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): June 18, 2026 (
(Exact Name of Registrant as Specified in Its Charter)
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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:
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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).
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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 17, 2026, (the “Effective Date”), MDR Brookfield, LLC, a Delaware limited liability company (the “Seller”), entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”), with Person Street Partners GP Fund I, L.P., a Delaware limited partnership (the “Purchaser”), whereby the Purchaser agreed to acquire (the “Acquisition”) Brookfield Center, an approximately 64,880 square foot flex-industrial property in Greenville, South Carolina and more particularly described in Exhibit A to the Purchase and Sale Agreement (the “Property”). The total consideration for the Property is $10,250,000 (the “Consideration”), subject to the prorations and adjustments described in the Purchase and Sale Agreement. The Consideration is to be paid by the Purchaser to the Seller at the Closing (as that term is defined in the Purchase and Sale Agreement). The Purchaser is required to make an earnest money deposit of $150,000 within five business days of the Effective Date.
The Purchase and Sale 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.
The foregoing description of the Purchase and Sale Agreement is qualified in its entirety by reference to the Purchase and Sale Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01.
ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
On June 16, 2026, Medalist Diversified, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation (the “Charter Amendment”), which includes provisions designed to protect the tax benefits of the Company’s net operating losses (“NOLs”) and net capital losses (“NCLs”).
The Charter Amendment restricts certain transfers of the Company’s common stock in order to protect the tax benefits of the Company’s NOL and NCL carryforwards. The Charter Amendment transfer restrictions generally restrict any direct or indirect transfers of the Company’s common stock that would increase the direct or indirect ownership of the Company’s common stock by any Person (as defined in the Charter Amendment) from less than 4.9% to 4.9% or more of the Company’s common stock, or increase the percentage of the Company’s common stock owned directly or indirectly by a 4.9 Percent Shareholder (as defined in the Charter Amendment). Further, any direct or indirect transfer attempted in violation of the Charter Amendment will be void as of the date of the prohibited transfer as to the purported transferee.
A summary of the Charter Amendment was included as part of Proposal 4 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 15, 2026. The summary of the Charter Amendment contained in the proxy statement and in this Current Report is qualified by and subject to the full text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report and incorporated herein by reference.
ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
At the Annual Meeting, the Company’s stockholders: (i) elected two Class III director nominees; (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on May 15, 2026; (iii) ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2026; and (iv) approved an amendment to the Company’s charter related to the Company’s tax benefit strategy.
The total number of shares of common stock entitled to vote at the Annual Meeting was 1,428,500, of which 928,583 shares, or 65%, were present in person or by proxy.
A description of each proposal voted on at the Annual Meeting, and the voting results for each such proposal, are set forth below:
Proposal No. 1: The proposal to elect two Class III directors to serve for a three-year term until the 2029 annual meeting of stockholders, until each such director’s successor is duly elected and qualified, was approved by the votes set forth below:
Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Francis P. Kavanaugh | 685,986 | 25,619 | 216,978 |
Neil Farmer | 672,397 | 39,208 | 216,978 |
Proposal No. 2: The compensation of the Company’s named executive officers was approved, on an advisory and non-binding basis, by the votes set forth below:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
685,068 | 24,065 | 2,472 | 216,978 |
Proposal No. 3: The appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2026 was ratified by the votes set forth below:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
908,752 | 1,301 | 18,530 | — |
Proposal No. 4: The proposed amendment to the Company’s charter related to the Company’s tax benefit strategy:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
675,502 | 30,593 | 5,511 | 216,977 |
ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
3.1 | ||
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, INC. | |
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Dated: June 17, 2026 | By: | /s/ C. Brent Winn, Jr. |
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| C. Brent Winn, Jr. |
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| Chief Financial Officer |
EXHIBIT 3.1
MEDALIST DIVERSIFIED, INC.
ARTICLES OF AMENDMENT
Medalist Diversified, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation desires to, and does hereby, amend the charter (the “Amendment”) of the Corporation as currently in effect (the “Charter”) by inserting each of the following definitions in Article IV in applicable alphabetical order in the list of definitions contained therein as updated pursuant to Article Second of these Articles of Amendment.
“Acquire” or “Acquisition” and similar terms mean the direct or indirect acquisition of record, legal, beneficial or any other ownership of Shares by any means, including (a) the exercise of any rights under any option, warrant, convertible security, pledge or other security interest or similar right to acquire shares or (b) the entering into of any swap, hedge or other arrangement that results in the acquisition of any of the economic consequences of ownership of Shares if, as a result of such direct or indirect acquisition, the acquirer would be considered an owner of Shares under the direct, indirect or constructive ownership rules of Section 382 of the Code.
“Agent” shall have the meaning set forth in Section 6.1.2(b).
“Controlled Person” shall have the meaning set forth in Section 6.1.2(f).
“DTC” shall mean The Depository Trust Company, or any successor performing substantially the same function for the Corporation.
“Effective Date” means the date of acceptance for record by the State Department of Assessments and Taxation of Maryland of the Articles of Amendment to the charter of the Corporation first containing this provision.
“Entity” means an entity within the meaning of Treasury Regulation Section 1.382–3(a)(1) (or any successor provision).
“Exempt Person” means any Person designated by the Board as an Exempt Person, subject to the terms of such designation.
“Exempt Person Ownership Cap” means, with respect to any Exempt Person, the maximum number of shares that may be owned or acquired by such Exempt Person as determined from time to time by the Board, subject to the terms of such determination.
“Excess Shares” shall have the meaning set forth in Section 6.1.2(a).
“4.9-Percent Shareholder” means a Person that is identified as a “5-percent shareholder” of the Shares pursuant to Treasury Regulation Section 1.382–2T(g)(1) (or any successor provision) , as applied by replacing "5-percent" with "4.9-percent," where applicable, but excluding (a) any “direct public group” with respect to the Corporation, as that term is defined in Treasury Regulation Section 1.382–2T(j)(2)(ii) (or any successor provision) or (b) any Exempt Person.
“Percentage Stock Ownership” and similar terms means the direct and indirect percentage stock ownership of any Person for purposes of Section 382 of the Code as determined in accordance with Treasury Regulation Section 1.382–2T(g), (h), (j) and (k) and Treasury Regulations Section 1.382-4 (or any successor provisions) including any ownership by application of constructive ownership rules.
“Person” means an individual, corporation, estate, trust, association, limited liability company, partnership, joint venture or similar organization, and also includes a group of Persons that is an “entity” within the meaning of
Treasury Regulation Section 1.382-3(a)(1) (or any successor provision), and shall include any successor (by merger or otherwise) of such entity or group.
“Prohibited Distributions” shall have the meaning set forth in Section 6.1.2 (b).
“Prohibited Transfer” shall have the meaning set forth in Section 6.1.1(a).
“Purported Transferee” shall have the meaning set forth in Section 6.1.2(a).
“Request” shall have the meaning set forth in Section 6.1.1(b).
“Restriction Release Date” means such date, after the Effective Date, that (i) the repeal of Section 382 of the Code or any successor statute occurs if the Board determines that Section 6.1 of Article VI is no longer necessary for the preservation of Tax Benefits, (ii) is the beginning of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward, or (iii) as the Board determines that a limitation on the use of the Tax Benefits under Section 382 of the Code would no longer be a material benefit to the Company.
“Restricted Holder” means a Person that (a) is a 4.9-Percent Shareholder and Acquires or proposes to Acquire additional Shares, (b) is an Exempt Person and Acquires or proposes to Acquire additional Shares in excess of or in violation of the Exempt Person Ownership Cap of such Exempt Person, or (c) is proposing to Acquire Shares, and after such proposed Acquisition of Shares, would be a 4.9-Percent Shareholder.
“Security” or “Securities” shall have the meaning set forth in Section 6.1.2(d).
“Stock” means any interest that would be treated as “stock” of the Corporation pursuant to Treasury Regulation Section 1.382–2T(f)(18) (or any successor provision).
“Tax Benefits” means all net operating loss carryovers, capital loss carryovers, general business credit carryovers, carryovers of disallowed business interest described in Section 163(j)(2) of the Code, alternative minimum tax credit carryovers and foreign tax credit carryovers, if any, as well as any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382 of the Code and the Treasury Regulations promulgated thereunder, of the Corporation or any of its subsidiaries.
“Transfer” means any direct or indirect Acquisition, sale, transfer, assignment, conveyance, pledge or other disposition or other action in any manner whatsoever, whether voluntary or involuntary, by operation of law or otherwise, by an Person that alters the Percentage Stock Ownership of any Person, or any attempt to do any of the foregoing. A Transfer shall also include the creation or grant of an option (including within the meaning of Treasury Regulation Section 1.382-2T(h)(4)(v) or Treasury Regulation Section 1.382-4(d) (or any successor provision)). A Transfer shall include a repurchase of Shares by the Corporation but shall not include an issuance or grant of Shares by the Corporation.
“Treasury Regulation” means a Treasury Regulation promulgated under the Code.
SECOND: The Corporation desires to, and does hereby, amend the Charter by deleting the following defined terms in Article IV.
“Aggregate Share Ownership Limit”
“Charitable Beneficiary”
“Common Share Ownership Limit”
“Excepted Hoder”
“Excepted Holder Limit”
“Ownership Limits”
“REIT Provisions of the Code”
“Restriction Termination Date”
THIRD: The Corporation desires to, and does hereby, amend the Charter by deleting Article VI in its entirety and inserting the following new Article VI.
ARTICLE VI
RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES
Section 6.1.1 Preservation of Tax Benefits.
| (a) | In order to preserve the Tax Benefits, from and after the Effective Date and before the Restriction Release Date, no Transfer other than to the Corporation or other than as approved by the Board of Directors of the Corporation in accordance with Section 6.1.1(b) of the Charter shall be permitted, and any such purported Transfer shall be null and void ab initio, as to the amount of any such purported Transfer of Shares that causes, after giving effect to such purported Transfer (or any series of Transfers of which such Transfer is a part), (i) any Person who is not a 4.9-Percent Shareholder to become a 4.9-Percent Shareholder, (ii) the Percentage Stock Ownership interest in the Corporation of any 4.9-Percent Shareholder to increase, or (iii) the Percentage Stock Ownership of any Exempt Person to increase in excess of or in violation of the Exempt Person Ownership Cap of such Exempt Person (each, a “Prohibited Transfer”). The prior sentence is not intended to prevent the Shares from being DTC-eligible and shall not preclude the settlement of any transactions in the Shares entered into through the facilities of a national securities exchange or any national securities quotation system, provided, that if the settlement of the transaction would result in a Prohibited Transfer, such Transfer shall nonetheless be a Prohibited Transfer. |
| (b) | The restrictions contained in this Section 6.1.1 are for the purposes of reducing the risk that any “ownership change” (as defined in Section 382 of the Code) of the Shares may limit the Corporation’s ability to utilize its Tax Benefits. In connection therewith, and to provide for effective policing of these provisions, a Restricted Holder who proposes to Acquire Shares shall, before the date of such proposed Acquisition, request in writing (a “Request”) that the Board of Directors of the Corporation (or a duly authorized committee thereof) review such proposed Acquisition and authorize or not authorize such proposed Acquisition in accordance with this Section 6.1.1(b)). A Request shall be made in accordance with this Section 6.1.1(b) and shall be delivered by e-mail to the Chief Financial Officer of the Corporation or by registered mail, return receipt requested, to the Chief Financial Officer of the Corporation at the principal executive offices of the Corporation. Such Request shall be deemed to have been received by the Corporation only when actually received by the Corporation. To be made in accordance with this Section 6.1.1(b), a Request shall include (i) the name, address and telephone number of the Restricted Holder, (ii) a description of the Restricted Holder’s existing direct and indirect ownership of Shares, together with such ownership of all affiliates and associates of the Restricted Holder, (iii) a description of the Shares that the Restricted Holder proposes to Acquire, (iv) the date on which such proposed Acquisition is expected to take place (or, if such Acquisition is proposed to be made in a transaction on a national securities exchange or any national securities quotation system, a statement to that effect), (v) the name, address and telephone number of the proposed transferor of the Shares that the Restricted Holder proposes to Acquire (or, if such Acquisition is proposed to be made in a transaction on a national securities exchange or any national securities quotation system, a statement to that effect), (vi) a reasonably detailed description of the Acquisition, and (vii) a request that the Board of Directors authorize, if appropriate, such Acquisition pursuant to this Section 6.1.1(b). The Board of Directors may authorize an Acquisition by a Restricted Holder, if it determines in its sole discretion, that, such Acquisition will not be likely to directly or indirectly limit the availability to the Corporation of the Tax Benefits or is otherwise in the best interests of the Corporation and, in such case, the restrictions set forth in Section 6.1.1(a) shall not apply to such Acquisition. If the Board of Directors authorizes an Acquisition by a Restricted Holder, it may, in its sole discretion, deem such Restricted |
| Holder to be an Exempt Person (and to determine the deemed Exempt Person Initial Ownership) under this Article VI. The Board of Directors may determine not to authorize a proposed Acquisition by a Restricted Holder and such proposed Acquisition will remain a Prohibited Transfer. Any determination to authorize a proposed Acquisition by a Restricted Holder granted hereunder may be granted in whole or in part, may be given prospectively or retroactively, and may be subject to any limitations or conditions (including restrictions on the ability of the Restricted Holder to subsequently transfer Shares acquired through such authorized Acquisition), in each case as and to the extent the Board shall determine in its sole discretion. In addition, the Board of Directors may, in its sole discretion, require representations from the Restricted Holder or an opinion of counsel to be rendered by counsel selected by the Board of Directors, that the Transfer will not result in the application of any limitations under Section 382 of the Code on the use of the Tax Benefits or other matters that the Board of Directors may determine. Any Restricted Holder who makes a Request to the Board of Directors shall reimburse the Corporation, on demand, for all costs and expenses incurred by the Corporation with respect to any proposed Acquisition of Shares, including the Corporation’s costs and expenses incurred in determining whether to authorize the proposed Acquisition, which costs may include any expenses of counsel and/or tax advisors engaged by the Board of Directors to advise the Board of Directors or deliver an opinion thereto. |
Section 6.1.2 Treatment of Excess Shares.
Section 6.1.3Legends; Compliance.
THE TRANSFER OF SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTION PURSUANT TO ARTICLE VI OF THE CHARTER OF MEDALIST DIVERSIFIED, INC., AS AMENDED, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS. IF THE TRANSFER RESTRICTIONS ARE VIOLATED, THEN THE TRANSFER WILL BE VOID AND THE PURPORTED TRANSFEREE OF THE STOCK WILL BE REQUIRED TO TRANSFER THE EXCESS SHARES (AS DEFINED IN THE CHARTER) TO THE CORPORATION’S AGENT.
(g) The Board shall at least annually consider whether to make the determination provided by clause (iii) of the definition of Restriction Release Date in light of all relevant factors, including the amount and anticipated utilization of the Corporation’s Tax Benefits and the Corporation’s market capitalization.
FOURTH: The amendments to the Charter as set forth above have been duly advised by at least a majority of the entire Board of Directors as required by law and were as duly approved by the stockholders of the Corporation in the manner and by the vote required by the Maryland General Corporation Law and the Charter.
FIFTH: There has been no increase in the authorized shares of stock of the Corporation effected by the amendments to the Charter as set forth above.
SIXTH: These Articles of Amendment shall become effective at 5:01 p.m., Eastern Time, on [DATE], 2026 (the “Effective Time”).
SEVENTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and Chief Executive Officer and attested to by its Chief Financial Officer on this 16th day of June 2026.
ATTEST: | MEDALIST DIVERSIFIED, INC. | |||
By: | /s/ C. Brent Winn, Jr. | By: | /s/ Francis P. Kavanaugh | |
Name: | C. Brent Winn, Jr. | Name: | Francis P. Kavanaugh | |
Title: | Chief Financial Officer | Title: | President and Chief Executive Officer | |
EXHIBIT 10.1
PURCHASE AND SALE AGREEMENT
dated
June 16, 2026
by and between
MDR BROOKFIELD, LLC,
as SELLER
and
PERSON STREET PARTNERS GP FUND I, L.P.,
as PURCHASER
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PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this “Agreement”) is dated and made as of June 16, 2026 (the “Effective Date”) by and between MDR BROOKFIELD, LLC, a Delaware limited liability company (“Seller”), having an address at P.O. Box 8436, Richmond, Virginia 23226, and PERSON STREET PARTNERS GP FUND I, L.P., a Delaware limited partnership, having an address at 4000 Centregreen Way, Suite 130, Cary, North Carolina 27513 (“Purchaser”). Purchaser and Seller are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.
RECITALS
A.Seller desires to sell and Purchaser desires to purchase all of Seller’s right, title and interest in and to the Property, upon the terms and conditions set forth in this Agreement.
B.Certain rules of construction for interpreting this Agreement are set forth on Schedule 1 attached hereto which is hereby incorporated in and constitutes part of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as set forth below.
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Notwithstanding the foregoing, the term “Property” or “Personal Property” shall not include, and specifically excludes, all confidential information and proprietary information unrelated and not reasonably applicable to the ongoing operation of the Property. Further, Seller shall not be required to disclose (i) any internal valuations, internal memorandums, internal communications (including all communications regarding the sale of the Property or negotiations therefor or regarding other internal matters pertaining to Seller), except to the extent required to confirm the Seller Representations or as is customarily provided with due diligence materials in comparable transactions, (ii) internal or third party appraisals and/or (iii) any information prepared by Seller’s legal counsel or attorney-client privileged communications (collectively, hereinafter referred to as the “Withheld Materials”).
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provided otherwise herein; provided that nothing herein shall limit or impair Purchaser’s rights or remedies with respect to fraud or intentional misrepresentation by Seller.
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suitability for any purposes whatsoever, and any information furnished by the Released Parties in connection with this Agreement. The release and waiver set forth in this Section 1.6 is not intended and shall not be construed as (x) affecting or impairing any rights or remedies that Purchaser may have against Seller as a result of a breach of any of Seller’s Representations or any of Seller’s obligations under this Agreement which expressly survive the Closing, or (y) shifting to Purchaser any obligation, responsibility or liability that Purchaser would not otherwise have under this Agreement, at law, in equity or otherwise, including, without limitation, any liability for third party claims accruing prior to Closing; or (z) waiving or impairing any rights of subrogation or contribution Purchaser may have with respect to third party claims accruing prior to Closing. For purposes of clarity, the Excepted Claims shall include any Claim for fraud, intentional misrepresentation, or willful misconduct by Seller.
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Within three (3) business days following the expiration of the Due Diligence Period, Purchaser shall deposit an additional ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00) (the “Additional Deposit” and together with the Initial Deposit, the “Deposit”) with the Escrow Agent by wire transfer of immediately available federal funds.
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the full amount of the Deposit shall become non-refundable to Purchaser subject only to a Seller default of this Agreement, but shall be applicable to the Purchase Price at Closing.
By exiting the Due Diligence Period without delivering a Termination Notice, Purchaser acknowledges that Purchaser has had an opportunity to make thorough inspections and investigations of the Property and, except as set forth in this Agreement and in any documents delivered by Seller to Purchaser at Closing, Purchaser agrees to take title to the Property "AS-IS, WHERE IS, AND WITH ALL FAULTS" and in the condition existing as of the date of this Agreement, subject to reasonable use, ordinary wear and tear, and without any reduction in or abatement of the Purchase Price. Except as set forth in this Agreement, Purchaser acknowledges and agrees that it will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel, and officers. Neither party to this Agreement is relying on any statement or representation of the other party not expressly stated in this Agreement.
ACCESS AND INSPECTIONS
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Title Company to delete, specified or all of the matters to which Purchaser objected. Seller shall have no obligation to eliminate or remove, or cause the Title Company to delete, any matters to which Purchaser has objected, except as otherwise expressly provided in this Section 8.1, and if Seller fails to provide an Objection Response in a timely manner Seller shall be deemed to have declined to eliminate or remove, or cause the Title Company to delete, specified or all of the matters to which Purchaser objected. If Seller is unable or unwilling to remove, eliminate or cause to be deleted any of the matters to which Purchaser objected, or is deemed to be unable or unwilling, Purchaser may terminate this Agreement in its sole and absolute discretion and receive a return of the refundable portion of the Deposit (the nonrefundable portion of which shall be released to Seller); provided, however, the failure of Purchaser to terminate this Agreement on or before the expiration of the Due Diligence Period shall be deemed Purchaser’s election not to terminate this Agreement on account of any matters shown on the Title Commitment or New Survey that Seller has not agreed to eliminate or remove or cause the Title Company to delete and all such matters except for Required Removal Items (as hereinafter defined) will constitute the “Permitted Exceptions”. If Purchaser does not make a timely objection to an exception to title other than a Required Removal Item or if Purchaser elects (or is deemed to have elected) to accept any exceptions to which Purchaser has previously objected, such exceptions shall be additional Permitted Exceptions. Notwithstanding anything to the contrary contained in this Section 8.1, subject to the provisions of Section 8.3, Seller shall be obligated to eliminate or remove, or cause the Title Company to delete (a) liens evidencing monetary encumbrances on the Property made by or through Seller (other than liens for non-delinquent general real estate taxes) (“Monetary Liens”), (b) liens or encumbrances created by Seller or its agents and affiliates after the Effective Date in violation of Section 10.1, and (c) any Title Objection that Seller elects in its Objection Response to remove (collectively, the “Required Removal Items”). Under no circumstances will Purchaser be required to object to or be deemed to have approved any Required Removal Item.
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remove any objectionable Exception or New Exception that Seller agreed in accordance with the terms of this Article VIII to remove, then Purchaser may elect either to close with no adjustment to the Purchase Price, except as provided in Section 8.3, or exercise its remedies pursuant to Section 12.2.
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commencement of proceedings if Purchaser fails to respond within ten (10) days after Purchaser receives written notice of Seller’s intent to commence proceedings. This Section shall survive Closing.
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Purchaser):
The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deed.
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receive a refund of the Deposit and Seller shall reimburse Purchaser for its reasonable and documented out-of-pocket costs for conducting Due Diligence, except that such cost reimbursement shall not exceed One Hundred Fifty Thousand and No/100 Dollars ($150,000.00); or (ii) to commence within ninety (90) days of the date the Closing was to have occurred and diligently prosecute an action in the nature of specific performance. If an action in the nature of specific performance is not an available remedy as a direct result of Seller’s sale and conveyance of the Property to a third-party in bad-faith prior to Closing (a “Seller Bad Boy Act”), then the Deposit will be returned to Purchaser, and Purchaser will have available to it an action at law or otherwise for damages. Notwithstanding the foregoing, Purchaser shall retain all rights pursuant to this Agreement, at law, or in equity, and nothing contained in this Section 12.2, will limit the liability of Seller for any actions commenced after Closing with respect to any obligation or representation of Seller (subject to the terms of Section 15.16 and Section 15.22 herein), which by the terms of this Agreement survive Closing, including but not limited to provisions regarding confidentiality and payment of brokerage fees.
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(a)Seller hereby represents to Purchaser that Seller has not engaged any broker in connection with the sale and purchase of the Property except for CBRE, Inc. (“Seller’s Broker”). Seller agrees to indemnify and hold Purchaser harmless from the claims of Seller’s Broker any other party claiming a commission due it by reason of an agreement with Seller.
(b)Purchaser hereby represents to Seller that Purchaser has not engaged any broker in connection with the sale and purchase of the Property except for Jones Lang & LaSalle (“Purchaser’s Broker”). Purchaser agrees to indemnify and hold Seller harmless from the claims of Purchaser’s Broker and any other party claiming a commission due it by reason of an agreement with Purchaser.
(c) The provisions of this Section 15.4 will survive the Closing and the delivery of the Deed or termination of this Agreement.
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recognized overnight delivery service that provides evidence of the date of delivery, or (iv) electronic mail, in any case with all charges prepaid, addressed to the appropriate party at its address listed below.
To Seller: | MDR Brookfield, LLC |
P.O. Box 8436
Richmond, Virginia 23226
Attention: Brent Winn, Chief Financial Officer
Email: [email protected]
With a copy to: | Maynard Nexsen PC |
4141 Parklake Ave., Suite 200
Raleigh, North Carolina 27612
Attention: Alex Serkes
Email: [email protected]
To Purchaser:Person Street Partners GP Fund I, L.P.
4000 Centregreen Way, Suite 130
Cary, NC 27513
Attention: Jake Jatis
Email: [email protected]
With a copy to: | Longleaf Law Partners |
4509 Creedmoor Road, Suite 302
Raleigh, North Carolina 27612
Attention: David E. Miller, III
Email: [email protected]
All Notices given in accordance with this Section will be deemed to have been received three (3) business days after having been deposited in any mail depository regularly maintained by the United States Postal Service, if sent by certified mail, on the date delivered if by personal delivery or electronic mail (without notice of delivery rejection or kickback), or one (1) business day after having been deposited with a nationally recognized overnight delivery service, if sent by overnight delivery, or on the date delivery is refused, as indicated on the return receipt or the delivery records of the delivery service, as applicable. Notices given by counsel to a party in accordance with the above shall be deemed given by such party.
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Notwithstanding the foregoing, any Purchaser assignment of this Agreement will not relieve Purchaser of its obligations hereunder and, subsequent to any such assignment, Purchaser’s liability hereunder will continue until the completion of the transactions contemplated by this Agreement notwithstanding the assignment or any subsequent modification or amendment of this Agreement or the release(s) of any subsequent purchaser hereunder from any liability.
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(“Seller’s Maximum Liability”) and no claim by Purchaser may be made and Seller shall not be liable for any judgment in any action based upon any such claim unless and until Purchaser’s claims are for an aggregate amount in excess of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the “Claims Threshold”), in which event Seller’s liability respecting any final judgment concurring such claim(s) shall be for the entire amount thereof, subject to Seller’s Maximum Liability. Notwithstanding anything to the contrary in this Section 15.16, Seller’s obligation to pay (i) the Broker or to indemnify Purchaser for any claims by brokers in accordance with Section 15.4 or (ii) prorations as set forth in Article XI shall be excluded for purposes of calculating Seller’s Maximum Liability. The amount of Seller’s Maximum Liability shall be exclusive of any attorneys’ fees, and ancillary court and experts’ costs and fees payable to Purchaser. The provisions of this Section 15.16 will survive the Closing and the delivery of the Deed.
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The provisions of this Section 15.21 will survive the Closing and the delivery of the Deed.
Notwithstanding any contrary provision of this Agreement, if Seller becomes aware during the pendency of this Agreement prior to Closing of any matters which make any of its representations or warranties untrue in any material respect, Seller shall promptly disclose such matters to Purchaser in writing. In the event that Seller so discloses any matters which make any Seller’s representations and warranties so untrue in any material respect or in the event that Purchaser otherwise becomes aware during the pendency of this Agreement prior to Closing of any matters which so make any of Seller’s representations or warranties untrue in any material respect, Seller shall bear no liability for such matters (provided that such untruth is not the result of Seller’s intentional misrepresentation or Seller’s breach of any express covenant set forth in this Agreement), but shall have the opportunity to cure such matters prior to Closing. If Seller fails to cure such matters prior to Closing, or indicates to Purchaser that it does not intend to cure such matters prior to Closing, then Purchaser shall have the right to elect in writing on or before the Closing Date, (i) to waive such matters and complete the purchase of the Property without reduction of the Purchase Price in accordance with the terms of this Agreement, or (ii) as to any matters disclosed following the expiration of the Due Diligence Period, to terminate this Agreement if the failure of such representations or warranties would, individually or in the aggregate, result in an adverse impact or cost on or to the Property or Purchaser as determined in Purchaser’s reasonable discretion.
No claim for a breach of any of Seller’s Representations shall be actionable or payable if such breach is due to or is based on a condition, state of facts or other matter that was known to Purchaser or
33
disclosed to Purchaser in this Agreement, the Property Information Documents, the Closing Documents or an estoppel certificate, in each case, with reasonable specificity, or in writing delivered to Purchaser prior to Closing.
[The Remainder of the Page is Intentionally Blank]
34
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties hereto, as of the Effective Date.
a Delaware limited liability company
By: MEDALIST DIVERSIFIED HOLDINGS, L.P.
a Delaware limited partnership
Its: Sole Member
By: MEDALIST DIVERSIFIED, INC.
a Maryland corporation
Its: General Partner
By: /s/ C. Brent Winn, Jr.
Name: C. Brent Winn, Jr.
Its: Chief Financial Officer
PURCHASER:
PERSON STREET PARTNERS GP FUND I, L.P.
a Delaware limited partnership
By: /s/ Jake Jatis
Name: Jake Jatis
Title: Authorized Signatory
AGREEMENT OF ESCROW AGENT
The undersigned has executed this Agreement solely to confirm its agreement to (a) hold the Escrow Funds in escrow in accordance with the provisions hereof and (b) comply with the provisions of Article XIV and Section 15.21.
Kensington Vanguard National Land Services
By: ____________________________
Name: __________________________
Title: ___________________________
SCHEDULE AND EXHIBITS
Schedule 1 | Rules of Construction |
Schedule 2 | Existing Tenants & Leases |
Schedule 3 | Reserved |
Schedule 4 | Existing Service Agreements |
Schedule 5 | Reserved |
Schedule 6 | Seller Tenant Inducement Costs |
Schedule 7 | Reserved |
Schedule 8 | Deferred Rents |
Schedule 9 | Existing Security Deposits |
Schedule 10 | Pending Litigation Matters |
Schedule 11 | Description of Casualty Event; Self-Help Rights |
Exhibit A | Legal Description |
Exhibit B | Form of Deed |
Exhibit C | Reserved |
Exhibit D | Form of FIRPTA Certificate |
Exhibit E | Form of Bill of Sale |
Exhibit F | Form of Tenant Estoppel Certificate |
Exhibit G | Form of Tenant Notice Letter |
Exhibit H | Access Agreement |
Exhibit I | Form of Assignment and Assumption Agreement |
SCHEDULE 1
RULES OF CONSTRUCTION
(a)References in this Agreement to numbered Articles and Sections are references to the Articles and Sections of this Agreement. References to any numbered or lettered Exhibits or Schedules are references to the Exhibits or Schedules attached to this Agreement, all of which are incorporated in and constitute a part of this Agreement. Article, Section, Exhibit and Schedule captions are for reference only and do not describe or limit the substance, scope or intent of the individual Articles, Sections, Exhibits or Schedules.
(b)The terms “include”, “including” and similar terms are construed as if followed by the phrase “without limitation” unless such words or the words “but not limited to” already immediately follow.
(c)The terms “Land”, “Improvements”, “Fixtures and Personal Property” and “Property” are construed as if followed by the phrase “or any part thereof”.
(d)The singular of any word includes the plural and the plural includes the singular. The use of any gender includes all genders.
(e)The terms “person”, “party” and “entity” include natural persons, firms, partnerships, limited liability companies and partnerships, corporations and any other public or private legal entity.
(f)The term “provisions” includes terms, covenants, conditions, agreements and requirements.
(g)The term “amend” includes modify, supplement, renew, extend, replace or substitute and the term “amendment” includes modification, supplement, renewal, extension, replacement and substitution.
(h)Reference to any specific law or to any document or agreement, includes any future amendments, modifications, supplements and replacements to the law, document or agreement, as the case may be.
(i)No inference or construction or construction in favor of or against a party may be drawn from the fact that the party drafted this Agreement but shall be construed as if both parties prepared this Agreement.
(j)All obligations, rights, remedies and waivers contained in this Agreement will be construed as being limited only to the extent required to be enforceable under the Law.
(k)The term “business day” means any day other than Saturday or Sunday or legal holiday in the State of South Carolina.
SCHEDULE 2
EXISTING TENANTS & LEASES
| 1. | ATS Kids, LLC |
| a. | Lease dated as of June 12, 2025 |
| b. | Guarantee of Lease dated June 12, 2025 |
| 2. | RurouniFADI, LLC |
| a. | Lease (effective date February 18, 2019) |
| b. | Lease Commencement Letter dated April 15, 2019 |
| c. | First Amendment to Lease Agreement dated October 12, 2023 |
| 3. | Gravitopia Carolina, LLC |
| a. | Lease (effective date October 29, 2018) |
| b. | Letter agreement dated June 15, 2020 |
| c. | Amendment to Lease dated October 7, 2020 |
| d. | Notice of renewal – letter dated May 23, 2025, fully executed June 4, 2025 |
| 4. | Orkin, LLC dba Orkin Pest Control |
| a. | Lease (effective date August 13, 2021) |
| b. | First Amendment to Lease Agreement dated February 3, 2026 |
| 5. | S&ME, Inc. |
| a. | Lease dated as of February 29, 2016 |
| b. | Confirmation of Lease Term Agreement dated as of July 27, 2017 |
| c. | First Amendment to Lease dated as of September 21, 2017 |
| d. | Second Amendment to Lease Agreement dated August 22, 2023 |
| 6. | Schindler Elevator Corporation |
| a. | Lease Agreement dated as of July 24, 2015 |
| b. | First Amendment to Lease Agreement dated August 29, 2022 |
SCHEDULE 3
RESERVED
SCHEDULE 4
EXISTING SERVICE AGREEMENTS
| 1. | Baker Roofing – Roof |
| 2. | American Fire Protection - Alarm Monitoring and Inspection |
| 3. | Sentry Fire - Sprinkler Inspection |
| 4. | Hagins Landscaping – Landscaping |
| 5. | Waste Connections of SC - Trash Removal |
| 6. | Greenville Maintenance - General Maintenance |
SCHEDULE 5
RESERVED
SCHEDULE 6
SELLER TENANT INDUCEMENT COSTS
None.
SCHEDULE 7
RESERVED
SCHEDULE 8
DEFERRED RENTS
None.
SCHEDULE 9
EXISTING SECURITY DEPOSITS
ATS Kids, LLC | $12,913.68 |
Gravitopia Carolina, LLC | $14,666.00 |
Orkin, LLC | $4,511.29 |
RurouniFADI, LLC | $3,017.64 |
$35,108.61 |
SCHEDULE 10
PENDING LITIGATION MATTERS
None.
SCHEDULE 11
DESCRIPTION OF CASUALTY EVENT
On March 2, 2026, at approximately 8:20 a.m., a vehicular incident occurred at the Property in which a fleet vehicle operated by Nathaniel Crabb, an employee of Schindler Elevator Corporation ("Schindler"), struck one of the Buildings while the driver was attempting to park in a designated electric vehicle charging spot. According to the driver's statement, the vehicle was inadvertently shifted into drive when the driver re-entered the vehicle to retrieve personal belongings, causing the vehicle to accelerate into the Building's exterior. The vehicle is insured under a commercial automobile liability policy issued by Zurich American Insurance Company. Supporting documentation, including a certificate of insurance for Schindler, the automotive insurance identification card, and photographic documentation of the damage, has been compiled in connection with this incident.
Purchaser’s Post-Closing Rights Regarding Casualty Event.
| a. | Purchaser shall use commercially reasonable efforts to minimize the cost and scope of the Self-Help Work and shall not undertake any work that exceeds the scope of the Seller Repair Work as defined in this Agreement without the prior written consent of Seller; and |
| b. | Purchaser shall maintain accurate and complete records of all Self-Help Work performed and all costs and expenses incurred in connection therewith, including copies of all contracts, invoices, receipts, lien waivers, and inspection reports, and shall make such records available to Seller for review and copying upon reasonable request. |
| 4. | Dispute Resolution. Any dispute arising out of or relating to this Schedule 11 including any dispute regarding the reasonableness or amount of costs incurred in connection with the Self-Help Work, shall be resolved in accordance with the following procedures: |
| a. | The parties shall first attempt in good faith to resolve such dispute through direct negotiation between senior representatives of each party for a period of not less than thirty (30) days following written notice of such dispute (the "Negotiation Period"). |
| b. | If the dispute is not resolved during the Negotiation Period, either party may submit the dispute to mediation administered by a mediator mutually agreed upon by the parties, or, failing such agreement within ten (10) business days, by a mediator selected in accordance with the rules of the American Arbitration Association. The mediation shall take place in Greenville County, South Carolina, and the costs of the mediator shall be shared equally by the parties. |
| c. | If the dispute is not resolved through mediation within sixty (60) days following the commencement of the mediation process, either party may pursue any remedy available at law or in equity in a court of competent jurisdiction in the State of South Carolina. |
| 5. | Exclusivity of Remedy. Except in the case of fraud, intentional misrepresentation, fraudulent concealment, or willful misconduct by Seller, the self-help remedy set forth in this Schedule 11 shall constitute Purchaser's sole and exclusive remedy with respect to Seller's failure to complete the Seller Repair Work, whether arising before or after Closing. Purchaser hereby waives any and all other rights and remedies it may have at law or in equity with respect to the Seller Repair Work, including any right to claim consequential, special, incidental, or punitive damages. Nothing in this subsection shall limit or waive Purchaser's rights or remedies with respect to any other provision of this Agreement or any breach by Seller of any other representation, warranty, covenant, or obligation under this Agreement. Nothing herein shall limit Purchaser's rights with respect to any latent defect in the Seller Repair Work that Seller had actual knowledge of and did not disclose to Purchaser prior to or after Closing. |
| 6. | Survival. The provisions of this Schedule 11 shall survive Closing. |
EXHIBIT A
LEGAL DESCRIPTION
Lying and being situated in Greenville County, South Carolina, and being more particularly described as follows:
All those certain pieces, parcels or tracts of land situate, lying and being in the County of Greenville, State of South Carolina, being shown and designated as Lot 1 and Lot 2 containing 7.890 acres, more or less, on a plat entitled "Survey for Brookfield South Associates, LLC" dated June 21, 2006 and recorded in Plat Book 1014 at Page 70 in the Office of the Register of Deeds for Greenville County, South Carolina and more recently shown and designated as 7.879 acres, more or less, on plat entitled "Survey for Appian-Brookfield South 48, LLC" dated August 31, 2016 and recorded October 19, 2016 in Plat Book 1252 at Page 95 in the Office of the Register of Deeds for Greenville County, South Carolina. Reference to said more recent plat is hereby made for a complete metes and bounds description.
Easement Parcel # 1:
Together with any easements created under Cross-Access Easement and Driveway Maintenance Agreement as recorded in Book 2498, Page 3750, of the Greenville County Registry.
Easement Parcel # 2:
Restrictions for Brookfield South as recorded in Book 1539, Page 887, as affected by that Amendment to Declaration of Easements, Covenants, Conditions and Restrictions for Brookfield South recorded in Book 1539, Page 931; as affected by Second Amendment to Declaration of Easements, Covenants, Conditions and Restrictions for Brookfield South recorded in Book 1670, Page 394; as affected by that Third Amendment to Declaration of Easements, Covenants, Conditions and Restrictions for Brookfield South recorded in Book 1743, Page 911 and as affected by that Assignment of Declarant Rights Under Declaration of Easements, Covenants, Conditions and Restrictions for Brookfield South recorded in Book 2012, Page 560, all of the Greenville County Registry.
EXHIBIT B
FORM OF LIMITED WARRANTY DEED
)LIMITED WARRANTY DEED
COUNTY OF _____________ | ) |
KNOW ALL BY THESE PRESENTS, that ____________________, a _______________________ (“GRANTOR”), in the State aforesaid, for and in consideration of the sum of ______________________ and 00/100 Dollars ($_________________.00) to GRANTOR, in hand paid at and before the sealing of these presents, by ___________________, a ________________________ (“GRANTEE”), in the State aforesaid, (the receipt of which is hereby acknowledged) has, subject to the Permitted Exceptions (defined herein), granted, bargained, sold, and released, and by these Presents does grant, bargain, sell, and release unto said GRANTEE, its successors and assigns, the following-described property (the “Property”):
Legal Description:
TMS:______________________
____________________ |
____________________
This conveyance is made subject to all obligations, restrictions, limitations, covenants, easements, and other matters of record, all matters of survey, and governmental ordinances and regulations affecting the Property (collectively, the “Permitted Exceptions”).
TOGETHER with all and singular, the rights, members, hereditaments and appurtenances to the Property belonging or in anywise incident or appertaining.
TO HAVE AND TO HOLD all and singular the Property before mentioned unto said GRANTEE and GRANTEE’S Successors and Assigns forever.
And GRANTOR does hereby bind GRANTOR and GRANTOR’S Successors and Assigns to warrant and forever defend all and singular the said Property unto said GRANTEE and GRANTEE’S Successors and Assigns against GRANTOR and GRANTOR’S Successors and those claiming through GRANTOR, but no others.
IN WITNESS WHEREOF, GRANTOR has executed these presents this _____ day of ______________, 202____.
SIGNED, SEALED AND DELIVERED_______________________________
IN THE PRESENCE OF:a _____________________________
BY:
Witness No. 1
Notary/Witness No. 2
STATE OF __________________ | ) |
) | ACKNOWLEDGMENT |
COUNTY OF _______________ | ) |
I, __________________________________, a Notary Public of _____________________, do certify that _______________________, the ___________________ of ________________________, Grantor, personally appeared before me this day and acknowledged the due execution of the foregoing instrument.
WITNESS my hand and notary seal this ______ day of ____________, 202___.
(L.S.)
Notary Public for South Carolina
Printed Name:
My Commission Expires:
STATE OF SOUTH CAROLINA)
) AFFIDAVIT FOR TAXABLE OR EXEMPT TRANSFERS
COUNTY OF _________)
PERSONALLY appeared before me the undersigned, who being duly sworn, deposes and says:
1.I have read the information on this affidavit and I understand such information.
2.The property being transferred is located in _______________ County, South Carolina; is shown and designated as _________________ in ______________ County, South Carolina; bearing _______________ County Tax Map No._______________; was transferred to __________________ by Deed dated ____________________, 202___.
3.Check one of the following: The deed is
(a)[ ]subject to the deed recording fee as a transfer for consideration paid or to be paid in money or money's worth.
(b)[ ]subject to the deed recording fee as a transfer between a corporation, a partnership, or other entity and a stockholder, partner, or owner of the entity, or is a transfer to a trust or as a distribution to a trust beneficiary.
(c)[ ]exempt from the deed recording fee because (See Information section of affidavit): See S.C. Code Section 12-24-40(2) – transferring realty to the federal government or to a state, its agencies and departments, and its political subdivisions, including school districts.
(If exempt, please skip items 4-7, and go to item 8 of this affidavit.)
If exempt under exemption #14 as described in the Information section of this affidavit, did the agent and principal relationship exist at the time of the original sale and was the purpose of this relationship to purchase the realty? Check Yes _____ or No _____
4.Check one of the following if either item 3(a) or item 3(b) above has been checked (See Information section of this affidavit.):
(a)[ ]The fee is computed on the consideration paid or to be paid in money or money's worth in the amount of $________________.
(b)[ ]The fee is computed on the fair market value of the realty which is $_______________________.
(c)[ ]The fee is computed on the fair market value of the realty as established for property tax purposes which is $_______________________.
5.Check Yes _____ or No to the following: A lien or encumbrance existed on the land, tenement, or realty before the transfer and remained on the land, tenement, or realty after the transfer. (This includes, pursuant to Code Section 12-59-140(E)(6), any lien or encumbrance on realty in possession of a forfeited land commission which may subsequently be waived or reduced after the transfer under a signed contract or agreement between the lien holder and the buyer existing before the transfer.) If "Yes," the amount of the outstanding balance of this lien or encumbrance is: $____________________.
6.The deed recording fee is computed as follows:
Place the amount listed in item 4 above here:$_______
Place the amount listed in item 5 above here:$_______
(If no amount is listed, place zero here.)
Subtract Line 6(b) from Line 6(a) and place result here:$______
7.The deed recording fee due is based on the amount listed on Line 6(c) above and the deed recording fee due is: $____________.
8.As required by Code Section 12-24-70, I state that I am a responsible person who was connected with the transaction as: Grantor.
9.I understand that a person required to furnish this affidavit who willfully furnishes a false or fraudulent affidavit is guilty of a misdemeanor and, upon conviction, must be fined not more than one thousand dollars or imprisoned not more than one year, or both.
SWORN to before me this __________________________________
day of ______________, 202___. a ________________________
(L.S.)BY:
Notary Public for __________________
My Commission Expires:
Notary (Printed Name):
INFORMATION
Except as provided in this paragraph, the term "value" means, "the consideration paid or to be paid in money or money's worth for the realty." Consideration paid or to be paid in money's worth includes, but is not limited to, other realty, personal property, stocks, bonds, partnership interest and other intangible property, the forgiveness or cancellation of a debt, the assumption of a debt, and the surrendering of any right. The fair market value of the consideration must be used in calculating the consideration paid in money's worth. Taxpayers may elect to use the fair market value of the realty being transferred in determining fair market value of the consideration. In the case of realty transferred between a corporation, a partnership, or other entity and a stockholder, partner, or owner of the entity, and in the case of realty transferred to a trust or as a distribution to a trust beneficiary, "value" means the realty's fair market value. A deduction from value is allowed for the amount of any lien or encumbrance existing on the land, tenement, or realty before the transfer and remaining on the land, tenement, or realty after the transfer. (This includes, pursuant to Code Section 12-59-140(E)(6), any lien or encumbrance on realty in possession of a forfeited land commission which may subsequently be waived or reduced after the transfer under a signed contract or agreement between the lien holder and the buyer existing before the transfer.) Taxpayers may elect to use the fair market value for property tax purposes in determining fair market value under the provisions of the law.
Exempted from the fee are deeds:
1. | transferring realty in which the value of the realty, as defined in Section 12-24-30, is equal to or less than one hundred dollars; |
2. | transferring realty to the federal government or to a state, its agencies and departments, and its political subdivisions, including school districts; |
3. | that are otherwise exempted under the laws and Constitution of this State or of the United States; |
4. | transferring realty in which no gain or loss is recognized by reason of Section 1041 of the Internal Revenue Code as defined in Section 12-6-40(A); |
5. | transferring realty in order to partition realty as long as no consideration is paid for the transfer other than the interests in the realty that are being exchanged in order to partition the realty; |
6. | transferring an individual grave space at a cemetery owned by a cemetery company licensed under Chapter 55 of Title 39; |
7. | that constitute a contract for the sale of timber to be cut; |
8. | transferring realty to a corporation, a partnership, or a trust as a stockholder, partner, or trust beneficiary of the entity or so as to become a stockholder, partner, or trust beneficiary of the entity as long as no consideration is paid for the transfer other than stock in the corporation, interest in the partnership, beneficiary interest in the trust, or the increase in value in the stock or interest held by the grantor. However, except for transfers from one family trust to another family trust without consideration, or transfers from a trust established for the benefit of a religious organization to the religious organization, the transfer of realty from a corporation, a partnership, or a trust to a stockholder, partner, or trust beneficiary of the entity is subject to the fee, even if the realty is transferred to another corporation, a partnership, or trust; |
9. | transferring realty from a family partnership to a partner or from a family trust to a beneficiary, provided no consideration is paid for the transfer other than a reduction in the grantee's interest in the partnership or trust. A "family partnership" is a partnership whose partners are all members of the same family. A "family trust" is a trust in which the beneficiaries are all members of the same family. The beneficiaries of a family trust may also include charitable entities. "Family" means the grantor, the grantor's spouse, parents, grandparents, sisters, brothers, children, stepchildren, grandchildren, and the spouses and lineal descendants of any of the above. A "charitable entity" means an entity which may receive deductible contributions under Section 170 of the Internal Revenue Code as defined in Section 12-6-40(A); |
10. | transferring realty in a statutory merger or consolidation from a constituent corporation to the |
continuing or new corporation;
11. | transferring realty in a merger or consolidation from a constituent partnership to the continuing or new partnership; |
12. | that constitute a corrective deed or a quitclaim deed used to confirm title already vested in the grantee, provided that no consideration of any kind is paid or is to be paid under the corrective or quitclaim deed; |
13. | transferring realty subject to a mortgage to the mortgagee whether by a deed in lieu of foreclosure executed by the mortgagor or deed pursuant to foreclosure proceeding; |
14. | transferring realty from an agent to the agent's principal in which the realty was purchased with funds of the principal, provided that a notarized document is also filed with the deed that establishes the fact that the agent and principal relationship existed at the time of the original purchase as well as for the purpose of purchasing the realty; |
15. | transferring title to facilities for transmitting electricity that is transferred, sold, or exchanged by electrical utilities, municipalities, electric cooperatives, or political subdivisions to a limited liability company which is subject to regulation under the Federal Power Act (16 U.S.C. Section 791(a)) and which is formed to operate or to take functional control of electric transmission assets as defined in the Federal Power Act. |
EXHIBIT C
RESERVED
EXHIBIT D
FIRPTA CERTIFICATE
CERTIFICATE REGARDING FOREIGN INVESTMENT
IN REAL PROPERTY TAX ACT
(ENTITY TRANSFEROR)
Section 1445 of the Internal Revenue Code provides that a transferee (purchaser) of a U.S. real property interest must withhold tax if the transferor (seller) is a foreign person. For U.S. tax purposes (including section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee (purchaser) that withholding of tax is not required upon the disposition of a U.S. real property interest by MDR BROOKFIELD, LLC, a Delaware limited liability company (“Transferor”) the undersigned hereby certifies, in the capacity stated below, but not in his or her individual capacity, the following on behalf of Transferor:
1.Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations).
2.Transferor’s Federal Employer Identification Number is ____________.
3.Transferor’s office address is: P.O. Box 8436, Richmond, Virginia 23226.
4.The address or description of the property which is the subject matter of the disposition is:
Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
Transferor declares that it has examined this certification and to the best of its knowledge and belief, it is true, correct and complete, and further declares that the individual executing this certification on behalf of Transferor has full authority to do so.
[The Remainder of the Page is Intentionally Blank]
TRANSFEROR:
MDR BROOKFIELD, LLC,
a Delaware limited liability company
By: MEDALIST DIVERSIFIED HOLDINGS, LP
a Delaware limited partnership
Its: Sole Member
By: MEDALIST DIVERSIFIED, INC.
a Maryland corporation
Its: General Partner
By: ___________________________________
Name: C. Brent Winn, Jr.
Its: Chief Financial Officer
DATED: _____________, 2026
EXHIBIT E
BILL OF SALE
This BILL OF SALE (this “Bill of Sale”), is made as of _________, 2026 by MDR BROOKFIELD, LLC, a Delaware limited liability company (“Seller”), in favor of , a (“Purchaser”).
W I T N E S S E T H:
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement, dated as of , 2026 (the “Agreement”). Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning set forth in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby absolutely and unconditionally give, grant, bargain, sell, transfer, set over, assign, convey, release, confirm and deliver to Purchaser all of Seller’s right, title and interest in and to the Fixtures and Personal Property without representation or warranty of any kind whatsoever except as set forth in and subject to the terms of the Agreement.
WITH RESPECT TO ALL MATTERS TRANSFERRED, WHETHER TANGIBLE OR INTANGIBLE, PERSONAL OR REAL, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE STATE IN WHICH THE PROPERTY IS LOCATED (OR ANY OTHER STATE).
This Bill of Sale shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of Purchaser and Seller.
This Bill of Sale shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of South Carolina.
[The Remainder of the Page is Intentionally Blank]
IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the date first above written.
SELLER:
MDR BROOKFIELD, LLC,
a Delaware limited liability company
By: MEDALIST DIVERSIFIED HOLDINGS, LP
a Delaware limited partnership
Its: Sole Member
By: MEDALIST DIVERSIFIED, INC.
a Maryland corporation
Its: General Partner
By: ___________________________________
Name: C. Brent Winn, Jr.
Its: Chief Financial Officer
EXHIBIT F
TENANT ESTOPPEL CERTIFICATE
TO: | MDR Brookfield, LLC (“Landlord”) |
Attn: Brent Winn
P.O. Box 8436
Richmond, Virginia 23226
and:________________ (“Purchaser”)
Attn: ___________
_________________
_________________
RE:___________________ (the “Development”)
Property Address: ______________ Suite No. _______ (the “Premises”):
Lease Agreement dated_________
Between MDR Brookfield, LLC, a Delaware limited liability company, as Landlord, and _______________________, as Tenant (as amended, modified or supplemented by the items set forth on Annex I, the “Lease”)
The undersigned tenant (“Tenant”) hereby certifies to Purchaser, Landlord and any and all lender of Purchaser, and their respective successors and assigns (collectively, the “Beneficiaries”) as follows:
1.The Premises consists of a total of _____ rentable square feet.
2.The Lease is in full force and effect, Tenant is the current Tenant under the Lease, and the Lease has not been canceled, modified, assigned, extended or amended except as set forth on Annex 1, attached hereto.
3.The Commencement Date for the Lease occurred on MM/DD/YYYY, and the Lease terminates on MM/DD/YYYY, subject to the following Tenant renewal options and/or early termination rights, if any: __________________
4.The fixed minimum rent presently being paid by Tenant is $___ per square foot, or $______ per month and has been paid through ____, 2026. Tenant has not prepaid Minimum Rent or any of the additional charges payable by Tenant as set forth in Section 5 hereof (“Additional Rent”), except $___. The Additional Rent presently being paid by Tenant is $___ per square foot, or $______ per month and has been paid through ____, 2026. Tenant has no rights of setoff, counterclaim, concession or other rights of diminution of any rent or Additional Rent due and payable under the Lease except as set forth in Annex 1. The amount of the security deposit is $____. Tenant commenced payment of Minimum Rent and Additional Rent under the Lease on MM/DD/YYYY.
5.All work to be performed for Tenant under the Lease has been performed and completed as required by the Lease and has been accepted by Tenant, and Tenant is currently occupying the Premises.
Tenant does not have any unused improvement allowance, except ______. There is no free rent and no other funds owed to Tenant under the Lease, except ______.
6.As of the date of this Tenant Estoppel Certificate, (i) to Tenant’s knowledge, Landlord is not in default under any of the terms, conditions or covenants of the Lease to be performed or complied with by Landlord, and no event has occurred and no circumstance exists which, with the passage of time or the giving of notice by Tenant, or both, would constitute such a default, (ii) Tenant is not in default under any of the terms, conditions or covenants of the Lease to be performed or complied with by Tenant, and no event has occurred and no circumstance exists which, with the passage of time or the giving of notice by Landlord, or both, would constitute such a default, (iii) to Tenant’s knowledge, Tenant has no existing defenses, offsets or credits against the payment of Rent and other sums due or to become due under the Lease or against the performance of any other of Tenant’s obligations under the Lease or any claims against the Landlord, and (iv) Tenant has no right or claim under the Lease arising from any pandemic or any pandemic-related governmental mandates or regulations.
7.Except as set forth on Annex 1, there are no agreements, written or oral, between Tenant and the Landlord with respect to the Lease, the Premises, parking and/or the Development.
8.Tenant has no option or right of first refusal to purchase the Premises or the Development. Tenant has no right to lease additional or different space in the Development.
9.Tenant has not entered into any sublease, assignment, or any other agreement transferring any of its interest in the Lease or the Premises, except as follows: _____.
10.No action, voluntary or involuntary, is pending against Tenant under federal or state bankruptcy or insolvency law.
11.The undersigned has the authority to execute and deliver this certificate on behalf of Tenant.
The statements contained herein may be relied upon by the Beneficiaries.
If a blank in this document is not filled in, the blank will be deemed to read “none”.
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Lease.
If Tenant is a corporation or other entity, the undersigned signatory is duly appointed officer or other signatory and has the authority to bind the Tenant.
Dated this _____ day of _______, 2026.
TENANT:
__________________,
_____________________________
By: ____________________________
Name: __________________________
Title: ___________________________
Annex 1
The Lease
EXHIBIT G
TENANT NOTICE LETTER
_________________
_________________
_________________
TO:All Tenants at ___________________ (the “Property”)
RE:Notification Regarding Change of Ownership
This letter is to notify you as a Tenant at the referenced Property, that the Property has been sold by MDR Brookfield, LLC, a Delaware limited liability company (“Seller”), to _______________________ (“Purchaser”). As of the date hereof, your Lease has been assigned by Seller to Purchaser. Consequently, Purchaser is now your landlord. From the date of this letter, any and all unpaid rent as well as all future rent, or any other amounts due under the terms of your Lease, shall be paid to Purchaser. You will receive a separate notice from Purchaser setting forth instructions regarding where all future rent payments under the lease shall be made. All other formal communications and inquiries in connection with your Lease should be delivered to Purchaser at the following address:
______________________________
______________________________
_______________________________
________________________________
As part of the sale, all refundable tenant deposits, if any, actually held by Seller with respect to the Property have been transferred to, and Seller’s obligations with respect to such deposits have been assumed by, Purchaser as of the date of this letter. Purchaser is now responsible to account to you under the Lease and at law for the deposit(s) transferred by Seller. Any and all payments of rent (or other sums due under your Lease) hereafter paid to any party other than Purchaser shall not relieve you of the obligation of making said payment to Purchaser.
SELLER:
MDR BROOKFIELD, LLC,
a Delaware limited liability company
By: ____________________________
Name: C. Brent Winn, Jr.
Title: Authorized Signatory
[Signatures Continue on the Following Page]
PURCHASER:
______________________________,
______________________________
By: ____________________________
Name: __________________________
Title: ___________________________
EXHIBIT H
ACCESS AGREEMENT
~ See Attached ~
EXHIBIT I
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF LEASES (this “Assignment”) is made as of _______________, 20__, by and between ______________________________, a ____________________ (“Assignor”), and ______________________________, a ____________________ (“Assignee”).
W I T N E S E T H:
For good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first above written.
ASSIGNOR:MDR BROOKFIELD, LLC,
a Delaware limited liability company
By: ____________________________
Name: C. Brent Winn, Jr.
Title: Authorized Signatory
ASSIGNEE:________________________________________, a
_____________________
Schedule 1Real Property
Schedule 2Lease Costs and Expenses