Material Agreement Form 8 K

Item 1.01

Entry into a Material Definitive Agreement.

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On December 14, 2024 (the "Dan Tibbs Road Effective Date"), Medalist Diversified Holdings, L.P. (the "Operating Partnership"), the operating partnership of Medalist Diversified REIT, Inc. (the "Company"), entered into a Contribution Agreement (the "Dan Tibbs Road Contribution Agreement"), a copy of which is filed as Exhibit 10.1 hereto, with Dionysus Investments, LLC, a California limited liability company (the "Dan Tibbs Road Contributor"), whereby the Operating Partnership agreed to acquire (the "Dan Tibbs Road Acquisition") that certain tract of real property located at 376 Dan Tibbs Road NW, Huntsville, Madison County, Alabama 35806, and more particularly described in Exhibit A to the Dan Tibbs Road Contribution Agreement (the "Dan Tibbs Road Property"). The Dan Tibbs Road Contributor is a related party to the Company in that the Dan Tibbs Road Contributor's manager is Frank Kavanaugh ("Mr. Kavanaugh"), the Company's Chief Executive Officer and a member of the Company's Board of Directors (the "Board"). The total consideration for the Dan Tibbs Road Property is $3,145,000 (the "Dan Tibbs Road Consideration"), subject to the prorations and adjustments described in the Dan Tibbs Road Contribution Agreement. The Dan Tibbs Road Consideration is to be paid by the Company to the Dan Tibbs Road Contributor at Closing (as that term is defined in the Dan Tibbs Road Contribution Agreement) in a combination of (i) Series B Preferred Units (as defined below) in the Operating Partnership valued at $25.00 per Series B Preferred Unit; and (ii) Common Units (as that term is defined in the Dan Tibbs Road Contribution Agreement) in the Operating Partnership valued at $12.50 per Common Unit. The Operating Partnership is required to make an earnest money deposit of $15,000.00 ("Dan Tibbs Road Deposit") within 15 days of the Dan Tibbs Road Effective Date.

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The Dan Tibbs Road Contribution Agreement contains provisions, representations, warranties, covenants, conditions and indemnities that are customary and standard for the real estate industry and the sale of commercial real property. Several conditions to closing on the Dan Tibbs Road Acquisition remain to be satisfied, and there can be no assurance that the Company will complete the transaction on the general terms described above or at all. Under certain conditions the Dan Tibbs Road Deposit may not be returned to the Operating Partnership.

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On December 14, 2024 (the "Scottsville Road Effective Date"), the Operating Partnership entered into a Contribution Agreement (the "Scottsville Road Contribution Agreement"), a copy of which is filed as Exhibit 10.2 hereto, with CWS BET Seattle L.P., a Delaware limited partnership (the "Scottsville Road Contributor"), whereby the Operating Partnership agreed to acquire (the "Scottsville Road Acquisition" and, together with the Dan Tibbs Road Acquisition, the "Acquisitions") that certain tract of real property located at 2445 Scottsville Road, Bowling Green, Kentucky 42104, and more particularly described in Exhibit A to the Scottsville Road Contribution Agreement (the "Scottsville Road Property"). The Scottsville Road Contributor is a related party in that the Scottsville Road Contributor's general partner is Fort Ashford Funds, LLC, whose manager is Mr. Kavanaugh. The total consideration for the Scottsville RoadProperty is $2,620,000(the "Scottsville RoadConsideration"), subject to the prorations and adjustments described in the Scottsville Road Contribution Agreement. The Scottsville Road Consideration is to be paid by the Company to the Scottsville Road Contributor at Closing (as that term is defined in the Scottsville Road Contribution Agreement) in a combination of (i) Series B Preferred Units (as defined below) in the Operating Partnership valued at $25.00 per Series B Preferred Unit; and (ii) Common Units (as that term is defined in the Scottsville Road Contribution Agreement) in the Operating Partnership valued at $12.50 per Common Unit. The Operating Partnership is required to make an earnest money deposit of $15,000.00 ("Scottsville Road Deposit") within 15 days of the Scottsville Road Effective Date.

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The Scottsville Contribution Agreement contains provisions, representations, warranties, covenants, conditions and indemnities that are customary and standard for the real estate industry and the sale of commercial real property. Several conditions to closing on the Scottsville Road Acquisition remain to be satisfied, and there can be no assurance that we will complete the transaction on the general terms described above or at all. Under certain conditions the Scottsville RoadDeposit may not be returned to the Operating Partnership.

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The foregoing descriptions of the Dan Tibbs Road Contribution Agreement and the Scottsville Road Contribution Agreement are qualified in their entirety by reference to the Dan Tibbs Road Contribution Agreement and the Scottsville Road Contribution Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference in this Item 1.01.

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In connection with the anticipated closings of the Acquisitions, the Company, as the sole general partner of the Operating Partnership, on its own behalf as general partner of the Operating Partnership and on behalf of the limited partners of the Operating Partnership, amended the Agreement of Limited Partnership of the Operating Partnership, as previously amended (the "Partnership Agreement"), to provide for the designation of up to 2,000,000 5.0% Series B Convertible Redeemable Preferred

Units (liquidation preference $27.50 per unit) (the "Series B Preferred Units"). The Series B Preferred Units will rank, as to distributions and upon liquidation, senior to the Common Units.

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This description of the material terms of the amendment to the Partnership Agreement is qualified in its entirety by reference to the amendment to the Partnership Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.

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The Common Units and the Series Preferred Units to be issued pursuant to the Dan Tibbs Road Contribution Agreementand the Scottsville Road Contribution Agreement are being offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) of the Securities Act. Pursuant to the Partnership Agreement, the Common Units are redeemable for cash or, at the Operating Partnership's option, shares of the Company's common stock on a one-for-one basis; however, pursuant to each of the Dan Tibbs Road Contribution Agreementand the Scottsville Road Contribution Agreement, neither the Dan Tibbs Road Contributor nor the Scottsville Road Contributor may redeem the Common Units for shares of the Company's common stock unless such redemption is approved by a majority of the votes cast on the matter at a meeting of the stockholders of the Company or by written consent of the stockholders of the Company in lieu of a special meeting to the extent permitted by applicable state and federal law.

The information contained in Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

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