Subscription Agreement by and among Medalist Diversified Holdings, L.P., Medalist Diversified REIT, Inc., and Francis P. Kavanaugh dated October 11, 2024
This agreement is between Medalist Diversified Holdings, L.P., its general partner Medalist Diversified REIT, Inc., and investor Francis P. Kavanaugh. It sets the terms for Kavanaugh to purchase partnership units in the company, making him a limited partner. The agreement outlines the purchase process, representations and warranties by both parties, and confirms that Kavanaugh is an accredited investor making the investment for his own account. The agreement also states that Kavanaugh has reviewed all relevant documents and is aware of the risks involved.
Exhibit 10.1
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this “Agreement”) is made as of October 11, 2024, by and among MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (the “Company”), MEDALIST DIVERSIFIED REIT, Inc., a Maryland corporation and the general partner of the Company (the “General Partner”), and FRANCIS P. KAVANAUGH (the “Subscriber”) on the terms and conditions set forth in this Agreement and in the Agreement of Limited Partnership of the Company, dated as of September 29, 2015, by and among the General Partner and the Limited Partners set forth on Exhibit A thereto, as amended (the “Limited Partnership Agreement”). Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Limited Partnership Agreement.
BACKGROUND
The Subscriber desires to subscribe for and purchase units of partnership interest in the Company (the “Units”) and the Company desires to issue the Units to the Subscriber, all upon the terms and subject to the conditions set forth in this Agreement.
TERMS
In consideration of the foregoing and the mutual covenants contained in this Agreement, the parties hereto, intending to be legally bound hereby, do agree as follows:
1. | Subscription. |
If the Subscriber is unable to make either of such representations, the Subscriber hereby agrees to provide the Company, prior to the effective date of the purchase of the Units, with evidence (including opinions of counsel) satisfactory in form and substance to the Company relating to the status of the Company under Section 7704 of the Code. The Subscriber further agrees to notify the Company should either of the representations in subsections 8(a) or (b) no longer remain true.
9. | Miscellaneous. |
* * * * *
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first written above.
COMPANY:
MEDALIST DIVERSIFIED HOLDINGS, L.P.
By: Medalist Diversified REIT, Inc., its General Partner
/s/ C. Brent Winn, Jr. |
Name: C. Brent Winn, Jr.
Title: Chief Financial Officer
GENERAL PARTNER:
MEDALIST DIVERSIFIED REIT, INC.
/s/ C. Brent Winn, Jr. |
Name: C. Brent Winn, Jr.
Title: Chief Financial Officer
SUBSCRIBER:
FRANCIS P. KAVANAUGH
/s/ Francis P. Kavanaugh |
SCHEDULE A
Units | Consideration |
160,000 | $2,000,000 |