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, 2020Medalist Diversified REIT, Inc. • February 20th, 2020 • 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:
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”).
MEDALIST DIVERSIFIED REIT, INC. UNDERWRITING AGREEMENT 200,000 Shares of (Liquidation Preference $25.00 Per Share)Agreement • February 20th, 2020 • 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 Aegis Capital Corp. (“Aegis”) is acting as Representative (the “Representative,” “you” or similar terminology), an aggregate of shares (the “Firm Shares”) of the Company’s 8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series A Preferred 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 shares of Series A Preferred 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 Shares are col
