0001144204-18-041334 Sample Contracts

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REAL ESTATE PURCHASE AND SALE AGREEMENT
Real Estate Purchase and Sale Agreement • August 1st, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts

THIS REAL ESTATE PURCHASE AND SALE AGREEBÆNT (this “Agreement”) is entered into as of this 1st day of June, 2016 (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 (“Buyer”).

TENANTS IN COMMON AGREEMENT
Tenants in Common Agreement • August 1st, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts • Virginia

This Tenants in Common Agreement (“Agreement”) is made and effective as of ___________, __, 2017, by and among PMI Greensboro, LLC, a Delaware limited liability company, with an address at 406 Page Road, Nashville, TN 37205 (“PMI Greensboro”), and MDR Greensboro, LLC, a Delaware limited liability company, with an address at 11 S. 12th Street, Suite 401, Richmond, VA 23219 (“Medalist”) (PMI Greensboro 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.

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 • August 1st, 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 • August 1st, 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.

CHANGE IN TERMS AGREEMENT
Change in Terms Agreement • August 1st, 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

SECURITY AGREEMENT
Security Agreement • August 1st, 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").

THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT
Real Estate Purchase and Sale Agreement • August 1st, 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").

modification, CONSENT AND ASSUMPTION AGREEMENT WITH RELEASE
Modification, Consent and Assumption Agreement With Release • August 1st, 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

JEFFERIES LOANCORE LLC LOAN AGREEMENT Dated as of February 10, 2016 Between MEDALIST FUND I-A, LLC as Borrower And JEFFERIES LOANCORE LLC as Lender
Loan Agreement • August 1st, 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").

FIRST AMENDMENT TO TENANTS IN COMMON AGREEMENT
Tenants 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”).

FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT
Real Estate Purchase and Sale Agreement • August 1st, 2018 • Medalist Diversified REIT, Inc. • Real estate investment trusts

This FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this "First Amendment"), is made as of this day of September, 2016 (the "Effective Date"), by and between MEDALIST FUND I-A, LLC, a Delaware limited liability company ("Seller"); and MDR FRANKLIN SQUARE, LLC, a Delaware limited liability company, or its permitted assigns ("Buyer").

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