Ownership Limit Exemption Certification Agreement between Medalist Diversified REIT, Inc. and Brent Winn
This agreement certifies that Brent Winn and his affiliates are permitted by Medalist Diversified REIT, Inc. to acquire up to 4.90% of the company's outstanding common shares, exceeding the usual ownership limits set in the company's charter. Brent Winn confirms his understanding of this limit and agrees not to exceed it without prior board approval. He also acknowledges and agrees to specific terms in the company's charter related to share ownership.
EXHIBIT 10.1
January 20, 2025
Ladies and Gentlemen:
In connection with the grant by the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), of an exemption (the “Exemption”) from the Aggregate Share Ownership Limit as defined in Article IV of the Articles of Incorporation (the “Charter”) of the Company (the “Aggregate Share Ownership Limit”) and the Common Share Ownership Limit as defined in Article IV of the Charter (the “Common Share Ownership Limit” and together with the Aggregate Share Ownership Limit, the “Ownership Limits”) to Brent Winn and any of his affiliates (“Investor”), in connection with Investor's acquisition of up to 4.90% of the outstanding Common Shares of the Company, in excess of the Ownership Limits, Investor hereby certifies to the Board that:
(i) Investor understands that Investor may not acquire and beneficially own more than 4.90% (the “Excepted Holder Limit”) in the aggregate of the Common Shares of the Company (66,472 shares, based on 1,362,690 shares outstanding subsequent to the completion of the January 2025 Employee Stock Grants), except with the prior approval of the Board; and
(ii)Investor has reviewed, understands and agrees to the terms of Section 6.l.7(a)(ii) of the Charter.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Charter.
By: | /s/ C. Brent Winn, Jr. |
Name: | C. Brent Winn, Jr. |
