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): July 22, 2026 (
(Exact Name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of incorporation |
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| (I.R.S. Employer |
(Address of principal executive offices)
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(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 |
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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).
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 July 21, 2026, (the “Effective Date”), Medalist Diversified, Inc. a Maryland corporation (the “Company”), entered into (i) a Purchase and Sale Agreement (the “Denton Agreement”), a copy of which is filed as Exhibit 10.1 hereto, with NPH Ventures, LLC a Delaware limited liability company (the “Seller”), whereby the Company agreed to acquire (the “Denton Acquisition”) a property located at 8600 Highway 377, Aubrey, Texas 76258, consisting of a Caliber Collision Center and more particularly described in Exhibit A to the Denton Agreement (the “Denton Property”). The total consideration for the Denton Property is $5,494,444 (the “Denton Consideration”), subject to the prorations and adjustments described in the Denton Agreement and (ii) a Purchase and Sale Agreement (the “Johnson Agreement”), a copy of which is filed as Exhibit 10.2 hereto, with the Seller, whereby the Company agreed to acquire (the “Johnson Acquisition”) a property located at 282 South Colonial Drive, Cleburne, Texas 76033, consisting of a Caliber Collision Center and more particularly described in Exhibit A to the Johnson Agreement (the “Johnson Property”). The total consideration for the Johnson Property is $5,648,000 (the “Johnson Consideration”), subject to the prorations and adjustments described in the Johnson Agreement. The Denton Consideration and the Johnson Consideration are to be paid by the Company to the Seller at Closing (as that term is defined in each of the Denton Agreement and the Johnson Agreement). The Company is required to make an earnest money deposit of (i) $122,000 in connection with the Denton Acquisition and (ii) $105,000 in connection with the Johnson Acquisition (the “Deposits”) within three business days of the Effective Date.
The Denton Agreement and Johnson Agreement each contain 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 Denton Acquisition and Johnson Acquisition are each expected to close within 60 days. Several conditions to closing on the Denton Acquisition and Johnson Acquisition remain to be satisfied, and there can be no assurance that the Company will complete the transactions on the general terms described above or at all. Under certain conditions the Deposits may not be returned to the Company.
The Company intends to assign its interests in the Denton Acquisition and Johnson Acquisition to to-be-formed Delaware statutory trusts (“DSTs”) and to complete each of the Denton Acquisition and Johnson Acquisition through the DSTs. The DSTs will be formed to hold title to the Denton Property and Johnson Property and the Company expects to offer beneficial interests in the DSTs to accredited investors in a private placement under Regulation D, the proceeds of which will be used to redeem the Company’s beneficial interests for cash.
The foregoing description is only a summary of the material provisions of the Denton Agreement and Johnson Agreement and is qualified in its entirety by reference to the full text of the Denton Agreement and Johnson Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and incorporated by reference herein.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward looking statements are not historical and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate, “may,” “will,” “should” and “could” and include statements about the closing of the Denton Acquisition and the Johnson Acquisition and the contribution of the Denton Property and the Johnson Property to DSTs. Forward-looking statements are based upon the Company’s present expectations but are not guarantees or assurances as to future developments or results. Factors that may cause actual developments or results to differ from those reflected in forward-looking statements include, without limitation, adverse changes in the pricing of the Company’s assets, increased costs of, and reduced availability of, capital and those included in the Company’s most recent Annual Report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission. Investors should not place undue reliance upon forward-looking statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes and new developments except as required by law or regulation.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
10.1 | ||
10.2 | ||
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: July 22, 2026 | By: | /s/ C. Brent Winn, Jr. |
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| C. Brent Winn, Jr. |
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| Chief Financial Officer |
EXHIBIT 10.1
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of July 21, 2026 (the “Effective Date”), by and between NPH VENTURES, LLC, a Delaware limited liability company (“Seller”), and Medalist Diversified, Inc., a Maryland corporation (“Purchaser”).
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For the purposes of this Agreement, “Environmental Law” means any current legal requirement in effect at the Closing Date pertaining to (a) the protection of health, safety, and the indoor or outdoor environment, (b) the conservation, management, protection or use of natural resources and wildlife, (c) the protection or use of source water and groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material or (e) pollution (including any release to air, land, surface water, and groundwater); and includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC §§9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 USC §§6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC §§1251 et seq., Clean Air Act of 1966, as amended, 42 USC §§7401 et seq., Toxic Substances Control Act of 1976, 15 USC §§2601 et seq., Hazardous Materials Transportation Act, 49 USC App. §§1801, Occupational Safety and Health Act of 1970, as amended, 29 USC §§651 et seq., Oil Pollution Act of 1990, 33 USC §§2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 USC App. §§11001 et seq., National Environmental Policy Act of 1969, 42 USC §§4321 et seq., Safe Drinking Water Act of 1974, as amended by 42 USC §§300(f) et seq., and any similar, implementing or successor law, any amendment, rule, regulation, order or directive, issued thereunder.
For the purposes of this Agreement, “Hazardous Material” means any hazardous or toxic substance as defined in or regulated by any Environmental Law in effect at the pertinent date or dates.
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In the event that any of the foregoing conditions are not met on or before the Closing Date, Purchaser shall have the right to terminate this Agreement and receive a refund of the Escrow Deposit, and the parties shall have no further obligation to one another under this Agreement except for the obligations that expressly survive termination of this Agreement. In the event Purchaser elects to close this transaction without the conditions of this Section 3.05 being satisfied, Purchaser shall be deemed to have waived the same.
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In the event any of such conditions are not satisfied or waived by Seller in writing prior to the Closing, Seller shall have the right to terminate this Agreement by written notice to Purchaser and upon any such termination the Escrow Deposit shall be immediately delivered to Seller.
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The phrase “To the current actual knowledge of Seller” or similar phrase as used in this Agreement shall be limited only to the actual knowledge, without investigation or inquiry, of Michael J. Plank (the “Designated Representative”), and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, any of its affiliates, or to any of their officers, agents,
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managers, representatives or employees, or any third party or to impose upon any persons any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains; provided, however, that Seller represents and warrants to Purchaser that the Designated Representative is the President, CEO and sole member of Seller and is the individual at the company with the most knowledge of the Property and the day-to-day operations of the Property. Under no circumstances shall any individual named above have any personal liability under this Agreement.
Seller shall promptly notify Purchaser in writing of any event or condition known to Seller which occurs prior to Closing Date and which causes a material change in the facts relating to, or the truth of, any of the representations and warranties set forth in this Section 4.01. Such representations and warranties, as modified by Seller prior to Closing, shall survive the Closing for a period of twelve (12) months after the Closing and thereafter shall be of no further force and effect unless and to the extent that Purchaser shall have asserted a breach of any such representation or warranty in a written notice to Seller delivered prior to the expiration of such twelve (12) month period. Further, no action shall be commenced against Seller for the breach of any representation or warranty following the second anniversary of the Closing Date. Notwithstanding anything to the contrary contained herein, Purchaser acknowledges that Purchaser shall not be entitled to rely on any representation made by Seller in Section 4.01 to the extent, prior to or at Closing, Purchaser shall have or obtain actual knowledge of any information that is contradictory to such representation or warranty. In no event shall Seller be liable to Purchaser under this Agreement at law or in equity for indirect, special, consequential (including lost profits) or punitive damages arising out of or in connection with this Agreement.
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CASUALTY AND CONDEMNATION
PROVISIONS WITH RESPECT TO DEFAULT
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If to Seller:NPH Ventures, LLC
3207 South Sam Houston Parkway East, Suite 100
Houston, Texas 77047
Attn: James Zubizarreta and Sam Shepherd
Phone: (346) 571-0683; (713) 578-1227
Email: [email protected]
with a copy to:Holland & Knight LLP
811 Main Street, Suite 2500
Houston, Texas 77002
Attn:Manny Gardberg and Aiden Johnsen
Phone:(713) 653-8615; (713) 217-2896
Email:[email protected]
If to Purchaser:Medalist Diversified, Inc.
Attn: C. Brent Winn, Jr., Chief Financial Officer
P.O. Box 8436
Richmond, VA 23226
Email: [email protected]
with a copy to:Maynard Nexsen PC
4141 Parklake Ave., Suite 200
Raleigh, NC 27612
Attn: Alex Serkes
Email: [email protected]
Any party hereto may, at any time by giving five (5) days’ written notice to the other party hereto, designate any other address in substitution of the foregoing address to which such notice shall be given.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
SELLER:
NPH VENTURES, LLC,
a Delaware limited liability company
By: /s/ Michael J. Plank
Name:Michael J. Plank
Title:President and CEO
PURCHASER:
MEDALIST DIVERSIFIED, INC.,
a Maryland corporation
By:/s/ C. Brent Winn, Jr.
Name: C. Brent Winn, Jr.
Title: Chief Financial Officer
Signature Page to
Purchase and Sale Agreement
JOINDER OF THE TITLE COMPANY
The undersigned Title Company hereby acknowledges receipt of the Escrow Deposit and a copy of this Agreement and agrees to hold and disburse the Escrow Deposit in accordance with the provisions of this Agreement. It is expressly acknowledged and agreed to by the Title Company that in no event shall the joinder, consent, agreement or signature of the Title Company be necessary or required in connection with any amendment, modification or termination of this Agreement.
FIDELITY NATIONAL TITLE, PHOENIX NATIONAL COMMERCIAL SERVICES
By:
Print: Shannon Mooring
Its: Authorized Signatory
Signature Page to
Purchase and Sale Agreement
EXHIBIT A
PROPERTY DESCRIPTION
Exhibit A
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EXHIBIT B
Rent Roll
Landlord: NPH Ventures, LLC
Tenant: Caliber Bodyworks of Texas LLC
Lease: Lease Agreement dated September 7, 2023
Tax Agreement: Excess Real Estate Taxes Agreement dated September 7, 2023
Premises: 8600 Highway 377, Aubrey, Texas 76258
Base Rent (Annual):
Exhibit B
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EXHIBIT C
DEED
AFTER RECORDING RETURN TO:
______________________________
______________________________
______________________________
______________________________
______________________________
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.
SPECIAL WARRANTY DEED
NPH VENTURES, LLC, a Delaware limited liability company (“Grantor”), in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration in hand paid by __________________________ (“Grantee”), whose address is __________________________, the receipt and sufficiency of which are hereby acknowledged, hereby GRANTS, BARGAINS, SELLS and CONVEYS unto Grantee the real property located in _______ County, Texas, which is more particularly described on Exhibit 1 attached hereto and made a part hereof (the “Property”), together with (i) all and singular, all of Grantor’s right, title and interest, if any, in and to any and all easements and appurtenances thereon and pertaining thereto, including all of Grantor’s right, title and interest, if any, in and to any adjacent streets, roads, alleys, easements and rights-of-way, (ii) any and all improvements and buildings located on such real property, subject to, however, all easements, exceptions, covenants, conditions, restrictions and other encumbrances set forth in Exhibit 2 attached hereto and made a part hereof (said exceptions being called the “Permitted Exceptions”).
TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns forever. Grantor does hereby bind itself, and its legal representatives and successors to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee, its successors and assigns, against every person whomever lawfully claiming or to claim the same or any part thereof, by or under Grantor, but not otherwise, and subject to the Permitted Exceptions.
By acceptance of this Special Warranty Deed, Grantee assumes liability for any ad valorem taxes, assessments and public charges relating to the Property for the calendar year 202__ and subsequent years.
[Signatures on following page]
Exhibit C
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EXECUTED to be effective as of the _____ day of _____________________, 202__.
NPH VENTURES, LLC,
a Delaware limited liability company
By:
Print:
Its:
STATE OF TEXAS§
§
COUNTY OF _______§
This instrument was acknowledged before me on ___________________, 202__, by ______________________, _____________________ of NPH VENTURES, LLC, a Delaware limited liability company, on behalf of such limited liability company.
Notary Public, State of Texas
Exhibits to be attached
Exhibit C
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ASSIGNMENT
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS
This BILL OF SALE AND ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS (this “Agreement”) is executed and delivered as of the ____ day of _______________, 2026, by and between NPH VENTURES, LLC, a Delaware limited liability company (“Seller”), and _________________ (“Purchaser”), covering the real property described in Exhibit A attached hereto (the “Real Property”).
1.Sale of Personalty. For good and valuable consideration, Seller hereby sells, transfers, sets over and conveys to Purchaser the following:
(a)Tangible Personalty. All of Seller’s right, title and interest, if any, in and to the furniture, fixtures, equipment, interior appliances, machines, apparatus, supplies and tangible personal property of every nature and description and all replacements thereof now owned by Seller (including any interest in such property that is leased by Seller) and located in or on the Real Property and described on Exhibit B attached hereto; and
(b)Intangible Personalty. To the extent transferable, all of Seller’s right, title and interest, if any, in and to the intangible property that is owned by Seller and appurtenant to the ownership, operation, and use of the Real Property.
2.Assignment of Leases and Contracts. For good and valuable consideration, Seller hereby assigns, transfers, sets over and conveys to Purchaser, and Purchaser hereby accepts and assumes all of the Seller’s right, title and interest, if any, in and to the lease agreement (the “Lease”) and the excess real estate taxes agreement (the “Tax Agreement”) covering the Real Property, as set forth on the Rent Roll attached hereto as Exhibit C, and Purchaser hereby assumes all of the Seller’s obligations under the Lease;
3.Purchase and Sale Agreement. The rights, titles and interests conveyed pursuant to this Agreement are subject in all events to the terms, provisions and agreements set forth in Section 1.04(c) of that certain Purchase and Sale Agreement, dated __________ ___, 202__, made and entered into by and between Seller and Purchaser, as the same may have been amended, modified and/or assigned.
4.Indemnification. Seller shall defend, indemnify and hold Purchaser harmless from and against any liabilities, damages, causes of action, expenses, and attorneys’ fees incurred by Purchaser by reason of the failure of Seller to fulfill, perform, discharge, and observe its obligations under the Lease accruing before the date hereof. The foregoing notwithstanding, this indemnification shall not apply to any cost, liability, damage or expense to the extent relating to the physical condition of the Property and shall be subject in all respects to Section 3 above. Additionally, but without limiting the generality of the foregoing, Purchaser agrees to assume and discharge all leasing commissions, costs for tenant improvements, legal fees and other costs and expenses incurred with respect to the Lease from and after the date hereof. Purchaser shall defend, indemnify and hold Seller harmless from and against any liabilities, damages, causes of action, expenses, and attorneys’ fees incurred by Seller by reason of the failure of Purchaser to fulfill, perform, discharge, and observe its obligations under the Lease accruing from and after the date hereof.
Exhibit D
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5.Counterparts. This instrument may be executed in any number of identical counterparts, all of which shall together constitute a single original.
[Signatures on following page]
Exhibit D
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date written above.
SELLER:
NPH VENTURES, LLC,
a Delaware limited liability company
By:
Name:
Title:
PURCHASER:
___________________________________________
By:
Name:
Title:
Exhibits to be attached
Exhibit D
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EXHIBIT E
TENANT NOTICE LETTER
[________________________]
[________________________]
[________________________]
With copy to:
[________________________]
[________________________]
[________________________]
[________________________]
Re:Change of Ownership – [_____________________________] (the “Property”)
Ladies and Gentlemen:
Reference is hereby made to (i) that certain [Lease Agreement] dated [__________________], 20[__] by and between NPH VENTURES, LLC, a Delaware limited liability company (“Seller”), and [____________________________], a [____________________________] (“Tenant”), pursuant to which Tenant leases the Property from Seller (as amended, the “Lease”) and (ii) that certain [Excess Real Estate Taxes Agreement] dated [__________________], 20[__] by and between Seller and Tenant (as amended, the “Tax Agreement”).
This letter is to inform Tenant that Seller has transferred ownership of the Property to [____________________________], a [____________________________] (“Purchaser”).
In connection with this transfer, all of Seller’s interest under the Lease and Tax Agreement has been assigned to Purchaser. Beginning [________________], 20[___], please make all rental payments under the Lease payable to Purchaser and deliver them to the following address:
[___________________________]
[___________________________]
[___________________________]
[___________________________]
All questions or other matters regarding the Lease should be coordinated through [______________________], at the above address, whose telephone number is: [____________________.
[In connection with the transfer, your security deposit that is subject to refund in the amount of $___________ has been transferred to Purchaser, who has assumed responsibility for such deposit, and all future matters regarding this deposit are to be coordinated with Purchaser. Deposit returns will be conditioned upon and subject to existing agreements.]
[signatures follow]
Exhibit E
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| SELLER: NPH VENTURES, LLC, a Delaware limited liability company By: Name: Title: |
| PURCHASER: [______________________________________], a [______________________________________] By: Name: Title: |
Exhibit E
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EXHIBIT F
FORM OF TENANT ESTOPPEL CERTIFICATE
To:
Medalist Diversified, Inc.
Attn: C. Brent Winn, Jr., Chief Financial Officer
P.O. Box 8436
Richmond, VA 23226
Email: [email protected]
(“Purchaser”)
Premises: | Lease Agreement (as amended, the “Lease”) dated September 7, 2023, between NPH VENTURES, LLC, a Delaware limited liability company (“Landlord”), and CALIBER BODYWORKS OF TEXAS LLC, a Texas limited liability company (“Tenant”), covering certain premises located in Denton County, Texas, more particularly described in the Lease (the “Leased Premises”). |
THIS IS TO CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT:
| 1. | That the undersigned is the tenant under the Lease and the Lease supersedes, in all respects, all prior written or oral agreements between Landlord and Tenant with respect to the Leased Premises and there are no agreements, understandings, warranties, or representations between Landlord and Tenant with respect to the Lease or the Leased Premises except as expressly set forth in the Lease. |
| 2. | That the Lease (including all amendments thereto, if any) attached hereto as Exhibit A is in full force and effect and has not been modified (except as set forth following this sentence). |
The Lease Commencement Agreement dated ________, 20___.
| 3. | That the monthly base rent due under the Lease has not been paid more than thirty (30) days in advance. The current base rent is $_____________ as of _____________, 2026. |
| 4. | That the Lease commenced ______________, 20___, and that the current term expires ______________, 20___. Tenant has _____ (__) additional terms of _____ (__) years each. |
| 5. | That, to Tenant’s knowledge as of the date hereof, Landlord is not in default under the Lease (except as set forth following this sentence). _____________________________________________ |
| 6. | That Tenant’s interest in the Lease and the Leased Premises demised therein, or any part thereof, has not been sublet, transferred or assigned. |
| 7. | That Tenant has not filed, and is not currently the subject of any filing, voluntary or involuntary, for bankruptcy or reorganization under any applicable bankruptcy or creditors’ rights laws. |
| 8. | That Tenant has not received any notice of a prior sale, transfer, assignment, pledge or other |
Exhibit F
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| hypothecation of the Leased Premises or the Lease or of the rents provided for therein. |
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Exhibit F
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IN WITNESS WHEREOF, the undersigned has executed this certificate on behalf of Tenant.
TENANT:
CALIBER BODYWORKS OF TEXAS LLC,
a Texas limited liability company
By:
Name:
Title:
Date: _____________________, 2026
Exhibit F
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EXHIBIT 10.2
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of July 21, 2026 (the “Effective Date”), by and between NPH VENTURES, LLC, a Delaware limited liability company (“Seller”), and Medalist Diversified, Inc., a Maryland corporation (“Purchaser”).
SALE AND PURCHASE OF THE PROPERTY
For the purposes of this Agreement, “Environmental Law” means any current legal requirement in effect at the Closing Date pertaining to (a) the protection of health, safety, and the indoor or outdoor environment, (b) the conservation, management, protection or use of natural resources and wildlife, (c) the protection or use of source water and groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material or (e) pollution (including any release to air, land, surface water, and groundwater); and includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC §§9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 USC §§6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC §§1251 et seq., Clean Air Act of 1966, as amended, 42 USC §§7401 et seq., Toxic Substances Control Act of 1976, 15 USC §§2601 et seq., Hazardous Materials Transportation Act, 49 USC App. §§1801, Occupational Safety and Health Act of 1970, as amended, 29 USC §§651 et seq., Oil Pollution Act of 1990, 33 USC §§2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 USC App. §§11001 et seq., National Environmental Policy Act of 1969, 42 USC §§4321 et seq., Safe Drinking Water Act of 1974, as amended by 42 USC §§300(f) et seq., and any similar, implementing or successor law, any amendment, rule, regulation, order or directive, issued thereunder.
For the purposes of this Agreement, “Hazardous Material” means any hazardous or toxic substance as defined in or regulated by any Environmental Law in effect at the pertinent date or dates.
SURVEY AND TITLE COMMITMENT; PERMITTED EXCEPTIONS
CLOSING
In the event that any of the foregoing conditions are not met on or before the Closing Date, Purchaser shall have the right to terminate this Agreement and receive a refund of the Escrow Deposit, and the parties shall have no further obligation to one another under this Agreement except for the obligations that expressly survive termination of this Agreement. In the event Purchaser elects to close this transaction without the conditions of this Section 3.05 being satisfied, Purchaser shall be deemed to have waived the same.
In the event any of such conditions are not satisfied or waived by Seller in writing prior to the Closing, Seller shall have the right to terminate this Agreement by written notice to Purchaser and upon any such termination the Escrow Deposit shall be immediately delivered to Seller.
REPRESENTATIONS AND WARRANTIES AND COVENANTS
The phrase “To the current actual knowledge of Seller” or similar phrase as used in this Agreement shall be limited only to the actual knowledge, without investigation or inquiry, of Michael J. Plank (the “Designated Representative”), and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, any of its affiliates, or to any of their officers, agents, managers, representatives or employees, or any third party or to impose upon any persons any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains; provided, however, that Seller represents and warrants to Purchaser that the Designated Representative is the President, CEO and sole member of Seller and is the individual at the company with the most knowledge of the Property and the day-to-day operations of the Property. Under no circumstances shall any individual named above have any personal liability under this Agreement.
Seller shall promptly notify Purchaser in writing of any event or condition known to Seller which occurs prior to Closing Date and which causes a material change in the facts relating to, or the truth of, any of the representations and warranties set forth in this Section 4.01. Such representations and warranties, as modified by Seller prior to Closing, shall survive the Closing for a period of twelve (12) months after the Closing and thereafter shall be of no further force and effect unless and to the extent that Purchaser shall have asserted a breach of any such representation or warranty in a written notice to Seller delivered prior to the expiration of such twelve (12) month period. Further, no action shall be commenced against Seller for the breach of any representation or warranty following the second anniversary of the Closing Date.
Notwithstanding anything to the contrary contained herein, Purchaser acknowledges that Purchaser shall not be entitled to rely on any representation made by Seller in Section 4.01 to the extent, prior to or at Closing, Purchaser shall have or obtain actual knowledge of any information that is contradictory to such representation or warranty. In no event shall Seller be liable to Purchaser under this Agreement at law or in equity for indirect, special, consequential (including lost profits) or punitive damages arising out of or in connection with this Agreement.
CASUALTY AND CONDEMNATION
PROVISIONS WITH RESPECT TO DEFAULT
MISCELLANEOUS
If to Seller:NPH Ventures, LLC
3207 South Sam Houston Parkway East, Suite 100
Houston, Texas 77047
Attn: James Zubizarreta and Sam Shepherd
Phone: (346) 571-0683; (713) 578-1227
Email: [email protected]
with a copy to:Holland & Knight LLP
811 Main Street, Suite 2500
Houston, Texas 77002
Attn:Manny Gardberg and Aiden Johnsen
Phone:(713) 653-8615; (713) 217-2896
Email:[email protected]
If to Purchaser:Medalist Diversified, Inc.
Attn: C. Brent Winn, Jr., Chief Financial Officer
P.O. Box 8436
Richmond, VA 23226
Email: [email protected]
with a copy to:Maynard Nexsen PC
4141 Parklake Ave., Suite 200
Raleigh, NC 27612
Attn: Alex Serkes
Email: [email protected]
Any party hereto may, at any time by giving five (5) days’ written notice to the other party hereto, designate any other address in substitution of the foregoing address to which such notice shall be given.
[Signatures on following page]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
SELLER:
NPH VENTURES, LLC,
a Delaware limited liability company
By: /s/ Michael J. Plank
Name:Michael J. Plank
Title:President and CEO
PURCHASER:
MEDALIST DIVERSIFIED, INC.,
a Maryland corporation
By: /s/ C. Brent Winn, Jr.
Name: C. Brent Winn, Jr.
Title: Chief Financial Officer
JOINDER OF THE TITLE COMPANY
The undersigned Title Company hereby acknowledges receipt of the Escrow Deposit and a copy of this Agreement and agrees to hold and disburse the Escrow Deposit in accordance with the provisions of this Agreement. It is expressly acknowledged and agreed to by the Title Company that in no event shall the joinder, consent, agreement or signature of the Title Company be necessary or required in connection with any amendment, modification or termination of this Agreement.
FIDELITY NATIONAL TITLE, PHOENIX NATIONAL COMMERCIAL SERVICES
By:
Print: Shannon Mooring
Its: Authorized Signatory
EXHIBIT B
Rent Roll
Landlord: NPH Ventures, LLC
Tenant: Caliber Bodyworks of Texas LLC
Lease: Lease Agreement dated February 16, 2024
Tax Agreement: Excess Real Estate Taxes Agreement dated February 16, 2024
Premises: 282 South Colonial Drive, Cleburne, Texas 76033
Base Rent (Annual):
Lease Term | Annual Rent |
Years 1 - 5 | $330,365.46 |
Years 6 - 10 | $363,402.01 |
Years 11 - 15 | $399,742.21 |
Years 16 - 20 (First Option Period) | $439,716.43 |
Years 21 - 25 (Second Option Period) | $483,688.07 |
EXHIBIT C
DEED
AFTER RECORDING RETURN TO:
______________________________
______________________________
______________________________
______________________________
______________________________
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.
SPECIAL WARRANTY DEED
NPH VENTURES, LLC, a Delaware limited liability company (“Grantor”), in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration in hand paid by __________________________ (“Grantee”), whose address is __________________________, the receipt and sufficiency of which are hereby acknowledged, hereby GRANTS, BARGAINS, SELLS and CONVEYS unto Grantee the real property located in _______ County, Texas, which is more particularly described on Exhibit 1 attached hereto and made a part hereof (the “Property”), together with (i) all and singular, all of Grantor’s right, title and interest, if any, in and to any and all easements and appurtenances thereon and pertaining thereto, including all of Grantor’s right, title and interest, if any, in and to any adjacent streets, roads, alleys, easements and rights-of-way, (ii) any and all improvements and buildings located on such real property, subject to, however, all easements, exceptions, covenants, conditions, restrictions and other encumbrances set forth in Exhibit 2 attached hereto and made a part hereof (said exceptions being called the “Permitted Exceptions”).
TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns forever. Grantor does hereby bind itself, and its legal representatives and successors to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee, its successors and assigns, against every person whomever lawfully claiming or to claim the same or any part thereof, by or under Grantor, but not otherwise, and subject to the Permitted Exceptions.
By acceptance of this Special Warranty Deed, Grantee assumes liability for any ad valorem taxes, assessments and public charges relating to the Property for the calendar year 202__ and subsequent years.
[Signatures on following page]
EXECUTED to be effective as of the _____ day of _____________________, 202__.
NPH VENTURES, LLC,
a Delaware limited liability company
By:
Print:
Its:
STATE OF TEXAS§
§
COUNTY OF _______§
This instrument was acknowledged before me on ___________________, 202__, by ______________________, _____________________ of NPH VENTURES, LLC, a Delaware limited liability company, on behalf of such limited liability company.
Notary Public, State of Texas
Exhibits to be attached
EXHIBIT D
ASSIGNMENT
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS
This BILL OF SALE AND ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS (this “Agreement”) is executed and delivered as of the ____ day of _______________, 2026, by and between NPH VENTURES, LLC, a Delaware limited liability company (“Seller”), and ____________________ (“Purchaser”), covering the real property described in Exhibit A attached hereto (the “Real Property”).
1.Sale of Personalty. For good and valuable consideration, Seller hereby sells, transfers, sets over and conveys to Purchaser the following:
(a)Tangible Personalty. All of Seller’s right, title and interest, if any, in and to the furniture, fixtures, equipment, interior appliances, machines, apparatus, supplies and tangible personal property of every nature and description and all replacements thereof now owned by Seller (including any interest in such property that is leased by Seller) and located in or on the Real Property and described on Exhibit B attached hereto; and
(b)Intangible Personalty. To the extent transferable, all of Seller’s right, title and interest, if any, in and to the intangible property that is owned by Seller and appurtenant to the ownership, operation, and use of the Real Property.
2.Assignment of Leases and Contracts. For good and valuable consideration, Seller hereby assigns, transfers, sets over and conveys to Purchaser, and Purchaser hereby accepts and assumes all of the Seller’s right, title and interest, if any, in and to the lease agreement (the “Lease”) and the excess real estate taxes agreement (the “Tax Agreement”) covering the Real Property, as set forth on the Rent Roll attached hereto as Exhibit C, and Purchaser hereby assumes all of the Seller’s obligations under the Lease;
3.Purchase and Sale Agreement. The rights, titles and interests conveyed pursuant to this Agreement are subject in all events to the terms, provisions and agreements set forth in Section 1.04(c) of that certain Purchase and Sale Agreement, dated __________ ___, 202__, made and entered into by and between Seller and Purchaser, as the same may have been amended, modified and/or assigned.
4.Indemnification. Seller shall defend, indemnify and hold Purchaser harmless from and against any liabilities, damages, causes of action, expenses, and attorneys’ fees incurred by Purchaser by reason of the failure of Seller to fulfill, perform, discharge, and observe its obligations under the Lease accruing before the date hereof. The foregoing notwithstanding, this indemnification shall not apply to any cost, liability, damage or expense to the extent relating to the physical condition of the Property and shall be subject in all respects to Section 3 above. Additionally, but without limiting the generality of the foregoing, Purchaser agrees to assume and discharge all leasing commissions, costs for tenant improvements, legal fees and other costs and expenses incurred with respect to the Lease from and after the date hereof. Purchaser shall defend, indemnify and hold Seller harmless from and against any liabilities, damages, causes of action, expenses, and attorneys’ fees incurred by Seller by reason of the failure of Purchaser to fulfill, perform, discharge, and observe its obligations under the Lease accruing from and after the date hereof.
5.Counterparts. This instrument may be executed in any number of identical counterparts, all of which shall together constitute a single original.
[Signatures on following page]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date written above.
SELLER:
NPH VENTURES, LLC,
a Delaware limited liability company
By:
Name:
Title:
PURCHASER:
___________________________________________
By:
Name:
Title:
Exhibits to be attached
EXHIBIT E
TENANT NOTICE LETTER
[________________________]
[________________________]
[________________________]
With copy to:
[________________________]
[________________________]
[________________________]
[________________________]
Re:Change of Ownership – [_____________________________] (the “Property”)
Ladies and Gentlemen:
Reference is hereby made to (i) that certain [Lease Agreement] dated [__________________], 20[__] by and between NPH VENTURES, LLC, a Delaware limited liability company (“Seller”), and [____________________________], a [____________________________] (“Tenant”), pursuant to which Tenant leases the Property from Seller (as amended, the “Lease”) and (ii) that certain [Excess Real Estate Taxes Agreement] dated [__________________], 20[__] by and between Seller and Tenant (as amended, the “Tax Agreement”).
This letter is to inform Tenant that Seller has transferred ownership of the Property to [____________________________], a [____________________________] (“Purchaser”).
In connection with this transfer, all of Seller’s interest under the Lease and Tax Agreement has been assigned to Purchaser. Beginning [________________], 20[___], please make all rental payments under the Lease payable to Purchaser and deliver them to the following address:
[___________________________]
[___________________________]
[___________________________]
[___________________________]
All questions or other matters regarding the Lease should be coordinated through [______________________], at the above address, whose telephone number is: [____________________.
[In connection with the transfer, your security deposit that is subject to refund in the amount of $___________ has been transferred to Purchaser, who has assumed responsibility for such deposit, and all future matters regarding this deposit are to be coordinated with Purchaser. Deposit returns will be conditioned upon and subject to existing agreements.]
[signatures follow]
| SELLER: NPH VENTURES, LLC, a Delaware limited liability company By: Name: Title: |
| PURCHASER: [______________________________________], a [______________________________________] By: Name: Title: |
EXHIBIT F
FORM OF TENANT ESTOPPEL CERTIFICATE
To:
Medalist Diversified, Inc.
Attn: C. Brent Winn, Jr., Chief Financial Officer
P.O. Box 8436
Richmond, VA 23226
Email: [email protected]
(“Purchaser”)
Premises: | Lease Agreement (as amended, the “Lease”) dated February 16, 2024, between NPH VENTURES, LLC, a Delaware limited liability company (“Landlord”), and CALIBER BODYWORKS OF TEXAS LLC, a Texas limited liability company (“Tenant”), covering certain premises located in Johnson County, Texas, more particularly described in the Lease (the “Leased Premises”). |
THIS IS TO CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT:
| 1. | That the undersigned is the tenant under the Lease and the Lease supersedes, in all respects, all prior written or oral agreements between Landlord and Tenant with respect to the Leased Premises and there are no agreements, understandings, warranties, or representations between Landlord and Tenant with respect to the Lease or the Leased Premises except as expressly set forth in the Lease. |
| 2. | That the Lease (including all amendments thereto, if any) attached hereto as Exhibit A is in full force and effect and has not been modified (except as set forth following this sentence). |
The Lease Commencement Agreement dated ________, 20___.
| 3. | That the monthly base rent due under the Lease has not been paid more than thirty (30) days in advance. The current base rent is $_____________ as of _____________, 2026. |
| 4. | That the Lease commenced ______________, 20___, and that the current term expires ______________, 20___. Tenant has _____ (__) additional terms of _____ (__) years each. |
| 5. | That, to Tenant’s knowledge as of the date hereof, Landlord is not in default under the Lease (except as set forth following this sentence). _____________________________________________ |
| 6. | That Tenant’s interest in the Lease and the Leased Premises demised therein, or any part thereof, has not been sublet, transferred or assigned. |
| 7. | That Tenant has not filed, and is not currently the subject of any filing, voluntary or involuntary, for bankruptcy or reorganization under any applicable bankruptcy or creditors’ rights laws. |
| 8. | That Tenant has not received any notice of a prior sale, transfer, assignment, pledge or other hypothecation of the Leased Premises or the Lease or of the rents provided for therein. |
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the undersigned has executed this certificate on behalf of Tenant.
TENANT:
CALIBER BODYWORKS OF TEXAS LLC,
a Texas limited liability company
By:
Name:
Title:
Date: _____________________, 2026