia 23219 ("Trustor'), to BRIAN L. CARR, having an address at 901 E. Byrd Street, Suite 1100, Richmond, Virginia 23219 ("Trustee,), as Trustee, for the benefit of JEFFERIES LOANCORE LLC, a Delaware limited liability company (together with its successors and assigns, hereinafter referred to as "Beneficiary"), having an address c/o LoanCore Capital, 55 Railroad Avenue, Suite 100, Greenwich, Connecticut 06830.
COOPERATION AGREEMENTCooperation Agreement • May 24th, 2023 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Maryland
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of May 24, 2023 by and between Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), and Francis P. Kavanaugh (the “Investor”). The Company and the Investor are each herein referred to as a “party” and collectively, the “parties.”
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • October 5th, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Virginia
Borrower: MDR Hanover Square, LLC 11 S. 12th Street, Suite 401, Richmond, Virginia 23219 PMI Hanover Sq. LLC 11 S. 12th Street, Suite 401, Richmond, Virginia 23219 Lender: Langley Federal Credit Union 721 Lakefront Commons Newport News, VA 23606
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 13th, 2022 • Medalist Diversified REIT, Inc. • Real estate investment trusts • North Carolina
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered into this 8th day of April, 2022, by and between RCC SALISBURY MARKETPLACE, LLC, a Virginia limited liability company ("Seller"), and Medalist Diversified Holdings, L.P., a Delaware limited partnership ("Purchaser").
CONTRIBUTION AGREEMENT by and between CWS BET Seattle L.P. a Delaware limited partnership and Medalist Diversified Holdings, LP, a Delaware limited partnershipContribution Agreement • December 17th, 2024 • Medalist Diversified REIT, Inc. • Real estate investment trusts
This Contribution Agreement (this “Agreement”) is made and entered into as of December 14, 2024 (the “Effective Date”) by and between Medalist Diversified Holdings, LP, a Delaware limited partnership (the “Operating Partnership”), and CWS BET Seattle L.P., a Delaware limited partnership (the “Contributor”). Definitions for this Agreement are set forth in Section 8.
FIRST AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF MEDALIST DIVERSIFIED HOLDINGS, L.P. DESIGNATION OF 8.0% SERIES A CUMULATIVE REDEEMABLE UNITS February 13, 2020Agreement of Limited Partnership • February 20th, 2020 • Medalist Diversified REIT, Inc. • Real estate investment trusts
Pursuant to Section 4.02 and Article XI of the Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance of up to 230,000 shares of 8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”) of Medalist Diversified REIT, Inc. and the issuance to the General Partner of Series A Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance and sale of the Series A Preferred Stock:
SECURITY AGREEMENTSecurity Agreement • October 5th, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts • North Carolina
This SECURITY AGREEMENT (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of [ , 2017], by and between MDR GREENSBORO HI TRS, LLC, a Delaware limited liability company, having an address at [ ] (together with its respective permitted successors and assigns, collectively "Debtor" and/or "Tenant'), and BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 9 West 57th Street, Suite 4920, New York, New York 10019, Attention: Micah Goodman, General Counsel (together with its successors and/or assigns and any servicer, "Secured Party").
PARTICIPATING DEALER OR SELLING AGREEMENT BETWEEN MOLONEY SECURITIES CO., INC. ANDParticipating Dealer or Selling Agreement • July 8th, 2016 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Virginia
Moloney Securities Co., Inc., a Missouri corporation, as the sales agent (the “Sales Agent”) for Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), invites you (the “Dealer”) to participate in a distribution pursuant to Tier 2 of Regulation A of the Securities Act of 1933, as amended (“Regulation A+”), on a “best efforts basis,” (the “Offering”) for a minimum of $8,000,000 and a maximum of $50,000,000 of shares of the Company’s common stock (the “Shares”) pursuant to this Participating Dealer or Selling Agreement (the “Selling Agreement”) subject to the following terms:
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 20th, 2024 • Medalist Diversified REIT, Inc. • Real estate investment trusts
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the later of the date of Buyer’s or Seller’s execution of this Agreement, as indicated below their executions hereon (the “Effective Date”) by and among MEDALIST DIVERSIFIED REIT, INC., a Maryland corporation (or its assigns) (“Buyer”), and RMP N. CENTRAL AVE, LLC, a Delaware limited liability company (or its assigns) (“Seller”). Buyer and Seller may sometimes herein be referred to individually as a “party” and collectively as the “parties.”
THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • October 5th, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts
This THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Third Amendment"), is made as of this 28th day of April, 2017 (the "Effective Date"), by and between MEDALIST FUND I-A, LLC, a Delaware limited liability company ("Seller"); and MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership, or its permitted assigns ("Buyer").
SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • October 5th, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts
This SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Second Amendment”), is made as of this ___ day of October, 2017 (the “Effective Date”), by and between MEDALIST PROPERTIES 8, LLC, a Delaware limited liability company (“Seller”); and MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership, or its permitted assigns (“Buyer”).
modification, CONSENT AND ASSUMPTION AGREEMENT WITH RELEASEModification, Consent and Assumption Agreement With Release • October 5th, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts • New York
This Modification, Consent and Assumption Agreement With Release (this “Agreement”) is entered into as of April , 2017 by and among MEDALIST FUND I-A, LLC, a Delaware limited liability company (“Seller”), with an address of 11 S. 12th Street, Suite 401, Richmond, Virginia 23219; MDR FRANKLIN SQUARE, LLC, a Delaware limited liability company (“Buyer”), with an address of 11 S. 12th Street, Suite 401, Richmond, Virginia 23219; WILLIAM RICHARD ELLIOTT, with an address at 9 Albemarle Avenue, Richmond, Virginia 23226, and THOMAS EDWARD MESSIER, with an address at 207 Massie Road, Richmond, Virginia 23221 (collectively, “Original Principal”), and MEDALIST DIVERSIFIED REIT, INC., a Maryland corporation having an address at 11 S. 12th Street, Suite 401, Richmond, Virginia 23219 (“REIT” and, together with Original Principal, collectively, “Principal”); and WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION COMM 2016-C
ESCROW AGREEMENTEscrow Agreement • April 25th, 2017 • Medalist Diversified REIT, Inc. • Real estate investment trusts
THIS ESCROW AGREEMENT (the “Escrow Agreement”) is entered into and effective this 20th day of April, 2017 by and among BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (“Escrow Agent” or “Bank”), Medalist Diversified REIT, Inc., a Maryland corporation (“Issuer”), and Moloney Securities Co., Inc., a Missouri corporation (“Moloney” and, together with Escrow Agent and Issuer, the “Parties”).
JEFFERIES LOANCORE LLC LOAN AGREEMENT Dated as of February 10, 2016 Between MEDALIST FUND I-A, LLC as Borrower And JEFFERIES LOANCORE LLC as LenderLoan Agreement • October 5th, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts • New York
LOAN AGREEMENT dated as of February 10, 2016 (as the same may be modified, supplemented, amended or otherwise changed, this "Agreement") between MEDALIST FUND I-A, LLC, a Delaware limited liability company (together with its permitted successors and assigns, "Borrower"), and JEFFERIES LOANCORE LLC, a Delaware limited liability company (together with its successors and assigns, "Lender").
ESCROW AGREEMENTEscrow Agreement • February 20th, 2020 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Virginia
THIS ESCROW AGREEMENT (the “Agreement”) made and entered into this 18th day of February, 2020 (the “Effective Date”) by and between Medalist Diversified REIT, Inc., a Maryland corporation (“Medalist”), and Virginia Commonwealth Bank (“Escrow Agent”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • November 13th, 2020 • Medalist Diversified REIT, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2020, by and among PMI GREENSBORO, LLC, a Delaware limited liability company, having its principal place of business at 406 Page Road, Nashville, Tennessee 37205 (“TIC Borrower 1”), and MDR GREENSBORO, LLC, a Delaware limited liability company, having its principal place of business at 11 S. 12th Street, Suite 401, Richmond, Virginia 23219 (“TIC Borrower 2”, and, collectively with TIC Borrower 1, together with their respective successors and/or assigns, hereinafter, individually or collectively as the context may require, “Borrower”), and BSPRT 2018-FL3 ISSUER, LTD., an exempted company incorporated in the Cayman Islands with limited liability (as successor-in-interest to Benefit Street Partners Realty Operating Partnership, L.P., a Delaware limited partnership, together with its successors and/or assigns, “Lender”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 10th, 2023 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Virginia
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), effective this 10th day of March, 2023 (the “Effective Date”), is by and among Gunston Consulting, LLC, a Virginia limited liability company (“Consultant”), Medalist Diversified REIT, Inc., a Maryland corporation (“REIT”), and Colin Elliott (“Gunston-Employee”).
Medalist Fund Manager, Inc. March 19,2021Side Letter Agreement • March 10th, 2023 • Medalist Diversified REIT, Inc. • Real estate investment trusts
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • July 24th, 2019 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Maryland
THIS INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made as of the ____ day of __________ 20__ (the “Effective Date”), between Medalist Diversified REIT, Inc., a Maryland Company (the “Company”), and ____________, an individual (“Director”).
CREDIT AGREEMENTCredit Agreement • June 17th, 2022 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Virginia
THIS CREDIT AGREEMENT (this "Agreement") dated June 13, 2022, is by and between MDR GREENBRIER, LLC, a Delaware limited liability company, MDR LANCER, LLC, a Delaware limited liability company, and MDR SALISBURY, LLC, a Delaware limited liability company (jointly and severally, whether one or more in number, in any combination, "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
LIMITED LIABILITY COMPANY AGREEMENT OF MDR GREENSBORO HI TRS, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF SEPTEMBER 15, 2017Limited Liability Company Agreement • October 5th, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Virginia
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 20th, 2024 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Virginia
This Purchase and Sale Agreement (“Agreement”) is made and entered into on February 16, 2024 (“Effective Date), by and between MDR Hanover Square, LLC, a Delaware limited liability company (“Buyer”), and PMI Hanover SQ, LLC, a Delaware limited liability company (“Seller”). This Agreement shall be deemed effective as of the last date it is executed by all parties hereto. Buyer and Seller may be referred to herein individually as a “party” and collectively as the “parties.”
FIRST AMENDMENT TO TENANTS IN COMMON AGREEMENTTenants in Common Agreement • August 1st, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO TENANTS IN COMMON AGREEMENT (the “Amendment”) is made as of this ___ day of _____________, 2017 by MDR GREENSBORO, LLC, a Delaware limited liability company (“Medalist”) and PMI GREENSBORO, LLC, a Delaware limited liability company (“PMIG” and collectively referred to herein as “Tenants in Common” or individually as a “Tenant in Common”).
