s-11a Sample Contracts

Medalist Diversified REIT, Inc. – LIMITED LIABILITY COMPANY AGREEMENT OF MDR GREENSBORO HI TRS, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF SEPTEMBER 15, 2017 (October 5th, 2018)
Medalist Diversified REIT, Inc. – LOAN AGREEMENT dated as of November 3, 2017 between PMI GREENSBORO, LLC and MDR GREENSBORO, LLC, as Borrower and BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., as Lender (October 5th, 2018)
Medalist Diversified REIT, Inc. – DEED OF TRUST THIS IS A CREDIT LINE DEED OF TRUST Maximum aggregate amount of principal to be secured hereby at any one lime: $8,600,000.00 Name and address of Noteholder secured hereby: Langley Federal Credit Union (October 5th, 2018)

THIS DEED OF TRUST Is dated October 16, 2017 and is effective November 3, 2017, among COF North, LLC, a Virginia limited liability company, whose address Is 4198 Cox Road, Suite 200,Glen Allen, VA 23060 (“Grantor”); Langley Federal Credit Union, whose address Is 721 Lakefront Commons, Newport News, VA 23606 (referred to below sometimes as “Lender” and sometimes as “Beneficiary”); and Donald C. SCHULTZ, a resident or Virginia, whose address Is 150 West Main Street, Suite 1500, Norfolk, VA 23510 and Curtis A. BAKER, a resident of Virginia, whose address Is 721Lakefront Commons, Newport News, VA 23606 (“Grantee ,” also referred to below as “Trustee”), either of whom may act.

Medalist Diversified REIT, Inc. – PROMISSORY NOTE (October 5th, 2018)

THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.

Medalist Diversified REIT, Inc. – SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (October 5th, 2018)

This SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Second Amendment”), is made as of this ___ day of October, 2017 (the “Effective Date”), by and between MEDALIST PROPERTIES 8, LLC, a Delaware limited liability company (“Seller”); and MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership, or its permitted assigns (“Buyer”).

Medalist Diversified REIT, Inc. – MANAGEMENT AGREEMENT among Medalist Diversified REIT, Inc. Medalist Diversified Holdings, L.P. and Medalist Fund Manager, Inc. Dated as of March 15, 2016 (October 5th, 2018)

MANAGEMENT AGREEMENT, dated as of March 15, 2016, among Medalist Diversified REIT, Inc., a Maryland corporation (“Medalist”), Medalist Diversified Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”) and Medalist Fund Manager, Inc., a Virginia corporation (the “Manager”).

Medalist Diversified REIT, Inc. – THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (October 5th, 2018)

This THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Third Amendment"), is made as of this 28th day of April, 2017 (the "Effective Date"), by and between MEDALIST FUND I-A, LLC, a Delaware limited liability company ("Seller"); and MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership, or its permitted assigns ("Buyer").

Medalist Diversified REIT, Inc. – SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (October 5th, 2018)

This SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Second Amendment”), is made as of this ___ day of October, 2017 (the “Effective Date”), by and between MEDALIST PROPERTIES 8, LLC, a Delaware limited liability company (“Seller”); and MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership, or its permitted assigns (“Buyer”).

Medalist Diversified REIT, Inc. – MEDALIST FUND I-A, LLC (Trustor) to BRIAN L. CARR (Trustee) for the Benefit of JEFFERIES LOANCORE LLC (Beneficiary) DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT Dated: As of February 10, 2016 Property Location: 3924-3940 East Franklin Boulevard, Gastonia, Gaston County, North Carolina 28056 (October 5th, 2018)

This DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this "Deed of Trust'), made as of February 10, 2016 by MEDALIST FUND 1-A, LLC, a Delaware limited liability company, having an office at 11 S. 12th Street, Suite 401, Richmond, Virginia 23219 ("Trustor'), to BRIAN L. CARR, having an address at 901 E. Byrd Street, Suite 1100, Richmond, Virginia 23219 ("Trustee,), as Trustee, for the benefit of JEFFERIES LOANCORE LLC, a Delaware limited liability company (together with its successors and assigns, hereinafter referred to as "Beneficiary"), having an address c/o LoanCore Capital, 55 Railroad Avenue, Suite 100, Greenwich, Connecticut 06830.

Medalist Diversified REIT, Inc. – PMI GREENSBORO, LLC AND MDR GREENSBORO, LLC, as grantor (Borrower) to BRIAN CARR, as trustee (Trustee) for the benefit of BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., as beneficiary (Lender) DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND FIXTURE FILING (October 5th, 2018)

THIS SECURITY INSTRUMENT SECURES PRESENT AND FUTURE ADVANCES AND READVANCES.  THIS SECURITY INSTRUMENT COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES, IS EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING AND IS TO BE FILED IN THE REAL ESTATE RECORDS.

Medalist Diversified REIT, Inc. – JEFFERIES LOANCORE LLC LOAN AGREEMENT Dated as of February 10, 2016 Between MEDALIST FUND I-A, LLC as Borrower And JEFFERIES LOANCORE LLC as Lender (October 5th, 2018)

LOAN AGREEMENT dated as of February 10, 2016 (as the same may be modified, supplemented, amended or otherwise changed, this "Agreement") between MEDALIST FUND I-A, LLC, a Delaware limited liability company (together with its permitted successors and assigns, "Borrower"), and JEFFERIES LOANCORE LLC, a Delaware limited liability company (together with its successors and assigns, "Lender").

Medalist Diversified REIT, Inc. – ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT (October 5th, 2018)

THIS ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Assignment”) is made this _____ day of September, 2017, by and between MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (“Assignor”); and MDR GREENSBORO, LLC (“MDR Assignee”), and PMI GREENSBORO, LLC (“PMI Assignee,” and together with the MDR Assignee, the “Assignees”).

Medalist Diversified REIT, Inc. – PROMISSORY NOTE (October 5th, 2018)

FOR VALUE RECEIVED PMI GREENSBORO, LLC, a Delaware limited liability company having its principal place of business at 406 Page Road, Nashville, Tennessee 37205 (“TIC Borrower 1”), and MDR GREENSBORO, LLC, a Delaware limited liability company having its principal place of business at 11 S. 12th Street, Suite 401, Richmond, Virginia 23219 (“TIC Borrower 2”, and, collectively with TIC Borrower 1, hereinafter, individually or collectively as the context may imply, “Borrower”), as maker, hereby unconditionally promises to pay to the order of BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 9 West 57th Street, Suite 4920, New York, New York 10019 (together with its successors and/or assigns, “Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of TEN MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($10,600,000.00), or so much thereof as is advanced pursuant to that

Medalist Diversified REIT, Inc. – AGREEMENT OF LIMITED PARTNERSHIP OF MEDALIST DIVERSIFIED HOLDINGS, L.P. (a Delaware limited partnership) (October 5th, 2018)

THIS AGREEMENT OF LIMITED PARTNERSHIP OF MEDALIST DIVERSFIED HOLDINGS, L.P. (the “Partnership”), dated as of September 29, 2015, is made and entered into by and among Medalist Diversified REIT, Inc., a Maryland corporation (together with its successors and assigns, the “General Partner”), and the Limited Partners set forth on the attached Exhibit A.

Medalist Diversified REIT, Inc. – MEDALIST DIVERSIFIED REIT, INC. 2018 EQUITY INCENTIVE PLAN Effective August 23, 2018 (October 5th, 2018)
Medalist Diversified REIT, Inc. – ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT (October 5th, 2018)

THIS ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Assignment”) is made this 3rd day of May 2018, by and between MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (“Assignor”); and MDR HANOVER SQUARE, LLC (“MDR Assignee”), and PMI HANOVER SQ. LLC (“PMI Assignee,” and together with the MDR Assignee, the “Assignees”).

Medalist Diversified REIT, Inc. – FIRST AMENDMENT TO TENANTS IN COMMON AGREEMENT (October 5th, 2018)

THIS FIRST AMENDMENT TO TENANTS IN COMMON AGREEMENT (the “Amendment”) is made as of this ___ day of _____________, 2017 by MDR GREENSBORO, LLC, a Delaware limited liability company (“Medalist”) and PMI GREENSBORO, LLC, a Delaware limited liability company (“PMIG” and collectively referred to herein as “Tenants in Common” or individually as a “Tenant in Common”).

Medalist Diversified REIT, Inc. – FIRST AMENDMENT TO AND REINSTATEMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT (October 5th, 2018)

This FIRST AMENDMENT TO AND REINSTATEMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT (this “First Amendment”), is made as of this 25 day of July, 2017 (the “Effective Date”), by and between MEDALIST PROPERTIES 8, LLC, a Delaware limited liability company (“Seller”); and MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership, or its permitted assigns (“Buyer”).

Medalist Diversified REIT, Inc. – TENANTS IN COMMON AGREEMENT (October 5th, 2018)

This Tenants in Common Agreement (“Agreement”) is made and effective as of May 8, 2018, by and among PMI Hanover SQ, LLC, a Delaware limited liability company, with an address at 406 Page Road, Nashville, TN 37205 (“PMI Hanover”), and MDR Hanover Square, LLC, a Delaware limited liability company, with an address at 11 S. 12th Street, Suite 401, Richmond, VA 23219 (“Medalist”) (PMI Hanover and Medalist are each sometimes referred to as a “Tenant in Common” or collectively as the “Tenants in Common”), with reference to the facts set forth below.

Medalist Diversified REIT, Inc. – BUSINESS LOAN AGREEMENT (October 5th, 2018)

THIS BUSINESS LOAN AGREEMENT dated November 3, 2017, is made and executed between COF North, LLC, a Virginia limited liability company (“Borrower”) and Langley Federal Credit Union (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting; renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgement and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. This Agreement shall apply to any and all present and future loans, loan advances, extension of

Medalist Diversified REIT, Inc. – FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (October 5th, 2018)

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

Medalist Diversified REIT, Inc. – REAL ESTATE PURCHASE AND SALE AGREEMENT (October 5th, 2018)

THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of this 26th day of February, 2018 (the “Effective Date”), by and between COF NORTH, LLC, a Virginia limited liability company (“COF”), and COF NORTH II, LLC, a Virginia limited liability company (“COF II”, and together with COF collectively, the “Seller”); and MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (the “Buyer”).

Medalist Diversified REIT, Inc. – PROMISSORY NOTE (October 5th, 2018)

FOR VALUE RECEIVED, MEDALIST FUND I-A, LLC, a Delaware limited liability company, as maker, having its principal place of business at 1l S. 12th Street, Suite 401, Richmond, Virginia 23219 ("Borrower"), hereby unconditionally promises to pay to the order of JEFFERIES LOANCORE LLC, a Delaware limited liability company, as lender, having an address at c/o LoanCore Capital, 55 Railroad Avenue, Suite 100, Greenwich, Connecticut 06830 (together with its successors and/or assigns, "Lender"), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of FOURTEEN MILLION TWO HUNDRED SEVENTY-FIVE THOUSAND AND NO/I DOLLARS ($14,275,000) or so much thereof as is advanced pursuant to that certain Loan Agreement dated the date hereof between Borrower and Lender (as the same may be amended, modified, supplemented, replaced or otherwise modified from time to time, the "Loan Agreement"), in lawful money of the United States of America, with interest ther

Medalist Diversified REIT, Inc. – REAL ESTATE PURCHASE AND SALE AGREEMENT (October 5th, 2018)

THIS REAL ESTATE PURCHASE AND SALE AGREEBÆNT (this “Agreement”) is entered into as of this 1st day of June, 2016 (the “Effective Date”), by and between MEDALIST FUND I-A, LLC, a Delaware limited liability company (“Seller”); and MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (“Buyer”).

Medalist Diversified REIT, Inc. – REAL ESTATE PURCHASE AND SALE AGREEMENT (October 5th, 2018)

THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of this 31st day of July, 2016 (the “Effective Date”), by and between MEDALIST PROPERTIES 8, LLC, a Delaware limited liability company (“Seller”); and MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (“Buyer”).

Medalist Diversified REIT, Inc. – MODIFICATION OF DEED OF TRUST (October 5th, 2018)

THIS MODIFICATION DEED OF TRUST is dated May 8, 2018, is made and executed among MDR HANOVER SQUARE, LLC, a Delaware limited liability company; and PMI HANOVER SQ. LLC, a Delaware limited liability company, whose mailing address is 11 S. 12th Street, Suite 401, Richmond, VA 23219 (“Grantor”); Curtis A. BAKER, a resident of Virginia, whose address is 721 Lakefront Commons, Newport News, Virginia 23606, and Donald C. SCHULTZ, a resident of Virginia, whose address is 150 West Main Street, Suite 1500, Norfolk, Virginia 23510 (“Grantee,’’ also referred to below as “Trustee”); and LANGLEY FEDERAL CREDIT UNION, whose address is 721 Lakefront Commons, Newport News, VA 23606 (“Lender”).

Medalist Diversified REIT, Inc. – modification, CONSENT AND ASSUMPTION AGREEMENT WITH RELEASE (October 5th, 2018)

This Modification, Consent and Assumption Agreement With Release (this “Agreement”) is entered into as of April        , 2017 by and among MEDALIST FUND I-A, LLC, a Delaware limited liability company (“Seller”), with an address of 11 S. 12th Street, Suite 401, Richmond, Virginia 23219; MDR FRANKLIN SQUARE, LLC, a Delaware limited liability company (“Buyer”), with an address of 11 S. 12th Street, Suite 401, Richmond, Virginia 23219; WILLIAM RICHARD ELLIOTT, with an address at 9 Albemarle Avenue, Richmond, Virginia 23226, and THOMAS EDWARD MESSIER, with an address at 207 Massie Road, Richmond, Virginia 23221 (collectively, “Original Principal”), and MEDALIST DIVERSIFIED REIT, INC., a Maryland corporation having an address at 11 S. 12th Street, Suite 401, Richmond, Virginia 23219 (“REIT” and, together with Original Principal, collectively, “Principal”); and WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION COMM

Medalist Diversified REIT, Inc. – SECURITY AGREEMENT (October 5th, 2018)

This SECURITY AGREEMENT (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of [                , 2017], by and between MDR GREENSBORO HI TRS, LLC, a Delaware limited liability company, having an address at [                                                                                        ] (together with its respective permitted successors and assigns, collectively "Debtor" and/or "Tenant'), and BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 9 West 57th Street, Suite 4920, New York, New York 10019, Attention: Micah Goodman, General Counsel (together with its successors and/or assigns and any servicer, "Secured Party").

Medalist Diversified REIT, Inc. – CHANGE IN TERMS AGREEMENT (October 5th, 2018)

THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOUR MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.

Medalist Diversified REIT, Inc. – TENANTS IN COMMON AGREEMENT (October 5th, 2018)

This Tenants in Common Agreement (“Agreement”) is made and effective as of ___________, __, 2017, by and among PMI Greensboro, LLC, a Delaware limited liability company, with an address at 406 Page Road, Nashville, TN 37205 (“PMI Greensboro”), and MDR Greensboro, LLC, a Delaware limited liability company, with an address at 11 S. 12th Street, Suite 401, Richmond, VA 23219 (“Medalist”) (PMI Greensboro and Medalist are each sometimes referred to as a “Tenant in Common” or collectively as the “Tenants in Common”), with reference to the facts set forth below.

Cottonwood Communities, Inc. – AMENDED AND RESTATED ESCROW AGREEMENT (Subscription Proceeds) (August 8th, 2018)

This AMENDED AND RESTATED ESCROW AGREEMENT (“Agreement”) is dated as of August 6, 2018, by and between Cottonwood Communities, Inc., a Maryland corporation (“Issuer”), UMB BANK, N.A. as escrow agent (“Escrow Agent”) and Orchard Securities, LLC, a Utah limited liability company (the “Dealer Manager”).

Procaccianti Hotel Reit, Inc. – AMENDED AND RESTATED ADVISORY AGREEMENT among PROCACCIANTI HOTEL REIT, INC. procaccianti hotel reit, l.p. AND PROcaccianti HOTEL ADVISORS, LLC (August 3rd, 2018)
Cottonwood Communities, Inc. – FORM OF ESCROW AGREEMENT (Subscription Proceeds) (June 27th, 2018)

This ESCROW AGREEMENT (“Agreement”) is dated as of June __, 2018, by and between Cottonwood Communities, Inc., a Maryland corporation (“Issuer”), UMB BANK, N.A. as escrow agent (“Escrow Agent”) and Orchard Securities, LLC, a Utah limited liability company (the “Dealer Manager”).

Cottonwood Communities, Inc. – FORM OF THREE-PARTY AGREEMENT (June 27th, 2018)

This Agreement (the “Agreement”), effective as of [_], 2018, is entered into by and among Cottonwood Communities, Inc., a Maryland corporation (the “REIT”), Cottonwood Communities O.P., LP, a Delaware limited partnership (the “Operating Partnership”) and Cottonwood Communities Management, LLC, a Delaware limited liability company (“Cottonwood Management”). The REIT, the Operating Partnership and Cottonwood Management are individually referred to as a “Party” and collectively referred to as the “Parties.”

Cottonwood Communities, Inc. – FORM OF LIMITED PARTNERSHIP AGREEMENT OF COTTONWOOD COMMUNITIES OP, LP (June 27th, 2018)

This Limited Partnership Agreement (this “Agreement”) is entered into effective as of [                ], 2018, by and among Cottonwood Communities, Inc., a Maryland corporation (the “General Partner”) and the Limited Partner set forth on Exhibit A. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in Section 1.