MDRR 8-K
Medalist Diversified, Inc. (MDRR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
|
| |||
(State or other jurisdiction of incorporation |
| (Commission File Number) |
| (I.R.S. Employer |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Name of each Exchange |
| Trading |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On June 11, 2025, (the “Effective Date”), MDRR XXV Depositor 1, LLC, a Delaware limited liability company (the “Purchaser”), a wholly-owned subsidiary of Medalist Diversified REIT, Inc. (the “Company”), through a taxable REIT subsidiary, entered into a Purchase and Sale Agreement (the “Agreement”), a copy of which is filed as Exhibit 10.1 hereto, with Drake Motor Partners Pensacola LLC, a Colorado limited liability company (the “Seller”), whereby the Purchaser agreed to acquire (the “Acquisition”) a 42,461 square foot, single story building on 3.498 acres of land located at 312 E. 9 Mile Road, Pensacola, Florida, and more particularly described in Exhibit A to the Agreement (the “Property”). The total consideration for the Property is $14,544,504 (the “Consideration”), subject to the prorations and adjustments described in the Agreement. The Consideration is to be paid by the Purchaser to the Seller at Closing (as that term is defined in the Agreement). The Purchaser is required to make an earnest money deposit of $500,000 (“Deposit”) within three business days of the Effective Date.
The Agreement contains provisions, representations, warranties, covenants, conditions and indemnities that are customary and standard for the real estate industry and the sale of commercial real property. The Acquisition is expected to close within 45 days. Several conditions to closing on the Acquisition remain to be satisfied, and there can be no assurance that the Purchaser will complete the transaction on the general terms described above or at all. Under certain conditions the Deposit may not be returned to the Purchaser.
The foregoing description is only a summary of the material provisions of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
Exhibit No. | Description | |
10.1 | ||
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MEDALIST DIVERSIFIED REIT, INC. | |
|
|
|
Dated: June 12, 2025 | By: | /s/ C. Brent Winn, Jr. |
|
| C. Brent Winn, Jr. |
|
| Chief Financial Officer |
Exhibit 10.1
PURCHASE AND SALE AGREEMENT
BETWEEN
Drake motor partners Pensacola LLC
as
SELLER
AND
MDRR XXV Depositor 1, llc
as
PURCHASER
DEFINITIONS: | The following items shall have the meaning set forth below: |
SELLER: | Drake Motor Partners Pensacola LLC, a Colorado limited liability company, c/o Drake Real Estate Services, Inc. 496 South Broadway Denver, CO 80209 Attention: Jon Hauser Phone: 303.825.8500 E-mail: [email protected] |
PURCHASER: | a Delaware limited liability company P. O. Box 8436 Richmond, VA 23226 Attn: Brent Winn Telephone: 804-338-7708 Email: [email protected] |
LAND: | That certain parcel of real property consisting of approximately 3.47 acres (150,556 square feet), located at 312 E 9 Mile Road, in the City of Pensacola, County of Escambia, State of Florida, as more particularly described on Exhibit A attached to this Agreement and incorporated herein by reference. |
PURCHASE PRICE: | The purchase price of the Property (hereinafter defined) is Fourteen Million Five Hundred Forty-Four Thousand Five Hundred Four and 00/100 Dollars ($14,544,504.00), as may be adjusted pursuant to Section 3.C. below. |
EARNEST MONEY: | Five Hundred Thousand Dollars ($500,000.00). |
TITLE COMPANY: | Fidelity National Title- Phoenix NCS 1 E. Washington Street, #450 Phoenix, AZ 85004 Attention: Shannon Mooring, AVP, Assistant Commercial Escrow Officer Phone: (602) 343-7558 Email: [email protected] |
EFFECTIVE DATE: | The date the last party hereto (i.e., Purchaser or Seller) executes this Purchase and Sale Agreement. |
CLOSING DATE: | On or before the thirtieth (30th) day following Seller’s delivery to Purchaser of the Estoppel Certificate. Notwithstanding the foregoing, Purchaser, upon at least ten (10) days' notice to Seller, may elect to close early, in which case the Closing Date shall be the date specified in Purchaser's notice. |
EXPIRATION: | If this Agreement is not signed by Purchaser and delivered to Seller on or before June 11, 2025, Seller's offer to sell the Property on the terms and conditions contained herein shall be deemed withdrawn and of no further effect. |
B. all of Seller's interest in and to all other hereditaments and appurtenances related to the Land;
The Land and the Improvements are hereinafter collectively referred to as the "Real Property." The Real Property and all of the other property and rights described in this Section 1 are hereinafter collectively referred to as the "Property."
Notwithstanding the foregoing or anything contained herein to the contrary, Seller shall not be required to deliver to Purchaser any documents, correspondence or other information in Seller's possession that is confidential or proprietary to Seller, nor shall Seller be obligated to deliver or make available to Purchaser any other documents with respect to the Property.
The documents described in this Section are herein collectively called the "Property Documents", and the information contained in the Property Documents is herein collectively called the "Property Information." Notwithstanding any contrary provision of this Agreement, Purchaser acknowledges that Seller is not representing and warranting that any of the Property Documents and/or Property Information is accurate or complete, and that Seller advises Purchaser to independently verify the facts and conclusions set forth therein.
I.Seller represents and warrants that, to its knowledge, the Declaration, as amended, is in full force and effect.
Seller shall promptly deliver to Purchaser copies of all written notices that Seller receives after the Effective Date that materially affect any of Seller's representations and warranties contained herein, the Lease or the condition of the Property. In addition, Purchaser shall give Seller written notice of any information Purchaser discovers that contradicts Seller's warranties and representations. Seller acknowledges that the representations and warranties made by Seller in this Section are true and correct as of the Effective Date and, except as modified pursuant to this paragraph, also as of the Closing Date. The representations and warranties of Seller set forth in this Section 9 shall survive the Closing for six (6) months.
Purchaser shall have one (1) option to extend the Closing Date for thirty (30) days upon delivery of written notice to Seller at least five (5) business days prior to the then-scheduled Closing Date. Simultaneously with the exercise of such extension option by Purchaser, Purchaser shall deliver to the Title Company an additional Five Hundred Thousand Dollars ($500,000.00) (the “Extension Deposit”). The Extension Deposit shall be immediately nonrefundable to Purchaser, except in the event of Seller’s Default or failure of a condition to close, and deemed part of the Earnest Money, to be applied to and credited against the Purchase Price at Closing.
Closing shall be conducted at the offices of the Title Company; provided, however, that no party shall be required to appear at Closing, as long as all documents and funds required to be executed and/or delivered by such party at Closing are delivered to the Title Company on or before 11:00 a.m. on the Closing Date. Time is of the essence with regard to the Closing Date. At the Closing the following, which are mutually concurrent conditions, shall occur:
(xii)a Declaration estoppel certificate from Seller in the form attached hereto as Exhibit G.
13.LANDLORD DEVELOPMENT COSTS. As of the Effective Date, Seller has provided the Actual Cost Notice to Tenant as required in the Lease. In the event Seller and Tenant have not come to an agreement of the Landlord’s Actual Development Costs at the Closing Date, if Landlord’s Actual Development Costs are less than the Landlord’s Estimated Development Costs, the Purchase Price shall be reduced by the difference in Minimum Annual Rent in accordance with the methods set forth in Section 3(A) herein. Such adjustment shall be made at Closing.
[SIGNATURES ON FOLLOWING PAGE]
SELLER:
Drake Motor Partners Pensacola LLC,
a Colorado limited liability company
By:Drake Developments LLC,
a Colorado limited liability company, Manager
By:Drake Real Estate Services, Inc.,
a Colorado corporation, Manager
By: | /s/ Jon Hauser |
Name: | Jon Hauser |
Title: | General Manager |
Date: | June 11, 2025 |
PURCHASER:
MDRR XXV Depositor 1, LLC,
a Delaware limited liability company
By: | /s/ Brent Winn |
Name: | Brent Winn |
Title: | Chief Financial Officer |
Date: | June 11, 2025 |
List of Exhibits:
Exhibit A – Legal Description of Land
Exhibit B – Notice Statement
Exhibit C – Form of Assignment and Assumption of Lease
Exhibit D – Form of General Assignment and Assumption
Exhibit E – Form of Special Warranty Deed
Exhibit F – Form of Bill of Sale
Exhibit G – Form of Seller’s Declaration Estoppel Certificate
EXHIBIT A
LEGAL DESCRIPTION OF LAND
COMMENCE AT THE SOUTHWEST CORNER OF SECTION 7 TOWNSHIP 1 SOUTH, RANGE 30 WEST ESCAMBIA COUNTY FLORIDA, THENCE GO NORTH 01 DEGREES 13 MINUTES 41SECONDS EAST ALONG THE WEST LINE OF THE AFOREMENTIONED SECTION 7,A DISTANCE OF 98.36 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF U.S HIGHWAY 90 (NINE MILE ROAD, 200FT RJW) THENCE GO SOUTH 88 DEGREES 17 MINUTES 00 SECONDS EAST ALONG THE NORTHERLY RIGHT OF WAY LINE OF SAID U.S. HIGHWAY 90 A DISTANCE OF 191.71 FEET TO THE SOUTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND AS DESCRIBED IN OFFICIAL RECORDS BOOK 6626, PAGE 1617 OF THE PUBLIC RECORDS OF SAID COUNTY THENCE CONTINUE SOUTH 88 DEGREES I 7 MINUTES 00 SECONDS EAST ALONG SAID NORTH RIGHT OF WAY LINEA DISTANCE OF 742.71 FEET TO THE POINT OF BEGINNING THENCE DEPARTING SAID NORTH RIGHT OF WAY LINE GO NORTH 01 DEGREES 43 MINUTES 00 SECONDS EAST A DISTANCE OF 324.79 THENCE GO NORTH 88 DEGREES 17 MINUTES 24 SECONDS WEST A DISTANCE OF 3.53 FEET THENCE GO NORTH 01 DEGREES 48 MINUTES 11 SECONDS EAST A DISTANCE OF 201 .86 FEET THENCE TO SOUTH 88 DEGREES18 MINUTES 01 SECONDS EAST A DISTANCE OF 3.22 FEET THENCE GO NORTH 01 DEGREES 43 MINUTES 00 SECONDS EAST 40.33 FEET TO A POINT ON THE SOUTH LINE OF WHISPERING PINES SUBDIVISION AS RECORDED IN PLAT BOOK 4 AT PAGE 26 OF THE PUBLIC RECORDS OF ESCAMBIA COUNTY FLORIDA THENCE GO SOUTH 88 DEGREES 19 MINUTES 24 SECONDS EAST ALONG THE SOUTH LINE OF AFORESAID WHISPERING PINES SUBDIVISION A DISTANCE OF 171.59 FEET THENCE DEPARTING SAID SOUTH LINE SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST A DISTANCE OF 17.57 FEET THENCE GO SOUTH 88 DEGREES 19 MINUTES 24 SECONDS EAST A DISTANCE OF 181.31 FEET TO THE WESTERLY RIGHT OF WAY LINE OF MUSIC LANE (66FT RIW) THENCE GO SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST ALONG THE AFORESAID WESTERLY RIGHT OF WAY LINE OF MUSIC LANE. A DISTANCE OF 249.67 FEET THENCE DEPARTING SAID WESTERLY RIGHT OF WAY LINE GO NORTH 88 DEGREES 49 MINUTES 37 SECONDS WEST A DISTANCE OF 160.00 FEET THENCE GO SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST A DISTANCE OF 288.48 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF SAID U.S. HIGHWAY 90 THENCE GO NORTH 88 DEGREES 17 MINUTES 00 SECONDS WEST ALONG SAID NORTH RIGHT OF WAY LINE A DISTANCE OF 198.27 FEET TO THE POINT OF BEGINNING.
EXHIBIT B
Form of Notice Statement
Submitted for Recording by and
After Recording Return to:
_____________________
_____________________
_____________________
NOTICE STATEMENT
__________ __, 2025
_____________________
_____________________
_____________________
Re: | Declaration of Easements, Covenants and Restrictions for Nine Mile Plaza Shopping Center Pensacola, Escambia County, Florida, recorded July 17, 2014 in Official Records Book 7198, Page 274, as amended in that First Amendment to the Declaration of Easements, Covenants and Restrictions recorded 7/15/2015 in Official Records Book 7375, Page 992, as further affected by that Second Amendment to the Declaration of Easements, Covenants and Restrictions recorded 8/26/2024, in Official Records Book 9194, Page 871, of the public records of Escambia County, Florida (collectively, the “Declaration”) |
To Whom it May Concern:
Please be advised that, on _______, 2025 (the “Transfer Date”), MDRR XXV Depositor 1, LLC., a Delaware limited liability company (“Acquiring Party”), acquired from Drake Motor Partners Pensacola LLC, a Colorado limited liability company (“Prior Owner”), all of Prior Owner’s right, title and interest in and to the property identified as Parcel C in the Declaration (“Parcel C”). Acquiring Party hereby assumes and agrees to perform all of Prior Owner’s obligations under the Declaration arising from and after the Transfer Date.
In accordance with the terms of the Declaration, all future notices to the owner of Parcel C should be sent to:
MDRR XXV Depositor 1, LLC.
A Delaware limited liability company
Attn:
Telephone:
Email:
Very truly yours,
[Signature Page Follows]
ACQUIRING PARTY:
MDRR XXV Depositor 1, LLC.
a Delaware limited liability company
By: ________________________
Name: Brent Winn
Title: ______________________
Date: ______________________
STATE OF )
) §
COUNTY OF )
The foregoing instrument was acknowledged before me this ______ day of _______________ 20___, by Brent Winn as Chief Financial Officer of MDRR XXV Depositor 1, LLC., a Delaware limited liability company.
WITNESS my hand and official seal.
My commission expires: ___________________________
Notary Public
(NOTARIAL SEAL)
EXHIBIT C
Form of Assignment and Assumption of Lease
ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is made as of ___________ 2025 (the "Effective Date") by and between Drake Motor Partners Pensacola LLC, a Colorado limited liability company ("Assignor"), and MDRR XXV Depositor 1, LLC., a Delaware limited liability company ("Assignee").
RECITALS
WHEREAS, Assignor, as seller, and Assignee, as purchaser, entered into that certain Purchase and Sale Agreement dated _____________________ (the "Purchase Agreement"), wherein Assignor has agreed to sell, and Assignee has agreed to purchase, certain real property, together with improvements thereon, located in the City of Pensacola, County of Escambia, State of Florida and more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Real Property").
WHEREAS, pursuant to the Purchase Agreement and in connection with the sale of the Real Property to Assignee, Assignor wishes to assign, and Assignee wishes to assume, as of the Effective Date, all of Assignor's right, title and interest in, to and under the Lease effectively dated September 21, 2024, by and between Tesla, Inc., a Texas corporation, dba Tesla Florida, Inc., dba Tesla Florida (“Tenant”), as tenant, and Assignor, as landlord (the "Lease").
ASSIGNMENT AND ASSUMPTION
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Assignment. Assignor hereby irrevocably and unconditionally sells, assigns, conveys, transfers and sets over unto Assignee, its heirs, successors and assigns as of the Effective Date, all of Assignor's right, title and interest in, to and under the Lease.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
IN WITNESS WHEREOF, Assignor and Assignee have caused their duly authorized representatives to execute this Assignment as of the Effective Date.
ASSIGNOR:
Drake Motor Partners Pensacola LLC,
a Colorado limited liability company
By:Drake Developments LLC,
a Colorado limited liability company
Its:Manager
By:Drake Real Estate Services, Inc.,
a Colorado corporation
Its:Manager
By: EXHIBIT – DO NOT SIGN
Jon Hauser, General Manager
Date:
ASSIGNEE:
MDRR XXV Depositor 1, LLC.
a Delaware limited liability company
Name:Brent Winn
Exhibit A to Assignment and Assumption of Lease
LEGAL DESCRIPTION OF THE REAL PROPERTY
COMMENCE AT THE SOUTHWEST CORNER OF SECTION 7 TOWNSHIP 1 SOUTH, RANGE 30 WEST ESCAMBIA COUNTY FLORIDA, THENCE GO NORTH 01 DEGREES 13 MINUTES 41SECONDS EAST ALONG THE WEST LINE OF THE AFOREMENTIONED SECTION 7,A DISTANCE OF 98.36 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF U.S HIGHWAY 90 (NINE MILE ROAD, 200FT RJW) THENCE GO SOUTH 88 DEGREES 17 MINUTES 00 SECONDS EAST ALONG THE NORTHERLY RIGHT OF WAY LINE OF SAID U.S. HIGHWAY 90 A DISTANCE OF 191.71 FEET TO THE SOUTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND AS DESCRIBED IN OFFICIAL RECORDS BOOK 6626, PAGE 1617 OF THE PUBLIC RECORDS OF SAID COUNTY THENCE CONTINUE SOUTH 88 DEGREES I 7 MINUTES 00 SECONDS EAST ALONG SAID NORTH RIGHT OF WAY LINEA DISTANCE OF 742.71 FEET TO THE POINT OF BEGINNING THENCE DEPARTING SAID NORTH RIGHT OF WAY LINE GO NORTH 01 DEGREES 43 MINUTES 00 SECONDS EAST A DISTANCE OF 324.79 THENCE GO NORTH 88 DEGREES 17 MINUTES 24 SECONDS WEST A DISTANCE OF 3.53 FEET THENCE GO NORTH 01 DEGREES 48 MINUTES 11 SECONDS EAST A DISTANCE OF 201 .86 FEET THENCE TO SOUTH 88 DEGREES18 MINUTES 01 SECONDS EAST A DISTANCE OF 3.22 FEET THENCE GO NORTH 01 DEGREES 43 MINUTES 00 SECONDS EAST 40.33 FEET TO A POINT ON THE SOUTH LINE OF WHISPERING PINES SUBDIVISION AS RECORDED IN PLAT BOOK 4 AT PAGE 26 OF THE PUBLIC RECORDS OF ESCAMBIA COUNTY FLORIDA THENCE GO SOUTH 88 DEGREES 19 MINUTES 24 SECONDS EAST ALONG THE SOUTH LINE OF AFORESAID WHISPERING PINES SUBDIVISION A DISTANCE OF 171.59 FEET THENCE DEPARTING SAID SOUTH LINE SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST A DISTANCE OF 17.57 FEET THENCE GO SOUTH 88 DEGREES 19 MINUTES 24 SECONDS EAST A DISTANCE OF 181.31 FEET TO THE WESTERLY RIGHT OF WAY LINE OF MUSIC LANE (66FT RIW) THENCE GO SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST ALONG THE AFORESAID WESTERLY RIGHT OF WAY LINE OF MUSIC LANE. A DISTANCE OF 249.67 FEET THENCE DEPARTING SAID WESTERLY RIGHT OF WAY LINE GO NORTH 88 DEGREES 49 MINUTES 37 SECONDS WEST A DISTANCE OF 160.00 FEET THENCE GO SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST A DISTANCE OF 288.48 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF SAID U.S. HIGHWAY 90 THENCE GO NORTH 88 DEGREES 17 MINUTES 00 SECONDS WEST ALONG SAID NORTH RIGHT OF WAY LINE A DISTANCE OF 198.27 FEET TO THE POINT OF BEGINNING.
EXHIBIT D
Form of General Assignment and Assumption
GENERAL ASSIGNMENT AND ASSUMPTION
THIS GENERAL ASSIGNMENT AND ASSUMPTION (this "Assignment") is made as of ___________________, 2025 (the "Effective Date") by and between Drake Motor Partners Pensacola LLC, a Colorado limited liability company ("Assignor"), and MDRR XXV Depositor 1, LLC., a Delaware limited liability company ("Assignee").
RECITALS
WHEREAS, Assignor, as seller, and Assignee, as purchaser, entered into that certain Purchase and Sale Agreement dated _____________________ (the "Purchase Agreement"), wherein Assignor has agreed to sell, and Assignee has agreed to purchase, certain real property, together with improvements thereon, located in the City of Pensacola, County of Escambia, State of Florida and more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Real Property").
WHEREAS, pursuant to the Purchase Agreement and in connection with the sale of the Real Property to Assignee, Assignor wishes to assign, and Assignee wishes to assume, as of the Effective Date, all of Assignor's right, title and interest in, to and under certain contracts and other documents and intangible personal property relating to the Real Property, as more particularly set forth below.
ASSIGNMENT AND ASSUMPTION
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
[SIGNATURES APPEAR ON FOLLOWING PAGE]
IN WITNESS WHEREOF, Assignor and Assignee have caused their duly authorized representatives to execute this Assignment as of the date first above written.
ASSIGNOR:
Drake Motor Partners Pensacola LLC,
a Colorado limited liability company
By:Drake Developments LLC,
a Colorado limited liability company
Its:Manager
By:Drake Real Estate Services, Inc.,
a Colorado corporation
Its:Manager
By: EXHIBIT – DO NOT SIGN
Jon Hauser, General Manager
Date:
ASSIGNEE:
MDRR XXV Depositor 1, LLC.
a Delaware limited liability company
Name:Brent Winn
Exhibit A to General Assignment and Assumption
REAL PROPERTY
COMMENCE AT THE SOUTHWEST CORNER OF SECTION 7 TOWNSHIP 1 SOUTH, RANGE 30 WEST ESCAMBIA COUNTY FLORIDA, THENCE GO NORTH 01 DEGREES 13 MINUTES 41SECONDS EAST ALONG THE WEST LINE OF THE AFOREMENTIONED SECTION 7,A DISTANCE OF 98.36 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF U.S HIGHWAY 90 (NINE MILE ROAD, 200FT RJW) THENCE GO SOUTH 88 DEGREES 17 MINUTES 00 SECONDS EAST ALONG THE NORTHERLY RIGHT OF WAY LINE OF SAID U.S. HIGHWAY 90 A DISTANCE OF 191.71 FEET TO THE SOUTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND AS DESCRIBED IN OFFICIAL RECORDS BOOK 6626, PAGE 1617 OF THE PUBLIC RECORDS OF SAID COUNTY THENCE CONTINUE SOUTH 88 DEGREES I 7 MINUTES 00 SECONDS EAST ALONG SAID NORTH RIGHT OF WAY LINEA DISTANCE OF 742.71 FEET TO THE POINT OF BEGINNING THENCE DEPARTING SAID NORTH RIGHT OF WAY LINE GO NORTH 01 DEGREES 43 MINUTES 00 SECONDS EAST A DISTANCE OF 324.79 THENCE GO NORTH 88 DEGREES 17 MINUTES 24 SECONDS WEST A DISTANCE OF 3.53 FEET THENCE GO NORTH 01 DEGREES 48 MINUTES 11 SECONDS EAST A DISTANCE OF 201 .86 FEET THENCE TO SOUTH 88 DEGREES18 MINUTES 01 SECONDS EAST A DISTANCE OF 3.22 FEET THENCE GO NORTH 01 DEGREES 43 MINUTES 00 SECONDS EAST 40.33 FEET TO A POINT ON THE SOUTH LINE OF WHISPERING PINES SUBDIVISION AS RECORDED IN PLAT BOOK 4 AT PAGE 26 OF THE PUBLIC RECORDS OF ESCAMBIA COUNTY FLORIDA THENCE GO SOUTH 88 DEGREES 19 MINUTES 24 SECONDS EAST ALONG THE SOUTH LINE OF AFORESAID WHISPERING PINES SUBDIVISION A DISTANCE OF 171.59 FEET THENCE DEPARTING SAID SOUTH LINE SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST A DISTANCE OF 17.57 FEET THENCE GO SOUTH 88 DEGREES 19 MINUTES 24 SECONDS EAST A DISTANCE OF 181.31 FEET TO THE WESTERLY RIGHT OF WAY LINE OF MUSIC LANE (66FT RIW) THENCE GO SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST ALONG THE AFORESAID WESTERLY RIGHT OF WAY LINE OF MUSIC LANE. A DISTANCE OF 249.67 FEET THENCE DEPARTING SAID WESTERLY RIGHT OF WAY LINE GO NORTH 88 DEGREES 49 MINUTES 37 SECONDS WEST A DISTANCE OF 160.00 FEET THENCE GO SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST A DISTANCE OF 288.48 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF SAID U.S. HIGHWAY 90 THENCE GO NORTH 88 DEGREES 17 MINUTES 00 SECONDS WEST ALONG SAID NORTH RIGHT OF WAY LINE A DISTANCE OF 198.27 FEET TO THE POINT OF BEGINNING.
Exhibit B to General Assignment and Assumption
LIST OF ASSUMED CONTRACTS
TO BE PROVIDED
Exhibit C-1 to General Assignment and Assumption
FORM OF WARRANTY
GENERAL CONTRACTOR WARRANTY
Retail Building for Drake Motor Partners ____ LLC
{ADDRESS}
Date: _______________________________
___________________________________________ (“Contractor”) hereby unconditionally warrants and guarantees to Drake Motor Partners _______ LLC (“Drake”), or Assigns (“Owner”) (which for purposes hereof “Owner” may include Tesla Motors _________, Inc., as the tenant (“Tenant”) of Drake pursuant to a certain lease by and between Drake and Tenant (the “Lease”)), that all construction, materials, labor, and craftsmanship installed at the above-referenced location have been completed in strict accordance with the executed Standard Form of Agreement Between Owner and Contractor – Stipulated Sum (AIA A101-2017) (the “AIA Contract”) and all project plans, drawings, soils reports, and specifications (all together with the AIA Contract, the “Contract Documents”), and all governmental codes and requirements.
Contractor, hereby unconditionally agrees to properly repair and replace, or cause to be repaired or replaced, in accordance with the Contract Documents and governmental requirements, in a good and workmanlike manner, any and all items contained within the Contract Documents’ scope of Work which may, during the term of this Warranty, be found by Owner to fail, or be defective in any way, or not constructed in accordance with the Contract Documents, together with the replacement of any adjacent or other Work required as a result of the Warranty work. Contractor further agrees that Contractor is responsible for the Work completed by its subcontractors, sub-subcontractors, suppliers, employees, and consultants on this project, and this warranty covers all construction items contained within the AIA Contract’s scope of Work.
This Warranty shall be for a period of one (1) year (the “Warranty Period”) from the date that the Tenant takes possession of the building leased by Tenant pursuant to the Lease and all of Contractor’s work under the Contract Documents is complete, except for minor punch list items which do not interfere with Tenant’s use of the Premises. In addition, Contractor agrees to provide and enforce a twenty (20) year manufacturer’s warranty for the roof, a five (5) year manufacturer’s warranty for the HVAC system, a one (1) year subcontractor’s warranty for the asphalt paving, and a one (1) year warranty for the landscaping.
Should any item, including utilities below or above ground, fail or be found defective within the Warranty Period, Owner (which may include Tenant) shall provide to Contractor written notice to cure the failure and/or defect. Contractor agrees to immediately commence the proper replacement or repair of such areas within ten (10) days of the date of such notice. Should Contractor fail to do so or fail to pursue such with diligence, Contractor hereby authorizes Owner or Tenant without further notice to proceed to have such repair or replacement work performed at Contractor’s expense, and Contractor hereby agrees to honor and pay all costs of such repairs within ten (10) days of the date of receipt of an invoice for such work.
Should Contractor fail to perform such repair or replacement work, or should Contractor fail to make payment to Owner or Tenant for such work not performed, Contractor agrees to also pay the Owner and Tenant’s costs and expenses to enforce this agreement, including reasonable attorney’s fees.
GENERAL CONTRACTOR:
By:
Name & Title:
Address:
Phone: ________________________________________________
Email: ________________________________________________
DRAKE:
Drake Motor Partners PA LLC
By:
Name & Title:
Address:
Phone: ________________________________________________
Exhibit C-2 to General Assignment and Assumption
FORM OF WARRANTY
SUB-CONTRACTOR'S WARRANTY
Retail Building for _______________LLC
__________________________
_________________ , Colorado
Date:______________________________
______________________(“Subcontractor”) hereby unconditionally warrants and guarantees to , or Assigns (“Owner”) that all construction, materials, labor, and craftsmanship installed or provided by subcontractor at the above-referenced location have been completed in strict accordance \Vith all project plans, drawings, soils reports, and specifications (the “Contract Documents”), and all governmental codes and requirements. This Warranty shall be for a period of one (I) year (the "Warranty Period') from the date that the Tenant takes possession of the building leased by Tenant pursuant to the Lease and all of Contractor’s work under the Contract Documents is complete, except for minor punch list items which do not interfere with Tenant's use of the Premises.
Subcontractor, hereby unconditionally agrees to properly repair and replace, or cause to be repaired or replaced, in accordance with the Contract Documents and governmental requirements, in a good and workmanlike manner, any and all items contained within the Subcontractor's scope of Work which may, during the term of this Warranty, be found by Owner to fail, or be defective in anyway, or not constructed in accordance with the Contract Documents, together with the replacement of any adjacent or other Work required as a result of the Warranty work. Subcontractor further agrees that Subcontractor is responsible for the Work completed by its subcontractors, sub-subcontractors, suppliers, employees, and consultants on this project, and this warranty covers all construction items contained within the Subcontractor's scope of Work under their contract.
Should any item fail or be found defective within the Warranty period, Owner shall provide to Subcontractor written notice to cure the failure and/or defect. Subcontractor agrees to immediately commence the proper replacement or repair of such areas within ten (10) days of the date of such notice. Should Subcontractor fail to do so or fail to pursue such with diligence, Subcontractor hereby authorizes Owner or Tenant without further notice to proceed to have such repair or replacement work performed at Subcontractor’s expense, and Subcontractor hereby
agrees to honor and pay all costs of such repairs within ten (10) days of the date of receipt of an invoice for such work.
Should Subcontractor fail to perform such repair or replacement work, or should Subcontractor fail to make payment to Owner or Tenant for such work not performed, Subcontractor agrees to also pay the Owner and Tenant's costs and expenses to enforce this agreement, including reasonable attorney’s fees.
SUB-CONTRACTOR:
_________________________________________
By: | |
Name: | |
Title: | |
Address: | |
| |
Phone: | |
|
Exhibit D to General Assignment and Assumption
LIST OF PERMITS
TO BE PROVIDED
EXHIBIT E
Form of Special Warranty Deed
Return To and Prepared By:
Julia L. Gibson, Esq.
Maynard Nexsen PC
200 E. New England Avenue, Suite 300
Winter Park, FL 32789
Property Appraiser Parcel
Identification (Folio Number(s))
071S3023010000002
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is made the _____ day of _____________, 2025, by Drake Motor Partners Pensacola LLC, a Colorado limited liability company, whose address is 496 S Broadway, Denver, Colorado 80209 (“Grantor”) to MDRR XXV Depositor 1, LLC., a Delaware limited liability company, whose address is P.O. Box 8436, Richmond, VA 23226 (“Grantee”):
WITNESSETH: That the Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, by these presents does grant, bargain, sell, alien, remise, release, convey and confirm unto the Grantee, all that certain land situate in Escambia County, Florida, to-wit:
See Exhibit A attached and incorporated herein.
Together with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining.
This property is not the homestead property of the Grantor, nor contiguous to homestead property, as such homestead is defined under Florida law.
To Have And To Hold, the same in fee simple forever.
And the Grantor hereby covenants with said Grantee that it is lawfully seized of said land in fee simple; that it has good right and lawful authority to sell and convey said land; that it hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons claiming by, through or under the said Grantor, but not otherwise; and that said land is free of all encumbrances, except taxes accruing subsequent to December 31, 2024, and restrictions and easements of record, if any, however, this reference does not operate to reimpose the same.
(*Wherever used herein, the term "Grantee/Grantor" shall include all the parties to this instrument and the heirs, personal representatives, and assigns of individuals and the successors and/or assigns of the corporations; the use of the singular number shall include the plural and the plural the singular; the use of any gender shall include all genders.)
IN WITNESS WHEREOF, Grantor has caused these presents to be executed in its name, and its corporate seal to be hereunto affixed, by its proper officers thereunto duly authorized, the day and year first above written.
Signed, sealed and delivered
in the presence of:
_________________________________ Print Name: Address: _________________________________ Print Name: Address: | GRANTOR: Drake Motor Company Pensacola LLC, a Colorado limited liability company By: Drake Developments LLC, a Colorado limited liability company Its: Manager By: Drake Real Estate Services, Inc., a Colorado corporation Its: Manager By: EXHIBIT – DO NOT SIGN Jon Hauser, General Manager Date: _____________________ |
STATE OF ___________ )
) SS.:
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me by means of [__] physical presence or [ __ ] online notarization this ____ day of _________, 2025, by Jon Hauser, as General Manager of Drake Real Estate Services, Inc., a Colorado corporation on behalf of the corporation. He/She is personally known to me or has produced ________________ (type of identification) as identification.
____________________________
Notary Public
Print Name: ________________
My Commission Expires:
[NOTARIAL SEAL]
Exhibit A to Special Warranty Deed
LEGAL DESCRIPTION OF THE PROPERTY
COMMENCE AT THE SOUTHWEST CORNER OF SECTION 7 TOWNSHIP 1 SOUTH, RANGE 30 WEST ESCAMBIA COUNTY FLORIDA, THENCE GO NORTH 01 DEGREES 13 MINUTES 41SECONDS EAST ALONG THE WEST LINE OF THE AFOREMENTIONED SECTION 7,A DISTANCE OF 98.36 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF U.S HIGHWAY 90 (NINE MILE ROAD, 200FT RJW) THENCE GO SOUTH 88 DEGREES 17 MINUTES 00 SECONDS EAST ALONG THE NORTHERLY RIGHT OF WAY LINE OF SAID U.S. HIGHWAY 90 A DISTANCE OF 191.71 FEET TO THE SOUTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND AS DESCRIBED IN OFFICIAL RECORDS BOOK 6626, PAGE 1617 OF THE PUBLIC RECORDS OF SAID COUNTY THENCE CONTINUE SOUTH 88 DEGREES I 7 MINUTES 00 SECONDS EAST ALONG SAID NORTH RIGHT OF WAY LINEA DISTANCE OF 742.71 FEET TO THE POINT OF BEGINNING THENCE DEPARTING SAID NORTH RIGHT OF WAY LINE GO NORTH 01 DEGREES 43 MINUTES 00 SECONDS EAST A DISTANCE OF 324.79 THENCE GO NORTH 88 DEGREES 17 MINUTES 24 SECONDS WEST A DISTANCE OF 3.53 FEET THENCE GO NORTH 01 DEGREES 48 MINUTES 11 SECONDS EAST A DISTANCE OF 201 .86 FEET THENCE TO SOUTH 88 DEGREES18 MINUTES 01 SECONDS EAST A DISTANCE OF 3.22 FEET THENCE GO NORTH 01 DEGREES 43 MINUTES 00 SECONDS EAST 40.33 FEET TO A POINT ON THE SOUTH LINE OF WHISPERING PINES SUBDIVISION AS RECORDED IN PLAT BOOK 4 AT PAGE 26 OF THE PUBLIC RECORDS OF ESCAMBIA COUNTY FLORIDA THENCE GO SOUTH 88 DEGREES 19 MINUTES 24 SECONDS EAST ALONG THE SOUTH LINE OF AFORESAID WHISPERING PINES SUBDIVISION A DISTANCE OF 171.59 FEET THENCE DEPARTING SAID SOUTH LINE SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST A DISTANCE OF 17.57 FEET THENCE GO SOUTH 88 DEGREES 19 MINUTES 24 SECONDS EAST A DISTANCE OF 181.31 FEET TO THE WESTERLY RIGHT OF WAY LINE OF MUSIC LANE (66FT RIW) THENCE GO SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST ALONG THE AFORESAID WESTERLY RIGHT OF WAY LINE OF MUSIC LANE. A DISTANCE OF 249.67 FEET THENCE DEPARTING SAID WESTERLY RIGHT OF WAY LINE GO NORTH 88 DEGREES 49 MINUTES 37 SECONDS WEST A DISTANCE OF 160.00 FEET THENCE GO SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST A DISTANCE OF 288.48 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF SAID U.S. HIGHWAY 90 THENCE GO NORTH 88 DEGREES 17 MINUTES 00 SECONDS WEST ALONG SAID NORTH RIGHT OF WAY LINE A DISTANCE OF 198.27 FEET TO THE POINT OF BEGINNING.
EXHIBIT F
Form of Bill of Sale
BILL OF SALE
KNOW ALL PERSONS BY THESE PRESENTS: Concurrently with the execution and delivery hereof, Drake Motor Partners Pensacola LLC, a Colorado limited liability company ("Seller"), is conveying to MDRR XXV Depositor 1, LLC., a Delaware limited liability company ("Purchaser"), all of Seller's right, title and interest in and to that certain real property located in the City of Pensacola, County of Escambia, State of Florida, as described on Exhibit A attached hereto and incorporated herein by this reference, together with the improvements located thereon (the "Property").
Seller desires to sell, transfer and quitclaim to Purchaser all of Seller's right, title and interest in and to any and all tangible personal property, if any, owned by Seller and located at and affixed or attached to the Property as of the date set forth below, if any (collectively, the "Personal Property").
NOW, THEREFORE, in consideration of the receipt of Ten and No/l00 Dollars ($l0.00) and other good and valuable consideration in hand paid by Purchaser to Seller, the receipt and sufficiency of which are hereby acknowledged and confessed by Seller, Seller does hereby sell, transfer, and quitclaim to Purchaser, its successors and assigns, all of Seller's right, title and interest in and to the Personal Property, AS IS, WHERE IS, WITH ALL FAULTS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, except Seller warrants that said Personal Property is not subject to monetary encumbrances and has not been previously sold.
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed this ____ day of ____________ 2025.
SELLER:
Drake Motor Partners Pensacola LLC,
a Colorado limited liability company
By:Drake Developments LLC,
a Colorado limited liability company
Its:Manager
By:Drake Real Estate Services, Inc.,
a Colorado corporation
Its:Manager
By: EXHIBIT – DO NOT SIGN
Jon Hauser, General Manager
Date:
Exhibit A to Bill of Sale
LEGAL DESCRIPTION OF PROPERTY
COMMENCE AT THE SOUTHWEST CORNER OF SECTION 7 TOWNSHIP 1 SOUTH, RANGE 30 WEST ESCAMBIA COUNTY FLORIDA, THENCE GO NORTH 01 DEGREES 13 MINUTES 41SECONDS EAST ALONG THE WEST LINE OF THE AFOREMENTIONED SECTION 7,A DISTANCE OF 98.36 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF U.S HIGHWAY 90 (NINE MILE ROAD, 200FT RJW) THENCE GO SOUTH 88 DEGREES 17 MINUTES 00 SECONDS EAST ALONG THE NORTHERLY RIGHT OF WAY LINE OF SAID U.S. HIGHWAY 90 A DISTANCE OF 191.71 FEET TO THE SOUTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND AS DESCRIBED IN OFFICIAL RECORDS BOOK 6626, PAGE 1617 OF THE PUBLIC RECORDS OF SAID COUNTY THENCE CONTINUE SOUTH 88 DEGREES I 7 MINUTES 00 SECONDS EAST ALONG SAID NORTH RIGHT OF WAY LINEA DISTANCE OF 742.71 FEET TO THE POINT OF BEGINNING THENCE DEPARTING SAID NORTH RIGHT OF WAY LINE GO NORTH 01 DEGREES 43 MINUTES 00 SECONDS EAST A DISTANCE OF 324.79 THENCE GO NORTH 88 DEGREES 17 MINUTES 24 SECONDS WEST A DISTANCE OF 3.53 FEET THENCE GO NORTH 01 DEGREES 48 MINUTES 11 SECONDS EAST A DISTANCE OF 201 .86 FEET THENCE TO SOUTH 88 DEGREES18 MINUTES 01 SECONDS EAST A DISTANCE OF 3.22 FEET THENCE GO NORTH 01 DEGREES 43 MINUTES 00 SECONDS EAST 40.33 FEET TO A POINT ON THE SOUTH LINE OF WHISPERING PINES SUBDIVISION AS RECORDED IN PLAT BOOK 4 AT PAGE 26 OF THE PUBLIC RECORDS OF ESCAMBIA COUNTY FLORIDA THENCE GO SOUTH 88 DEGREES 19 MINUTES 24 SECONDS EAST ALONG THE SOUTH LINE OF AFORESAID WHISPERING PINES SUBDIVISION A DISTANCE OF 171.59 FEET THENCE DEPARTING SAID SOUTH LINE SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST A DISTANCE OF 17.57 FEET THENCE GO SOUTH 88 DEGREES 19 MINUTES 24 SECONDS EAST A DISTANCE OF 181.31 FEET TO THE WESTERLY RIGHT OF WAY LINE OF MUSIC LANE (66FT RIW) THENCE GO SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST ALONG THE AFORESAID WESTERLY RIGHT OF WAY LINE OF MUSIC LANE. A DISTANCE OF 249.67 FEET THENCE DEPARTING SAID WESTERLY RIGHT OF WAY LINE GO NORTH 88 DEGREES 49 MINUTES 37 SECONDS WEST A DISTANCE OF 160.00 FEET THENCE GO SOUTH 01 DEGREES 10 MINUTES 23 SECONDS WEST A DISTANCE OF 288.48 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF SAID U.S. HIGHWAY 90 THENCE GO NORTH 88 DEGREES 17 MINUTES 00 SECONDS WEST ALONG SAID NORTH RIGHT OF WAY LINE A DISTANCE OF 198.27 FEET TO THE POINT OF BEGINNING.
EXHIBIT G
DECLARATION ESTOPPEL CERTIFICATE
Dated: ________________
To:PurchaserLender
The undersigned, Drake Motor Partners Pensacola LLC, a Colorado limited liability company (the “Seller”), hereby certifies that with respect to that certain Declaration of Easements, Covenants and Restrictions For Nine Mile Plaza Shopping Center Pensacola, Escambia County, Florida, recorded July 17, 2014 in Official Records Book 7198, Page 274, as amended in Official Records Book 7375, Page 992 and as further amended in Official Records Book 9194, Page 871, all in the Public Records of Escambia County, Florida (collectively the “Declaration”), hereby certifies that, to the best of Seller’s actual knowledge, without inquiry or the duty of inquiry, as of the date hereof:
| 1. | There are no defaults under the Declaration. |
| 2. | Except as set forth above, the Declaration has not been modified or amended. |
| 3. | No payment or amounts are due by Seller under any cost sharing obligation and to the best of Seller’s actual knowledge, no payment or amounts are due by any other Owner. |
| 4. | The Declaration is in full force and effect. |
DRAKE MOTOR PARTNERS PENSACOLA
LLC, a Colorado limited liability company
By:Drake Developments LLC, a Colorado
limited liability company, its Manager
By:Drake Real Estate Services, Inc.,
a Colorado corporation, its Manager
By:
Printed Name:
Its: