FIRST AMENDMENT AND ADDENDUM TO CONTRIBUTION AND SALE AGREEMENT
Exhibit 99.1
FIRST AMENDMENT
AND ADDENDUM TO
CONTRIBUTION AND SALE AGREEMENT
THIS FIRST AMENDMENT AND ADDENDUM TO CONTRIBUTION AND SALE AGREEMENT (this “Amendment”) is made and entered into effective as of the 5th day of April, 2018 (the “Amendment Date”), by and between MINNITE FAMILY, LLC, a West Virginia limited liability company, BELPRE I, LLC, a West Virginia limited liability company, BELPRE II, LLC, a West Virginia limited liability company, BELPRE III, LLC, a West Virginia limited liability company, and BELPRE IV, LLC, a West Virginia limited liability company (hereinafter collectively “Seller”) and GMR BELPRE, LLC, a Delaware limited liability company (“Buyer”) (Seller and Buyer, collectively, the “Parties”).
A. WHEREAS, the Parties are the parties to that certain Contribution and Sale Agreement, dated as of March 6, 2018 (the “Agreement”), whereby Seller has agreed to sell, and Buyer has agreed to buy, certain real property and improvements located in Belpre, Ohio, together with certain other rights and interests, all as more particularly set forth in the Agreement (all of which are called the “Property” in the Agreement).
The “Inspection Period,” as used in the Agreement, shall be extended to the sooner of either (i) 5:00 p.m. (Pacific time) on Thursday, April 19, 2018 or (ii) resolution of all Title Objections pursuant to Section 3.3 for the sole and only purpose of resolution of any and all Title Objections. All other rights and obligations of the parties pursuant to the Agreement limited to or by the duration of the Inspection Period shall terminate April 5, 2018 at 5:00 P.M. (Pacific Time), except that i) the rights of Buyer to terminate the Agreement and obtain refund of the Deposit pursuant to Section 3.3 of the Agreement, as amended and supplemented hereby, shall remain in effect and ii) the obligation of Buyer to deliver the Additional Deposit pursuant to Section 2.1 of the Agreement shall be extended to a date within three (3) Business Days after the expiration of the Inspection Period as extended hereby, and iii) the deadlines for Closing and the performance of matters upon which Closing is conditioned shall be extended to coincide with this extension of the Inspection Period.
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Signature page to
1st Amendment to
Contribution and Sale Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Date.
SELLER: | |||
BELPRE I, LLC, | |||
a West Virginia limited liability company | |||
By: |
MINNITE FAMILY, LLC, | ||
a West Virginia limited liability company, | |||
Its Sole Member | |||
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Its: Manager | |||
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Its: Manager | |||
By: | /s/ ▇▇▇ ▇▇▇▇▇▇▇, III | ||
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Its: Manager | |||
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Its: Manager |
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Signature page to
1st Amendment to
Contribution and Sale Agreement
BELPRE II, LLC, | |||
a West Virginia limited liability company | |||
By: |
MINNITE FAMILY, LLC, | ||
a West Virginia limited liability company, | |||
Its Sole Member | |||
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Its: Manager | |||
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Its: Manager | |||
By: | /s/ ▇▇▇ ▇▇▇▇▇▇▇, III | ||
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Its: Manager | |||
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Its: Manager |
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Signature page to
1st Amendment to
Contribution and Sale Agreement
BELPRE III, LLC, | |||
a West Virginia limited liability company | |||
By: |
MINNITE FAMILY, LLC, | ||
a West Virginia limited liability company, | |||
Its Sole Member | |||
By: | /s/ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇. | ||
▇▇▇ ▇▇▇▇▇▇▇, ▇▇. | |||
Its: Manager | |||
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Its: Manager | |||
By: | /s/ ▇▇▇ ▇▇▇▇▇▇▇, III | ||
▇▇▇ ▇▇▇▇▇▇▇, III | |||
Its: Manager | |||
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Its: Manager |
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Signature page to
1st Amendment to
Contribution and Sale Agreement
BELPRE IV, LLC, | |||
a West Virginia limited liability company | |||
By: |
MINNITE FAMILY, LLC, | ||
a West Virginia limited liability company, | |||
Its Sole Member | |||
By: | /s/ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇. | ||
▇▇▇ ▇▇▇▇▇▇▇, ▇▇. | |||
Its: Manager | |||
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
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Its: Manager | |||
By: | /s/ ▇▇▇ ▇▇▇▇▇▇▇, III | ||
▇▇▇ ▇▇▇▇▇▇▇, III | |||
Its: Manager | |||
By: | /s/ ▇▇▇▇▇ ▇.▇▇▇▇▇▇▇ | ||
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
Its: Manager |
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Signature page to
1st Amendment to
Contribution and Sale Agreement
MINNITE FAMILY, LLC, | ||
a West Virginia limited liability company, | ||
By: | /s/ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇. | |
▇▇▇ ▇▇▇▇▇▇▇, ▇▇. | ||
Its: Manager | ||
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
Its: Manager | ||
By: | /s/ ▇▇▇ ▇▇▇▇▇▇▇, III | |
▇▇▇ ▇▇▇▇▇▇▇, III | ||
Its: Manager | ||
By: | /s/ ▇▇▇▇▇ ▇.▇▇▇▇▇▇▇ | |
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
Its: Manager |
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Signature page to
1st Amendment to
Contribution and Sale Agreement
BUYER: | |||||
GMR BELPRE, LLC, | |||||
a Delaware limited liability company | |||||
By: | GLOBAL MEDICAL REIT L.P., | ||||
a Delaware limited partnership, | |||||
its Sole Member | |||||
By: | GLOBAL MEDICAL REIT GP, LLC, | ||||
a Delaware limited liability company, | |||||
its General Partner | |||||
By: | GLOBAL MEDICAL REIT INC., | ||||
a Maryland corporation, | |||||
its Sole Member | |||||
By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||
Its: Chief Financial Officer |
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Schedule 1
ALLOCATION OF PURCHASE PRICE
BUILDING/PARCEL | PURCHASE PRICE | |||
Minnite Family Property | $ | 100,000 | ||
Belpre I | $ | 15,400,000 | ||
Belpre II | $ | 7,650,00 | ||
Belpre III | $ | 9,900,000 | ||
Belpre IV | $ | 31,150,000 | ||
Total | $ | 64,200,000 |
Schedule 1 |