PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS by and between MDR ASHLEY PLAZA, LLC, a Delaware limited liability company as Seller, and HPX Goldsboro Ashley Center LLC, a Delaware limited liability company as Buyer, dated as of March 5,...
EXHIBIT 10.1
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
by and between
MDR ASHLEY PLAZA, LLC,
a Delaware limited liability company
as Seller,
and
HPX ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Center LLC,
a Delaware limited liability company
as Buyer,
dated as of
March 5, 2026
with respect to:
Ashley Plaza
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
Goldsboro, North Carolina
TABLE OF CONTENTS [to be reviewed]
Page
Exhibits
Exhibit A -Legal Description
Exhibit B -Form of Deed
Exhibit C -Form of Bill of Sale and Assignment
Exhibit D - List of Leases and Service Contracts
Exhibit E - Form of FIRPTA Affidavit
Exhibit F - Form of Owner’s Affidavit and Indemnity
Exhibit G - Form of Estoppel Certificate
Exhibit H - Form of Tenant Notice Letters
Schedules
Schedule 6.2 -Due Diligence Materials
Schedule 1 - Lease Defaults
Schedule 2 -Rent Roll
Schedule 3 -Security Deposits
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (“Agreement”) is dated as of March 5, 2026 (the “Effective Date”), by and between MDR ASHLEY PLAZA, LLC, a Delaware limited liability company (“Seller”) and HPX ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Center LLC,, a Delaware limited liability company (“Buyer”).
▇▇▇▇▇ and ▇▇▇▇▇▇ agree as follows:
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The Initial Deposit, Second Deposit, and Extension Deposit (if applicable), shall collectively be referred to herein as the “Deposit”, and as such term is used in this Agreement, it shall mean the then current aggregate Deposit held by the Title Company in accordance with this Agreement. The entire amount of the Deposit shall be immediately refunded to Buyer if Seller is unable or fails to perform its obligations under this Agreement and this Agreement is terminated or as otherwise specifically set forth herein. In the event of a breach of this Agreement by ▇▇▇▇▇, the Deposit together with any and all interest to the extent earned shall be applied as provided in Section 20 below. If the Closing occurs, the Deposit together with any and all interest permitted shall be applied against the Purchase Price. If the Title Company places the Deposit (or any portion thereof) into an interest-bearing account, all interest earned thereon shall be the sole property of Buyer and, if the Closing occurs, shall be credited against the Purchase Price due at Closing. If this Agreement is terminated and the Deposit is returned to Buyer, all such interest shall also be paid to Buyer.
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except in no event shall the Due Diligence Materials include nor shall Seller be required to provide to Buyer:
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The provisions of Sections 6.4(a), 6.4(c), and 6.4(e) will survive the Closing or any earlier termination of this Agreement.
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The conditions set forth in this Section 7.1 are solely for the benefit of Buyer and may be waived only by ▇▇▇▇▇. At all times Buyer has the right to waive any condition. Such waiver or waivers must be in writing to Seller. If any conditions are not satisfied on or before the Closing Date and Buyer has not waived in writing the unsatisfied conditions, Seller will not be deemed to be in default and Buyer’s sole remedy will be to terminate this Agreement and obtain the refund of the Deposit, in which event, neither party shall have any further obligations hereunder other than those which, by their express terms, survive such termination.
The conditions set forth in this Section 7.2 are solely for the benefit of Seller and may be waived only by Seller, with such waiver to be in writing to Buyer.
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Supplementing the foregoing paragraph, additional or escalation rent based upon: (x) a percentage of sales, or (y) tenant’s share of real estate taxes, operating expenses, marketing charges, labor costs, costs of living indices or ▇▇▇▇▇▇’▇ wages, or any other form(s) of reimbursable tenant expenses however defined and determined under the applicable lease are collectively referred to herein as “Reimbursable Tenant Expenses”. Seller’s “share” of Reimbursable Tenant Expenses for the calendar year in which Closing occurs (the “Closing Year”) shall be determined as follows in this subsection. Notwithstanding the foregoing, there shall be no proration at the Closing of any such Reimbursable Tenant Expenses that are delinquent or unpaid as of Closing. Rather, until the
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date that is three (3) months after the Closing, Buyer shall include such delinquencies (or unpaid amounts) in its normal billing after the Closing Date (but Buyer shall not be required to litigate or declare a default under any Lease or pursue any other action or remedy in connection with the recovery from Tenants of Reimbursable Tenant Expenses relating to any period prior to the Closing Date). Seller shall, upon Buyer’s reasonable request, provide reasonable supporting documentation for ▇▇▇▇▇’s review in connection with Seller’s preparation of Seller’s Reconciliation Statement (defined herein), for purposes of Buyer’s review of Seller’s Reconciliation Statement as further detailed in the following subsection.
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At the Close of Escrow, the Title Company will promptly undertake all of the following:
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SURVIVAL LIMITATIONS, NOTHING IN THIS SECTION 11 SHALL LIMIT BUYER’S RIGHT TO RELY ON (I) THE EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER SET FORTH IN THIS AGREEMENT, (II) ANY REPRESENTATIONS MADE IN DOCUMENTS DELIVERED BY SELLER AT CLOSING, INCLUDING ANY ESTOPPEL CERTIFICATES, OR (III) CLAIMS ARISING FROM SELLER’S FRAUD OR INTENTIONAL MISREPRESENTATION. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY INCLUDING, WITHOUT LIMITATION, OF, AS TO, CONCERNING OR WITH RESPECT TO:
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BY THEIR INITIALS BELOW, BUYER AND SELLER HEREBY AGREE THAT ALL OF THE FOREGOING PROVISIONS OF THIS SECTION 11 CONSTITUTE MATERIAL CONSIDERATION TO SELLER PURSUANT TO THIS AGREEMENT AND THAT, BUT FOR SUCH AGREEMENTS BY BUYER, SELLER WOULD NOT ENTER INTO THIS AGREEMENT.
_______________________________________
Buyer’s initialsSeller’s initials
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Subject to Section 14 below, the representations and warranties set forth in this Section 12 shall survive the Closing.
Seller represents and warrants the following to be true as of the Effective Date and the Closing Date:
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violation of any environmental laws respecting the Property that has not been cured; (ii) there exists no claim, pending, or threatened, relating to any alleged violation of environmental laws on the Property, or from the suspected presence of hazardous substances thereon, or relating to any environmental damages; and (iii) no underground or above ground chemical treatment or storage tanks, or gas or oil ▇▇▇▇▇, are found at the Property.
Attached as Schedule 2 hereto is an accurate rent roll with respect to all Tenants under the Leases ("Rent Roll"). Except as otherwise specifically set forth in Schedule 1 and/or Schedule 2, the following are true as of the Effective Date and shall be true as of the Closing Date:The term of each of the Leases has commenced and each Tenant thereunder is occupying the space demised to it and has commenced the payment of rent;
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Seller has not granted any person or entity any right or option to acquire the Property, or any part thereof or interest therein and there are no other agreements affecting the Property.
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 Buyer 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 Buyer 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 breach
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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 Buyer that it does not intend to cure such matters prior to Closing, then Buyer shall have the right to elect in writing on or before the Closing Date either (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 Buyer, and receive a return of the Deposit as its sole and exclusive remedy.
No claim for a breach of any of Seller’s representations or warranties shall be actionable or payable if such breach is due to or is based on a condition, state of facts that were disclosed to Buyer in writing or other matter that was known to Buyer or disclosed to Buyer or a Buyer Party in this Agreement, the Due Diligence Materials, the Closing Documents or an estoppel certificate, or in writing delivered to Buyer or its Affiliate prior to Closing.
The parties agree that (i) Seller’s representations and warranties contained in Sections 12 and 13 of this Agreement shall survive Closing for a period of one (1) year after the Closing Date (the “Limitation Period”), and (ii) Buyer shall be entitled to recover only its actual damages for Seller’s breach of any of the representations and warranties only in the event its actual damages for such breach(es) exceed $25,000.00 in the aggregate, and (x) in an amount which shall not exceed $1,000,000.00 in the aggregate for Seller’s fraud or intentional misrepresentation, and (y) in an amount which shall not exceed $300,000.00 in the aggregate for all other Seller’s not constituting fraud or intentional misrepresentation. Buyer shall provide actual written notice to Seller of any breach of such representations and warranties and shall allow Seller thirty (30) days within which to cure such breach, or, if such breach cannot reasonably be cured within thirty (30) days, an additional reasonable time period, so long as such cure has been commenced within such 30-day period and diligently pursued. If Seller fails to cure such breach after receipt of actual written notice and within such cure period, ▇▇▇▇▇’s sole remedy shall be an action at law for only actual damages as a consequence thereof, which must be commenced, if at all, within the Limitation Period; provided, however, that if within the Limitation Period Buyer gives Seller written notice of such a breach and Seller commences to cure and thereafter terminates such cure effort, Buyer shall have an additional thirty (30) days form the date of such termination within which to commence an action at law for damages as a consequence of Seller’s failure to cure. The Limitation Period referred to herein shall apply to known as well as unknown breaches of such representations and warranties.
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to be recorded against the Real Property after the Effective Date of this Agreement.
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“Minimum Liquidity”). During the Liquidity Period, Seller shall not dissolve, liquidate, merge, enter any distribution or dividend transaction, or otherwise transfer or encumber any assets if such action would result in Seller having less than the Minimum Liquidity. This subsection shall survive Closing.
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Seller: | MDR ASHLEY PLAZA, LLC P.O. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇, Chief Financial Officer Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ |
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with a copy to: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PC 4141 ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ |
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Buyer: | HPX ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Center LLC |
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with a copy to: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP 40 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇▇▇: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ and : ▇▇▇▇▇▇▇▇▇▇ TURKISH LLP 7600 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇. ▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ |
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Title Company: | at the address specified in the definition thereof. |
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or expense arising out of or connected with any claim for any commission or compensation made by any person or entity claiming to have been retained or contacted by Seller in connection with this transaction, other than the Broker(s). The foregoing indemnity provisions will survive the Closing or any earlier termination of this Agreement.
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BUYER UNDER THIS AGREEMENT, SUBJECT TO THE EXCEPTIONS ABOVE PERTAINING TO BUYER’S NON-LIQUIDATED OBLIGATIONS. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR SELLER’S RIGHTS AND REMEDIES ARISING UNDER OR OUT OF THE NON-LIQUIDATED OBLIGATIONS AND SELLER’S RIGHT TO COLLECT AND RETAIN BUYER’S DEPOSIT AS PROVIDED HEREUNDER, NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER.
Buyer’s Initials: __________Seller’s Initials: __________
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thereby, and each remaining term and provision of this Agreement will be valid and be enforced to the fullest extent permitted by law.
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administrative, regulatory or judicial authorities in the investigation of the compliance of the Property with applicable legal requirements; and (d) pursuant to valid legal process or as may be required by law. However, ▇▇▇▇▇ expressly covenants and agrees that it will not disclose any code compliance, environmental or other regulatory matters to governmental or other authorities without the express prior written approval of Seller except pursuant to valid legal process or as may be required by law. Upon any termination of this Agreement for any reason, ▇▇▇▇▇ will promptly return to Seller copies of all documents or other information pertaining to the Property provided to Buyer by Seller, including, without limitation, the Due Diligence Materials. The provisions of this paragraph will survive the termination of this Agreement other than by Closing.
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Remainder of page intentionally left blank.
Signatures on following page.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.
“SELLER” MDR ASHLEY PLAZA, LLC, By: MEDALIST DIVERSIFIED HOLDINGS, LP a Delaware limited partnership Its: Sole Member By: MEDALIST DIVERSIFIED REIT, INC. a Maryland corporation Its: General Partner By: /s/ C. ▇▇▇▇▇ ▇▇▇▇, ▇▇. Name: C. ▇▇▇▇▇ ▇▇▇▇, ▇▇. Its: Chief Financial Officer | “BUYER” HPX ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Center LLC,, By:/s/ Redacted |
[Signature Page – Purchase and Sale Agreement]
TITLE COMPANY ACKNOWLEDGEMENT AND EXECUTION
The undersigned hereby executes this Agreement to evidence its receipt of executed originals or electronic copies of this Agreement and its agreement to act as escrow holder in accordance with the terms of this Agreement.
Title Company
[To be inserted]
By:
Name:
Its:
Date:_____________, 2026
Title Company Signature Page
Schedule 6.2
Due Diligence Materials
[Schedule 6.2 – Page 1]
[Schedule 6.2 – Page 2]
Exhibit A
[Append Legal Description of the Real Property]
Exhibit A, Page 1
Exhibit A, Page 2
Exhibit A, Page 3
Exhibit A, Page 4
Exhibit A, Page 5
Exhibit A, Page 6
Exhibit B
Excise Tax: $
Tax Lot No.: Parcel Identifier No.:
Verified by Wayne County on the ______ day of __________________, 2026.
This instrument was prepared by: | ______________________________ |
After recording mail to: Grantee
Brief description for the Index:_____________________,Goldsboro, North Carolina
NORTH CAROLINA SPECIAL WARRANTY DEED
THIS DEED made as of this ________ day of _______________, 2026, by and between
GRANTOR: MDR ASHLEY PLAZA, LLC, | GRANTEE: _______________________ |
The designation Grantor and Grantee, as used herein, shall include said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as required by context.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land, together with the improvements thereon, situated in Wayne County, North Carolina, and more particularly described as follows:
See Exhibit 1 attached.
The property was acquired by Grantor by instrument recorded in Book 3462 at Page 687 of the Wayne County Public Registry.
Exhibit B, Page 1
All of a portion of the property herein conveyed ____ includes or X does not include the primary residence of Grantor.
TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple.
And Grantor covenants with ▇▇▇▇▇▇▇, that Grantor has done nothing to impair such title as Grantor received, and that Grantor will warrant and defend the title against the lawful claims of all persons claiming by, under or through Grantor, except for the exceptions hereinafter stated.
This conveyance is made expressly subject to the following exceptions:
1. Taxes for the current year and subsequent years not yet due and payable.
2.Matters of record except for monetary liens and monetary encumbrances against the Property.
3.The lease agreements between Grantor, as landlord/lessor, and the respective tenants, as tenant/lessee, as amended, and listed on Exhibit 2 attached hereto.
4.Matters which would be revealed by a current, accurate physical survey of the Property.
[EXHIBIT ONLY – SIGNATURE PAGES AND EXHIBITS OMITTED]
Exhibit B, Page 2
Exhibit C
THIS BILL OF SALE AND ASSIGNMENT (this “Assignment”) is executed as of _____________, 2026, by an between MDR ASHLEY PLAZA, LLC, a Delaware limited liability company (“Assignor”), and ________________________, a(n) _______________ [state] _______________ [entity type] (“Assignee”), with reference to the following facts:
A.Concurrently herewith, Assignor is conveying to Assignee certain Real Property, together with all Improvements thereon, situated in _____________________ as described on Exhibit 1, attached hereto and incorporated herein by this reference, in accordance with the terms of that certain Purchase and Sale Agreement and Joint Escrow Instructions dated ____________, 2026, ([as amended,] the “Agreement”) by and between Assignor as Seller, and Assignee as Buyer. Capitalized terms used herein and not defined herein shall have the meanings set forth in the Agreement.
B.Assignor desires to assign, transfer and convey to Assignee, as of the Closing Date, all of Assignor’s interests in the Personal Property, Leases, Service Contracts, and Intangible Property, but only to the extent assignable (all of the foregoing being referred to herein collectively as the “Assigned Property”), and Assignee desires to accept such assignment and to assume, with respect to the Leases and Service Contracts, all of Assignor’s obligations thereunder.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration in hand paid by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.Assignor does hereby, ASSIGN, TRANSFER and DELIVER and ▇▇▇▇▇, SELL and CONVEY to Assignee all of the Personal Property, Leases, and Service Contracts.
2.Assignor does hereby, to the extent assignable or transferable, ASSIGN, TRANSFER and DELIVER and GRANT, SELL and CONVEY to Assignee all of the Intangible Property.
3.The Assigned Property is sold, transferred, assigned and conveyed to Assignee subject to all of the releases, disclosures, limitations on liability, and the other terms and conditions contained in the Agreement, and Assignor is not making any representations or warranties of any kind or nature whatsoever, WHETHER EXPRESSED OR IMPLIED, with respect to all or any portion of the Assigned Property, except to the extent expressly set forth in the Agreement.
4.Assignee hereby accepts the within assignment and assumes and agrees with Assignor to perform and comply with and to be bound by all the terms, covenants, agreements, provisions and conditions of the assigned Service Contracts and assigned Leases on the part of Assignor to be performed on or after the Closing Date, in the same manner and with the same force
Exhibit C – Page 1
and effect as if Assignee had originally executed the assigned Service Contracts and assigned Leases.
5.Assignor agrees to indemnify Assignee with respect to the performance and compliance with all the terms, covenants, agreements, provisions and conditions of the assigned Service Contracts and assigned Leases on the part of Assignor to be performed prior to the Closing Date.
6.Assignee agrees to indemnify Assignor with respect to the performance and compliance with all the terms, covenants, agreements, provisions and conditions of the Assigned Property on the part of Assignee to be performed on and after the Closing Date.
7.This Assignment shall be governed by the laws of the State of North Carolina. This Assignment shall be effective as of the Closing Date, as such term is defined under the Agreement. This Assignment may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one (1) agreement. The parties hereby acknowledge and agree that fax signatures or signatures transmitted by e-mail in so-called “.pdf” format shall be legal and binding and shall have the same full force and effect as if an original of this Assignment had been delivered. Assignor and Assignee (i) intend to be bound by the signatures on any document sent by fax or e-mail, (ii) are aware that the other party will rely on such signatures, and (iii) hereby waive any defenses to the enforcement of the terms of this Assignment based on the foregoing forms of signature. The signatories hereto represent that they have full and complete authority to bind their respective parties to this Assignment and that no other consent is necessary or required in order for the signatories to execute this Assignment on behalf of their respective parties. If for any reason, any provision of this Assignment shall be held to be unenforceable, it shall not affect the validity or enforceability of any other provision of this Assignment and to the extent any provision of this Assignment is not determined to be unenforceable, such provision, or portion thereof, shall be, and remain, in full force and effect.
[EXHIBIT ONLY – SIGNATURE PAGES AND EXHIBITS OMITTED]
Exhibit C – Page 2
Exhibit D
List of Leases and Service Contracts
Leases:
| 1. | Shopping Center Lease Agreement between RCG-Goldsboro, LLC and Goldsboro Performance Group dated September 28, 2017 |
| 2. | Commercial Lease between Seller and AutoMed, LLC dated January 13, 2022 |
| a. | First Amendment of Lease dated April 2022 |
| 3. | Lease between RCG-Goldsboro, LLC and WRCT Investments, LLC dated December 16, 2016 |
| a. | First Amendment to Lease dated April 1, 2019 |
| b. | Second Amendment to Lease dated June 2024 |
| 4. | Lease Agreement between Goldsboro Associates and CEC Entertainment, Inc. dated April 22, 2003 |
| a. | Confirmation of Lease terms dated April 22, 2003 |
| b. | Memorandum of Lease recorded in Book 2420, Page 474, Wayne County Registry |
| c. | First Amendment to Lease Agreement dated November 26, 2012 |
| d. | Second Amendment to Lease Agreement dated September 14, 2020 |
| e. | Third Amendment to Lease Agreement dated June 2, 2023 |
| f. | Notice of Chapter 11 Bankruptcy Case |
| 5. | Shopping Center Lease between Goldsboro Associates and Citi Trends, Inc. dated August 13, 2007 |
| a. | Memorandum of Lease recorded in Book 2660, Page 128, Wayne County Registry |
| b. | Amendment to Lease dated July 29, 2012 |
| c. | Letter Notice re: Co-Tenancy dated June 15, 2017 |
| d. | Second Amendment to Shopping Center Lease dated September 14, 2020 |
| e. | Third Amendment to Shopping Center Lease dated June 7, 2023 |
| f. | Corrected Third Amendment to Shopping Center Lease dated June 2, 203 |
| g. | Second Corrected Third Amendment to Shopping Center Lease dated June 7, 2023 |
| 6. | Agreement of Lease between Seller and City Gear, LLC dated May 31, 2024 |
| a. | Letter re: ▇▇▇▇▇ Fargo Consent to Lease Agreement dated April 24, 2024 |
| b. | Rent Commencement Date Agreement dated September 4, 2024 |
| c. | Notice of Assignment of City Gear Leases to DTLR, Inc. dated April 30, 2025 |
| d. | Property Owner’s Letter of Authorization re: Signage dated March 14, 2024 |
| e. | Property Owner’s Letter of Authorization re: Signage dated March 22, 2024 |
| 7. | Shopping Center Lease Agreement between RCG-Goldsboro, LLC and ▇▇▇▇▇ Dining IV, Inc. dated January 19, 2012 |
| a. | Landlord’s Waiver and Consent dated March 12, 2012 |
| b. | First Amendment to Shopping Center Lease Agreement dated November 19, 2019 |
Exhibit D – Page 1
| 8. | Commercial Lease between Seller and ▇▇▇▇▇ ▇. ▇▇▇▇▇, D/B/A Happy Smoke dated October 13, 2021 |
| a. | First Lease Amendment dated March 2024 |
| b. | First Lease Amendment dated April 8, 2024 |
| 9. | Lease between RCG-Goldsboro, LLC and Harbor Freight Tools USA, Inc. dated July 24, 2018 |
| a. | Memorandum of Lease dated July 24th, 2018 |
| b. | First Amendment to Lease dated August 24, 2022 |
| 10. | Lease Agreement between RCG Goldsboro, LLC and Hobby Lobby Stores, Inc., dated June 27, 2018 |
| 11. | Shopping Center Lease Agreement between RCG-Goldsboro, LLC and TRI PF, LLC dated October 24, 2017 |
| a. | Amendment to Lease Agreement dated June 30, 2020 |
| b. | Second Amendment to Lease Agreement dated November 17, 2020 |
| c. | Notice of Transfer Agreement dated July 11, 2022 |
| 12. | Lease Agreement between Goldsboro Associates and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ dated October 3, 2002 |
| a. | Lease Extension and Modification Agreement dated ▇▇▇▇ 26, 2005 |
| b. | 2nd Lease Extension and Modification Agreement dated September 18, 2008 |
| c. | 3rd Lease Extension and Modification Agreement dated February 6, 2012 |
| d. | 4th Lease Extension and Modification Agreement dated May 19, 2014 |
| e. | Notice re: Holdover dated February 6, 2018 |
| f. | 5th Lease Extension and Modification Agreement dated February 14, 2018 |
| 13. | Lease Agreement between Goldsboro Associates and Triton PCS (SunCom) dated July 16, 2001 |
| a. | Notice re: Name Change dated April 4, 2006 |
| b. | Lease Extension and Modification Agreement dated November 7, 2006 |
| c. | Second Amendment to Lease dated November 2, 2009 |
| d. | Third Amendment to Lease dated December 14, 2012 |
| e. | Fourth Amendment to Lease dated August 10, 2016 |
| f. | Fifth Amendment to Lease dated August 1, 2021 |
| 14. | Automated Teller Machine Site Lease Agreement between Seller and USAA Federal Savings Bank dated October 21, 2019 |
| a. | Notice re: ▇▇▇▇▇▇▇ dated January 27, 2024 |
| 15. | Temporary License Agreement between Seller and American Textile Recycling, LLC dated January 2026 |
Service Contracts:
| 1. | BFPE International – Sprinkler System Maintenance and Inspection – September 4, 2025 |
Exhibit D – Page 2
| 2. | Highland Roofing Company – Preventative Roof Maintenance – July 17, 2025 |
| 3. | Wood Electronic Systems Company – Fire system monitoring – September 11, 2024 |
| 4. | ▇▇▇▇▇▇ Group LLC – Lanscape Maintenance - September 1, 2024 |
| 5. | ▇▇▇▇▇▇ Group LLC – Snow Removal - Undated |
Exhibit D – Page 3
CERTIFICATE REGARDING FOREIGN INVESTMENT
IN REAL PROPERTY TAX ACT
Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a U.S. real property interest must withhold tax if the transferor (seller) is a foreign person. To inform the transferee (buyer) that withholding of tax is not required upon the disposition of a U.S. real property interest by MDR ASHLEY PLAZA, LLC, a Delaware limited liability company (the “Company”), as title holder of certain real property described below, which disregarded entity is wholly owned by MEDALIST DIVERSIFIED HOLDINGS, LP (“Transferor”), Transferor hereby certifies:
1.The Company 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.The Company’s Federal Employer Identification Number is: _______________
3.The Company’s address is:
MDR ASHLEY PLAZA, LLC
P.O. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
4.The address or description of the property which is the subject matter of the disposition is described in Exhibit 1 attached hereto.
5.The Company is a disregarded entity, as defined in §1.1445-2(b)(2)(iii), of the United States Income Tax Regulations.
6.The Transferor’s Federal Employer Identification Number is: ________________
7. The Transferor’s address is:
MEDALIST DIVERSIFIED HOLDINGS, LP
P.O. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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.
[EXHIBIT ONLY – SIGNATURE PAGES AND EXHIBITS OMITTED]
Exhibit E, Page 1
Exhibit F
OWNER’S AFFIDAVIT
In connection with a proposed sale by MDR ASHLEY PLAZA, LLC,
a Delaware limited liability company (“Owner”) to _____________________ (“Buyer”), of that certain real property commonly known as _________________________ (the “Land”), described in that certain Preliminary Title Report or Title Commitment dated __________, 2026 (the “Report”) issued by __________________ (“Title Company”) under its Order No. _______________, the Title Company has been requested to issue a policy of title insurance (the “Policy”) to Buyer. In furtherance thereof, the undersigned, first being duly sworn, deposes and says:
1.That it is the owner of the Land and any improvements located thereon, including any buildings or other similar structures, which are all herein collectively referred to as the “Property”.
2.That there is no one in possession of to the Property other than the Owner, the tenants and any subtenants or other users pursuant to the Leases (defined below), and the Buyer, to the extent expressly granted to Buyer in that certain Purchase and Sale Agreement and Joint Escrow Instructions dated ___________, 2026.
3.That there are no unpaid bills for any association dues, taxes or other recorded assessments against the Land.
4.That Owner has not entered into any leases with respect to the Property except for those certain leases listed on Schedule 1 (the “Leases”).
5.That except as set forth on Schedule 1 the Owner (as opposed to any tenant or other user or occupant) has not made any material improvements or alterations to the Property in the ninety (90) days prior to the date of this Owner’s Affidavit.
6.That it has not received any notice of a supplemental tax bill for the Property which is unpaid except as may be described on the Report.
7.That this Affidavit is given for the purpose of inducing the Title Company to issue the Policy which may provide coverage as to the items mentioned above, and that the statements made herein are true and correct to the actual current knowledge of the signatory below. Owner further acknowledges that it has read the foregoing and fully understands the legal aspects of any misrepresentation and/or untrue statements made herein and agrees to indemnify and hold harmless the Title Company against liability occasioned by reason of the Title Company’s reliance upon the statements made herein.
[EXHIBIT ONLY – SIGNATURE PAGES AND EXHIBITS OMITTED]
Exhibit F, Page 1
Exhibit G
Form of Estoppel Certificate
TO: | MDR Ashley Plaza, LLC (“Landlord”) |
Attn: ▇▇▇▇▇ ▇▇▇▇
P.O. Box 8436
Richmond, Virginia 23226
and:_______________ (“Buyer”)
_______________
_______________
_______________
RE:▇▇▇▇▇▇ ▇▇▇▇▇ (the “Shopping Center”)
Property Address: ______________ Suite No. _______ (the “Premises”):
Lease Agreement dated_________
Between MDR Ashley Plaza, 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 ▇▇▇▇▇ and Landlord 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 base rent presently being paid by Tenant is $______ per rentable square foot, which equals $______ per month (the “Base Minimum Rent”), and has been paid through ___________________, 2026. In addition to Base Minimum Rent, the current monthly amount of Additional Rent being paid by Tenant is $________, which consists of the following: (a) Common Area Maintenance charges (“CAM”): $_______; (b) real estate taxes: $______; and (c) insurance: $_____. Tenant confirms that all Additional Rent invoiced or billed to date has been paid in full, and acknowledges that any unbilled, unreconciled, or year-end adjustment amounts for CAM, real estate taxes, insurance, or any other Additional Rent are expressly preserved and remain due and payable in accordance with the Lease. Tenant has not prepaid Base Minimum Rent or Additional Rent, except ____________ (if “none”, leave blank). The amount of the security deposit currently held by Landlord is $__________. Tenant commenced payment of Base Minimum Rent and Additional Rent under the Lease on MM/DD/YYYY.
5. Tenant acknowledges that it is required to pay percentage rent in accordance with the calculation set forth in its Lease as follows: _______________________ (if percentage rent is not applicable, leave blank).
Exhibit G, Page 1
6.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 ______.
▇.▇▇ 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, (iv) all tenant allowances or other benefits required to be paid or delivered by Landlord have been fully satisfied, (v) Landlord has performed any and all required work required under the Lease, and (vi) Tenant has no right or claim under the Lease arising from any pandemic or any pandemic-related governmental mandates or regulations.
8.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 Shopping Center.
9.Tenant has no option or right of first refusal to purchase the Premises or the Shopping Center. Tenant has no right to lease additional or different space in the Shopping Center.
10.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: _____.
The statements contained herein may be relied upon by the Landlord, the Buyer, and the Buyer’s lender.
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.
[EXHIBIT ONLY – SIGNATURE PAGES AND EXHIBITS OMITTED]
Exhibit G, Page 2
Exhibit H
Form of Tenant Notice Letter
_____________, 2026
_________________
_________________
_________________
TO:All Tenants at Shops at Ashley Plaza (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 Ashley Plaza, LLC, a Delaware limited liability company (“Seller”), to _______________________ (“Buyer”). As of the date hereof, your Lease has been assigned by Seller to Buyer. Consequently, ▇▇▇▇▇ 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 Buyer. You will receive a separate notice from Buyer 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 Buyer 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, Buyer as of the date of this letter. ▇▇▇▇▇ 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 Buyer shall not relieve you of the obligation of making said payment to Buyer.
Lastly, please modify all required insurance certificates to reflect the Buyer as the additional insured landlord as set forth below:
SELLER:
MDR ASHLEY PLAZA, LLC,
a Delaware limited liability company
By: ____________________________
Name: C. ▇▇▇▇▇ ▇▇▇▇, ▇▇.
Title: Authorized Signatory
[EXHIBIT ONLY – SIGNATURE PAGES AND EXHIBITS OMITTED]
Exhibit H, Page 1
Schedule 1
Lease Defaults
None.
Schedule 2, Page 1
Schedule 2
Rent Roll
Unit | Lease Name | Lease Type | Lease From | Lease To | Term (Months) | Area | Base Rent | Rent Per Area | Recovery Per Area | Misc Per Area | Total Per Area | Deposit | |
101 | ▇▇▇▇▇ Dining IV, Inc | Commercial - Recoveries | 1/27/2012 | 5/31/2032 | 245 | 5,000.00 | 7,566.67 | 1.51 | 0.00 | 0.02 | 1.53 | 11,250.00 | |
103 | AutoMed, LLC | Commercial - Recoveries | 1/5/2022 | 2/4/2032 | 122 | 3,656.00 | 2,954.46 | 0.81 | 0.15 | 0.00 | 0.96 | 6,912.50 | |
105 | Harbor Freight Tools | Commercial - Recoveries | 8/21/2018 | 2/28/2034 | 187 | 21,416.00 | 13,320.00 | 0.62 | 0.08 | 0.00 | 0.71 | 0.00 | |
107 | Hobby Lobby Stores I | Commercial - Recoveries | 3/11/2018 | 3/31/2029 | 133 | 50,000.00 | 21,875.00 | 0.44 | 0.12 | 0.00 | 0.55 | 0.00 | |
201 | TRI PF LLC dba Plane | Commercial - Recoveries | 11/24/2017 | 4/30/2030 | 150 | 20,131.00 | 15,098.25 | 0.75 | 0.18 | 0.00 | 0.93 | 0.00 | |
203 | WRCT Investments LLC | Commercial - Recoveries | 12/16/2016 | 1/31/2030 | 158 | 4,000.00 | 3,916.67 | 0.98 | 0.13 | 0.00 | 1.11 | 0.00 | |
209 | CEC Entertainment LL | Commercial - Recoveries | 9/19/2003 | 10/31/2033 | 362 | 11,400.00 | 11,250.00 | 0.99 | 0.04 | 0.00 | 1.03 | 0.00 | |
211 | Goldsboro Performanc | Commercial - Recoveries | 11/1/2017 | 8/31/2028 | 130 | 17,920.00 | 14,112.00 | 0.79 | 0.15 | 0.00 | 0.94 | 0.00 | |
211A | Citi Trends, Inc. | Commercial - Recoveries | 12/12/2007 | 12/31/2028 | 253 | 14,880.00 | 8,940.40 | 0.60 | 0.14 | 0.00 | 0.74 | 0.00 | |
213, 215 | Citi Gear, LLC | Commercial - Recoveries | 7/1/2024 | 10/31/2031 | 88 | 6,564.00 | 9,299.00 | 1.42 | 0.13 | 0.00 | 1.55 | 0.00 | |
219 | ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ dba | Commercial - Recoveries | 10/1/2002 | 12/31/2027 | 303 | 1,400.00 | 3,282.73 | 2.34 | 0.17 | 0.00 | 2.51 | 2,300.66 | |
221 | ▇▇▇▇▇ ▇. ▇▇▇▇▇ dba H | Commercial - Recoveries | 10/13/2021 | 10/12/2028 | 85 | 3,070.00 | 5,156.86 | 1.68 | 0.15 | 0.00 | 1.83 | 10,275.84 | |
225 | T-Mobile South LLC | Commercial - Recoveries | 11/3/2001 | 7/31/2026 | 297 | 3,000.00 | 8,750.00 | 2.92 | 0.44 | 0.00 | 3.36 | 0.00 | |
ATM | USAA Federal Savings | Commercial - No Recoveries | 5/1/2020 | 4/30/2030 | 120 | 0.00 | 1,500.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
BIN | American Textile Rec | Commercial - No Recoveries | 1/15/2024 | 1/31/2027 | 37 | 0.00 | 100.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
205 | VACANT | N/A | 2/25/2026 | 2/25/2026 | - | 1,575.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
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Schedule 4, Page 1
| Total Units | Percentage | Total Area | Percentage | Total Base Rent | Total Rent Per Area | Total Recovery Per Area | Total Misc Per Area | Total Charges Per Area | Total Deposit | |||
| Occupied | 16 | 94.12% | 162,437.00 | 99.04% | 127,122.04 | 0.78 | 0.13 | 0.00 | 0.91 | 30739 | ||
| Vacant | 1 | 5.88% | 1,575.00 | 0.96% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0 | ||
| Totals | 17 | 164,012.00 | 127,122.04 | 0.78 | 0.00 | 0.00 | 0.00 | 30739 | ||||
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Schedule 4, Page 2
Schedule 4
Security Deposits
Lease Name | Deposit |
▇▇▇▇▇ Dining IV, Inc | $11,250.00 |
AutoMed, LLC | $6,912.50 |
Harbor Freight Tools | $0.00 |
Hobby Lobby Stores I | $0.00 |
TRI PF LLC dba Plane | $0.00 |
WRCT Investments LLC | $0.00 |
CEC Entertainment LL | $0.00 |
Goldsboro Performance | $0.00 |
Citi Trends, Inc. | $0.00 |
Citi Gear, LLC | $0.00 |
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ dba | $2,300.66 |
▇▇▇▇▇ ▇. ▇▇▇▇▇ dba Happy Smoke | $10,275.84 |
T-Mobile South LLC | $0.00 |
USAA Federal Savings | $0.00 |
American Textile Rec | $0.00 |
VACANT | $0.00 |
Schedule 4, Page 3